10QSB 1 doc1.txt POWER2SHIP, 10QSB, 3-31-03 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 MARCH 31, 2003 Commission File Number 0-25753 POWER2SHIP, INC. (Exact name of Registrant as specified in its charter) NEVADA 13-1026995 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10400 GRIFFIN ROAD, SUITE 101, FORT LAUDERDALE, FLORIDA 33328 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 680-6608 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: $431,831 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. 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 TABLE OF CONTENTS ----------------- Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements: 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 5 Selected Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis or Plan of Operation 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Item 4. Controls and Procedures 12 PART II OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURE 15 CERTIFICATIONS 16 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) 5 Selected Notes to Consolidated Financial Statements. 7

POWER2SHIP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET MARCH 31, 2003 (UNAUDITED) ASSETS Current assets: Cash $ 170,864 Accounts receivable 360,101 Notes receivable 20,455 ------------ Total current assets 551,420 ------------ Property and equipment 107,276 Less accumulated deprecation (29,404) ------------ 77,872 ------------ $ 629,292 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - short term $ 155,251 Accounts payable and accrued expenses 159,022 ------------ Total current liabilities 314,273 ------------ Long term debt: Convertible notes payable 175,000 Convertible note payable to related party 135,000 Stockholders' equity: 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 25,086 Additional paid-in capital 6,831,049 Accumulated deficit (6,851,303) ------------ Stockholders' equity 5,019 ------------ $ 629,292 ============

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

POWER2SHIP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended March 31, 2003 2002 ------------ ------------ Revenue: Freight income $ 215,511 $ - Software development services 216,320 - ------------ ------------ Total revenue 431,831 - ------------ ------------ Operating expenses: Freight costs 199,811 - Selling, general and administrative: Non-cash consultant expense 442,871 975 Other selling, general and administrative 342,460 161,793 Research and development 56,904 20,550 ------------ ------------ Total operating expenses 1,042,046 183,318 ------------ ------------ Loss from operations (610,215) (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 $ (633,258) $ (211,268) ============ ============ Loss per share-basic and diluted $ (0.03) $ (0.01) ============ ============ Weighted average shares outstanding 24,397,595 18,787,973 ============ ============

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

POWER2SHIP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended March 31, 2003 2002 ---------- ---------- Net loss $(633,258) $(211,268) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,461 537 Issuance of stock, options and warrants for services, compensation and conversion 442,871 975 Changes in operating assets and liabilities: Increase in accounts receivable (279,823) - Increase in short term notes receivable (270) (4,146) Increase (decrease) in accounts payable and accrued expenses 135,005 27,515 Decrease in accrued salaries (147,520) (14,303) Increase is short term notes payable 1,430 7,145 Increase in note payable to related party 135,000 - ---------- ---------- Net cash used in operating activities $(345,104) $(193,545) ---------- ----------

Continued The accompanying notes are an integral part of these financial statements. Page 5

POWER2SHIP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended March 31, 2003 2002 ----------- --------- Cash flows from investing activities: Purchases of property and equipment $ (41,018) $ (1,904) ----------- --------- Net cash provided by (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 485,854 218,453 ----------- --------- Net increase (decrease) 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 =========== ========= Supplemental disclosure of cash flow information: Cash paid for interest during the period $ - $ - =========== ========= Cash paid for income taxes during the period $ - $ - =========== --------- Supplemental disclosure of financing activities: Conversion of convertible promissory notes to common stock $1,590,086 $ - =========== =========

