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

                                   FORM 10-QSB

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

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

                     FOR THE QUARTER ENDED NOVEMBER 30, 2003

                         COMMISSION FILE NUMBER 0-25753

                                POWER2SHIP, INC.

             (Exact name of Registrant as specified in its charter)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Exchange Act during the past
twelve 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
stock as of January 13, 2003: 37,060,776 shares of common stock, par value $.001
per share (the "Common Stock")

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

                                      -1-
<PAGE>

                                TABLE OF CONTENTS
                                -----------------



                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited):

         Consolidated Balance Sheet, November 30, 2003                         4

         Consolidated Statements of Operations, Three and Six Months
         Ended November 30, 2003 and 2002                                      5

         Consolidated Statements of Cash Flows, Six Months
         Ended November 30, 2003 and 2002                                      6

         Selected Notes to Consolidated Financial Statements                   7

Item 2.  Management's Discussion and Analysis or Plan of Operation            14

Item 3.  Controls and Procedures                                              17

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    18

Item 2.  Changes in Securities                                                18

Item 3.  Defaults Upon Senior Securities                                      18

Item 4.  Submission of Matters to a Vote of Security Holders                  19

Item 5.  Other Information                                                    19

Item 6.  Exhibits and Reports on Form 8-K                                     19

SIGNATURE

CERTIFICATIONS

                                      -2-
<PAGE>

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

ITEM 1. FINANCIAL STATEMENTS


                         [INDEX TO FINANCIAL STATEMENTS]

Consolidated Balance Sheet as of November 30, 2003 (unaudited)                 4

Consolidated  Statements  of  Operations  for  the  three  and
six months ended November  30,  2003  and  2002  (unaudited)                   5

Consolidated  Statements  of  Cash  Flows  for  the  six
months  ended November  30,  2003  and  2002  (unaudited)                      6

Selected Notes to Consolidated Financial Statements                            7

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

                        POWER2SHIP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                NOVEMBER 30, 2003
                                   (UNAUDITED)


<S>                                                                <C>
ASSETS
Current assets:
   Cash and cash equivalents                                       $    334,331
   Receivables, net of allowance of $7,367                              117,789
   Subscriptions receivable                                               2,898
   Prepaid insurance                                                     13,780
                                                                   -------------
        Total current assets                                            468,798

Furniture and equipment                                                 198,026
     Less accumulated depreciation                                      (49,525)
                                                                   -------------
        Net furniture and equipment                                     148,501

Other assets                                                            130,869
                                                                   -------------
Total assets                                                       $    748,168
                                                                   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable - short term                                      $     60,000
   Accounts payable and accrued expenses                                182,062
                                                                   -------------
       Total current liabilities                                        242,062

Long term debt:
Long term notes payable                                                  55,000
Convertible notes payable                                               175,000
Convertible note payable to related party                               115,000

Stockholders' equity :
   Series B convertible preferred stock, $.001 par value, 200,000
      shares authorized; 198,600  shares issued and outstanding             199
   Series C convertible preferred stock, $.001 par value, 10,000
      shares authorized; 10,000  shares issued and outstanding               10
   Series Y convertible preferred stock, $.001 par value, 87,000
      shares authorized; 87,000  shares issued and outstanding               87
   Common stock, $.001 par value, 100,000,000 shares
      authorized; 36,867,592 shares issued and outstanding               36,868
   Additional paid-in capital                                        10,139,518
   Accumulated deficit                                              (10,015,576)
                                                                   -------------

       Total Stockholders' equity                                       161,106
                                                                   -------------

Total liabilities & stockholders' equity                           $    748,168
                                                                   =============
</TABLE>


                             See accompanying notes

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                                      POWER2SHIP, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)

                                                     Three months ended November 30, Six months ended November 30,
                                                           2003          2002          2003          2002
                                                       ------------  ------------  ------------  ------------
<S>                                                    <C>           <C>           <C>           <C>
Revenue:
   Access services                                     $    98,077   $         -   $   203,077   $         -
   Freight transportation                                  281,840       104,716       597,547       104,716
   Implementation services                                  23,925       250,740        23,925       250,740
                                                       ------------  ------------  ------------  ------------

       Total revenue                                       403,842       355,456       824,549       355,456

Operating expenses:
   Freight transportation                                  228,691        95,193       482,182        95,193
   Selling, general and administrative:
        Salaries, benefits and consulting fees             593,708        99,089     1,138,323       202,259
        Common stock and options issued for services        11,500             -       130,764        25,500
        Other selling, general and administrative          296,271       111,242       585,664       206,485
                                                       ------------  ------------  ------------  ------------

       Total operating expenses                          1,130,170       305,524     2,336,933       529,437
                                                       ------------  ------------  ------------  ------------

       Loss from operations                               (726,328)       49,932    (1,512,384)     (173,981)
                                                       ------------  ------------  ------------  ------------

Other income (expense):
   Litigation Settlement                                   (27,968)            -       (27,968)            -
   Interest income                                             233           235           903           360
   Interest expense                                         (6,276)      (34,866)     (106,963)      (68,692)
                                                       ------------  ------------  ------------  ------------

       Total other income (expense)                        (34,011)      (34,631)     (134,028)      (68,332)
                                                       ------------  ------------  ------------  ------------

