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

                                  FORM 10-QSB/A

[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 MARCH 31, 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

Securities registered pursuant to Section 12 (b) of the Act:     NONE

Securities registered pursuant to Section 12 (g) of the Act:  COMMON STOCK
                                                            (Title of Class)

     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  [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-QSB or any amendment to
the  Form  10-QSB.     Yes  [ ]     No  [X]

     State issuer's revenue for its most recent quarter:     $356,831

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act of 1934): $18,932,803 as of March 31, 2003.

<PAGE>

ISSUERS INVOLED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS

     Not applicable.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 2003: 25,086,448 shares of common stock, par value
$.001 per share (the "Common Stock")

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

                      DOCUMENTS INCORPORATED BY REFERENCE:

     None

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                            Page
                                                                                            ----
PART I   FINANCIAL INFORMATION
<S>      <C>                                                                                <C>
Item 1.  Financial Statements (Unaudited):

         Consolidated Balance Sheet, March 31, 2003                                            2

         Consolidated Statements of Operations, Three Months
         Ended March 31, 2003 and 2002                                                         3

         Consolidated Statements of Cash Flows, Three Months
         Ended March 31, 2003 and 2002                                                         4

         Selected Notes to Consolidated Financial Statements                                   6

Item 2.  Management's Discussion and Analysis or Plan of
         Operation                                                                             8

Item 3.  Controls and Procedures                                                              10

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                                    11

Item 2.  Changes in Securities                                                                11

Item 3.  Defaults Upon Senior Securities                                                      12

Item 4.  Submission of Matters to a Vote of Security Holders                                  12

Item 5.  Other Information                                                                    12

Item 6.  Exhibits and Reports on Form 8-K                                                     12

         SIGNATURE                                                                            13

         CERTIFICATIONS                                                                       14
</TABLE>

<PAGE>

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

ITEM 1.     FINANCIAL STATEMENTS

                         [INDEX TO FINANCIAL STATEMENTS]

     Consolidated Balance Sheet as of March 31, 2003 (unaudited)           2

     Consolidated Statements of Operations for the three months ended
     March 31, 2003 and March 31, 2002 (unaudited)                         3

     Consolidated Statements of Cash Flows for the three months ended
     March 31, 2003 and March 31, 2002 (unaudited)                         4

     Selected Notes to Consolidated Financial Statements                   5

<PAGE>

<TABLE>
<CAPTION>

                        POWER2SHIP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

ASSETS
Current assets:
<S>                                                                <C>
   Cash                                                            $   170,864
   Accounts receivable                                                 285,101
   Notes receivable                                                     20,455
   Other                                                                20,410
                                                                   ------------

        Total current assets                                           496,830
                                                                   ------------

Property and equipment                                                 107,276
     Less accumulated deprecation                                      (29,404)
                                                                   ------------

                                                                        77,872
                                                                   ------------

                                                                   $   574,702
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable - short term                                      $   155,251
   Accounts payable and accrued expenses                               230,331
                                                                   ------------

       Total current liabilities                                       385,582
                                                                   ------------

Long term debt:
   Convertible notes payable                                           300,000
   Convertible note payable to related party                           135,000

Stockholders' deficit:
   Series X convertible preferred stock, $.001 par value, 100,000
      shares authorized; 100,000  shares issued and outstanding            100
   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; 25,086,448 shares issued and outstanding              25,086
   Additional paid-in capital                                        6,706,049
   Accumulated deficit                                              (6,977,202)
                                                                   ------------

       Stockholders' deficit                                          (245,880)
                                                                   ------------

                                                                   $   574,702
                                                                   ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                     Page  2

<PAGE>

<TABLE>
<CAPTION>

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

                                                  Three months ended March 31,
                                                        2003          2002
                                                    ------------  ------------
<S>                                                 <C>           <C>
Revenue:
   Freight income                                   $   215,511   $         -
   Software development services                        141,320             -
                                                    ------------  ------------

