<DOCUMENT>
<TYPE>10KSB
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<FILENAME>doc1.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    -------
                                  FORM 10-KSB

[X]  ANNUAL  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 AND
     EXCHANGE  ACT  OF  1934

For  the  fiscal  year  ended  MAY  31,  2003     Commission File Number 0-25753
                               --------------                            -------

                                POWER2SHIP, INC.
                                ----------------
     (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

              NEVADA                                    87-0449667
              ------                                    ----------
 (STATE  OR  OTHER  JURISDICTION                     (I.R.S.  EMPLOYER
OF  INCORPORATION  OR  ORGANIZATION)                 IDENTIFICATION  NO.)

     903  CLINT  MOORE  ROAD,  BOCA  RATON,  FLORIDA            33487
     -----------------------------------------------            -----
     (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)            (ZIP  CODE)

REGISTRANT'S TELEPHONE NUMBER:         (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 Securities Exchange Act of
1934  during  the  preceding  12  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-K or any amendment to this
Form  10-KSB.
Yes  [ ]    No  [x]

<PAGE>

State  issuer's  revenue  for  its  most  recent  fiscal  year:   $1,019,883

     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).  $17,231,837  as  of  September  9,  2003.

     State  the  number of shares outstanding of each of the issuer's classes of
common  stock equity, as of May 31, 2003: 27,115,184 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 OF CONTENTS
                                -----------------


PART I                                                                     1 - 8

DESCRIPTION OF BUSINESS                                                        1
DESCRIPTION OF PROPERTY                                                        7
LEGAL PROCEEDINGS                                                              7
SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                             8

PART II                                                                   9 - 16

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                       9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS                    11
FINANCIAL STATEMENTS                                                          15
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE                                                                    16

PART III                                                                 17 - 29

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT OF THE REGISTRANT                           17
EXECUTIVE COMPENSATION                                                        19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                23
EXHIBITS AND REPORTS ON FORM 8-K                                              24
CONTROLS AND PROCEDURES                                                       28
SIGNATURES                                                                    29

<PAGE>

                                     PART I
                                     ------

ITEM     1.     DESCRIPTION  OF  BUSINESS

     FORWARD  LOOKING  STATEMENTS

     This  Annual  Report  on  Form 10-KSB (this "Report") as well as statements
made in press releases and oral statements that may be made by the Company or by
officers,  directors  or employees of the Company acting on the Company's behalf
that  are  not  statements  of  historical  or  current fact constitute "forward
looking  statements"  within  the  meaning  of the Private Securities Litigation
Reform  Act  of 1995.  Such forward-looking statements involve known and unknown
risks,  uncertainties  and  other  unknown  factors  that could cause the actual
results of the Company to be materially different from the historical results or
from any future results expressed or implied by such forward-looking statements.
In  addition  to  statements  which  explicitly  describe  such  risks  and
uncertainties,  readers  are urged to consider statements labeled with the terms
"believes",  "belief",  "expects",  "intends",  "anticipates"  or  "plans" to be
uncertain  forward-looking statements.  The forward looking statements contained
herein  are  also  subject  generally  to other risks and uncertainties that are
described from time to time in the Company's reports and registration statements
filed  with  the  Securities  and  Exchange  Commission.

     HISTORY

     Power2Ship,  Inc.  ("P2S"  or  the  "Company"),  formerly  known  as Jaguar
Investments, Inc., was formed in Nevada on October 28, 1987.  From its inception
until  December  19,  2001,  when it acquired 100% of the issued and outstanding
shares  of common stock of Premier Sports Media and Entertainment Group, Inc., a
New  York  corporation  ("Premier"), P2S did not engage in any material business
operations.  The  acquisition  of  all  the  issued  and  outstanding  shares of
Premier's  common stock was completed by a share exchange (the "Share Exchange")
whereby  P2S  acquired  388,889 shares of Premier's common stock in exchange for
1,000,000  of  P2S's  common  stock,  all  of  which  were  restricted regarding
transferability.  The  shares of P2S' common stock issued to the shareholders of
Premier  represented approximately 8% of the total issued and outstanding shares
of  P2S  common  stock immediately after the Share Exchange.  As a result of the
Share  Exchange,  P2S  carried  on  business through its wholly-owned subsidiary
Premier  and  its  subsidiaries.

     On  March  11,  2003,  a  wholly  owned  subsidiary  of  P2S ("Merger Sub")
consummated  a  merger  with  Freight  Rate,  Inc.  d/b/a Power2Ship, a Delaware
company  ("FRI").  Pursuant  to  the merger, Merger Sub was merged with and into
FRI  and  FRI survived as the Company's wholly owned subsidiary corporation.  At
the  effective  time  of  the  merger, the holders of FRI's common and preferred
stock,  warrants  and  options  exchanged their FRI securities for the following
Company  securities:
     -    11,869,712  shares  of  common  stock,

     -    13,986,679  common  stock  options,

     -    3,913,204  common  stock  purchase  warrants,

                                        1

<PAGE>

     -    100,000  shares  of  Series X Preferred Stock which are convertible on
          March  11,  2004  into shares of common stock based upon the degree to
          which a one-year funding schedule of up to $2.5 million is met. If the
          entire  $2.5 million of funding is consummated, the Series X Preferred
          Stock  will  be  cancelled.  Management believes that it may be in the
          best  interest  of  the  Company to eliminate or reduce the conversion
          rights  of  the  Series  X  Preferred  Stock.

     -    87,000  shares  of  Series  Y  Preferred Stock, owned by the Company's
          Chief  Executive  Officer, that were received in exchange for an equal
          number  of Series C Preferred Stock of FRI formerly owned by the Chief
          Executive  Officer.  Each  share  of  Series Y Preferred Stock has 200
          votes  per  share,  comparable  to the Series C Preferred Stock of FRI
          which  had  75  votes per share, has the right to vote with the common
          shareholders  in  all  matters,  and  is  convertible at any time into
          230,405  shares  of the Company's common stock at the holder's option.

     Also,  pursuant  to the Merger Agreement, R&M Capital Partners, Inc. agreed
to  cancel  2,650,000  shares of the Company's common stock. This summary of the
Merger  Agreement  is  qualified by reference to the complete text of the Merger
Agreement  which  is filed as an exhibit to the Company's Current Report on Form
8-K  filed  with  the  Securities  and  Exchange  Commission  on March 26, 2003.

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

     Simultaneous  with  consummating  the  merger with FRI, the Company entered
into  a Stock Purchase Agreement pursuant to which it sold 95% or 369,445 shares
of  the  common stock of Premier to The DAR Group, Inc. ("DAR") in consideration
for  the  forgiveness  by DAR of all of the Company's indebtedness to DAR in the
approximate amount of $2.0 million and the assumption by DAR of all of Company's
liabilities  as  of  the  closing  date  of  the  Stock  Purchase Agreement. The
foregoing  summary  of the Stock Purchase Agreement is qualified by reference to
the  complete  text of the Stock Purchase Agreement which is filed as an exhibit
to  the  P2S  Current  Report.

     As  a  result  of  the  merger with FRI and the sale of 95% of the stock of
Premier,  our business is being conducted exclusively through FRI as of the date
of  this  Report.  FRI formed two wholly owned subsidiaries in 2002, Power2Ship,
Inc. and Power4PL, Inc., both Delaware corporations, that have had no operations
since  their  inception.

BUSINESS  OVERVIEW

     FRI  is  an  application  service  provider  (ASP)  that  offers  a  highly
accessible,  Web-based information and communication system for certain segments
of  the  truck  transportation industry. Truck freight is estimated to represent
approximately  80%  or  $400  billion  of the $500 billion United States freight
transportation market according to the American Trucking Association. At the end
of  2000  there  were  467,159  interstate  motor  carriers, excluding passenger
carriers  and  carriers of hazardous freight, with 375,348 or 80.4% operating 20
or  fewer  trucks  according  to  the U.S. Department of Transportation, Federal
Motor  Carrier  Safety Administration. P2S believes it has developed a system to
help  these  smaller motor carriers compete more effectively with large carriers
while  also  providing  valuable  logistics  services  to  both  small and large
shippers.

                                        2

<PAGE>

     We have developed a system, named the P2S MobileMarket(TM), for collecting,
consolidating,  processing  and presenting real-time transportation-related data
that  is valuable to logistics personnel working for Shippers and Carriers. This
information,  accessed through our Web site, helps Shippers and Carriers operate
more  efficiently  by  enabling  them  to:
     -    Minimize  excess  transportation  capacity  of  Carriers,

     -    Execute  freight  transactions  online,  and

     -    Easily  track  the  movement  of  loads  and/or  transportation assets
          online.

     Current customers include Shippers such as The Great Atlantic & Pacific Tea
Company, a major retail food business ("A&P"), and Tire Kingdom, a subsidiary of
TBC  Corp.,  a  major  aftermarket  tire  retailer. In addition, it has approved
membership  in  the  P2S  MobileMarket(TM)  for  over  150  Carriers.

P2S  MOBILEMARKET(TM)

     P2S,  similar  to  many  other  ASPs,  intends  to charge some of the users
(Shippers  only)  of  the P2S MobileMarket(TM) primarily based upon their actual
usage of the system without requiring them to purchase any software or hardware.
Carriers  will  have  unlimited  access and use of the system for free, although
they may choose to purchase vehicle locator and communication devices offered by
P2S  to  enhance  the  benefits  they  derive  from  the  system.  Some  of  the
information  collected  and  saved in the P2S MobileMarket(TM) includes specific
descriptions  of  each  Carrier's  company, assets, personnel, Carriers' freight
rates,  Shipper's transportation requirements and preferences in general and for
specific  loads,  a  digital  version  of  the  bill of lading, load pick-up and
delivery  appointment  times  and  actual  times,  frequently updated asset/load
locations  with automatic notification of events anticipated to cause delays and
a  digital  version  of  the  receiver's  signature  confirming  delivery.
Collectively, this information enables the P2S MobileMarket(TM) to predict where
and  when  every  trucking  asset  in  the  system will have excess capacity and
automatically  search  for  the  next  load  closest  to  that  truck.

     Some  of  the  benefits  that  Shippers  may  derive  from  using  the  P2S
MobileMarket(TM)  include:

     -    A  single, consolidated online page listing up to the 10 best Carriers
          meeting  their  pre-defined load, performance and pricing requirements
          having  excess  capacity  (equipment)  to  move  their  loads;

                                        3

<PAGE>

     -    Online  access  to  Carriers'  profiles  and  historical  performance
          information  prior  to  selecting  the  desired  Carriers;

     -    Reduces  the time spent searching for Carriers thus enabling logistics
          personnel  to  concentrate  on  other  transportation  tasks;

     -    Frequently  updated location information of inbound loads and, if they
          have  a  captive  fleet, outbound loads thus enabling Shippers to more
          accurately  schedule advertising campaigns, warehouse personnel, etc.;

     -    Receive  automatic notification and alerts of probable delivery delays
          providing  more  time  to  develop  and  implement  contingent  plans;

     -    Electronic  bill of lading and exception management tools permit exact
          settlements,  significantly  improving  relations  with  vendors  and
          Carriers;

     -    Customized management reporting utilizing historical data is available
          for  an  additional  charge;

     -    Custom  development  of interfaces to legacy systems of large Shippers
          is  available  for  an  additional  charge;  and

     -    Access  to  logistics experts that will use third-party software, that
          management  believes  is  the  best of its kind, to analyze historical
          data  and  recommend supply chain optimization strategies is available
          for  an  additional  charge.

     Some  of  the  benefits  that  Carriers  may  derive  from  using  the  P2S
MobileMarket(TM)  include:

     -    Free  use  of an online asset management tool to set-up, store, update
          and  track  their  assets (tractors, trailers and drivers) and provide
          asset  utilization  reports;

     -    Frequently  updated location information available to constantly track
          assets;

     -    Receive  automatic  notification  and  alerts  to  proactively address
          possible  delays  and  problems;

     -    Loads  offered  to  qualified  Carriers  with  excess capacity without
          freight  brokerage  fee  or  sales  commission;

     -    P2S  pays  Carriers  and assumes responsibility for collecting payment
          from  Shippers;

     -    Fast  payment  option  available  for  an  additional  charge;

                                        4

<PAGE>

     -    Damaged  or  improper  quantities  of  goods  reported  to all parties
          resulting  in  faster  resolution;  and

     -    Access  to  historical  transaction data for reporting and performance
          metrics.

RECENT  DEVELOPMENTS

     In  the  third  quarter  of  2002,  we  obtained  a  license  from the U.S.
Department  of  Transportation,  Federal Motor Carrier Safety Administration, to
engage  in  operations  arranging or brokering transportation of freight (except
household  goods)  by  motor  vehicle.  Since the fourth quarter of 2002 we have
been  providing various logistics services to Tire Kingdom and marketing similar
services  to  many  other  Shippers.

     In  the fourth quarter of 2002, we entered into an ASP Software License and
Customization  Agreement  with  A  &  P  to  provide  software  development  and
integration  services  for  a fee not to exceed $500,000. As of the date of this
Report  we  have  generated  revenue  of approximately $449,000 pursuant to this
agreement.  During  the  course  of  this  project, we, in conjunction with A&P,
defined  and developed much of the functionality and most of the unique features
of  the  P2S MobileMarket(TM) that we believe will be of value to a wide variety
of Shippers in numerous industries.  In addition, as of March 15, 2003, we began
charging  A&P  a  fixed  monthly  fee  for  unlimited  access  to  the  P2S
MobileMarket(TM)  and  to  have  their  data  segregated on a dedicated computer
server.  As  of  April  28,  2003,  A&P  began  using  our system to monitor the
locations of approximately 2,500 shipments per week transported by approximately
40  Carriers  through  our  Web  site.

     In  the first quarter of 2003, P2S entered into a three-year agreement with
BellSouth Corporation to provide a comprehensive communications solution for the
P2S  MobileMarket(TM)  at  BellSouth's highly secure e-business center in Miami,
Florida.  In  August 2003, International Business Machines Corp. (IBM) took over
for  BellSouth  and  assumed  responsibility for providing dedicated hosting and
support  services  to  P2S at this facility.  BellSouth continues to provide P2S
with  network  services  and  bandwidth  for  connectivity  to  the  Internet.