Net loss                                               $  (760,339)  $    15,301   $(1,646,412)  $  (242,313)
Less: Preferred stock dividend                            (304,000)            -    (1,293,000)            -
                                                       ------------  ------------  ------------  ------------

Loss available to common shareholders                  $(1,064,339)  $    15,301   $(2,939,412)  $  (242,313)
                                                       ============  ============  ============  ============


Loss per share-basic and diluted                       $     (0.04)  $      0.00   $     (0.10)  $     (0.01)
                                                       ============  ============  ============  ============

Weighted average shares outstanding
      - basic and diluted                               28,699,309    24,729,712    28,063,038    24,729,712
                                                       ============  ============  ============  ============
</TABLE>


                             See accompanying notes

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

                                POWER2SHIP, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)

                                                                     Six months ended November 30,
                                                                            2003         2002
                                                                        ------------  ----------
<S>                                                                     <C>           <C>
Cash flows from operating activities:
   Net loss                                                             $(1,646,412)  $(242,313)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                                         16,019       1,737
        Issuance of stock options and warrants
          for services, compensation and conversion                         154,352      25,500
        Issuance of stock for services                                      514,024           -
        Changes in operating assets and liabilities:
            Decrease (increase) in receivables                              199,172     (16,383)
            Decrease (increase) in prepaid insurance                         19,246           -
            Increase in other assets                                        (87,500)          -
            Increase (decrease) in accounts payable & accrued expenses     (160,404)     66,631
                                                                        ------------  ----------

               Net cash used in operating activities                       (991,503)   (164,828)
                                                                        ------------  ----------

Cash flows from investing activities:
   Purchases of property and equipment                                      (32,366)    (14,496)
                                                                        ------------  ----------

               Net cash provided by (used in) investing activities          (32,366)    (14,496)
                                                                        ------------  ----------

Cash flows from financing activities:
   Proceeds from convertible promissory notes                               100,000      72,000
   Repayments of promissory notes                                          (175,000)    (10,214)
   Proceeds from sale of preferred stock net of costs of $30,000          1,134,000           -
   Proceeds from sale of common stock net of costs of $425,547              280,800     225,000
                                                                        ------------  ----------

               Net cash provided by financing activities                  1,339,800     286,786
                                                                        ------------  ----------

               Net increase in cash and cash equivalents                    315,931     107,462

Cash and cash equivalents, beginning of period                               18,400      36,027
                                                                        ------------  ----------

Cash and cash equivalents, end of period                                $   334,331   $ 143,489
                                                                        ============  ==========
</TABLE>


                             See accompanying notes

                                      -6-
<PAGE>

                        POWER2SHIP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

ORGANIZATION
------------
Power2Ship, Inc. (the "Company"), formerly Jaguar Investments, Inc., was
incorporated in Nevada on October 28, 1987, and merged with Freight Rate, Inc.
on March 11, 2003. The Company, through its wholly owned subsidiary Freight
Rate, Inc., is an application service provider (ASP) offering an information and
communication system used by companies that require full truckloads of goods to
be moved to or from their facilities and the trucking companies that transport
these goods. This system, named the P2S MobileMarket(TM), collects and processes
location and other transportation information related to its customers' freight
while in transit and their trucking assets at all times. This information
instantly becomes accessible through the Company's website enabling the
Company's customers to make better-informed logistics decisions. The Company's
management believes that the P2S MobileMarket(TM) assists small and medium-sized
trucking companies, particularly those with less than 30 trucks, compete more
effectively with larger carriers by improving their management and utilization
of transportation assets. Further, management believes its system helps
companies needing to have freight transported to reduce their transportation,
warehousing and inventory carrying costs.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

BASIS OF PRESENTATION
---------------------
For accounting purposes, the merger with Freight Rate, Inc. was treated as a
recapitalization of Freight Rate, Inc. and accounted for as a reverse
acquisition. Therefore, the financial statements reported herein and
accompanying notes thereto reflect the assets, liabilities and operations of
Freight Rate, Inc. as if it had been the reporting entity since inception.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Certain amounts in the prior year's financial
statements have been reclassified to conform to the current year's presentation.

The accompanying financial statements 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. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. The results of operations
for the three and six-month periods ended November 30, 2003 are not necessarily
indicative of the results to be expected for the year ended May 31, 2004. The
interim financial statements 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 May 31, 2003.

The accompanying consolidated financial statements are prepared assuming the
Company will continue as a going concern. During the six months ended November
30, 2003 and 2002, the Company incurred losses from operations of $1,512,384 and
$173,981, respectively and had negative cash flows from operations of $991,503
and $164,828, respectively. While the Company is attempting to increase sales,
the growth has not been significant enough to support the Company's daily
operations. Management intends to continue raising additional funds with private
placements of its debt and equity securities to accredited investors. While the
Company believes in the viability of its strategy to improve sales volume and in
its ability to raise additional funds, there can be no assurances to that
effect. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

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.

                                      -7-
<PAGE>

FURNITURE AND EQUIPMENT
-----------------------
Furniture and equipment is stated at cost. Depreciation on furniture 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
it is likely that some portion or the entire deferred tax asset will not be
realized.

REVENUE RECOGNITION
-------------------
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. 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, is recognized on the percentage of completion basis
for each deliverable provided for in the contract. Revenue from implementation
services are expected to be insignificant as a percentage of total revenue in
the foreseeable future.

FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts reported in the balance sheet for cash, receivables,
accounts payable, notes payable and accrued expenses approximate their fair
market value based on the short-term maturity of these instruments.

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

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------
The Company evaluates the recoverability and carrying value of its long-lived
assets at each balance sheet date, based on guidance issued in SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." Among other
factors considered in such evaluation is the historical and projected operating
performance of business operations, the operating environment and business
strategy, competitive information and market trends. At November 30, 2003, the
Company had no assets which were considered to be impaired.

STOCK BASED COMPENSATION
------------------------
The Company uses SFAS No. 123, "Accounting for Stock-Based Compensation," which
permits entities to recognize as expense over the vesting period the fair value
of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also
allows entities to continue to apply the provision of APB Opinion No. 25 and
provide pro forma net income and pro forma earnings per share disclosures for
employee stock option grants as if the fair-value-based method defined in SFAS
No. 123 has been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123 and SFAS No. 148.

CONCENTRATIONS OF CREDIT RISK
-----------------------------
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 up to $100,000 per account.
At November 30, 2003, the Company's cash balances exceeded the insured limits by
$234,331. 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 November 30, 2003. Two customers
accounted for 97% of the Company's accounts receivable at November 30, 2003. The
Company maintains reserves for potential credit losses and such losses
historically have been within management's expectations.

                                      -8-
<PAGE>

LOSS PER COMMON SHARE
---------------------
Basic loss per common share is based upon the weighted average number of common
shares outstanding during the year. Diluted earnings (loss) per common share
include the effects of potential dilution that would occur if securities (such
as warrants) or other contracts (such as options) to issue common stock were
exercised or converted into common stock. Such instruments that are convertible
into common stock are excluded from the computation in periods in which they
have an anti-dilutive effect. Potential common shares included in the
computation are not presented in the consolidated financial statements, as their
effect would be anti-dilutive.

NOTE 3 - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

On July 15, 2003, the Company issued a promissory note in the amount of $170,000
for licenses to use certain logistics software. The note bears no interest and
required the Company to pay $30,000 upon issuing the note followed by 22
consecutive payments of $5,000 on the first of each month beginning on August 1,
2003 for a total of $140,000. If all the aforementioned payments are made on or
before their applicable due dates, or within their permitted grace periods, the
$30,000 balance remaining of the note will be waived. At November 30, 2003, the
outstanding balance on the note was $115,000, of which $55,000 was accounted for
as long term notes payable and $60,000 as notes payable - short term.

On March 10, 2003, the Company issued a $125,000 convertible promissory note to
a private investor that also was a non-affiliated Company shareholder. On June
5, 2003, the Company issued a $225,000 promissory note to the same investor upon
receipt of $100,000 and the cancellation of the $125,000 note. On July 22, 2003,
the Company made a $100,000 principal payment on the $225,000 note and, on
September 18, 2003, repaid the $125,000 outstanding balance of the note, plus
accrued interest thereon, with 25,800 shares of its Series B preferred stock
convertible at $0.25 per share. This conversion provision represents a
beneficial conversion feature, the value of which is calculated by subtracting
the conversion price of $0.25 from the market price of the common stock on the
date the preferred shares were issued. In this case, since the beneficial
conversion feature is valued at more than the conversion price, the total value
of the shares or $129,000 has been recognized as preferred dividends during the
fiscal quarter ended November 30, 2003.

NOTE 4 - STOCKHOLDERS' EQUITY

SERIES B CONVERTIBLE PREFERRED STOCK
------------------------------------
During the six months ended November 30, 2003, the Company sold 172,800 shares
of its Series B convertible preferred stock for $864,000 and issued 25,800
shares as repayment of a promissory note and accrued interest thereon (see Note
3). The shares are convertible into the Company's common stock at $0.25 per
share, are entitled to receive annual dividends of 10% and have preferred
registration rights.  This conversion provision represents a beneficial
conversion feature, the value of which is calculated by subtracting the
conversion price of $0.25 from the market price of the common stock on the date
the preferred shares were issued. In this case, since the beneficial conversion
feature is valued at more than the conversion price, the total value of the
shares issued or $864,000 was recognized as preferred dividends. This offering
has been completed.

SERIES C CONVERTIBLE PREFERRED STOCK
------------------------------------
During July, 2003, the Company sold 10,000 shares of its Series C convertible
preferred stock for $300,000 less commissions of $30,000. The shares are
convertible into the Company's common stock at $0.30 per share, are entitled to
receive annual dividends of 10% and have preferred registration rights. This
conversion provision represents a beneficial conversion feature, the value of
which is calculated by subtracting the conversion price of $0.30 from the market
price of the common stock on the date the preferred shares were issued. In this
case, since the beneficial conversion feature is valued at more than the
conversion price, the total value of the shares issued or $300,000 was
recognized as preferred dividends.

                                      -9-
<PAGE>

SERIES X CONVERTIBLE PREFERRED STOCK
------------------------------------
During the six months ended November 30, 2003, the Company issued 5,700,000
shares of common stock in exchange for its 100,000 shares of Series X
convertible preferred stock and an additional 2,143,000 common shares pursuant
to agreements providing for anti-dilution with respect to any issuances of
common stock to the holders of the Series X convertible preferred stock.