      Total revenue                                     356,831             -
                                                    ------------  ------------

Operating expenses:
   Freight costs                                        202,572             -
   Selling, general and administrative:
        Non-cash consultant expense                     442,871           975
        Other selling, general and administrative       400,598       161,793
   Research and development                              56,904        20,550
                                                    ------------  ------------

       Total operating expenses                       1,102,945       183,318
                                                    ------------  ------------

       Loss from operations                            (746,114)     (183,318)
                                                    ------------  ------------

Other income (expense):
   Interest income                                          273           145
   Interest expense                                     (37,356)      (28,095)
   Other income                                          14,040             -
                                                    ------------  ------------

       Total other income (expense)                     (23,043)      (27,950)
                                                    ------------  ------------

Net loss                                            $  (769,157)  $  (211,268)
                                                    ============  ============

Loss per share-basic and diluted                    $     (0.03)  $     (0.01)
                                                    ============  ============


Weighted average shares outstanding                  24,397,595    18,787,973
                                                    ============  ============
</TABLE>

    The accompanying notes are an integral part of these financial statements.
                                     Page 3

<PAGE>

<TABLE>
<CAPTION>

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


                                                                               Three months ended March 31,
                                                                                   2003             2002
                                                                                ----------       ----------
<S>                                                       <C>                   <C>         <C>  <C>
   Net loss                                                                     $(769,157)       $(211,268)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                                                1,461              537
        Gain on forgiveness of accrued salary                                     (12,520)               -
        Issuance of stock, options and warrants
          for services, compensation and conversion                               442,871              975
        Changes in operating assets and liabilities:
            Increase in accounts receivable                                      (204,823)               -
            Increase in other current assets                                      (10,410)               -
            Increase in short term notes receivable                                  (270)          (4,146)
            Increase in accounts payable
              and accrued expenses                                                206,272           27,515
            Decrease in accrued salaries                                                -          (14,303)
            Increase is short term notes payable                                    1,430            7,145
                                                                                ----------       ----------

               Net cash used in operating activities                            $(345,146)       $(193,545)
                                                                                ----------       ----------

Cash flows from investing activities:
   Purchases of property and equipment                                          $ (41,018)       $  (1,904)
                                                                                ----------       ----------

               Net cash used in investing activities                            $ (41,018)       $  (1,904)
                                                                                ----------       ----------

Cash flows from financing activities:
   Proceeds from convertible promissory notes                                   $ 145,134        $ 243,453
   Proceeds from sale of common stock                                             175,000                -
   Proceeds from sale of Series B preferred stock                                 165,762                -
   Purchase of treasury stock                                                           -          (25,000)
                                                                                ----------       ----------

               Net cash provided by financing activities                        $ 485,896        $ 218,453
                                                                                ----------       ----------

               Net increase in cash and cash equivalents                           99,732           23,004
                                                                                ----------       ----------

Cash and cash equivalents, beginning of period                                     71,132           56,820
                                                                                ----------       ----------

Cash and cash equivalents, end of period                                        $ 170,864        $  79,824
                                                                                ==========       ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                     Page 4

<PAGE>

                        POWER2SHIP, INC. AND SUBSIDIARIES
                                SELECTED NOTES TO
                  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


1.     BASIS OF PRESENTATION

     Power2Ship, Inc. (the "Company"), formerly Jaguar Investments, Inc.
("Jaguar"), consummated a merger with Freight Rate, Inc. on March 11, 2003. The
agreement and plan of merger related to this transaction is summarized in Note 3
herein and attached as an exhibit to Form 8-K filed by Jaguar on March 26, 2003.

     For accounting purposes, the transaction was treated as a recapitalization
and accounted for as a reverse acquisition since, excluding the assets,
liabilities and operations of Freight Rate, Inc., upon closing the merger
transaction, Jaguar had nominal assets and no liabilities or operations.
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. On May 13, 2003, Jaguar
changed its name to Power2Ship, Inc.