     In the second quarter of 2003, we entered into a distributor agreement with
a  privately-owned  developer  and marketer of GPS locator devices. This company
has  agreed  to  a  special  pricing arrangement that includes our paying them a
monthly  royalty once the device is put into service. We intend to use a portion
of  the  monthly  payments  we  receive  from  Carriers,  pursuant  to  36-month
access/service  contracts  they  will  enter  into with us, to pay this royalty.

     In  the  third  quarter of 2003, we established an alliance with ARL, Inc.,
also  known  as American Road Line ("ARL"), a non-asset based motor carrier with
over  $60  million in revenue. As a result of this alliance, any full truckloads
of  freight  that  ARL's  contractors  are unable to move will be made available
immediately  to  member-carriers  of  the  P2S  MobileMarket(TM). Also, as ARL's
independent  contractors  become P2S member-carriers, their unused capacity will
be  displayed  to  P2S  member-shippers. We will generate additional revenue and
gross  profits each time a transaction between a shipper and carrier takes place
through  the  P2S  MobileMarket(TM).  Further,  ARL  has  agreed  to  test  our
proprietary  vehicle  locator  and  communication  devices  in  some  of  its
contractor's  trucks.

                                        5

<PAGE>

     PLANNED REVENUE SOURCES

     P2S  intends  to generate revenue from users of the P2S MobileMarket(TM) by
providing  a  variety  of services and products. Sources of revenue may include:

     -    TRANSACTION  PROCESSING  FEES of approximately 7% added to the freight
          rates  supplied by Carriers to establish the prices for Shippers using
          the  P2S  Mobile  Market(TM)  to  find  Carriers  for  their  loads.

     -    MONTHLY  SUBSCRIPTION FEES charged to Shippers for unlimited access to
          the  P2S  MobileMarket(TM). (At this time there are no plans to charge
          such  fees  to  Carriers).

     -    MONTHLY  ACCESS/SERVICE  FEES  charged  to  Carriers  who  utilize our
          Vehicle  Locator  and Communication Devices ("P2S Mobile Devices"). We
          will enter into 3-year contracts with Carriers having a monthly fee of
          $79  per  truck  providing them with wireless access to the P2S Mobile
          Market(TM),  product  maintenance  and  customer  support.  Our Mobile
          Device  consists  of  a  vehicle  locator device with a built-in modem
          ("GPS")  and a handheld personal digital assistant ("PDA"). The GPS is
          easily  installed  in  the  truck's  cab  and plugged into a cigarette
          lighter for power. It utilizes global positioning system technology to
          determine  specific  latitude  and  longitude  coordinates.  Next,  an
          internal  modem  in  the GPS wirelessly transmits the location data to
          the  nearest cellular tower. This data is then sent over a terrestrial
          network  to  reach  the  Internet  and  transmitted  to  the  P2S
          MobileMarket(TM).  The  PDA  contains  our  proprietary  software that
          enables  communication  of  location  and other transportation-related
          information  between  drivers  and  the  P2S  MobileMarket(TM)  when
          connected  to  the  GPS.  We  have  negotiated  agreements  to provide
          wireless  connectivity  to  Carriers  at  very  competitive rates with
          several  major network providers, including AT&T and T-Mobile, and are
          in  negotiations  with  others.

     -    SOFTWARE  DEVELOPMENT  FEES  charged  to  large Shippers, such as A&P,
          requiring  custom  interfaces  to  be  developed  to  extract critical
          information  from  their existing systems. Each such project is unique
          and  would  require  a  contract  defining  the technical scope of the
          project,  a timetable for deliverables, the price for each deliverable
          and  the  other  terms  and  conditions  typical  for  such  projects.

     -    VIRTUAL  PRIVATE  NETWORK  ("VPN")  FEES charged to Shippers requiring
          data encryption and other extra security measures for their data.. VPN
          fees  are  incorporated in contracts prepared for each Shipper and are
          to  be  based  on  a  number of variables including the volume of data
          being transmitted, the distance the data must travel and the amount of
          bandwidth  required.

                                        6

<PAGE>

     -    LOGISTICS  OPTIMIZATION  FEES  charged to Shippers seeking to identify
          and  implement  strategies  to  improve the efficiency of their supply
          chain.  P2S  intends  to  employ  experienced  logistics professionals
          utilizing sophisticated logistics optimization software to analyze the
          historical  information  collected  for a particular Shipper, identify
          embedded  trends  of  activity,  and  recommend  methods  of improving
          complete  supply  chain strategies for them. This service is available
          to  all  Shippers  once  they  have  sufficient historical information
          collected  in  the  P2S  MobileMarket(TM).

     INTELLECTUAL  PROPERTY

     Our  success  and  ability  to  compete  are substantially dependent on our
internally  developed  technologies  and  trademarks, which we protect through a
combination of confidentiality procedures, contractual provisions, copyright and
trade  secret  laws.  In  addition,  in  order to increase the protection of our
intellectual  property,  we  have  retained an attorney to assist our Company in
preparing  and  filing  patent  applications.

ITEM     2.     DESCRIPTION  OF  PROPERTY

     Upon  the  Company's merger with FRI, it relocated its executive offices to
the  offices  of  FRI  located  at Congress Corporate Plaza 901, 903 Clint Moore
Road,  Boca  Raton,  Florida  33487.  The Company leases 10,545 square feet in a
one-story  facility  for  approximately $110,335 for the next twelve months. The
Company  owns  no  real  property.

ITEM     3.     LEGAL  PROCEEDINGS

     On  July  21, 2003, the Company settled litigation with a computer software
vendor.  Pursuant to the terms of this settlement, the Company issued a $170,000
non-interest  bearing  note  to  the  vendor  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. As of the date of this Report, we are in
compliance  with  the  terms  of  this  note.

     On  April  4, 2003, we received a demand letter on behalf of Summit Trading
Limited  and  Investor  Relations  Services,  Inc.,  consulting  firms  that had
rendered  services  to Freight Rate, Inc. pursuant to consulting agreements that
expired  in 2002, claiming that Freight Rate, Inc. had breached these agreements
by  withholding  compensation  allegedly  earned  pursuant  to  such  consulting
agreements.  In  September  2003,  following  mediation  among  the parties, the
Company  entered  into  separate agreements with both entities pursuant to which
the  Company  has  issued  1,407,136  and  291,336 shares of its common stock to
Summit  Trading Limited and Investor Relations Services, Inc., respectively. The
Company  has  accounted  for this stock issuance in its financial statements for
fiscal  year  2003  with  an  expense  of  $1,002,098. Both agreements include a
provision  providing  for  piggyback  registration  rights for 50% of the shares
issued.  One  of  the  agreements  also  provides  for the potential issuance of
additional  shares  equal  to  5% of the issuance of common shares following any
further  issuance  of  shares pursuant to the Company's Series B Preferred Stock
offering,  or  as  a  result  of  issuance  of  common  stock as a result of the
Company's  Series  X  Preferred  Stock  issuance.

                                        7

<PAGE>

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

     The  Company's  stockholders  holding a majority of the voting power of the
Company  approved and recommended, pursuant to a written consent dated March 27,
2003, that the Company's Articles of Incorporation be amended in order to change
the  Company's  name from Jaguar Investments, Inc. to Power2Ship, Inc. This name
change  became  effective upon the filing of the amendment with the Secretary of
State  of  the  State  of  Nevada  on  May  13,  2003.

                                        8

<PAGE>

                                     PART II
                                     -------

ITEM     5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information

     The  Company's shares of common stock trade on the OTC Bulletin Board under
the trading symbol "PWRI".  The following table sets forth the range of high and
low closing quotations for the first quarter of fiscal year 2004 and each fiscal
quarter  for the past two fiscal years ended May 31, 2003 as reported by the OTC
Bulletin  Board.  The quotes represent inter-dealer prices without adjustment or
mark-ups,  mark-downs  or  commissions  and may not necessarily represent actual
transactions.  The trading volume of the Company's securities fluctuates and may
be  limited  during  certain periods.  As a result of these volume fluctuations,
the  liquidity  of  an  investment  in the Company's securities may be adversely
affected.

                                  COMMON STOCK

                                      HIGH          LOW
                                      ----          ---
FISCAL  YEAR  2004
------------------
Quarterly  periods  ended:

     August  31,  2003               $.89          $.46

FISCAL  YEAR  2003
------------------
Quarterly  periods  ended:

     May  31,  2003                 $1.24          $.53

     February  28,  2003            $1.02          $.37

     November  30,  2002           $  .95          $.61

     August  31,  2002              $1.77          $.81

FISCAL  YEAR2002
----------------
Quarterly  periods  ended:

     May  31,  2002                $  .90          $.61

     February  28,  2002            $1.50          $.64

     November  30,  2001            $4.05         $1.00

     August  31,  2001              $6.00         $3.35

                                        9

<PAGE>

     On September 9, 2003, the final quoted closing price as reported by the OTC
Bulletin  Board  was  $0.65  for  each  share  of  our  common  stock.

Holders  of  Record

     As  of  September  9,  2003,  there  were 27,115,184 shares of Common Stock
outstanding,  held  by  approximately  400  record  holders.

Dividends

     We have never paid a cash dividend on our common stock nor do we anticipate
paying cash dividends on our common stock in the near future.  It is our present
policy  not to pay cash dividends on the common stock but to retain earnings, if
any,  to  fund  growth and expansion.  Under Nevada law, a company is prohibited
from  paying  dividends  if  the  company, as a result of paying such dividends,
would not be able to pay its debts as they become due, or if the company's total
liabilities  and preferences to preferred shareholders exceed total assets.  Any
payment  of  cash  dividends on the Company's common stock in the future will be
dependent  on  the Company's financial condition, results of operations, current
and anticipated cash requirements, plans for expansion, as well as other factors
the  Board  of  Directors  deems  relevant.

     The  holders  of our Series B Preferred Stock are entitled to receive a ten
percent  (10%)  per  annum  cumulative dividend when, as and if, declared by our
board  of  directors.  The  dividend  shall  be  payable  annually  in  arrears
commencing  on  June  30,  2004  in  cash or in shares of our common stock at or
option.  If  the  dividend  is  paid in shares of common stock, then such shares
will  be  valued  at  the  average  closing price of our common stock for the 10
trading  days  immediately  preceding  the  date  of  such  dividend.

Recent  Sales  of  Unregistered  Securities

     During  the period from June 1, 2003 through September 5, 2003, the Company
sold  149,800  shares of Series B Preferred Stock, $5.00 stated value per share,
for  $749,000.  These shares of Series B Preferred Stock are convertible at $.25
per  share  into  2,996,000 shares of common stock. These shares are entitled to
receive  a  10%  dividend  per  annum,  payable  in  cash or common stock at the
Company's  sole  discretion,  on  June  30,  2004 unless previously converted to
common  stock.

     In  July  2003, the Company sold 10,000 shares of Series C Preferred Stock,
$30.00  stated  value  per share, and 500,000 common stock purchase warrants, to
one  accredited  investor for $300,000. These shares of Series C Preferred Stock
are  convertible  at  $.30  per share into 1,000,000 shares of common stock. The
warrants provide for the purchase of 500,000 shares of our common stock at $1.00
per  share  until  July  14,  2006.

                                       10

<PAGE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

Critical Accounting Policies

     Financial Reporting Release No. 60, which was recently released by the SEC,
requires all companies to include a discussion of critical accounting policies
or methods used in the preparation of financial statements. Note 1 to our
consolidated financial statements includes a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements. The following is a brief discussion of the more
significant accounting policies and methods used by us:

     -    General.  The  preparation  of financial statements in conformity with
          generally  accepted  accounting principles requires management to make
          estimates  and  assumptions that affect the reported amounts of assets
          and  liabilities,  disclosure of contingent assets and liabilities and
          the  reported  amounts  of revenues and expenses. Actual results could
          differ  from  those  estimates.

     -    Revenue  Recognition.  The  Company  recognizes freight transportation
          revenue  when  shipments  reach  their  destinations  and the receiver
          acknowledges the receipt of goods by signing a bill of lading. Revenue
          from  access  fees  is  recognized in the month that access to our P2S
          MobileMarket(TM)  is  provided  to  customers.  Revenue generated from
          implementation  services,  pursuant  to software development contracts
          with  customers  defining  the  scope  of  work,  is recognized on the
          percentage  of  completion  basis for each deliverable provided for in
          the  contract.  Revenue from implementation services are non-recurring
          and  are  expected to significantly decrease in total and as a percent
          of  total  revenue  in  future  periods.

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

                                       11

<PAGE>

     The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with the Financial Statements and Notes
thereto  appearing  elsewhere  in  this  document.

Overview

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

     From  our  inception until the third quarter of 2003 fiscal year, we were a
development stage company, historically operated with minimal assets and with no
significant operations or income. Since the third quarter of fiscal year 2003 we
have  commenced  operations.

Plan  of  Operation

     During  the  next  12  months,  we  intend  to  concentrate our efforts and
resources  on  the  sale and marketing of our services to shippers and carriers,
the recruitment of additional qualified employees, and the continued development
of  the  features  and  functionality  of  our  ASP  system.

Description  of  Business

     We  operate  through  our  wholly  owned subsidiary, Freight Rate, Inc., an
Application  Service  Provider (ASP) offering a highly accessible, user-friendly
information  and  communication  system  for the trucking segment of the freight
transportation 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

     Fiscal  Year  Ended  May  31,  2003 Compared to Fiscal Year Ended March 31,
2002.

     Total  revenue  for  the  fiscal  year  ended  May  31, 2003 was $1,019,883
compared  with  $0  during the fiscal year ended May 31, 2002. Revenue in fiscal
year  2003 consisted of $537,059 generated from The Great Atlantic & Pacific Tea
Company,  Inc. ("A&P") for providing A&P with access services and implementation
services  and  $482,824  in  brokerage  services  generated  primarily from Tire
Kingdom  for  arranging  for  the  transportation  of  their  freight  through
third-party  motor  carriers.  The  A&P  revenue  consisted  of  $448,995  for
implementation  services  associated  with our development of interfaces between
A&P's  existing  systems  and our ASP platform and $88,064 generated since March
15,  2003  pursuant to a 36-month ASP Access and Service agreement that provides
A&P  with unlimited access to our ASP platform and to segregates their data on a
dedicated  computer  server. No revenue was generated in the 2002 fiscal year as
the  Company  was  a  development  stage  company  during  that  period.