COMMON STOCK
------------
During the six months ended November 30, 2003, the Company granted 781,008
shares of common stock to vendors, employees and consultants and recorded the
shares at their fair market value of $514,024.

During the six months ended November 30, 2003, the Company sold 1,128,400 shares
of common stock to individual investors residing outside of the United States
for $709,245 less offering costs and discounts of $425,459 netting $283,698.
Since the Company received only $280,800 of the net proceeds by November 30,
2003, the $2,898 difference was accounted for as subscriptions receivable.

As discussed previously, the Company issued 5,700,000 shares of common stock in
exchange for its 100,000 shares of Series X convertible preferred stock and an
additional 2,143,000 common shares pursuant to agreements providing for
anti-dilution with respect to any issuances of common stock to the holders of
the Series X convertible preferred stock.

OPTIONS AND WARRANTS
--------------------
The Company's board of directors has the authority to determine when and to whom
it grant 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.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options and warrants is measured as the
excess, if any, of the estimated fair value of the Company's stock at the date
of the grant over the amount an employee must pay to acquire the stock. The
Company has adopted the "disclosure only" alternative described in SFAS 123 and
SFAS 148, which require pro forma disclosures of net income and earnings per
share as if the fair value method of accounting had been applied.

The following table presents pro forma net loss and per share amounts as if the
fair value method had been applied to employee stock options and warrants
granted:

<TABLE>
<CAPTION>


                                                Six months ended November 30,
                                                       2003         2002
                                                  ------------  ----------
<S>                 <C>                            <C>
Loss available to common shareholders:
                                    As reported   $(2,939,412)   $(242,313)
                                                   ============  ==========

                                    Pro forma     $(3,081,425)   $(356,932)
                                                   ============  ==========

Loss per share, basic and diluted:  As reported   $     (0.10)   $   (0.01)
                                                   ============  ==========

                                    Pro forma     $     (0.11)   $   (0.01)
</TABLE>

                                      -10-
<PAGE>

For purposes of the pro forma calculations, the fair value of each option was
estimated on the date of the grant using the Black-Scholes option-pricing model
with the following assumptions used:

                                                    2003     2002
                                                   ------    ----
Dividend yield                                      None     None
Expected volatility factor                          0-64%     0%
Approximate risk free interest rates                 3%       3%
Expected lives, in years                            1-30      3

The determination of fair values for all stock options and warrants is based on
the assumptions described in the preceding paragraph, and because additional
option grants are expected to be made each year, the above pro forma disclosures
are not representative of pro forma effects on reported net income or loss for
future years.

STOCK OPTIONS
-------------
During the six months ended November 30, 2003, pursuant to a twelve-month
Business Advisory Agreement with Newbridge Securities Corporation, the Company
granted options to purchase up to 500,000 shares of its common stock for $0.01
per share that vest over a five-month period ending on April 2, 2004.

A summary of the stock option activity for the six months ended November 30,
2003 is as follows:

<TABLE>
<CAPTION>


                                          Weighted
                                          Average
                                          Exercise     Number     Exercise Price
                                            Price     of Options     Per Option
                                          --------    ---------    -------------
<S>                       <C>                              <C>
Outstanding options at May 31, 2003         $0.40    14,486,679    $0.38 - $1.01
Granted                                     $0.01       500,000            $0.01
Expired                                     $0.75       (29,793)           $0.75
                                                     ----------
Outstanding options at November 30, 2003    $0.39    14,956,886    $0.01 - $1.01
                                                     ==========


Exercisable options at November 30, 2003   $0.39     11,474,762    $0.38 - $0.75
                                                     ==========
</TABLE>

The following table summarizes information concerning stock options outstanding
at November 30, 2003.


<TABLE>
<CAPTION>


                                          Weighted   Weighted
                                          average    average
                      Number of Options   remaining  exercise
Range of Exercise Price   Outstanding  life in years  price
------------------------  -----------  -------------  ------
<S>                       <C>          <C>            <C>

0.01 - 0.38               13,474,109       3.58      $ 0.36
0.50 - 0.75                1,182,776       1.84      $ 0.55
1.01                         300,000       3.88      $ 1.01
                          -----------

                           14,956,886
                          ===========
</TABLE>


                                      -11-
<PAGE>

WARRANTS
--------
During the six months ended November 30, 2003, the Company granted warrants to
lenders, employees, consultants and investors. The Company charged to expense
the fair value of the instruments granted for services using the Black-Scholes
option model.

On June 5, 2003, in connection with receiving the proceeds of a loan, the
Company granted the lender a warrant to purchase 75,000 shares of common stock
at a price of $0.79 per share that expire on June 5, 2004.

In connection with the sale of 657,000 shares of common stock, the Company
granted the sales agent responsible for the private placement of these shares a
warrant to purchase 65,700 shares of common stock at $2.00 per share that expire
on June 10, 2006.

In connection with the sale of shares of Series C convertible preferred stock to
one investor, the Company granted the investor a warrant to purchase 500,000
shares of common stock at $1.00 per share that expire on July14, 2006 and
granted the sales agent responsible for the private placement of these shares a
warrant to purchase 100,000 shares of common stock at $2.00 per share that
expire on July 14, 2006.

In connection with a twelve-month Business Advisory Agreement with Newbridge
Securities Corporation, the Company granted a warrant to purchase up to 500,000
shares of its common stock at prices ranging from $0.54 to $1.29 per share which
vest over a five-month period ending on April 2, 2004 and expire on November 4,
2006.