     Unaudited interim financial statements - The accompanying unaudited
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary Freight Rate, Inc. and Freight Rate, Inc.'s inactive
subsidiaries Power2Ship, Inc. (Delaware) and Power4PL, Inc. In the opinion of
management, these financial statements reflect all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
results for the interim periods.  Certain footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to SEC rules and regulations.  The preparation of financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amount of revenue and expense during the reporting
period.  Actual results could differ from those estimates.  The results of
operations for the three months ended March 31, 2003, are not necessarily
indicative of the results to be expected for the year ended December 31, 2003.
These consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's audited
financial statements as of December 31, 2002.

2.     SELECTED ACCOUNTING POLICIES

     Due to the reverse acquisition of Freight Rate, Inc., the following
accounting policies supplement those included in the Company's annual report on
Form 10-KSB as of December 31, 2002.

     Revenue recognition - The Company recognizes freight income, freight
charges and expenses when shipments arrive at their destinations. Revenue from
software development services is recognized as the services are provided.

                                        5

<PAGE>

     Research and development expenses - Research and development expenses are
charged to operations as incurred.

     Loss per share - The Company accounts for earnings per share according to
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("FAS
128").  FAS 128 requires presentation of basic and diluted earnings or loss per
share.  Stock options granted during the year were not included in the
computation of net loss per share because the effect of inclusion would be
anti-dilutive due to the Company's net loss.  Earnings or loss per share is
computed by dividing net income or loss by the weighted average number of shares
outstanding during the period.  The Company has considered all shares issued by
the registrant prior to the merger with Freight Rate, Inc. to be outstanding for
the entire period.

3.          MERGER

     On March 11, 2003, a wholly-owned subsidiary of the Company, Jag2
Corporation, a Delaware corporation ("Merger Sub") consummated an agreement and
plan of merger (the "Merger Agreement") with Freight Rate, Inc.  Pursuant to the
Merger Agreement, Merger Sub was merged with and into Freight Rate, Inc. and
Freight Rate, Inc. survived as the Company's wholly-owned subsidiary corporation
(the "Merger").  At the effective time of the Merger, the holders of Freight
Rate, Inc. common and preferred stock, warrants and options exchanged their
securities for an aggregate of (i) 29,768,523 shares of the Company's Common
Stock, options and warrants to purchase shares of the Company's Common Stock
(12,051,448 shares of which will be issued initially, with the remaining
17,717,075 shares underlying the options and warrants), (ii) 100,000 shares of
Series X Preferred Stock and (iii) 87,000 shares of Series Y Preferred Stock.
The Series Y Preferred Stock has 200 votes per share and has the right to vote
with the common shareholders in all matters, and is convertible into 231,477
shares of the Company's Common Stock at the holder's option.  The Series X
Preferred Stock is required to be converted on March 11, 2004 into as many as an
additional 85,740,000 shares of the Company's Common Stock based upon the degree
to which a one-year funding schedule of up to $2.5 million is met. In the event
that the entire $2.5 million of funding is consummated, the Series X Preferred
Stock will be cancelled. The Merger Agreement was filed as an exhibit to Form
8-K filed on March 26, 2003.

4.     GOING  CONCERN  AND  MANAGEMENT'S  PLAN

     The Company had been in the development stage from its inception until it
commenced freight operations during the month of October 2002.  Its continued
existence is dependent upon its ability to resolve its liquidity problems,
principally by obtaining equity or debt capital, increasing sales and achieving
profitable operations.

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  As shown in the accompanying
financial statements, at March 31, 2003, the Company's accumulated deficit was
$6,977,202, it has experienced net losses since its inception in 1996 and it
incurred a $769,157 net loss during the quarter ended March 31, 2003. Management
estimates it will require additional capital during the remainder of 2003 to
execute its business plan.  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.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                                        6

<PAGE>

     Management's plan is to raise additional equity and/or debt capital to
fully implement its business plans and to increase sales.  The Company is
subject to the expenses and uncertainties frequently encountered by companies in
rapidly evolving, technologically-driven markets.  These risks include the
failure or unwillingness of creditors to accept equity for debt, the rejection
of the Company's services by businesses and the inability of the Company to
generate sufficient revenue to generate positive cash flow.