                                       12

<PAGE>

     Total  operating expenses were $2,228,157 for fiscal year 2003, an increase
of  $1,384,780  or 164% from operating expenses of $843,377 in fiscal year 2002.
The  increase  in  operating  expenses  in  fiscal  year  2003 was attributed to
increases  in freight costs incurred in providing freight brokerage services and
higher selling, general and administrative expenses and research and development
expenses  associated  with the additional administrative and technical personnel
required  to  implement  our  business  plan.

     Freight  costs  during  fiscal  year 2003 were $473,304 as compared with $0
during  fiscal year 2002. These costs consisted entirely of payments to contract
motor carriers to provide freight transportation services. No freight costs were
incurred in the prior fiscal year since we were not providing brokerage services
during  that  period.

     Total  selling,  general  and  administrative  expenses  were $1,598,709 in
fiscal  year  2003,  an increase of $791,632 or 98% from $807,077 in fiscal year
2002.  This  increase consisted of an increase of $373,640 in salaries, benefits
and  consulting fees, an increase of $156,039 in common stock and options issued
for  services  and  an  increase  of  $261,953  in  other  selling,  general and
administrative  expenses.

     Salaries,  benefits  and consulting fees were $624,268 in fiscal year 2003,
an  increase of 149% from $250,628 in fiscal year 2002 due to an increase in the
number  and  compensation  level  of  the  Company's  employees and consultants.

     Common  stock  and  options issued for services was $432,240 in fiscal year
2003, an increase of 56% from $276,201 in fiscal year 2002. The fiscal year 2003
expense  consisted  of  issuances  of  common stock and options to employees and
consultants,  many  of  whom  have  since  become  employees  of  the  Company.

     Other  selling, general and administrative expenses were $542,201 in fiscal
year  2003,  an increase of 93% from $280,248 in fiscal year 2002. This increase
consisted  of  the  following:

     -    Communications  expenses  increasing by $87,182 or 607% to $101,554 in
          fiscal year 2003 from $14,372 in fiscal year 2002 primarily associated
          with  the  costs  of  implementing  a  comprehensive  communications
          solution,  including  having BellSouth Corporation provide the Company
          with  network  services and bandwidth for connectivity to the Internet
          and  having  IBM  Corporation  provide  dedicated  hosting and support
          services  for  the  Company's  ASP  platform,

     -    Professional  fees increasing by $73,681 or 121% to $134,443 in fiscal
          year  2003  from  $60,762 in fiscal year 2002 resulting primarily from
          higher  legal  fees  associated with the Company's merger with Freight
          Rate,  Inc. and its settlement negotiations with Caps Logistics, Inc.,

                                       13

<PAGE>

     -    Travel  expenses  increasing  by  $57,235 or 313% to $75,530 in fiscal
          year  2003  from $18,295 in fiscal year 2002 as a result of additional
          travel  to meetings with customers, vendors and prospective investors,
          and

     -    Other general and administrative expenses increasing by $43,855 or 23%
          to $230,676 in fiscal year 2003 from $186,821 in fiscal year 2002 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 fiscal year 2003 were $156,144, an
increase  of $119,844 or 330%, as compared with $36,300 during fiscal year 2002.
This increase was associated with the costs paid to employees and consultants to
develop  our  ASP  platform.

     Other  expenses  were  $1,027,598  in  fiscal  year  2003,  an  increase of
$1,064,436  from  other  income  of  $36,838  in fiscal year 2002. This increase
resulted  primarily  from  a  $1,002,098  increase in fiscal year 2003 in common
stock  issued  pursuant  to  settlement  agreements  with  two former consulting
companies  for  services  provided  in  prior fiscal years. Excluding the common
stock  issued  pursuant  to such settlement agreements, other expenses in fiscal
year 2003 would have been $25,500, an increase from fiscal year 2002 of $62,338.

Liquidity  and  Capital  Resources

     Historically,  we  have  relied  on the private sale of our equity and debt
securities  to finance our operations. As of May 31, 2003, we had an accumulated
deficit  of  $8,369,164,  a  stockholders' deficit of $407,556 and cash and cash
equivalents  of $18,400. Also, on May 31, 2003, we had a working capital deficit
of  $136,189  and  our current ratio, defined as total current assets divided by
total  current  liabilities,  was  0.73.

     Since  May 31, 2003, we have raised approximately $1.15 million through the
sale  of  $1.05  million  of  our equity securities and $0.1 million of our debt
securities  in  private  placements.  Our  future  capital  requirements  depend
primarily  on  the rate at which we decrease our use of cash to fund operations.
Our  cash  used  for  operations  will be affected by numerous known and unknown
risks  and  uncertainties  including,  but  not  limited  to,  our  ability  to
successfully  market  our products and services, the degree to which competitive
products  and  services are introduced to the market, and our ability to attract
key  personnel  required as we grow. As long as our cash flow from operations is
insufficient  to  completely  fund  operations,  we  will  continue to spend the
capital  previously  raised  and,  should  it  become  depleted, depend upon our
ability  to raise additional funds through subsequent equity or debt financings.
We  presently do not have any commitments for additional capital and there is no
assurance that we will be able to obtain additional funding when needed, or that
such  funding,  if available, can be obtained on acceptable terms.  If we cannot
obtain  funds  when  required,  we may be forced to modify our business plan and
curtail  or  cease our expansion and development plans. Further, such subsequent
equity  financing(s)  will cause some dilution for existing shareholders and any
additional  debt  instruments issued may contain restrictions covenants that may
have  an  adverse  affect  on  our  operations.

                                       14

<PAGE>

Subsequent  Events

     On  June  5,  2003,  the  Company  received  an additional $100,000 from an
unaffiliated  shareholder and issued a convertible promissory note in the amount
of  $225,000 that replaced an existing $125,000 note to the same shareholder. On
July  22,  2003,  the  Company  repaid  $100,000  of  this  note.

     In  June  2003 the Company issued 50,000 and 30,000 shares to the Company's
president  and  a  consultant,  respectively,  in  consideration  for  services
rendered.

     In  July  2003 the Company issued 50,000, 25,000 and 10,000 shares to three
employees  of  the  Company,  including  its  Vice  President  of Technology, in
consideration  for  services  rendered.

     In  August  2003  the  Company  issued  50,000  and 5,000 shares to one the
Company's directors and an attorney, respectively, in consideration for services
rendered.

     In  June  2003,  the  Company designated 200,000 of its preferred shares as
Series  B Preferred Stock, $5.00 stated value per share, to be sold primarily to
accredited  investors.  Each share of Series B Preferred Stock is convertible at
$.25 per share into 20 shares of the Company's common stock. Any of these shares
that  are  outstanding  on June 30, 2004 and on June 30 of each year thereafter,
shall  be  entitled  to  receive a 10% dividend on such dates payable in cash or
common  stock,  at  the  Company's sole discretion. As of September 5, 2003, the
Company  had  received  $749,000  from  the  sale  of 149,800 shares of Series B
Preferred  Stock  which  are  convertible into 2,996,000 shares of common stock.

     Also,  in  July  2003, the Company sold 10,000 shares of Series C Preferred
Stock,  $30.00  stated value per share, to one accredited investor for $300,000.
Each share of Series C Preferred Stock is convertible at $.30 per share into 100
shares  of the Company's common stock or 1,000,000 shares upon conversion of all
the  shares.  The  Company also issued the investor warrants to purchase 500,000
shares  of  common  stock  at  $1.00  per  share  until  July  14,  2006.

     In  September  2003,  following  mediation  among  the parties, the Company
entered  into  separate  settlement  agreements  with Summit Trading Limited and
Investor Relations Services, Inc. pursuant to which the Company issued 1,407,136
and  291,336 shares of its common stock to these two entities, respectively. See
Part  1,  Item  3  -  "Litigation".

ITEM  7.     FINANCIAL  STATEMENTS

     The financial statements are included beginning at F-1 following Item 14 of
this  Report.  See  Index  to  the  Financial  Statements.

                                       15

<PAGE>

ITEM  8.     CHANGES  IN  AND  DISAGREEMENT  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     We dismissed, by letter dated July 21, 2003, Sweeney Gates & Co. ("SGC") as
our  independent  accounting firm. As of that same date, we engaged Sherb & Co.,
LLP  as  our  new  independent  accounting  firm.

     Since being engaged by the Company on April 28, 2003, the reports of SGC on
the  financial  statements  of  the  Company  contained  no  adverse  opinion or
disclaimer  of  opinion  and  were  not qualified or modified as to uncertainty,
audit  scope  or  accounting  principles.  The  Company's  Board  of  Directors
unanimously  approved  the  dismissal  of  SGC.

     From  April  28,  2003  through  July 21, 2003, there were no disagreements
between the Company and SGC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which would have
caused  SGC to make a reference thereto in its report on the Company's financial
statements  for  such period. During the period from April 28, 2003 through July
21, 2003, there have been no reportable events (as defined in Item 304 (a)(1)(v)
of  Regulation  S-B).

     The  reports  of  SGC  on  the financial statements of the Company's wholly
owned subsidiary, Freight Rate, Inc., for the past two fiscal years contained no
adverse  opinion  or disclaimer of opinion and were not qualified or modified as
to  uncertainty,  audit  scope  or  accounting  principles.

     Further,  for the two most recent fiscal years, there were no disagreements
between  Freight  Rate,  Inc.  and SGC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
would have caused SGC to make a reference thereto in its report on Freight Rate,
Inc.'s  financial  statements  for  such  period.

     We  did not have any disagreements with our former accountants.  The change
was  for reasons unrelated to the categories set forth in Item 304 of Regulation
S-B  and  was  reported  in  our  Form  8-K  filed with the U. S. Securities and
Exchange  Commission  on  July  29,  2003.

                                       16

<PAGE>

                                    PART III
                                    --------

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Directors and Executive Officers

     The  following  table  sets  forth  the  names,  ages  and positions of our
directors  and  executive  officers  as  of  September  8, 2003. Pursuant to our
bylaws,  directors  hold  office  until  the election and qualification of their
successors  or  until  his earlier resignation or removal. The officers serve at
the  pleasure  of  the  Board  of  Directors.

Name               Age        Position
----               ---        --------

Richard Hersh      60        Chairman of the Board of Directors, Chief Executive
                             Officer and Chief Financial Officer
Michael J. Darden  33        President and Director
John Urbanowicz    46        Vice President of Technology
Douglas Gass       45        Director

     RICHARD  HERSH  -  In  January 2003, we entered into a five-year employment
agreement  with  Mr.  Hersh to be our Chief Executive Officer, a position he has
held  since  August 2001. Prior to then and since 1998, Mr. Hersh was a director
and  our  Chief Operating Officer. Prior to joining the Company, he held several
management  positions  including  Operations Manager of Express Web, Inc., Chief
Executive  Officer  of TRW, Inc. a start-up recycling company, Vice President of
Operations  for  Book  Warehouse,  a  discount  bookstore chain, and Director of
Operations  for  Dollar  Time.  Also,  Mr. Hersh founded and was Chief Executive
Officer  of  Helyn Brown's, a retailer of women's apparel with stores in Florida
and  Louisiana,  which  he  sold  after  approximately  16  years.

     MICHAEL  J. DARDEN - Mr. Darden became our President in April 2003 pursuant
to  a  four-year  employment agreement and a member of our Board of Directors in
July  2003.  Since  June of 2002, Mr. Darden provided us with various consulting
services in the areas of strategic planning, operations and logistics. From 1997
until  joining  P2S  as  a  consultant,  he  founded and was President of Darden
Distribution  &  Warehouse  Consulting,  Inc.  ("DDWC"). During this period DDWC
designed,  developed,  implemented  and  managed  warehouse  management systems,
fulfillment and distribution systems, automated order entry systems and shipping
manifest  systems for several clients. In addition, DDWC established and managed
its  own  warehousing, manufacturing and distribution operations. During 1997 he
was  Operations  Manager  for  Germersheim  Inc.  In 1996 Mr. Darden managed the
warehouse  operations  for  Coca-Cola  Company's  Olympic  equipment  and  had
responsibility  for over 350 employees and a fleet of trucks. From 1993 to 1995,
he  was  responsible  for purchasing and inventory management for 5 distribution
facilities  of  Atlas  Supply  Company,  a  wholesaler  of  tires, batteries and
automotive  accessories.  From 1988 to 1993 he worked for Coca Cola Company in a
variety  of  warehouse  supervisory  and  facilities  management  positions.

                                       17

<PAGE>

     JOHN  URBANOWICZ  - Mr. Urbanowicz became our Vice President of Information
Technology  in  January 2003 pursuant to a four-year employment agreement. Since
June  of  2002,  he provided us with various consulting services in the areas of
technology,  logistics  and operations. Over approximately the 20 years prior to
joining  P2S,  Mr.  Urbanowicz  was  involved predominantly in the logistics and
distribution  fields as a distribution manager, general manager, IT manager and,
most  recently,  as  a  software  and  business  consultant.  He  served as Vice
President  of  Information  Technology  at  Healthtrac  Corporation, Director of
Logistics  at  GeoLogistics  Network  Solutions and senior consultant at ZETHCON
Corporation.  He has also designed and developed custom distribution, logistics,
supply  chain  and  warehouse  management  tools  for  Random House Books, Tower
Records, Fuji Film USA, Wakefern Foods, Silvestri Corporation, and Dylex Ltd. He
has  installed  third-party  logistics  warehouse  management systems in over 50
locations.

     DOUGLAS  F.  GASS  -  Mr. Gass has been one of our directors since March 4,
2003  and  was  our  President from such date until his resignation on March 19,
2003.  Mr. Gass founded and has been the Chief Executive Officer of Flow Capital
Advisors,  Inc.  ("Flow  Capital"),  a  corporate financial advisory firm, since
January  2003. We entered into a consulting agreement with Flow Capital in March
2003  to  advise  us  in our funding and public relations activities. From April
2001  until  February 2003, Mr. Gass was Managing Director of Investment Banking
with  Kirlin  Securities,  Inc., a member firm of the NASD based in New York. He
has  been  a  director  of  Innapharma, Inc., a privately held biopharmaceutical
company,  since  1998.  From  1991  until 2001, Mr. Gass was a principal of M.S.
Farrell  &  Company,  Inc.,  a  member  firm  of  the  NASD.

POTENTIAL  CONFLICTS  OF  INTEREST

     We  have  no  arrangement,  understanding  or  intention  to enter into any
transaction  for  participating  in  any  business opportunity with any officer,
director,  or  principal  shareholder  or with any firm or business organization
with  which  such  persons are affiliated, whether by reason of stock ownership,
position  as  an  officer  or  director,  or  otherwise.