During the six months ended November 30, 2003, the Company granted three-year
warrants to employees to purchase 395,200 shares of its common stock at prices
ranging from $0.53 to $0.78 per share.

During the six months ended November 30, 2003, the Company granted three-year
warrants to vendors and consultants to purchase 244,050 shares of its common
stock at prices ranging from $0.46 to $0.58 per share.

A summary of the warrant activity for the six months ended November 30, 2003 is
as follows:

<TABLE>
<CAPTION>


                                          Weighted
                                          Average
                                          Exercise    Number of   Exercise Price
                                            Price     Warrants      Per Warrant
                                          --------    ---------    -------------
<S>         <C>                         <C>                        <C>
Outstanding warrants at May 31, 2003        $0.80     3,913,204    $0.75 - $1.51
Granted                                     $0.93     1,879,950    $0.46 - $2.00
Cancelled                                       -             -          -
                                                      ----------
Outstanding warrants at November 30, 2003   $0.87     5,793,154    $0.46 - $2.00
                                                      =========

Exercisable warrants at November 30, 2003   $0.87     5,293,154    $0.46 - $2.00
</TABLE>

                                      -12-
<PAGE>

The following table summarizes information concerning warrants outstanding at
November 30, 2003.

<TABLE>
<CAPTION>


                                                Weighted        Weighted
                                                 average        average
                                                remaining      exercise
Range of Exercise Price   Number of Warrants  life in years     price
------------------------  ------------------  -------------    ------
<S>                       <C>                 <C>            <C>

0.45  -  0.80                     4,451,682           1.27    $ 0.73
1.00  -  1.30                     1,009,166           2.30    $ 1.07
1.50  -  2.00                       332,306           1.38    $ 1.75
                          ------------------

                                   5,793,154
                          ==================
</TABLE>


NOTE 5 - SUBSEQUENT EVENTS

During the period from December 1, 2003 through the filing date of this Form
10-QSB, the Company sold 832 shares of its Series C convertible preferred stock
for $24,960. These shares are convertible into 83,200 shares of the Company's
common stock at $0.30 per share, are entitled to receive annual dividends of
10%, include warrants to purchase 41,600 shares of common stock at $1.00 per
share for a period of three years and have preferred registration rights. This
transaction was effected under Rule 506 of Regulation D of the Securities Act of
1933.

In December 2003, the Company received $290,000 through the issuance of 18%
promissory notes due December 1, 2004 that require prepayment upon the Company
receiving proceeds from the initial closing of its offering of convertible
debentures which commenced in December 2003. The Company paid a $29,000
commission to Newbridge Securities Corporation for placing these securities.

In January 2004, the Company and the Great Atlantic & Pacific Tea Company, Inc.
("A&P") mutually agreed to terminate their ASP Access and Service Agreement. As
of the date of filing this 10QSB, the Company's accounts receivable with A&P was
$59,915.


                                      -13-
<PAGE>

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

This discussion should be read in conjunction with the unaudited Consolidated
Financial Statements and the Notes thereto contained elsewhere in this Quarterly
Report.

CRITICAL  ACCOUNTING  POLICIES

The  discussion and analysis of the Company's financial condition and results of
operations  is  based upon its financial statements, which have been prepared in
accordance  with  accounting principles generally accepted in the United States.
The  preparation  of  these  financial  statements  requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of  assets,
liabilities,  revenue  and  expenses. On an on-going basis, management evaluates
these  estimates,  including  those  related  to  inventories,  depreciation,
amortization,  asset  valuation  allowances,  contingencies  and  litigation.
Management  bases  its  estimates  on historical experience and on various other
assumptions  that  it  believes  to  be  reasonable under the circumstances, the
results  of  which form the basis for making judgments about the carrying values
of  assets  and  liabilities  that  are not readily apparent from other sources.
Actual  results  may  differ from these estimates under different assumptions or
conditions.

Note  2  to the Company's consolidated financial statements include a summary of
the  significant  accounting policies and methods used in the preparation of our
consolidated  financial  statements.  Management  believes  that  the  following
critical accounting policies affect the more significant judgments and estimates
used  in  the  preparation  of  the  Company's  financial  statements.

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. Pursuant to the Financial Accounting
Standards Board's Emerging Issues Task Force, Abstracts Issue No. 99-19, freight
transportation revenue is recorded on a gross basis since the Company is the
primary obligor of the transaction, it assumes credit risk and it performs a
portion of the service ordered by its customers. Revenue from access fees is
recognized in the month that access to the P2S MobileMarket(TM) is provided to
customers. Revenue from implementation services, pursuant to software
development or similar contracts, is recognized on the percentage of completion
method.

Stock  Based  Compensation.  The  Company  uses  SFAS  No.  123, "Accounting for
Stock-Based  Compensation,"  which permits entities to recognize as expense over
the  vesting  period  the  fair  value  of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the
provision  of  APB Opinion No. 25 and provide pro forma net income and pro forma
earnings  per  share  disclosures  for  employee  stock  option grants as if the
fair-value-based  method  defined  in SFAS No. 123 has been applied. The Company
has  elected  to  continue  to  apply  the  provisions of APB Opinion No. 25 and
provide  the  pro  forma disclosure provisions of SFAS No. 123 and SFAS No. 148.