     The financial statements do not include any adjustment that might result
from the outcome of this uncertainty.

5.     CONCENTRATION

     The Company's revenue during the first quarter of 2003 was concentrated
with two customers.  Freight income was generated from one customer and revenue
from providing software development services was generated from a second
customer.

                                        7

<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.

Description of Business

     The Company, through its wholly-owned subsidiary Freight Rate, Inc.,
operates as an Application Service Provider (ASP) offering a highly accessible,
user-friendly information and communication system for the truckload freight
industry. This system - named the P2S MOBILEMARKET(TM) - includes an online site
that collects, consolidates, processes and presents real-time
transportation-related data that is valuable to logistics departments of
shippers and motor carriers. This information assists these shippers and
carriers to operate more efficiently by enabling them to 1) Identify and utilize
excess transportation capacity, 2) Execute freight transactions online and 3)
Track the movement of loads and/or transportation assets online. The Company's
website may be found at www.power2ship.com.
                        ------------------

Results of Operations

     Three Months Ended March 31, 2003 Compared to Three Months Ended March 31,
2002.

     Total revenue for the three months ended March 31, 2003 was $356,831
compared with $0 during the same period of 2002. Revenue in the first quarter of
2003 consisted of $141,320 from The Great Atlantic & Pacific Tea Company, Inc.
("A&P") for providing software development services and $215,511 for providing
freight transportation services utilizing contract motor carriers. No revenue
was generated in the first quarter of 2002 since the Company was a development
stage company during that period.

     Total operating expenses were $1,102,945 for the three months ended March
31, 2003, an increase of $919,627 from operating expenses of $183,318 incurred
during the same period of 2002. The increase in operating expenses during the
first quarter of 2003 was attributed to increases in freight costs associated
with the Company's revenue-generating operations and higher selling, general and
administrative expenses and research and development expenses associated with
additional administrative and technical personnel required to implement the
Company's business plan during the period as compared with when it was a
development stage company during the same period of 2002.

     Freight costs during the first quarter of 2003 were $202,572 versus $0
incurred during the first quarter of 2002. These costs consisted entirely of
payments to contract motor carriers to provide freight transportation services.
No cost of sales was incurred in the first quarter of 2002 when the Company was
a development stage company.

     Selling, general and administrative expense was $843,469 for the three
months ended March 31, 2003, an increase of $680,701 from the $162,768 incurred
during the same period of 2002.     Non-cash compensation expense during the
first quarter of 2003 was $442,871, an increase of $441,896 from $975 incurred
during the same period of 2002 consisting of additional compensation paid to
consultants in the form of the Company's common stock and common stock options.
Other selling, general and administrative expense during the first quarter of
2003 was $400,598, an increase of $238,805, from $161,793 incurred during the
same period of 2002 that consisted of the following:

                                        8

<PAGE>

-    Payroll and consulting expenses in the first quarter of 2003 were $176,331,
     an  increase of $73,891 or 72.1%, from $102,440 in the comparable period of
     2002.  This  increase was due to an increase in the number and compensation
     level  of  the  Company's employees and consultants required to work on its
     contract  with  A&P.
-    Legal  expenses  in  the first quarter of 2003 were $53,438, an increase of
     $48,438  or 969%, from $5,000 incurred during the same period of 2002. This
     increase  resulted primarily from the legal fees associated with the merger
     transaction  with  Freight  Rate, Inc. and the settlement negotiations with
     Caps  Logistics,  Inc.
-    Web  hosting expense increased by $44,418 from $0 during the same period of
     2002  as a result of the expenses incurred to dedicated hosting and support
     services.
-    Travel  expenses  increased  by  $29,465  or  465%  to $35,799 in the first
     quarter  of  2003  from  $6,334  in  the same period of 2002 as a result of
     additional  travel  to  customers,  vendors  and potential funding sources.
-    Computer  software  expenses  increased  by $15,200 in the first quarter of
     2003  from  $0  in  the  same  period  of  2002  as a result of the Company
     purchasing  an  Oracle  database  software  license.
-    Other  general  and  administrative  expenses  were $75,413, an increase of
     $27,394  or 57.1% from $48,019 during the same period in 2002, primarily as
     a  result  of the normal operating costs associated with the greater number
     of  employees  and  consultants  working  with  the  Company.