     There  can  be  no  assurance  that  members of management will resolve all
conflicts  of  interest  in the Company's favor.  Our officers and directors are
accountable to the Company and its shareholders as fiduciaries, which means they
are  legally  obligated  to  exercise  good  faith and integrity in handling the
Company's  affairs  and  in their dealings with the Company.  Failure by them to
conduct  the Company's business in its best interests may result in liability to
them.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a)  of  the  Exchange  Act requires our officers, directors and
persons who beneficially own more than ten percent of the Company's common stock
to  file  reports of securities ownership and changes in such ownership with the
Securities  and  Exchange  Commission.  Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to  furnish us with copies of all Section
16(a)  forms  they  file.  Based solely on the Company's review of copies of the
Section  16(a)  reports filed for the fiscal year ended May 31, 2003, we believe
that  our  executive  officers,  Mr.  Hersh,  Mr. Darden and Mr. Urbanowicz, our
independent  director, Mr. Gass, and a beneficial owner of more than ten percent
of the Company's common stock, Mr. Garnick, have not complied with all reporting
requirements  of  Section  16(a)  for  fiscal  year  2003. We believe that these
reports  were delayed, or in some cases not made, due to these individuals being
unfamiliar  with  the  specific  reporting  requirements.

                                       18

<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

The  table below sets forth all cash compensation paid to our executive officers
for services they rendered to us in all capacities during the fiscal years ended
May  31,  2003  and  2002.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                              FISCAL     ANNUAL     ALL OTHER
NAME AND POSITION                              YEAR      SALARY    COMPENSATION
                                               ----     -------  --------------
<S>                                            <C>   <C>      <C>

Richard Hersh, Chief Executive Officer         2003     $59,347    $135,000 (1)
                                               2002      35,192          0
                                               ----     -------  --------------
Gregory Ricca, former Chief Executive Officer  2003        n/a        n/a
                                               2002         $ 0     $37,500 (2)
                                               ----     -------  --------------
<FN>


(1)     On  March  10, 2003, the Company issued a convertible promissory note in
the  amount  of  $135,000  to  its  Chief  Executive Officer in exchange for his
forgiving  $147,520  of  accrued salary. The interest rate of the note is 8% per
annum  and  it  has  a maturity date of June 30, 2006. The outstanding principal
balance of the note may be converted at any time into the Company's common stock
at a conversion price equal to the lesser of 1) $1.51 per share or 2) 50% of the
average  of the closing bid prices of the common stock for the five trading days
immediately  preceding  the date of conversion but no less than $0.75 per share.

(2)     Mr.  Ricca  was  a  director  and  Chief  Executive  of the Company from
December  19,  2001  until  his  resignation  on March 5, 2003. During 2002, the
Company  issued  30,000  shares  of  common  stock  to Mr. Ricca pursuant to the
Company's  2001  Stock  Compensation  Plan.
</TABLE>

Employment  Agreements

     During  fiscal  year  2003,  we entered into employment agreements with the
executive  officers listed above. The terms of these employment agreements range
from  four  to  five years and have automatic one-year renewal provisions at the
end  of  such terms unless terminated as specified in the agreements. The future
aggregate  commitments  pursuant to these employment agreements are disclosed in
Note  7  of  the  consolidated  financial  statements  included beginning at F-1
following  Item  14  of  this  Report.

                                       19

<PAGE>

Option Grants in Last Fiscal Year

     The following table provides information with respect to each of our
executive officers concerning stock options granted on our common stock in
fiscal year 2003:

<TABLE>
<CAPTION>


                                        Percent of Total
                    # of Securities     Options Granted
                      Underlying        To Employees in                            Expiration
Name               Options Granted        Fiscal Year         Exercise Prices         Dates
                   ---------------       ------------         ----------------      ----------
<S>                <C>              <C>           <C>               <C>
Richard Hersh            1,721,415            23.7%                $0.38              1/1/08
Michael J. Darden        1,888,998            26.0%            $0.38 - $1.01    6/17/05 - 4/15/08
John Urbanowicz          1,059,332            14.6%                $0.38         7/1/05 - 1/1/07
</TABLE>


     No stock options were exercised by our executive officers during fiscal
year 2003.

Compensation of Directors

     Directors do not receive any compensation for serving on our Board of
Directors.

Compensation  Pursuant  to  Plans

     During fiscal year 2003, we did not issue any shares of our common stock to
anyone  pursuant to the Company's 2001 Stock Compensation Plan. There is no plan
or understanding, express or implied, to pay any compensation to any director or
executive  officer  pursuant to any compensatory or benefit plan of the Company.

     In  January  2001,  the  board  of  directors  adopted and the shareholders
approved  a stock compensation plan.  We do not have a long-term incentive plan,
as  that  term  is  defined  in  the rules and regulations of the Securities and
Exchange  Commission.

2001 Stock Compensation Plan

     The  Company  has  adopted  the  2001 Employee Stock Compensation Plan (the
"Plan").  The  purpose  of  the  Plan is further the growth and advance the best
interests  of  the Company, by supporting and increasing our ability to attract,
retain  and  compensate persons of experience and ability and whose services are
considered  valuable,  to encourage the sense of proprietorship in such persons,
and  to  stimulate  the  active  interest of such persons in our development and
success.  This  Plan provides for stock compensation through the award of shares
of  our  common  stock.

                                       20

<PAGE>

     A  compensation  committee of the Board of Directors (the "Committee"), or,
in  the  absence  of such Committee, the Board of Directors, will be responsible
for  the  administration  of  this  Plan.  The Committee will have sole power to
award  common  shares  under  the  Plan.  The determination of those eligible to
receive  an  award  of  Plan  shares  shall  rest  in the sole discretion of the
Committee,  subject  to  the provisions of the Plan.  Awards of shares under the
Plan  may  be made as compensation for services rendered, directly or in lieu of
other  compensation  payable,  as  a  bonus  in  recognition  of past service or
performance  or  may  be  sold  to  an  employee.

     The  maximum  number  of  shares  which  may  be  awarded under the Plan is
5,000,000 of which 3,320,000 have been awarded as of September 8, 2003. However,
no  award  may  be  issued  that would bring the total of all outstanding awards
under  the  Plan  to  more  than 20% of the total number of shares of our common
stock  at  the  time  outstanding.

     Awards  may  generally  be  granted to (i) executive officers, officers and
directors  (including advisory and other special directors) of the Company; (ii)
full-time  and part-time employees of the Company; (iii) natural persons engaged
by  the  Company as a consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant  or  accounting  firm,  or  other  professional  or professional firm
engaged  by  the  Company.

     Generally,  the  Committee has complete discretion to determine when and to
which employees shares are to be granted, and the number of shares to be awarded
to  each employee.  Grants to employees may be made for cash, property, services
rendered  or  other  form  of  payment  constituting  lawful consideration under
applicable  law. Shares awarded other than for services rendered may not be sold
at  less  than  the  fair  value  of  the  common  stock  on  the date of grant.

     The  Plan  will  terminate  on the tenth anniversary of its effective date,
unless  terminated  earlier  by the board of directors or unless extended by the
board of directors, after which time no incentive award grants may be authorized
under  the  Plan.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth information available to us as of September
8,  2003,  with respect to the beneficial ownership of the outstanding shares of
our  common  stock  by  (i)  any  holder  of  more than five percent (5%) of the
outstanding  shares;  (ii)  the  Company's officers and directors; and (iii) the
Company's  officers  and  directors  as  a  group.

     This  information  as  to beneficial ownership was furnished to us by or on
behalf of the persons named. Unless otherwise indicated, the business address of
each  person  listed  is  903  Clint  Moore  Road,  Boca  Raton,  Florida 33487.
Information  with respect to the percent of class is based on outstanding shares
of  common  stock as of September 8, 2003. Except as otherwise indicated, to our
knowledge,  the listed stockholder has sole power to vote and dispose of all the
shares  of  common  stock  listed  opposite  their  name.

                                       21

<PAGE>

     For  purposes  of  this  table,  each  person  is deemed to have beneficial
ownership of any shares of our common stock such person has the right to acquire
on  or  within  60  days  after  September  8,  2003.

<TABLE>
<CAPTION>


Name and Address of                      Shares of                Percentage of
Beneficial Owner (1)                Common Stock Owned        Common Stock Owned (2)
-------------------                 ------------------        ----------------------
<S>                                 <C>                  <C>

Richard Hersh                             4,171,761 (3)                13.3% (3)

Michael Garnick                              3,082,300                 10.2%
1590 Stockton Rd.
Meadowbrook, PA 19046

Jonathon Marks                               1,416,815                  5.2%
10400 Griffin Road
Cooper City, FL 33328

Summit Trading Limited                       1,407,136                  5.2%
Charlotte House, Charlotte Street
Nassau, Bahamas

Michael Darden                              794,499 (4)                 2.9% (4)

John Urbanowicz                             554,666 (5)                 2.0% (5)

Douglas F. Gass                             779,666 (6)                 2.8% (6)

All officers and directors
as a group (four persons)           6,300,592 (3,4,5,6)          19.2% (3,4,5,6)

<FN>

(1)     Beneficial ownership as reported in the table above has been determined
in accordance with Instruction (4) to Item 403 of Regulation S-B of the
Securities Exchange Act.

(2)     Percentages  are  approximate  and  are calculated based upon 27,115,184
shares of common stock ("Shares") issued and outstanding as of September 9, 2003
plus,  for  each  person  or  group, any securities that person or group has the
right  to  acquire  within  60  days  pursuant  to options, warrants, conversion
privileges  or  other  rights.

(3)     All of Mr. Hersh's Shares underlie vested stock options. Also, Mr. Hersh
owns  87,000 shares of the Company's Series Y Preferred Stock with 200 votes per
share  that  have  the right to vote with the common shareholders in all matters
and  are  convertible  into  230,405  Shares  at  Mr.  Hersh's  option.

(4)     All  of  Mr.  Darden's  Shares  underlie  vested  stock  options.

(5)     All  but 25,000 of Mr. Urbanowicz' Shares underlie vested stock options.

(6)     200,000  of  Mr.  Gass'  Shares  underlie  vested  stock  options.
</TABLE>

22

<PAGE>

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     During  the  past two fiscal years the following transactions have occurred
between  the  Company  and  its  officers,  directors,  nominees for election as
director,  or  any  shareholders  owning  greater  than five percent (5%) of our
outstanding  shares,  nor  any  members  of  the  above  referenced individuals'
immediate  family.

     During the year ended May 31, 2003, the Company wrote off $13,770 of
accrued salaries due to employees.

     On  March 10, 2003, we entered into a two-year consulting agreement with an
entity that has a non-employee member of our board of directors as its president
to  provide various investment banking and investor relations advisory services.
During  fiscal  year  2003,  the  Company  issued this entity 529,666 shares and
granted  it  200,000  options exercisable at $.50 per share for three years from
the  date  of  grant.

     On  March 10, 2003, the Company issued a convertible promissory note in the
amount  of $135,000 to its Chief Executive Officer in exchange for his forgiving
$147,520  of accrued salary owed to him. The interest rate of the note is 8% per
annum  and  it  has  a maturity date of June 30, 2006. The outstanding principal
balance of the note may be converted at any time into the Company's common stock
at a conversion price equal to the lesser of 1) $1.51 per share or 2) 50% of the
average  of the closing bid prices of the common stock for the five trading days
immediately  preceding  the date of conversion but no less than $0.75 per share.

     On  March 10, 2003, the Company issued a convertible promissory note in the
amount  of  $125,000  to an unaffiliated Company shareholder that presently owns
more than 5% of our outstanding shares. The interest rate of the note was 5% per
annum  and  it had a maturity date of April 10, 2004. The holder of the note had
the  right to convert the outstanding principal balance of the note and interest
accrued  thereon  into the Company's common stock at $0.40 per share. On June 5,
2003,  upon  receiving  an  additional  $100,000  from the same shareholder, the
Company  replaced this note with a new convertible promissory note in the amount
of $225,000. The new note bears interest of 5% per annum, has a maturity date of
December  5,  2003  and has the same conversion provision as provided for in the
original note. $100,000 of this note was repaid on July 22, 2003. Also, the note
holder received warrants to purchase 75,000 shares of common stock at a price of
$0.79  per  share  until  June  5,  2004. Further, the new note has a prepayment
provision requiring certain amounts of principal and interest accrued thereon to
be  repaid  upon  the  Company  receiving capital in excess of specified amounts
during  each  month of the term of the note. As of the date of this Report, this
note  and  accrued  interest  thereon  are  due  and  payable.

     In  November,  2002,  the Chief Executive Officer received $20,000 from the
Company  in the form of a short-term demand note bearing interest at the rate of
6%  per  annum.  As of May 31, 2003 the balance of the note and accrued interest
was  $20,985.  Subsequent  to  year-end,  the  note  was  paid  in  full.

     At  May  31,  2002,  the  Company  was  indebted to the former Chairman for
$83,733  relating  to  services performed under a consulting agreement which was
cancelled  on  March  15, 2001.  On March 6, 2003, the indebtedness was forgiven
and  converted  to  fully  vested  options  resulting  in  a  gain  of  $79,304.

                                       23

<PAGE>

     In  March 2002, the Company repurchased 50,000 shares of common stock owned
by  the  former  Chairman in exchange for a short-term note.  As of May 31, 2003
the  note  had  been  paid  in  full.

     In  September  2003,  following  mediation  among  the parties, the Company
entered  into  separate  settlement  agreements  with Summit Trading Limited and
Investor Relations Services, Inc. pursuant to which the Company issued 1,407,136
and  291,336 shares of its common stock to these two entities, respectively. See
Part  1,  Item  3  -  "Litigation".

     From  August  1,  2001  through  May  31,  2003,  the Company shared office
facilities  leased  by  a  company  owned  by the Company's former Chairman. The
amount  paid  for  rent  for the year ended May 31, 2003 was $26,712 and for the
year  ended  May  31,  2002  it  was  $21,783.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)(1)     FINANCIAL  STATEMENTS.

     The  consolidated  financial statements of the Company and its subsidiaries
are  included  in  Item  7.

(a)(2)     FINANCIAL  STATEMENT  SCHEDULES.

     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting  regulations  of  the  Securities  and  Exchange  Commission  are not
required  under  the  related instructions or are not applicable and, therefore,
have  been  omitted.

(b)  REPORTS  ON  FORM  8-K.