DESCRIPTION OF BUSINESS

The Company, through its wholly owned subsidiary Freight Rate, Inc., operates as
an application service provider (ASP) offering an information and communication
system used by companies that require full truckloads of goods to be moved to or
from their facilities and the trucking companies that transport these goods.
This system, named the P2S MobileMarket(TM), collects and processes location and
other transportation information related to its customer's freight while in
transit and their trucking assets at all times. This information instantly
becomes accessible through the Company's website, http://www.power2ship.com,
enabling the Company's customers to make better-informed logistics decisions.

The Company also offers trucking companies the opportunity to lease its
proprietary wireless tracking and communication devices that automatically track
their trucks, communicate this location information to the P2S MobileMarket(TM)
and enable two-way wireless communication with the truck driver. These devices
are a vehicle locator device with a built-in modem that utilizes global
positioning system (GPS) technology to track the latitude and longitude of the
truck and a handheld personal digital assistant (PDA) that connects to the
vehicle locator device.

The Company's management believes that the P2S MobileMarket(TM) assists small
and medium-sized trucking companies, particularly those with less than 30
trucks, compete more effectively with larger carriers by improving their
management and utilization of transportation assets. Further, management
believes its system helps companies needing to have freight transported to
reduce their transportation, warehousing and inventory carrying costs.

                                      -14-
<PAGE>

SIX MONTHS ENDED NOVEMBER 30, 2003 COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30,
2002

RESULTS OF OPERATIONS

Revenue
Total revenue during the six months ended November 30, 2003 was $824,549, an
increase of $469,093 or 132%, compared with revenue of $355,456 during the same
six-month period of 2002. This increase consisted of the following:

-    Freight transportation revenue during the six months of 2003 was $597,547,
     an increase of $492,831 or 471%, compared with $104,716 during the same
     six-month period of 2002 as the Company only commenced offering freight
     transportation service in October 2002.

-    Revenue from access services provided during the six months of 2003,
     generated entirely from one customer, was $203,077 versus $0 during the
     same six-month period of 2002 as the Company's ASP system became
     operational in March of 2003.

-    Revenue from implementation services provided during the six months of 2003
     was $23,925, a decrease of $226,815 or 90.5% from $250,740 during the same
     six-month period of 2002 since most of the work associated with the
     contract with one major customer to develop and implement the Company's ASP
     system had been completed prior to the six-month period of 2003.

Operating Expenses
Total operating expenses were $2,336,933 in the six months ended November 30,
2003, an increase of $1,807,496 or 341% from operating expenses of $529,437
incurred during the same six-month period in 2002. This increase was attributed
to increases in freight transportation costs and in selling, general and
administrative expenses primarily associated with the additional personnel
required to implement the Company's business plan during the 2003 period as
compared with the 2002 period since the Company was in its development stage
during most of this time.

Freight transportation costs in the six months ended November 30, 2003 were
$482,182, an increase of $386,989 or 406.5%, versus $95,193 incurred during the
comparable 2002 period. This increase primarily was due to the Company providing
freight transportation services for the six-month period in 2003 compared with
only approximately the last month of the 2002 period prior to which the Company
was in its development stage.

Selling, general and administrative expenses were $1,854,751 during the six
months ended November 30, 2003, an increase of $1,420,507 or 327%, from $434,244
during the same six-month period in 2002. This increase in selling, general and
administrative expenses resulted from the following:

-    Salaries, benefits and consulting fees increased by $936,064 or 463% to
     $1,138,323 in the six-month period ended November 30, 2003 from $202,259
     during the comparable period in 2002. This increase primarily was due to
     the number of people working for the Company increasing to ___ at November
     30, 2003 from __ at November 30, 2002. Also, the compensation level of many
     of these people, which was below industry average compensation in 2002
     while the Company was a development stage company, was increased in 2003.

-    Common stock and options issued for services increased by $105,264 or 413%
     to $130,764 in the six-month period ended November 30, 2003 from $25,500 in
     the comparable period in 2002 as the Company provided equity securities in
     lieu of cash as compensation to some of its vendors and employees.

-    Other selling, general and administrative expenses increased by $379,179 or
     184% to $585,664 in the six months ended November 30, 2003 from $206,485 in
     the comparable period in 2002. This increase primarily resulted from the
     following changes:

                                      -15-
<PAGE>

-    Professional fees increased by $175,916 or 1040% to $192,826 for the six
     months ended November 30, 2003 from $16,910 during the same six-month
     period during 2002. This increase resulted from higher legal, accounting
     and other professional fees related to litigation, public reporting
     requirements and other matters incurred in the ordinary course of business
     in the 2003 period compared with the 2002 period when the Company had no
     operating subsidiaries.

-    Travel and entertainment expenses increased by $55,236 or 140% to $94,799
     in the six months ended November 30, 2003 from $39,563 in the comparable
     period in 2002 as a result of additional travel to customers, vendors and
     potential investors and for expenses associated with employee relocations
     during the six-month period of 2003.

-    Rent expense increased by $46,393 or 312% to $61,249 in the six months
     ended November 30, 2003 from $14,856 in the comparable period in 2002 as a
     result of the Company's move to a much larger facility in Boca Raton,
     Florida in June 2003 to accommodate its growth in personnel and operations.