     Research and development expenses for the first quarter of 2003 were
$56,904, an increase of $36,354 or 177%, versus $20,550 incurred during the same
quarter of 2002. This increase was associated with the costs paid to employees
and consultants to develop the Company's website.

     Other expense was $23,043 during the first quarter of 2003, a decrease of
$4,907 or 17.6%, from $27,950 incurred during the same period of 2003. This
decrease primarily was due to an increase of $14,040 in other income partially
offset by an increase of $9,261 in interest expense to $37,356 during the first
quarter of 2003 versus $28,095 during the same period of 2002. The increase in
other income during the period primarily was from a gain of $12,520 realized
from the forgiveness of $147,520 in accrued salaries in consideration for a
convertible promissory note made by the Company in the amount of $135,000 that
accrues interest at 8.0% per annum and matures on June 30, 2006.

                                        9

<PAGE>

Liquidity and Capital Resources:

     The Company has incurred losses since its inception.  As of March 31, 2003,
the Company had an accumulated deficit of $6,977,202 and a stockholders' deficit
of $245,880. Historically, the Company has relied on the private sale of equity
and debt securities to finance its operations.  As of March 31, 2003, the
Company had $170,864 of cash and cash equivalents.

     The Company's future capital requirements will depend on many factors,
including its cash flow from operations, competing market and technological
developments, and its ability to market its products and services successfully.
Its continued operations depend upon the availability of cash flow from
operations and/or its ability to raise additional funds through subsequent
equity or debt financings.  The Company's management projects that the Company
will require additional capital during the remainder of 2003 in order to fully
execute its business plan. The Company 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 needed funds, it may be
forced to modify its business plans and curtail or cease its expansion and
development plans. Further, such subsequent funding(s) may result in substantial
dilution for its existing shareholders and any additional debt instruments
issued may contain restrictions on the Company's operations.

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 January 31, 2003 through the date of filing this Form
10-QSB for the quarter ended March 31, 2003, 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.

                                       10

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On July 21, 2003, the Company settled its litigation with Caps Logistics,
Inc. ("Caps") and Baan USA, Inc. ("Baan"). Pursuant to the terms of this
settlement, the Company issued a $170,000 non-interest bearing note to Baan
requiring an immediate payment of $30,000, made on July 15, 2003, followed by 22
monthly payments of $5,000 due no later than the fifth of each month beginning
in August 2003. If all of these principal payments are made when due, then the
remaining outstanding principal balance of $30,000 shall be forgiven.

     On April 4, 2003, a demand letter was received by Freight Rate, Inc. from
an attorney representing two former consultants ("Consultants") claiming that
Freight Rate, Inc. had breached a consulting agreement with each of the
Consultants by withholding compensation allegedly earned pursuant to such
consulting agreements. One consultant is seeking to collect compensation of
$50,000, approximately 30,000 shares of common stock and an additional number of
shares equal to 7% of the number of shares issued to investors introduced by
Consultant. The other Consultant is seeking to collect compensation in the form
of preferred stock convertible into 5% of the fully diluted shares of the
Company following the first round of financing completed after becoming public.
The letter further states that, unless such compensation is paid, the
Consultants intend to have their disputes mediated and, if mediation is
unsuccessful, arbitrated. Freight Rate, Inc. disputes these claims and believes
that they are without merit.  The Company intends to vigorously defend Freight
Rate, Inc.'s position in these matters. In the opinion of management, the
ultimate disposition of such actions will not have a material adverse effect on
its financial position or results of operations.