     The  Company  filed  a  Current  Report  on  Form 8-K on March 26, 2003, as
amended on Form 8-K/A filed on May 27, 2003, reporting an Item 1 event - "Change
of  Control  of  Registrant",  an Item 2 event - "Acquisition and Disposition of
Assets"  and  an  Item  7  event  -  "Financial  Statements, Pro Forma Financial
Information  and  Exhibits".

     The  Company filed a Current Report on Form 8-K on May 2, 2003 reporting an
Item  4  event  -  "Changes  in  Registrant's  Certifying  Accountant".

     The Company filed a Current Report on Form 8-K on May 15, 2003 reporting an
Item  4  event  -  "Changes in Registrant's Certifying Accountant" and an Item 7
event  -  "Financial  Statements, Pro Forma Financial Information and Exhibits".

                                       24

<PAGE>

     The  Company  filed a Current Report on Form 8-K on July 29, 2003 reporting
an  Item  4  event  - "Changes in Registrant's Certifying Accountant", an Item 7
event - "Financial Statements, Pro Forma Financial Information and Exhibits" and
an  Item  8  event  -  "Change  in  Fiscal  Year".

     The Company filed a Current Report on Form 8-K on August 19, 2003 reporting
an  Item  9  event  -  "Regulation  FD  Disclosure".

                                       25

<PAGE>

<TABLE>
<CAPTION>

(C)  EXHIBITS


Exhibit Number    Description of Exhibit
---------------   ----------------------
<C>              <S>

      3.1(i)(a)   Articles of Incorporation.  (1)

      3.1(i)(b)   Certificate of Amendment to Articles of Incorporation.  (1)

      3.1(i)(c)   Certificate of Voting Powers, Designations, Preferences and Right to Series X
                  Preferred Stock, filed March 11, 2003. (1)

      3.1(i)(d)   Certificate of Voting Powers, Designations, Preferences and Right to Series Y
                  Preferred Stock, filed March 11, 2003. (1)

      3.1(i)(e)   Certificate of Correction of Certificate of Voting Powers, Designations,
                  Preferences and Right to Series Y Preferred Stock, filed April 9, 2003. (1)

      3.1(ii)(a)  Bylaws. (1)

      3.1(ii)(b)  Amended Bylaws dated March 31, 2003. (1)

      3.1(ii)(c)  Amended Bylaws. (2)

      10.1        Agreement and Plan of Share Exchange, dated as of September 24, 2001, by and
                  among Jaguar Investments, Inc., Premier Sports Media and Entertainment
                  Group, Inc. and certain shareholders of Premier Sports Media and
                  Entertainment Group, Inc. (omitting all schedules and exhibits. (1)

      10.2        Amendment No. 1 to Agreement and Plan of Share Exchange, dated as
                  November 8, 2001, by and among Jaguar Investments, Inc., Premier Sports
                  Media and Entertainment Group, Inc. and certain shareholders of Premier
                  Sports Media and Entertainment Group, Inc. (1)

      10.3        Amendment No. 2 to Agreement and Plan of Share Exchange, dated as
                  November 9, 2001, by and among Jaguar Investments, Inc., Premier Sports
                  Media and Entertainment Group, Inc. and certain shareholders of Premier
                  Sports Media and Entertainment Group, Inc. (1)

      10.4        Form of Registration Rights Agreement, dated as of December 21, 2001, by and
                  between Jaguar Investments, Inc. and certain shareholders of Jaguar
                  Investments, Inc. (1)

      10.5        Consulting Agreement, dated as of May 1, 2001, by and between Premier Sports
                  Media and Entertainment Group, Inc. and Lori Musumeci and/or Assigns. (1)

                                       26

<PAGE>

      10.6        Consulting Agreement, dated as of June 1, 2001, by and between Explosion
                  Promotions, Inc., a wholly owned subsidiary of Premier Sports Media and
                  Entertainment Group, Inc., and Edward Troiano. (1)

      10.7        Promotional Agreement, dated as of July 26, 1999, by and among Explosion
                  Promotions, Inc., Eric Harding and Lorenzo de Clemente. (1)

      10.8        Agreement between G.O.A.T. and Premier Sports Media and Entertainment
                  Group, Inc. dated as of October 16, 2001. (1)

      10.9        Letter of Agreement, dated as of December 28, 2001 by and among Jaguar
                  Investments, Inc., Premier Sports Media Group, Inc., Silver Star Media Group,
                  Inc. and Prestige International, Inc. (1)

      10.10       Merger Agreement between Jaguar Investments, Inc., Freight Rate, Inc., and
                  Jag2 Corporation, dated March 10, 2003. (1)

      10.11       Stock Purchase Agreement between Jaguar Investments, Inc. and The D.A.R.
                  Group, Inc., dated March 10, 2003. (1)

      10.12       Employment Agreement with Richard Hersh, Chief Executive Officer. (1)

      10.13       Employment Agreement with Michael Darden, President. (1)

      10.14       Employment Agreement with John Urbanowicz, Vice President of
                  Information Technology. (1)

      16.1(a)     Letter of Liebman Goldberg & Drogin, LLP to the Securities and
                  Exchange Commission dated May 16, 2003. (1)

      16.1(b)     Letter of Sweeney Gates & Co. to the Securities and Exchange
                  Commission dated July 25, 2003. (1)

      21.1        Subsidiaries of Registrant. (1)

      23.1(a)     Consent of Independent Auditors. (1)

      23.1(b)     Consent of Independent Auditors. (2)

      23.1(c)     Consent of Independent Auditors. (2)

      31.1        Certification of Chief Executive and Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002. (2)

      32.1        Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. Section
                  1350 (2)


<FN>

(1)     Previously  filed.
(2)     Filed  herewith.
</TABLE>

                                       27

<PAGE>

ITEM  14.     CONTROLS  AND  PROCEDURES

     (a)     EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.
             -----------------------------------------------------

     Within  the  90  days prior to the date of this report, the Company carried
out  an  evaluation,  under  the  supervision  and with the participation of the
Company's  management, including the Company's Chief Executive Officer and Chief
Financial  Officer,  of  the  effectiveness  of  the design and operation of the
Company's  disclosure  controls  and  procedures  pursuant  to Exchange Act Rule
13a-14.  Based  upon  that  evaluation,  the  Chief  Executive Officer and Chief
Financial  Officer  concluded  that  the  Company's  disclosure  controls  and
procedures are effective in timely alerting him to material information required
to  be  included  in  the Company's periodic SEC filings relating to the Company
(including  its  consolidated  subsidiaries).

     (b)     CHANGES  IN  INTERNAL  CONTROLS
             -------------------------------

     There  were no significant changes in the Company's internal controls or in
other factors that could significantly affect these internal controls subsequent
to  the  date  of  our  most  recent  evaluation.

                                       28

<PAGE>

Financial Statements

                        POWER2SHIP, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Report  of  Independent Certified Public Accountants                         F-1

Report  of  Independent Certified Public Accountants                         F-2

Consolidated  Balance  Sheet                                                 F-3

Consolidated  Statements  of  Operations                                     F-4

Consolidated  Statement  of  Changes  in  Stockholders'  Deficit             F-5

Consolidated  Statements  of  Cash  Flows                                    F-6

Notes  to  Consolidated  Financial  Statements                               F-7

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Power2Ship, Inc.


We have audited the accompanying balance sheet of Power2Ship, Inc. as of May 31,
2003,  and  the related statements of operations, stockholders' deficit and cash
flows for the year then ended. These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are  free of material misstatement. An audit includes examining on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects the financial position of Power2Ship, Inc. as of May 31,
2003,  and  the  results  of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements, the Company had net losses and cash used in operations of
$2,235,872  and  $826,368  respectively,  for  the year ended May 31, 2003. This
raises  substantial  doubt  about  its  ability  to continue as a going concern.
Management's plans in regards to these matters are also described in Note 2. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


                                              /s/Sherb & Co., LLP
                                              ------------------------------
                                              Sherb & Co., LLP
                                              Certified Public Accountants

New York, New York
September 12, 2003

                                      F-1

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Power2Ship, Inc.


We have audited the accompanying statements of operations, stockholders' deficit
and  cash  flows  of  Power2Ship,  Inc.  for  the year ended May 31, 2002. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are  free of material misstatement. An audit includes examining on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects  the results of operations and cash flows of Power2Ship,
Inc  for  the  year ended May 31, 2002, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company had net losses and negative cash flow. This
raises  substantial  doubt  about  its  ability  to continue as a going concern.
Management's  plans  in  regards  to  these matters are described in Note 2. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


                                                 SWEENEY, GATES & CO.


Fort Lauderdale, FL
September 12, 2003


                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                            POWER2SHIP, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                       MAY 31, 2003


ASSETS

Current assets:
<S>                                                                         <C>
   Cash and cash equivalents                                                $    18,400
   Accounts receivable, net of allowance of $7,367                              316,961
   Prepaid insurance                                                             33,026
                                                                            ------------
        Total current assets                                                    368,387

Furniture and equipment                                                         165,660
     Less accumulated depreciation                                              (33,506)
                                                                            ------------
        Net furniture and equipment                                             132,154

Other assets                                                                     31,479
                                                                            ------------
Total assets                                                                $   532,020
                                                                            ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Notes payable - short term                                               $   143,000
   Accounts payable and accrued expenses                                        361,576
                                                                            ------------

       Total current liabilities                                                504,576
                                                                            ------------

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; 27,115,184 shares issued and outstanding                       27,115
   Additional paid-in capital                                                 7,934,306
   Accumulated deficit                                                       (8,369,164)
                                                                            ------------

       Stockholders' deficit                                                   (407,556)
                                                                            ------------

Total liabilities and stockholders' deficit                                 $   532,020
                                                                            ============

</TABLE>

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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                        POWER2SHIP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           Year ended May 31,
                                                           2003          2002
                                                       ------------  ------------
<S>                                                    <C>           <C>
Revenue:
Access fees                                            $    88,064   $         -
Freight transportation                                     482,824             -
Implementation services                                    448,995             -
                                                       ------------  ------------

       Total revenue                                     1,019,883             -

Operating expenses:
   Freight transportation                                  473,304             -
   Selling, general and administrative:
        Salaries, benefits and consulting fees             624,268       250,628
        Common stock and options issued for services       432,240       276,201
        Other selling, general and administrative          542,201       280,248
   Research and development                                156,144        36,300
                                                       ------------  ------------

       Total operating expenses                          2,228,157       843,377
                                                       ------------  ------------

       Loss from operations                             (1,208,274)     (843,377)
                                                       ------------  ------------

Other income (expense):
   Litigation settlement                                (1,002,098)            -
   Forgiveness of debt                                      93,074       118,243
   Interest income                                             821         1,010
   Interest expense                                       (122,165)      (82,415)
   Other income                                              2,770             -
                                                       ------------  ------------

       Total other income (expense)                     (1,027,598)       36,838
                                                       ------------  ------------

Net loss                                               $(2,235,872)  $  (806,539)
                                                       ============  ============


Loss per share-basic and diluted                       $     (0.09)  $     (0.03)
                                                       ============  ============

Weighted average shares outstanding
      - basic and diluted                               24,813,629    24,397,595
                                                       ============  ============
</TABLE>


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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                               POWER2SHIP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                        FOR THE PERIOD MAY 31, 2001 THROUGH MAY 31, 2003

                                                                 Series A Stock          Series B Stock         Series C Stock
                                                                --------------           --------------         ---------------
                                                               Shares      Amount      Shares      Amount       Shares   Amount
                                                            -----------  ----------  ----------  -----------  --------  -------
<S>                                                         <C>          <C>         <C>         <C>          <C>       <C>
Balance, May 31, 2001                                          287,454   $   2,875           -   $        -         -   $     -

Redemption of Series A preferred stock                         (93,392)       (934)
Conversion of Series A preferred stock to common stock        (194,062)     (1,941)
Conversion of common Stock to Series C preferred stock                                                           87,000     870
Repurchase of common stock
Common stock issued for compensation and services
Options and warrants issued for services
Warrants issued for Bridge Loan conversion
Net loss
                                                            -----------  ----------  ----------  -----------  --------  -------
Balance, May, 31, 2002                                               -           -           -            -      87,000     870

Conversion of options to common stock
Sale of Series B preferred stock                               195,720        1957
Conversion of series B to common stock                        (195,720)     (1,957)
Conversion of Series C preferred to series Y                                           (87,000)       (870)
Issuance of series X preferred
Retirement of Treasury stock
Sale of common stock
Conversion of notes and accrued interest to common stock
Conversion of notes and accrued salaries to stock options
Common stock issued for services and litigation settlement
Options and warrants issued for services
Common stock issued prior to merger
Recapitalization
Net loss
                                                            -----------  ----------  ----------  -----------  --------  -------

Balance, May 31, 2003                                                -   $       -           -   $        -         -   $     -
                                                            ===========  ==========  ==========  ===========  ========  =======


                                               POWER2SHIP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                        FOR THE PERIOD MAY 31, 2001 THROUGH MAY 31, 2003
                                                            (Continued)

                                                                 Series X Stock          Series Y Stock          Common Stock
                                                                --------------           --------------         ---------------
                                                               Shares      Amount      Shares      Amount       Shares   Amount
                                                            -----------  ----------  ----------  -----------  --------  -------

Balance, May 31, 2001                                                -   $       -           -   $        -   2,228,017  $22,280

Redemption of Series A preferred stock
Conversion of Series A preferred stock to common stock                                                          242,580    2,426
Conversion of common Stock to Series C preferred stock                                                          (87,000)    (870)
Repurchase of common stock
Common stock issued for compensation and services                                                               122,555    1,226
Options and warrants issued for services
Warrants issued for Bridge Loan conversion
Net loss
                                                            -----------  ----------  ----------  -----------  --------  -------
Balance, May, 31, 2002                                               -           -           -            -   2,506,152  25,062

Conversion of options to common stock                                                                           250,000   2,500
Sale of Series B preferred stock
Conversion of series B to common stock                                                                          518,331     518
Conversion of Series C preferred to series Y                                            87,000         87
Issuance of series X preferred                                 100,000         100
Retirement of Treasury stock                                                                                   (410,000) (4,100)
Sale of common stock                                                                                            657,000     657
Conversion of notes and accrued interest to common stock                                                      1,590,086  15,900
Conversion of notes and accrued salaries to stock options
Common stock issued for services and litigation settlement                                                    2,101,027   5,454
Options and warrants issued for services
Common stock issued prior to merger                                                                          12,860,000  12,860
Recapitalization                                                                                              7,042,588 (31,736)
Net loss
                                                              -----------  ----------  ----------  -----------  --------  -------