-    Advertising and marketing expenses, including convention and trade show
     expenses, increased by $40,733 to $42,888 in the six months ended November
     30, 2003 from $2,155 in the same six-month period of 2002 as the company
     began participating in conventions and trade shows to introduce its
     products and services to its target markets during 2003. It did not
     participate in any trade shows in 2002 since it was a development stage
     company at that time.

-    Web hosting and Internet expenses increased by $39,158 or 218% to $57,155
     in the six months ended November 30, 2003 from $17,997 during the same
     six-month period in 2002. This increase resulted from the Company having
     customers that were accessing its Web site who required a high level of
     system reliability and data security in the six-month period of 2003 versus
     no such customers during the same six-month period of 2002.

-    Insurance expense increased by $35,796 to $36,721 in the six months ended
     November 30, 2003 from $925 during the same six-month period of 2002 as the
     Company began providing health insurance to employees and added director's
     and officer's liability insurance.

Other Expenses
Other expenses increased by $65,696 or 96% to $134,028 in the six months ended
November 30, 2003 from $68,332 in the same six-month period of 2002. This
increase was caused by an increase of $27,968 in litigation settlement expenses
and an increase in interest expense of $38,271 or 56% to $106,963 in the
six-month period in 2003 versus $68,692 in the same six-month period of 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company has experienced losses and negative cash flows from operations since
its inception. As of November 30, 2003, the Company had an accumulated deficit
of $10,015,576 and stockholders' equity of $161,106. Cash and cash equivalents
was $334,331 and the Company had $226,736 of working capital at November 30,
2003.

During  the  six  months  ended  November  30,  2003, the Company's cash balance
increased  by  $315,931.  This  increase  was  the  result of the Company having
received  $1,339,800 in proceeds from financing activities less $991,503 used in
operating  activities  and  $32,366  used  to  purchase  property and equipment.

Cash  flow  used  in  operating  activities primarily consisted of the Company's
$1,646,412  net loss offset by $668,376 of stock, options and warrants issued or
granted  for  services.

Cash  flow generated by financing activities include $1,134,000 in proceeds from
the  sale of shares of the Company's Series B and Series C convertible preferred
stock,  $280,800  in  proceeds  from  the sale of shares of the Company's common
stock,  $100,000  in  proceeds  from  the  issuance of a promissory note and the
repayment  of  $175,000  of  principal  related  to  several  promissory  notes.

The Company's future capital requirements depend primarily on the rate at which
it can decrease its 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, the Company's ability to successfully market its
products and services, the degree to which competitive products and services are
introduced to the market, and its ability to attract key personnel as it grows.
As long as the Company's cash flow from operations remains insufficient to
completely fund its operations, it will continue depleting its financial
resources and seeking additional capital through equity and/or debt financing.

                                      -16-
<PAGE>

Management estimates that its cash on hand at November 30, 2003, plus $261,000
in net proceeds received in December 2003 from the issuance of 18% promissory
notes plus its projected cash to be provided by changes in operating assets and
liabilities, will be sufficient to fund its projected use of cash for operating
activities for the three months ending February 29, 2004. Although the Company
engaged Newbridge Securities Corporation as its investment banker on November 4,
2003 to pursue various funding alternatives, it presently does not have any
commitments for additional capital and there is no assurance that it will be
able to obtain additional funding when needed, or that such funding, if
available, can be obtained on acceptable terms. If it cannot obtain funds when
required, it may be forced to modify its business plan and curtail or cease its
expansion and development plans. Further, such subsequent equity financing(s)
will cause existing shareholders to be diluted and the issuance of any
additional debt securities may contain restrictive covenants that may have an
adverse affect on its operations and encumber its assets.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure and procedures

Within 90 days prior to this report, with the participation of management, the
Company's principal executive officer and principal financial officer evaluated
our disclosure controls and procedures. Based on this evaluation, the principal
executive officer and principal financial officer concluded that the disclosure
controls and procedures are effective in timely alerting him to material
information required to be disclosed in periodic reports filed with the
Securities and Exchange Commission. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.

(b) Changes in internal controls

Subsequent to November 30, 2003 through the date of filing this Form 10-QSB,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls, including any
significant deficiencies or material weaknesses of internal controls that would
require corrective action.

                                      -17-
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In  January  2004,  the  Company was named as one of a number of defendants in a
lawsuit  filed  in the U.S. District Court for the Southern District of New York
(Sobek  et  al v. Quattrochi et al, Case No. 03CV10219) by a Company stockholder
who  purportedly acquired shares of the Company from another Company stockholder
in  May  2002  and  received  additional  shares  as collateral from the selling
stockholder.  Following  the  transaction,  the  selling stockholder induced the
Company's transfer agent to issue it replacement shares for the shares allegedly
provided  to the plaintiff as collateral.  Management believes that the claim is
without  merit as it pertains to the Company, and will file responsive pleadings
in  the  near  future.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended November 30, 2003, the Company issued and/or
granted various types of its securities to vendors, employees, consultants and
investors. The proceeds from the sales of securities were used to fund the
Company's operating loss and, to a limited extent, to purchase certain fixed
assets.

The Company issued 361,008 shares of its common stock to vendors, employees and
consultants and recorded the shares at their fair market value of $228,524.

