10QSB/A 1 doc1.txt 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. 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 (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

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

POWER2SHIP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET MARCH 31, 2003 (UNAUDITED) ASSETS Current assets: 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 ============

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 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 ============ ============

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 $(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 ========== ==========

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