Balance, May 31, 2003                                          100,000     $   100      87,000    $    87    27,115,184 $27,115
                                                               ===========  ==========  ==========  ===========  ========  =======


                                               POWER2SHIP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                        FOR THE PERIOD MAY 31, 2001 THROUGH MAY 31, 2003
                                                            (Continued)

                                                           Treasury Stock (at cost)      Additional
                                                           -----------------------        paid-in     Accumulated
                                                               Shares      Amount         capital        Deficit      Total
                                                            -----------  ----------      ----------    -----------   --------

Balance, May 31, 2001                                         (360,000)    $(5,000)     $4,226,646    $(5,326,753) $(1,079,952)

Redemption of Series A preferred stock                                                    (324,066)                    325,000
Conversion of Series A preferred stock to common stock                                        (485)                          -
Conversion of common Stock to Series C preferred stock                                                                       -
Repurchase of common stock                                     (50,000)    (25,000)                                    (25,000)
Common stock issued for compensation and services                                          121,329                     122,555
Options and warrants issued for services                                                   140,992                     140,992
Warrants issued for Bridge Loan conversion                                                  12,654                      12,654
Net loss                                                                                                 (806,539)    (806,539)
                                                            -----------  ----------      ----------    -----------   --------
Balance, May, 31, 2002                                        (410,000)    (30,000)      4,177,070     (6,133,292)  (1,960,290)

Conversion of options to common stock                                                      222,500                     255,000
Sale of Series B preferred stock                                                           193,763                     195,720
Conversion of series B to common stock                                                       1,439                           -
Conversion of Series C preferred to series Y                                                   783                           -
Issuance of series X preferred                                                                (100)                          -
Retirement of Treasury stock                                   410,000      30,000         (25,900)                          -
Sale of common stock                                                                       327,843                     328,500
Conversion of notes and accrued interest to common stock                                 1,584,718                   1,600,678
Conversion of notes and accrued salaries to stock options                                    4,430                       4,430
Common stock issued for services and litigation settlement                               1,397,099                   1,402,553
Options and warrants issued for services                                                    31,785                      31,785
Common stock issued prior to merger                                                        (12,860)                          -
Recapitalization                                                                            31,736                           -
Net loss                                                                                               (2,235,872)  (2,235,872)
                                                            -----------  ----------      ----------    -----------   --------

Balance, May 31, 2003                                                -    $       -     $7,934,306   $ (8,369,164)  $ (407,556)
                                                            ===========  ===========      ==========    ==========   ==========

</TABLE>

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                                 POWER2SHIP, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                              Year ended May 31,
                                                                              2003         2002
                                                                          ------------  -----------
<S>                                                                       <C>           <C>
Cash flows from operating activities:
   Net loss                                                               $(2,235,872)  $ (806,539)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                                            7,659        3,249
        Increase in allowance for doubtful accounts                             7,367            -
        Gain on forgiveness of accrued salary                                 (93,074)           -
        Issuance of stock options and warrants
          for services, compensation and conversion                            31,785      153,646
        Issuance of stock for services and litigation settlement            1,402,553      122,555
        Changes in operating assets and liabilities:
            Increase in accounts receivable                                  (324,328)
            Increase in prepaid insurance                                     (33,026)           -
            Increase in other assets                                          (31,479)           -
            Increase (decrease) in accounts payable and accrued expenses      442,047     (135,515)
            Increase in accrued salaries                                            -     (145,567)
            Increase in payable to related party                                    -       16,233
            Increase in accrued interest on bridge loan                             -      (67,983)
                                                                          ------------  -----------

               Net cash used in operating activities                         (826,368)    (859,921)
                                                                          ------------  -----------

Cash flows from investing activities:
   Purchases of furniture and equipment                                       (130,663)      (7,718)
                                                                          ------------  -----------

               Net cash provided by (used in) investing activities           (130,663)      (7,718)
                                                                          ------------  -----------

Cash flows from financing activities:
   Repayment of bridge loan promissory notes                                        -     (243,750)
   Proceeds from convertible promissory notes                                 217,000    1,327,477
   Proceeds and repayments of short term notes payable                        (26,816)     169,816
   Proceeds from conversion of options to common stock                        225,000            -
   Proceeds from sale of preferred stock                                      195,720            -
   Proceeds from sale of common stock                                         328,500            -
   Redemption of Series A preferred stock                                           -     (325,000)
   Purchase of stock                                                                -      (25,000)
                                                                          ------------  -----------

               Net cash provided by financing activities                      939,404      903,543
                                                                          ------------  -----------

               Net increase (decrease) in cash and cash equivalents           (17,627)      35,904

Cash and cash equivalents, beginning of period                                 36,027          123
                                                                          ------------  -----------

Cash and cash equivalents, end of period                                  $    18,400   $   36,027
                                                                          ============  ===========

Supplemental disclosure of cash flow information:

   Cash paid for interest during the period                               $         -   $        -
                                                                          ============  ===========

   Cash paid for income taxes during the period                           $         -   $        -
                                                                          ============  ===========

Non-cash transactions affecting investing and financing activities:

       Conversion of accrued salaries to note payable                     $   135,000   $        -
                                                                          ============  ===========

       Retirement of treasury stock                                       $   (30,000)  $        -
                                                                          ============  ===========

       Conversion of notes and accrued interest to common stock           $ 1,600,618   $        -
                                                                          ============  ===========

       Conversion of accrued salaries and note payable to options         $     4,430   $        -
                                                                          ============  ===========

       Conversion of bridge loan to convertible promissory notes          $         -   $  168,750
                                                                          ============  ===========
</TABLE>


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

                                      F-6

<PAGE>

                        POWER2SHIP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization
------------

Power2Ship, Inc. (the "Company"), formerly Jaguar Investments, Inc. ("Jaguar"),
incorporated in Nevada on October 28, 1987, 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 2 herein.  Freight Rate, Inc. is an
application service provider that offers a highly accessible, user-friendly
information and communication system for the trucking segment of the feight
transportaion industry

For accounting purposes, the transaction was treated as a recapitalization of
Freight Rate, Inc. and accounted for as a reverse acquisition. Therefore, the
financial statements reported herein and accompanying notes thereto reflect the
assets, liabilities and operations of Freight Rate, Inc. as if it had been the
reporting entity since inception. On May 13, 2003, Jaguar changed its name to
Power2Ship, Inc. Freight Rate, Inc. is now a subsidiary of Power2Ship, Inc. and
is the only operating company in the group.

The  Company  had been in the development stage from its inception in 1999 until
it  commenced  freight brokerage operations during October 2002. The Company has
developed  a  system,  named  the  P2S  MobileMarket(TM),  for  collecting,
consolidating,  processing  and presenting real-time transportation-related data
that is valuable to logistics personnel working for shippers and carriers.  This
information,  accessed  through  the  Company's  Web  site,  helps  shippers and
carriers  operate  more  efficiently  by  enabling  them  to (i) minimize excess
transportation  capacity  of carriers, (ii) execute freight transactions online,
and  (iii)  easily  track  the  movement  of loads and/or transportation assets.

Principles of consolidation
---------------------------

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. All material inter-company transactions have been
eliminated.

Cash and Cash Equivalents
-------------------------

The  Company  considers all unrestricted deposits and highly liquid investments,
readily  convertible to known amounts, with an original maturity of three months
or  less,  to  be  cash  equivalents.

Furniture and Equipment
-----------------------

Furniture and equipment is stated at cost. Depreciation on furniture and
equipment is calculated using the straight-line method over the estimated useful
lives of the assets. Expenditures for major renewals and betterments that extend
the useful lives of furniture and equipment are capitalized. Expenditures for
maintenance and repairs are charged to expense as incurred.

Income Taxes
------------

Under the asset and liability method of FASB Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities, and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Deferred
tax assets are reduced by a valuation allowance, when in the Company's opinion
it is likely that some portion or the entire deferred tax asset will not be
realized.

                                      F-7

<PAGE>

Revenue Recognition
-------------------

The Company recognizes freight transportation revenue when shipments reach their
destinations and the receiver acknowledges the receipt of goods by signing a
bill of lading. Revenue from access fees is recognized in the month that access
to our P2S MobileMarket(TM) is provided to customers. Revenue generated from
implementation services, pursuant to software development contracts with
customers defining the scope of work, is recognized on the percentage of
completion basis for each deliverable provided for in the contract. Revenue from
implementation services are non-recurring and are expected to significantly
decrease in total and as a percent of total revenue in future periods.

Fair Value of Financial Instruments
-----------------------------------

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

Use of Estimates
----------------

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

Impairment of long-lived assets
-------------------------------

The Company evaluates the recoverability and carrying value of its long-lived
assets at each balance sheet date, based on guidance issued in SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." Among other
factors considered in such evaluation is the historical and projected operating
performance of business operations, the operating environment and business
strategy, competitive information and market trends. At May 31, 2003, the
Company had no assets which were considered to be impaired.

Research and Development
------------------------

Research and development costs are expensed as incurred. These costs primarily
consist of fees paid for the development of the Company's software. Research and
development costs for the years ended May 31, 2003 and 2002 were $156,144 and
$36,300, respectively.

Stock Based Compensation
------------------------

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

                                      F-8

<PAGE>

Concentrations of Credit Risk
-----------------------------

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash and cash equivalents and
accounts receivable. The Company's investment policy is to invest in low risk,
highly liquid investments. The Company does not believe it is exposed to any
significant credit risk in its cash investment.

The Company maintains its cash balances at quality financial institutions. These
balances are insured by the Federal Deposit Insurance Corporation up to
$100,000. At May 31, 2003, the Company's cash balances did not exceed the
insured limits. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk on cash on deposit.

The Company performs on-going credit evaluations of its customer base including
those included in accounts receivable at May 31,2003, and, generally, does not
require collateral.  A substantial portion (98%) of the accounts receivable at
May 31, 2003 was concentrated in two customers. The Company maintains reserves
for potential credit losses and such losses have been within management's
expectations.

Loss Per Common Share
---------------------

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

Recent Accounting Pronouncements
--------------------------------

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's consolidated
financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. The Company does not currently intend to adopt the fair value
based method of measuring compensation associated with stock awards and grants.
As a consequence of continuing to utilize the intrinsic value method of
measuring such compensation, the Company will be required to provide additional
disclosures in its quarterly financial statements which will reflect the impact
on net income and earnings per share on a pro forma basis as if the Company had
applied the fair value method to stock-based employee compensation.

                                      F-9

<PAGE>

                        POWER2SHIP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE  2  -  BASIS  OF  PRESENTATION

The  accompanying  consolidated  financial  statements are prepared assuming the
Company  will  continue as a going concern.  During the years ended May 31, 2003
and  2002,  the  Company  incurred  losses  from  operations  of  $1,208,274 and
$843,377,  respectively.  During  the  years  ended  May  31, 2003 and 2002, the
Company  had  negative  cash flows from operations in the amount of $826,368 and
$859,921, respectively.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.

While the Company is attempting to increase sales, the growth has not been
significant enough to support the Company's daily operations.  Management
intends to attempt to raise additional funds by way of a public or private
offering.  While the Company believes in the viability of its strategy to
improve sales volume and in its ability to raise additional funds, there can be
no assurances to that effect.

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) 29,769,595 of the Company's Common Stock, 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 230,405 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 additional 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.


NOTE 3 - RELATED PARTY TRANSACTIONS

From  August  1, 2001 through May 31, 2003, the Company shared office facilities
leased  by a company owned by the Company's former Chairman. The amount paid for
rent  for the year ended May 31, 2003 was $26,712 and for the year ended May 31,
2002  it  was  $21,783.

At  May  31,  2002,  the Company was indebted to the former Chairman for $83,733
relating  to services performed under a consulting agreement which was cancelled
on  March  15,  2001.  On  March  6,  2003,  the  indebtedness  was forgiven and
converted  to  fully vested options resulting in a gain of $79,304. See Note 11.

In  March  2002,  the Company repurchased 50,000 shares of common stock owned by
the  former Chairman in exchange for a short-term note.  As of May 31, 2002, the
balance due on the note was $21,000. As of May 31,2003 the note had been paid in
full.

                                       F-10

<PAGE>

In November, 2002, the Chief Executive Officer received $20,000 from the Company
in  the  form of a short-term demand note bearing interest at the rate of 6% per
annum.  As  of  May  31,  2003  the balance of the note and accrued interest was
$20,985. This transaction occurred prior to the reverse merger when Freight Rate
was  a  private  company.  Subsequent  to  year-end,  the note was paid in full.

During  the  year  ended  May 31, 2003, the Company wrote off $13,770 of accrued
salaries  due  to  employees.  See  Note  11.


NOTE  4  -FURNITURE  AND  EQUIPMENT

At  May  31,  2003,  furniture  and  equipment  consisted  of  the  following:

<TABLE>
<CAPTION>

                                                               Estimated
                                                              Useful lives
                                                            --------------
<S>                                 <C>             <C>
Computers                           $     102,742               5 years
Equipment                                  48,170               5 years
Furniture and Fixtures                     14,748               7 years
                                    --------------
                                          165,660
   Less:  accumulated depreciation        (33,506)
                                    --------------

                                    $     132,154
                                    ==============
</TABLE>


Depreciation  expense was $7,659 and $3,249 for the years ended May 31, 2003 and
2002,  respectively.


NOTE  5  -  NOTES  PAYABLE  AND  CONVERTIBLE  NOTES  PAYABLE

In March, 2000, the Company purchased logistics software licenses for $286,000
and paid $143,000 in cash at the time. On September 27, 2001, the Company issued
a promissory note in the amount of $143,000 for the balance due. The interest
rate of the note was 6% per annum and it had a maturity date of May 1, 2002.
Further, in the event of default, the note specified that the Company was to pay
the outstanding principal balance and interest accrued thereon, together with
costs of collection and reasonable attorneys' fees in the amount of ten percent
(10%) of the amount recoverable. Accrued interest expense on the note for fiscal
years 2003 and 2002 was $8,580 and $5,816, respectively. The Company defaulted
on the note and, on July 15, 2003, after several months of litigation, entered
into a settlement agreement pursuant to which the Company issued a new
promissory note in the amount of $170,000 to replace the original note. The new
note does not bear interest and required the Company to make a payment of
$30,000 upon signing the settlement agreement followed by 22 consecutive
payments of $5,000 on the first of each month beginning on August 1, 2003 for a
total of $140,000. If all the aforementioned payments are made on or before
their applicable due dates, or within their permitted grace periods, the $30,000
balance remaining on the new note at that time will be waived and it will be
marked as paid and returned to the Company. All payments required to be made
pursuant to the new note have been made as of the date of this report.