The Company sold 1,061,900 shares of common stock to non-United States residents
for $660,765 less offering costs and agent discounts of $396,459 netting
$264,306. This transaction was exempt from registration under Regulation S of
the Securities Act of 1933.

The Company issued 5,700,000 shares of its common stock in exchange for 100,000
shares of its Series X convertible preferred stock and an additional 2,143,000
of its common shares pursuant to agreements providing for anti-dilution with
respect to any issuances of its common stock to the holders of the Series X
convertible preferred stock.

The Company sold 35,000 shares of its Series B convertible preferred stock for
$175,000 and issued 25,800 shares as repayment of a promissory note and accrued
interest thereon. The shares are convertible into 1,216,000 shares of the
Company's common stock at $0.25 per common share, are entitled to receive annual
dividends of 10% and have preferred registration rights. This transaction was
effected under Rule 506 of Regulation D of the Securities Act of 1933.

The Company granted Newbridge Securities Corporation, pursuant to a twelve-month
Business Advisory Agreement, options to purchase up to 500,000 shares of its
common stock for $0.01 per share that vest over a five-month period ending on
April 2, 2004.

The Company granted Newbridge Securities Corporation, in connection with a
twelve-month Business Advisory Agreement, a warrant to purchase up to 500,000
shares of its common stock at prices ranging from $0.54 to $1.29 per share which
vest over a five-month period ending on April 2, 2004 and expire on November 4,
2006.

During the three months ended November 30, 2003, the Company granted three-year
warrants to employees to purchase 395,200 shares of its common stock at prices
ranging from $0.53 to $0.78 per share.

During the three months ended November 30, 2003, the Company granted three-year
warrants to vendors and consultants to purchase 244,050 shares of its common
stock at prices ranging from $0.46 to $0.58 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

                                      -18-
<PAGE>

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

None

ITEM 5. OTHER INFORMATION

On November 4, 2003, the Company entered into a one-year business advisory
agreement with Newbridge Securities Corporation, a member of the National
Association of Securities Dealers, to provide the Company with financial
advisory and investment banking services. Newbridge's compensation includes
$5,000 per month, an option to purchase up to 500,000 shares of the Company's
common stock for $0.01 per share and a warrant to acquire up to 500,000 shares
of the Company's common stock at exercise prices ranging from $0.54 to $1.29 per
share that expires on November 4, 2006.

Douglas F. Gass, one of the three members of the Company's board of directors,
tendered his resignation effective November 26, 2003. The Company engaged Mr.
Gass on January 1, 2004 as a consultant for a period of 12 months for $1,000 per
month and 25,000 shares of common stock.

In January 2004, the Company and the Great Atlantic & Pacific Tea Company, Inc.
("A&P") mutually agreed to terminate their ASP Access and Service Agreement. As
of the date of filing this 10QSB, the Company's accounts receivable with A&P was
$59,915.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

31.1       Certification  of  Chief  Executive  Officer pursuant  to  Section
           302  of  the  Sarbanes-Oxley  Act  of  2002.

31.2       Certification  of  Chief  Financial Officer pursuant  to  Section
           302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1       Certification of Chief Executive Officer and Chief Financial Officer
           Pursuant to 18 U.S.C. Section 1350.

(b)   Reports on Form 8-K:  None


                                    SIGNATURE

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 thereunto duly authorized.



Date:  January 14, 2004              POWER2SHIP, INC.

                                     /s/ Richard Hersh
                                     Chief Executive Officer

                                      -19-
<PAGE>


EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Richard Hersh, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Power2Ship, Inc.;

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

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

4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectives of the issuer's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

(c) Disclosed in this report any change in the issuer's internal control over
financial reporting that occurred during the period covered by the Quarterly
Report that has materially affected, or is reasonably likely to materially
affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer(s) and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer's ability to record, process, summarize
and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal control over
financial reporting.



                                     /s/ Richard  Hersh
                                    -------------------------
                                    President,  Chief  Executive Officer


January 14, 2004

                                      -20-
<PAGE>

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Richard Hersh, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Power2Ship, Inc.;

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

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

4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Evaluated the effectives of the issuer's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

(c) Disclosed in this report any change in the issuer's internal control over
financial reporting that occurred during the period covered by the Quarterly
Report that has materially affected, or is reasonably likely to materially
affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer(s) and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer's ability to record, process, summarize
and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal control over
financial reporting.



                                     /s/ Richard  Hersh
                                    -------------------------
                                    President,  Chief  Financial Officer


January 14, 2004

                                      -21-
<PAGE>

EXHIBIT 32.1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Report on Form 10-QSB of Power2Ship, Inc.
for the period ended November 30, 2003, I, Richard Hersh, Chairman, Chief
Executive Officer, and Chief Financial Officer, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief, that:

1. Such Report on Form 10-QSB for the quarter ended November 30, 2003, fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

2. The information contained in such Report on Form 10-QSB for the quarter ended
November 30, 2003, fairly presents, in all material respects, the financial
condition and results of operations of Power2Ship, Inc.

                                          POWER2SHIP, INC.



Dated:  January 14, 2004                   By: /s/  Richard Hersh
                                               -------------------------
                                           Name: Richard  Hersh,  Chairman
                                           Title: Chief  Executive  Officer and
                                                  Chief Financial  Officer

                                      -22-
<PAGE>