     On June 18, 2003, a shareholder filed a complaint against us and our Chief
Executive Officer in the United States District Court, Southern District of New
York, alleging that we were preventing him, without justification, from selling
150,000 restricted shares of common stock pursuant to SEC Rule 144 by not
instructing our counsel to issue an opinion letter to the effect that such
shares are transferable and saleable. He is seeking an injunction directing us
to have our counsel issue an opinion letter and requesting the court to
determine his damages, including attorney's fees and other costs, incurred in
pursuing this complaint. We have responded to this complaint by informing the
court of a competing claim made by another shareholder with respect to the
ownership of the shares. We believe the shareholder's complaint is without merit
and intend to vigorously defend our position in this matter. In the opinion of
management, the ultimate disposition of such claim will not have a material
adverse effect on our financial position or results of operations.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     The Company sold 350,000 shares of its Common Stock during the three months
ended March 31, 2003 for $0.50 per share. This Common Stock offering was
terminated by the Company on May 30, 2003 with a total of $328,500 having been
raised. Also, during this period and prior to the merger with Freight Rate,
Inc., the Company's wholly-owned subsidiary, Freight Rate, Inc., raised $165,762
through the sale of 82,881 units for $2.00 per unit with each unit consisting of
two shares of Series B Preferred Stock convertible into two shares of Freight
Rate, Inc. common stock and one warrant to purchase one share of Freight Rate,
Inc. common stock for $3.00 per share that is exercisable until December 31,
2004. The proceeds from these sales were used to fund the Company's operating
loss incurred during the period. Both transactions were effected under Rule 506
of Regulation D of the Securities Act of 1933.

                                       11

<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None


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

     On March 5, 2003, Jaguar Investments, Inc., sole shareholder of Jag2
Corporation, a Delaware corporation, adopted a resolution to consummate an
agreement and plan of merger (the "Merger Agreement") with Freight Rate, Inc.
Pursuant to the Merger Agreement, on March 11, 2003, Jag2 Corporation was merged
with and into Freight Rate, Inc. and Freight Rate, Inc. survived as the
Company's wholly-owned subsidiary corporation.

     On March 27, 2003, holders of a majority of the outstanding stock of the
Company adopted a resolution to amend the Company's Articles of Incorporation
changing its name to Power2Ship, Inc. The amendment became effective on May 13,
2003.


ITEM 5.  OTHER INFORMATION

     None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:

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

31.2 Certification  of Principal Executive Officer Pursuant to 18 U.S.C. Section
     1350.

                                       12

<PAGE>

                                    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:  August 11, 2003               POWER2SHIP, INC.



                         /s/ Richard Hersh
                         Chief Executive Officer

                                       13

<PAGE>

EXHIBIT 31.1

                            SECTION 302 CERTIFICATION

I,  Richard  Hersh,  certify  that:

1.   I  have  reviewed  this  amended  Quarterly  Report  on  Form  10-QSB/A  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
     Annual  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

                                       14

<PAGE>

     (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  and
     Chief  Financial  Officer

August  11,  2003

                                       15

<PAGE>

EXHIBIT 32.1

 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

     In  connection with the accompanying Report on Form 10-QSB/A of Power2Ship,
Inc.  for  the  period  ended March 31, 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/A for the quarter ended March 31, 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/A for the
quarter  ended March 31, 2003, fairly presents, in all material respects, the
financial  condition  and  results  of  operations  of Power2Ship, Inc.

               POWER2SHIP, INC.


Dated:  August 11, 2003     By:       /s/  Richard  Hersh
                                        -----------------------------------
                            Name:     Richard  Hersh,  Chairman
                            Title:    Chief  Executive  Officer  and  Chief
                                      Financial  Officer

<PAGE>