On March 6, 2003, the Company issued a convertible promissory note in the amount
of $175,000 to an unaffiliated Company shareholder. The interest rate of the
note is 8% per annum and it has a maturity date of June 30, 2006. The holder of
the note has the right to convert the outstanding principal balance of the note
into the Company's common stock at a conversion price equal to the lesser of 1)
$1.51 per share or 2) 50% of the average of the closing bid prices of the common
stock for the five trading days immediately preceding the date of conversion but
no less than $0.25 per share.

                                      F-11

<PAGE>

On March 10, 2003, the Company issued a convertible promissory note in the
amount of $125,000 to an unaffiliated Company shareholder. The interest rate of
the note was 5% per annum and it had a maturity date of April 10, 2004. The
holder of the note had the right to convert the outstanding principal balance of
the note and interest accrued thereon into the Company's common stock at $0.40
per share. On June 5, 2003, upon receiving an additional $100,000 from the same
shareholder, the Company replaced this note with a new convertible promissory
note in the amount of $225,000. The new note bears interest of 5% per annum, has
a maturity date of December 5, 2003 and has the same conversion provision as
provided for in the original note. Also, the note holder received warrants to
purchase 75,000 shares of common stock at a price of $0.79 per share until June
5, 2004. Further, the new note has a prepayment provision requiring certain
amounts of the principal and interest accrued thereon to be repaid upon the
Company receiving capital in excess of specified amounts during each month of
the term of the note.

On March 10, 2003, the Company issued a convertible promissory note in the
amount of $135,000 to its Chief Executive Officer in exchange for his forgiving
$147,520 of accrued salary owed to him. The interest rate of the note is 8% per
annum and it has a maturity date of June 30, 2006. The outstanding principal
balance of the note may be converted at any time into the Company's common stock
at a conversion price equal to the lesser of 1) $1.51 per share or 2) 50% of the
average of the closing bid prices of the common stock for the five trading days
immediately preceding the date of conversion but no less than $0.75 per share.

On  March 10, 2003 the Company repaid $1,590,086 of convertible promissory notes
due  June  30,  2006, and accrued interest thereon, by issuing to the holders of
the notes a total of 1,590,086 shares of the Company's common stock and warrants
to purchase 795,043 shares of common stock at $2.00 per share until December 31,
2004.  Upon  the  reverse  merger,  this resulted in 4,211,075 common shares and
warrants  to  purchase  2,105,538  shares  at  $0.75  until  December  31, 2004.


NOTE 6 - COMMITMENTS

Operating Lease
---------------

The Company leases office space under an operating lease commencing May 15,
2003. The lease terminates on May 31, 2005.

At May 31, 2003, minimum rental commitments are as follows:

     2004           $     110,335
     2005                 169,901
                          -------
                    $     280,236
                          =======

In addition to the preceding minimum rental commitments, the lease also requires
a non-renewal penalty fee of $37,251 payable no later than August 31, 2004 if
the Company does not renew its lease for the two-year period June 1, 2005
through May 31, 2007.

Also required is an additional security deposit of $9,312 by June 1, 2004. This
amount has been secured by the deposit of 50,000 shares of the Company's common
stock which have been deposited with an Escrow Agent who will return them upon
payment of the funds required or deliver the stock to the landlord in the event
of default.

For  the years ended May 31, 2003 and 2002 rent expense was $26,712 and $21,783,
respectively.

                                      F-12

<PAGE>

License Agreement
-----------------

The Company has entered into an agreement with a vendor for GPS devices which
requires the Company to pay the vendor a monthly royalty on each device once it
is put into service with a customer.


NOTE 7 - EMPLOYMENT AGREEMENTS

Effective January 1, 2003, the Company commenced a five-year employment
agreement with its Chief Executive Officer, Richard Hersh. The term of
employment automatically may be renewed for successive one year terms beginning
on the five-year anniversary of the agreement unless previously terminated
according to the termination provisions in the agreement or if the Company or
Hersh elects to terminate the agreement by written notice at least ninety days
prior to the expiration of the then-current term of employment. Under the terms
of this agreement, Hersh will receive a base salary and became eligible to
receive a bonus based on the financial performance of the Company.

Effective January 1, 2003, the Company commenced a four-year employment
agreement with its Vice President of Technology, John Urbanowicz. The term of
employment automatically may be renewed for successive one year terms beginning
on the four-year anniversary of the agreement unless previously terminated
according to the termination provisions in the agreement or if the Company or
Urbanowicz elects to terminate the agreement by written notice at least ninety
days prior to the expiration of the then-current term of employment. Under the
terms of this agreement, Urbanowicz will receive a base salary and became
eligible to receive a discretionary bonus based on performance.

Effective April 15, 2003, the Company commenced a four-year employment agreement
with its President, Michael J. Darden. The term of employment automatically may
be renewed for successive one year terms beginning on the four-year anniversary
of the agreement unless previously terminated according to the termination
provisions in the agreement or if the Company or Darden elects to terminate the
agreement by written notice at least ninety days prior to the expiration of the
then-current term of employment. Under the terms of this agreement, Darden will
receive a base salary, he was granted a certain number of stock options subject
to a specified vesting period and became eligible to receive a bonus based on
the financial performance of the Company.

At May 31, 2003, the aggregate commitments pursuant to the employment agreements
with our executive officers are as follows:

               2004           $327,630
               2005            378,311
               2006            437,357
               2007            428,248
               2008            136,080
                               -------
                           $ 1,707,626
                           ===========


NOTE 8 - INCOME TAXES

The  Company  had  available  at  May 31, 2003, operating loss carryforwards for
federal  and  state  taxes  of  approximately $5,900,000, which could be applied
against  taxable income in subsequent years through 2023.  Such amounts would be
subject  to  the limitations contained under Section 382 of the Internal Revenue
Code  relating  to  changes in ownership. However, given that the realization of
this  tax  effect  is  uncertain,  a  full  valuation  allowance  was  recorded.

                                      F-13

Reconciliation  of  the differences between income taxes computed at the federal
statutory  tax  rates  and  the  provision  for  income  taxes  is  as  follows:

<TABLE>
<CAPTION>

                                   2003     Percent      2002     Percent
                                ----------  --------  ----------  --------

<S>                             <C>         <C>       <C>         <C>
Income tax benefit computed at
   Federal statutory tax rate   $ 760,000      34.0%  $  274000      34.0%
State tax, net of
   Federal benefits                78,000       3.5      29,000       3.6
Non-deductible non-cash
   Expenses                       (79,000)    (10.4)   (101,000)     (6.6)
Valuation allowance              (759,000)    (27.1)   (202,000)    (31.0)
                                ----------  --------  ----------  --------

Provision for income taxes      $       -         -%  $       -         -%
                                ==========  ========  ==========  ========
</TABLE>


Temporary differences that give rise to significant deferred tax assets are as
follows:

<TABLE>
<CAPTION>

                                     2003          2002
                                 ------------  ------------
<S>                              <C>           <C>
Net operating loss carryforward  $ 2,090,000   $ 1,331,000
                                 ============  ============

Total deferred tax assets          2,090,000     1,331,000

Valuation allowance               (2,090,000)   (1,331,000)
                                 ------------  ------------

Net deferred tax asset           $         -   $         -
                                 ============  ============
</TABLE>


NOTE 9 - STOCKHOLDERS' EQUITY
-----------------------------

Series  A Convertible Preferred  Stock
------------------------------------

During  October  and  November,  2001,  194,062  shares  of Series A convertible
preferred  stock  were  converted  to  242,580 shares of common stock and 93,392
shares  were  converted to long-term notes. Upon the Company's reverse merger in
March,  2003  the  long-term notes, and accrued interest thereon, were converted
into  common  stock  at  $1.00 per share and, for every $2.00 of long-term notes
converted,  the  holder received a warrant to purchase one share of common stock
at  $2.00  per  share  with  an  expiration  date  of  December  31,  2004.

Series  B  Convertible  Preferred  Stock
----------------------------------------

From December, 2002 until March, 2003, the Company raised $195,720 from the sale
of  Series  B  convertible  preferred stock. All shares were converted to common
stock  in  connection  with  the  reverse  merger.

Series  X  Convertible  Preferred  Stock
----------------------------------------

In  connection  with  the reverse merger, 100,000 shares of Series X convertible
preferred  shares  were  issued  to the holders of Freight Rate, Inc. common and
preferred stock, warrants and options.  The Series X convertible 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 convertible
preferred  stock  will  be  cancelled.

                                      F-14

<PAGE>

Series  Y  Convertible  Preferred  Stock
----------------------------------------

On  May  31,  2002,  87,000  shares  of  common stock were converted to Series C
preferred  stock.  In  connection  with  the  reverse  merger, these shares were
converted  into  series  Y  preferred  stock. The Series Y convertible preferred
stock  has  200  votes  per  share  and  has  the  right to vote with the common
shareholders  in  all  matters,  and  is  convertible into 230,405 shares of the
Company's  common  stock  at  the  holder's  option.

Common  Stock
-------------

On  July  26,  2001,  the  Company  granted  100,000  shares  of common stock to
consultants  for  services  and,  on  August  27, 2001, granted 22,555 shares of
common  stock  to  attorneys  for  services.  The Company recorded the shares at
their  fair  market  value  and  charged  professional  fees  of  $122,555.

On  March  28,  2002,  the  Company purchased 50,000 shares of its common stock,
issuing  a note payable for the transaction. The shares were retired at the time
of  the reverse merger in March, 2003 and the note was paid off by year-end May,
2003.

In  July  and October, 2002, an investor converted $225,000 of options to common
stock,  receiving  250,000  common shares and 333,333 options to purchase common
shares at $1.50. At the reverse merger, these options were exchanged for 882,776
options  exercisable  at  $0.56  until  2005.

In  connection  with  the  reverse  merger,  the  Company  repaid  $1,590,086 of
convertible promissory notes due June 30, 2006, and accrued interest thereon, by
issuing to the holders of the notes a total of 1,590,086 shares of the Company's
common  stock  and  warrants to purchase 795,043 shares of common stock at $2.00
per  share  until  December  31, 2004. Upon the reverse merger, this resulted in
4,211,075 common shares and warrants to purchase 2,105,538 shares at $0.75 until
December  31,  2004.

Immediately  prior to the reverse merger, there were 12,860,000 shares of common
stock  of  Jaguar  Investments,  Inc.

In  March  and  April,  2003, the Company sold 657,000 shares of common stock at
$0.50  per  share,  raising  $328,500.

During the year ended May 31, 2003, the Company granted 402,555 shares of common
stock  to  consultants for services and recorded the shares at their fair market
value  of  $400,455.

Subsequent to May 31, 2003, the Company settled with two former consulting firms
for  1,698,472  shares  of  the Company's common stock valued at $1,002,098. See
Note  12  on  subsequent  events  for  further  details.

Common  Stock  Options  and  Warrants
-------------------------------------

The board of directors has the authority to determine the individuals to whom
grants of stock options and /or warrants will be made, as well as the type, size
and terms of the grants to be made to each individual. In addition, the board
committee will determine the time when the grants will be made and the duration
of grants including exercise or restrictions and criteria for exercise.

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

                                      F-15

<PAGE>

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

<TABLE>
<CAPTION>

                                                      Years ended May 31,
                                                       2003         2002
                                                   ------------  ----------
<S>                                 <C>            <C>           <C>
Net loss:                           As reported    $(2,235,817)  $(806,539)
                                                   ============  ==========

                                    Pro forma     $ (2,385,881)  $(858,934)
                                                   ============  ==========


Loss per share, basic and diluted:  As reported    $     (0.09)  $   (0.03)
                                                   ============  ==========

                                    Pro forma      $      (0.10)  $   (0.04)
                                                   ============  ==========

</TABLE>

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

<TABLE>
<CAPTION>

                                                    2003     2002
                                                   ------    ----
<S>                                   <C>   <C>    <C>     <C>
Dividend yield                                      None    None
Expected volatility factor                         0-64%    .0001%
Approximate risk free interest rates                  3%     2.94%
Expected lives, in years                            1-5         3

</TABLE>


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

Stock  options
--------------

During  the years ended May 31, 2003 and 2002, the Company granted stock options
to  employees,  directors,  consultants, suppliers and investors.  The number of
stock  options issued and the price of the options have been restated to reflect
the  reverse  merger  on  March  11,  2003.

During 2002, the Company granted options to purchase 344,283 shares of common
stock to consultants, suppliers and investors of the Company. The options are
exercisable at a price of $0.38 per share which was the fair market value of the
common stock at the grant date. The options expire in three to five years from
the grant date. Consulting expense in the amount of $140,992 was recorded for
the year ended May 31, 2002 relating to these options.

                                      F-16

<PAGE>

During 2002, the Company granted options to purchase 5,919,022 shares of common
stock to certain employees and directors of the Company. The options expire in
three to five years from the grant date.  The options are exercisable at a price
of $0.38 per share, which was the fair value of the common stock at the grant
date. Accordingly, under APB 25, no compensation expense was recognized.

During 2003, the Company granted options to purchase 2,049,375 shares of common
stock to consultants, suppliers and investors of the Company. The options are
exercisable at a price of $0.38 per share to $0.75 per share, which was the fair
market value of the common stock at the grant date. Consulting expense in the
amount of $31,785 was recorded for the year ended May 31, 2003 relating to these
options.

During 2003, the Company granted options to purchase 5,212,655 shares of common
stock to certain employees and directors of the Company. The options expire in
three to five years from the grant date.  The options are exercisable at per
share prices ranging from $0.38 to $1.01 per share, which was the fair value of
the common stock at the grant date. Accordingly, under APB 25, no compensation
expense was recognized.

The per-share weighted average exercise price of stock options granted during
2003 and 2002 was $0.43 and $0.38, respectively, on the date of grant using the
Black-Scholes pricing model and the previously discussed assumptions.