The accompanying notes are an integral part of these financial statements. Page 6 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 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. 7 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 summary of 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 $6,851,303 and its management estimates it will require approximately $2,350,000 in 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. 8 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 in two customers. Freight income was generated from one customer and revenue from providing software development services was generated from a second customer. 9 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 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 $431,831 compared with $0 during the same period of 2002. Revenue in the first quarter of 2003 consisted of $216,320 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 cost of sales was $199,811 for the three months ended March 31, 2003 compared with $0 during the same period of 2002. Cost of sales in the first quarter of 2003 consisted entirely of payments to contract motor carriers. No cost of sales was incurred in the first quarter of 2002 as the Company was a development stage company during that period. The Company's gross profit margin on freight transportation revenue for the first quarter of 2003 was 7.3%. The Company had no gross profits during the same period of 2002 when the Company was a development stage company. Total operating expenses were $1,042,046 for the three months ended March 31, 2003, an increase of $858,728 versus operating expenses of $183,318 during the same period of 2002. The increase in operating expenses during the first quarter of 2003 was associated with the Company having revenue-generating operations during the fourth quarter of 2002 versus being a development stage company during the same period of 2002. 10 Freight costs during the first quarter of 2003 were $199,811 versus $0 during the first quarter of 2002 as the Company was incurring expenses with contract motor carriers to provide freight transportation services. Selling, general and administrative expenses were $785,331 for the three months ended March 31, 2003, an increase of $622,563 versus the $162,768 incurred during the same period of 2002. This increase consisted of a $441,896 increase in non-cash compensation expense and a $180,667 increase in other selling, general and administrative expenses. Non-cash compensation expense during the first quarter of 2003 was $442,871 versus $975 during the same period of 2002. This increase was due to compensation paid to consultants in the form of the Company's common stock and common stock options. Other selling, general and administrative expenses during the first quarter of 2003 were $342,460, an increase of $180,667, versus $161,793 during the same period of 2002. The expenses contributing the most to this increase were as follows: - Payroll and consulting expenses in the first quarter of 2003 were $170,848, an increase of $68,408 or 66.8%, versus $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 $50,589, an increase of $45,589 or 912%, versus $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. - Travel expenses increased by $22,734 or 359% to $29,069 in the first quarter of 2003 versus $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 versus $0 in the same period of 2002 as the Company purchased an Oracle database software license. - Other general and administrative expenses were $76,755, an increase of $28,736 or 59.8% versus $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 expenses were $23,043 during the first quarter of 2003, a decrease of $4,907 or 17.6%, versus other expenses of $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. 11 Liquidity and Capital Resources: The Company has incurred losses since its inception. As of March 31, 2003, the Company had an accumulated deficit of $6,851,303 and stockholders' equity of $5,019. 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 approximately $2.35 million of 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk generally represents the risk of loss that may result from the potential change in value of a financial instrument as a result of fluctuations in interest rates and market prices. The Company has not traded or otherwise transacted in derivatives nor does it expect to do so in the future. The Company has established policies and internal processes related to the management of market risks which are used in the normal course of its business operations. The fair value of long-term debt is subject to interest rate risk. While changes in market interest rates may affect the fair value of a company's fixed-rate long-term debt, if any, the Company believes that a change in interest rates would not have a material impact on its financial condition, future results of operations or cash flows. ITEM 4. 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. 12 (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. 13 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On June 10, 2002 Caps Logistics, Inc., a Georgia corporation ("Caps") filed a motion against Power2Ship, a Freight Rate, Inc. trade name, in the Circuit Court of Fairfax County, Virginia to enforce a promissory note for $143,000 ("Note") made by it to Caps on September 27, 2001 related to certain software provided to it by Caps in March 2000. The Note expired on May 1, 2001. Caps is seeking payment of the entire balance of the Note, accrued interest at the rate of six percent (6%) for the entire term of the Note and reasonable attorneys' fees in the amount of ten percent (10%) of the balance of the Note. Freight Rate, Inc. responded to the motion on August 2, 2002 by denying liability and asserting a counterclaim for breach of contract, fraudulent inducement and declaratory relief. Settlement discussions between the parties currently are underway. 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. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The Company sold 175,000 shares of its Common Stock during the three months ended March 31, 2003 for $0.50 per share. Also, during this period 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. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None 14 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: 10.12 Employment Agreement with Richard Hersh, Chief Executive Officer 10.13 Employment Agreement with Michael Darden, President 10.14 Employment Agreement with John Urbanowicz, Vice President of Information Technology 99.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K On March 26, 2003, the Company filed a current report on Form 8-K disclosing its change of control upon the merger with Freight Rate, Inc., its disposition of assets and liabilities that occurred simultaneously with the merger and the agreements related thereto. On May 2, 2003, the Company filed a current report on Form 8-K disclosing that it had dismissed its previous certifying accounting firm and engaged Sweeney Gates & Co. as its new independent accounting firm. 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: May 15, 2003 POWER2SHIP, INC. /S/ Richard Hersh ------------------------------- Richard Hersh Chief Executive Officer 15 CERTIFICATIONS I, Richard Hersh, Chairman, Chief Executive Officer, and Chief Financial Officer of Power2Ship, Inc. hereby certify that: 1. I have reviewed this 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 Registrant as of, and for, the periods presented in this Report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have: (a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Report is being prepared; (b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Report (the "Evaluation Date"); and (c) presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Registrant's auditors and to the audit committee of Registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent valuation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 15, 2003 By: /s/ Richard Hersh ------------------- Name: Richard Hersh, Chairman Title: Chief Executive Officer & Chief Financial Officer 16