Stock option activity for the years ended May 31, 2003 and 2002 is summarized as
follows:

<TABLE>
<CAPTION>


                                    2003                2002
                                    ----                ----

                                             Weighted          Weighted
                                             average            average
                                             exercise          exercise
                                    Shares    price    Shares    price
                                  ----------  ------  ---------  ------
<S>                               <C>         <C>     <C>        <C>
Outstanding at beginning of year   7,224,649  $  .38    961,344  $  .38
Options granted                    7,262,030     .43  6,263,305     .38
Exercised                                  -       -          -       -
Cancelled                                  -       -          -       -
Forfeited                                  -       -          -       -
                                  ----------          ---------
Outstanding at end of year        14,486,679  $  .40  7,224,649  $  .38
                                  ==========          =========

Exercisable at end of year        10,743,161  $  .39  4,708,734  $  .38
                                  ==========          =========
</TABLE>


The following table summarizes the Company's stock options outstanding at May
31, 2003:

<TABLE>
<CAPTION>


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

0.38                      13,074,109           2.64               $ 0.38
0.50  -  0.75              1,112,570           2.25               $ 0.56
1.01                         300,000           4.38               $ 1.01
                          -----------
                          14,486,679
                          ==========

</TABLE>

                                      F-17

<PAGE>


Warrants
--------

During  the  years  ended May 31, 2003 and 2002, the Company granted warrants to
consultants,  suppliers  and  investors.  The  number of warrants issued and the
price  of  the warrant have been restated to reflect the reverse merger on March
11,  2003.  The  Company  charged  to  expense the fair value of the instruments
granted  for  services  using  the  Black-Scholes  option  model.

On  July  15,  2001,  in  connection  with  conversion  of  bridge  loans  to 8%
convertible  promissory  notes,  the Company issued 119,175 warrants to purchase
Common Stock at $0.75 per share and 166,606 warrants to purchase Common Stock at
$1.51  per  share.  In  July  2001  and  January  2002,  in  connection with the
settlement  of  Bridge Loans which were not converted, the Company issued 26,484
warrants  to  purchase Common Stock at $0.75 per share.  The Company recorded an
expense  of  $12,654, which is equal to the fair market value of the warrants at
the  date  of exchange, for warrants issued in connection with the conversion or
settlement  of  Bridge  Loans.  In  addition, in March, April and May, 2002, the
Company  issued  6,748  warrants  to purchase Common Stock at $0.75 per share to
investors  as  an  incentive  for  additional  investment  of  capital.

In  connection with the sale of Freight Rate Series B preferred stock during the
year  ended May 31, 2003, the Company issued warrants to purchase 269,097 shares
of  common  stock  at  $1.13  per  share  until  December  31,  2004.

On March 10, 2003, in connection with conversion of convertible promissory notes
due  June  30,  2006  and  accrued interest thereon to common stock, the Company
issued  warrants to purchase 2,105,538 shares of common stock at $0.75 per share
until  December  31,  2004.

Warrant activity for the years ended May 31, 2003 and 2002 is summarized as
follows:

<TABLE>
<CAPTION>


                                    2003               2002
                                    ----               ----

                                           Weighted           Weighted
                                            average            average
                                           exercise           exercise
                                   Shares    price    Shares    price
                                  ---------  ------  ---------  ------
<S>                               <C>        <C>     <C>        <C>
Outstanding at beginning of year  1,538,569  $  .83  1,219,556  $  .75
Warrants granted                  2,374,635     .79    319,013    1.15
Exercised                                 -       -          -       -
Cancelled                                 -       -          -       -
Forfeited                                 -       -          -       -
                                  ---------          ---------
Outstanding at end of year        3,913,204  $  .80  1,538,569  $  .83
                                  =========          =========

Exercisable at end of year        3,913,204  $  .80  1,538,569  $  .83
                                  =========          =========
</TABLE>


The following table summarizes the Company's warrants outstanding at May 31,
2003:

<TABLE>
<CAPTION>


                               Warrants outstanding and exercisable
                               ------------------------------------

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

0.75  -  0.90                     3,487,432           1.36       $  .75
1.00  -  1.25                       259,166           1.59       $ 1.13
1.50  -  1.75                       166,606            .67       $ 1.51
                                 ------------
                                  3,913,204
                                 ============

</TABLE>

                                      F-18

<PAGE>

NOTE  10  -  FORGIVENESS  OF  DEBT

During  the year ended May 31, 2003, current and former employees of the Company
forgave  $93,074  of  accrued  salaries  and  notes,  and  the Company wrote off
accounts payable of $21,100 to entities deemed to no longer be pursuing payment.


NOTE 11 - SUBSEQUENT EVENTS

On June 5, 2003, the Company received an additional $100,000 from an
unaffiliated shareholder and issued a convertible promissory note in the amount
of $225,000 that replaced an existing $125,000 note to the same shareholder. See
"Notes Payable". On July 22, 2003, the Company repaid $100,000 of this note.

In June 2003 the Company granted 50,000 and 30,000 shares to the Company's
president and a consultant, respectively, in consideration for services
rendered.

In July 2003 the Company granted 50,000, 25,000 and 10,000 shares to three
employees of the Company, including its Vice President of Technology, in
consideration for services rendered.

In August 2003 the Company granted 50,000 and 5,000 shares to one the Company's
Directors and an attorney, respectively, in consideration for services rendered.

In June 2003, the Company designated 200,000 of its preferred shares as Series B
Preferred Stock, $5.00 stated value per share, to be sold primarily to
accredited investors. Each share of Series B Preferred Stock is convertible at
$.25 per share into 20 shares of the Company's common stock. Any of these shares
that are outstanding on June 30, 2004 and on June 30 of each year thereafter,
shall be entitled to receive a 10% dividend on such dates payable in cash or
common stock, at the Company's sole discretion. As of September 5, 2003, the
Company had received $749,000 from the sale of 149,800 shares of Series B
Preferred Stock which are convertible into 2,996,000 shares of common stock.

Also, in July 2003, the Company sold 10,000 shares of Series C Preferred Stock,
$30.00 stated value per share, to one accredited investor for $300,000. Each
share of Series C Preferred Stock is convertible at $.30 per share into 100
shares of the Company's common stock or 1,000,000 shares upon conversion of all
the shares. The Company also issued the investor warrants to purchase 500,000
shares of common stock at $1.00 per share until July 14, 2006.

In September 2003, the Company decided to effectuate settlements with two former
consulting firms related to certain consulting agreements entered into between
the Company and each of the consulting firms in April 2001. The Company entered
into separate agreements with both entities pursuant to which the Company has
agreed to issue them an aggregate of 1,698,472 shares of its common stock which
are included in shares outstanding at May 31, 2003. The Company has accounted
for this stock issuance in its financial statements for fiscal year 2003 with an
expense of $1,002,098. Both agreements include a provision providing for
piggyback registration rights for 50% of the shares issued. One of the
agreements also provides for the potential issuance of additional shares equal
to 5% of the issuance of common shares following any further issuance of shares
pursuant to the Company's Series B Preferred Stock offering, or as a result of
issuance of common stock as a result of the Company's Series X Preferred Stock
issuance.

                                      F-19

<PAGE>

                                    SIGNATURE

     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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.

Dated:    September  11,  2003
                                                  POWER2SHIP, INC.

                                         By:     /s/ Richard Hersh
                                                 -------------------------------
                                         Name:   Richard Hersh
                                         Title:  Chief Executive and
                                                 Financial Officer

--------------------------------------------------------------------------------

By:     /s/  Richard  Hersh              September 11, 2003
        -------------------
Name:   Richard Hersh
Titles: Chief Executive and Financial Officer and
        (Principal Executive, Financial and Accounting Officer)


By:     /s/  Michael J. Darden           September 11, 2003
        ----------------------
Name:   Michael J. Darden
Title:  President and Director


By:     /s/  Douglas Gass                September 11, 2003
        -----------------
Name:   Douglas Gass
Title:  Director

                                       29

<PAGE>

Exhibit  3.1(ii)(c)

                               AMENDED BY-LAWS OF

                                POWER2SHIP, INC.

ARTICLE  I  -  OFFICES
----------------------

     The  principal  office  of the Corporation shall be located in the City and
State designated as the registered office in the Articles of Incorporation.  The
Corporation may also maintain offices at such other places within or without the
United  States  as  the  Board  of  Directors may, from time to time, determine.

ARTICLE  II  -  MEETINGS  OF  STOCKHOLDERS
------------------------------------------

Section  1  -  Annual  Meetings
-------------------------------

     The  annual meeting of the Stockholders of the Corporation shall be held on
a  date  and  at  a time selected by the Board of Directors and at such place as
designated  by  the  Board  of  Directors each year, for the purpose of electing
Directors  of  the  Corporation  to  serve  during  the ensuing year and for the
transaction  of  such  other  business  as  may  be  brought before the meeting.

Section  2  -  Notice  of  Annual  Meetings
-------------------------------------------

     At  least  ten  (10)  days  written  notice specifying the day and hour and
place, when and where the annual meeting shall be convened, shall be mailed in a
United  States  Post  Office, addressed to each of the Stockholders of record at
the  time of issuing the notice, at his or her or its address last known, as the
same  appears  on  the  books  of  the  Corporation.

     If  the  address  of  any  Stockholders do not appear upon the books of the
Corporation,  it will be sufficient to address any notice to such Stockholder at
the  last  address  furnished  by  such  Stockholder  to  the  Secretary  of the
Corporation.

     Nevertheless,  a  failure  to give such notice, or any irregularity in such
notice,  shall not affect the validity of annual meetings or any proceedings had
at such meeting, and in such event these Bylaws shall be, and shall be deemed to
be,  sufficient  notice  of  such meeting without requirement of further notice.

Section  3  -  Special  Meetings
--------------------------------

     Special  meetings  of  the  Stockholders  may  be held at the office of the
Corporation  in  the  State  of  Nevada,  or  elsewhere,  whenever called by the
Chairman,  President, or by a majority of the Board of Directors, or by vote of,
or  by  an  instrument  in  writing  signed by the holders of at least fifty-one
percent  (51%)  of  the issued and outstanding capital stock of the Corporation.

<PAGE>

Section  4  -  Notice  of  Special  Meetings
--------------------------------------------

     At  least  ten (10) days written notice of such meeting, specifying the day
and  hour  and  place,  when  and  where such meeting shall be convened, and the
objects  for calling the same, shall be mailed in the United States Post Office,
addressed  to  each  of  the  stockholders  of record at the time of issuing the
notice,  at  his  or  her  or its address last known, as the same appears on the
books  of  the  Corporation.

     If  the  address  of  any  Stockholders do not appear upon the books of the
Corporation,  it will be sufficient to address any notice to such Stockholder at
the  last  address  furnished  by  such  Stockholder  to  the  Secretary  of the
Corporation.

     The  written  certificate  of  the  officer or officers calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing  of  same  to  the several Stockholders, and the respective addresses to
which  the  same  were to be mailed, shall be prima facie evidence of the manner
and  fact  of  the  calling  and  giving  such  notice.

Section  5  -  Place  of  Meetings
----------------------------------

     All  meetings  of Stockholders shall be held at the principal office of the
Corporation,  or  at  such other places as shall be designated in the notices or
waivers  of  notice  of  such  meetings.

Section  6  -  Waiver  of  Notice
---------------------------------

     If  all  the  Stockholders of the Corporation shall waive notice of special
meetings,  no  notice  of  such  meeting shall be required, and whenever all the
Stockholders  shall  meet  in person or by proxy such meeting shall be valid for
all purposes without call or notice and at such meeting any corporate action may
be  taken.

Section  7  -  Quorum
---------------------

     At  all  Stockholders'  meetings, the holders of fifty-one percent (51%) in
amount  of  the  entire  issued and outstanding capital stock of the Corporation
shall  constitute  a  quorum  for  all  the  purposes  of  such  meetings.

     If  the  holders  of  the  amount of stock necessary to constitute a quorum
shall  fail  to  attend,  in  person or by proxy, at the time and place fixed by
these  Bylaws for any annual meeting, or fixed by a notice as above provided for
any  annual  meeting,  or  fixed  by  a  notice  as above provided for a special
meeting,  a  majority  in  interest  of the Stockholders present in person or by
proxy may adjourn from time to time without notice other than by announcement at
the  meeting,  until  holders  of  the amount of stock requisite to constitute a
quorum  shall  attend.  At any such adjourned meeting at which a quorum shall be
present,  any  business  may  be  transacted which might have been transacted as
originally  called.

<PAGE>

Section  8  -  Voting
---------------------

     At each meeting of the Stockholders, every Stockholder shall be entitled to
vote  in  person  or  by  his  duly  authorized proxy appointed by instrument in
writing subscribed by such Stockholder. Such Stockholder shall have one (1) vote
for  each  share  of  stock standing registered in his or her or its name on the
books  of the corporation, ten (10) days preceding the day of such meeting.  The
votes  for  Directors,  and  upon  demand by any Stockholder, the votes upon any
question  before  the  meeting,  shall  be  by  roll  call  vote.

     At  each  meeting  of  the Stockholders, a full, true and complete list, in
alphabetical  order,  of  all the Stockholders entitled to vote at such meeting,
and  indicating the number of shares held by such, certified by the Secretary of
the  Corporation,  shall be furnished, which list shall be prepared at least ten
(10)  days  before  such  meeting,  and  shall  be open to the inspection of the
stockholders,  or their agents or proxies, at the place where such meeting is to
be  held,  and for ten (10) days prior thereto.  Only the persons in whose names
shares  of  stock  are  registered  on  the meeting, as evidenced by the list of
Stockholders  so  furnished, shall be entitled to vote at such meeting.  Proxies
and  powers  of  attorney  to  vote  must  be  filed  with  the Secretary of the
Corporation  before an election or a meeting of the Stockholders, or they cannot
be  used  at  such  election  or  meeting.

Section  9  -  Order  of  Business
----------------------------------

     At  the  Stockholders'  meetings,  the  regular order of business may be as
follows:

     1.   Reading  and  approval of the Minutes of previous meeting or meetings;

     2.   Reports  of  yearly  activity  to  Stockholders,  to  be  prepared and
          provided  by  the  Board  of  Directors;

     3.   Election  of  Directors;

     4.   Financial  review;

     5.   Appointment  of  auditors;

     6.   Unfinished  business;

     7.   New  business;

     8.   Adjournment.

Section  10  -  Conduct  of  Election
-------------------------------------

     At  each meeting of the Stockholders, the polls shall be opened and closed;
the  proxies  and  ballots  issued,  received,  and  taken in charge of, for the
purpose  of the meeting; and all questions touching the qualifications of voters
and  the validity of proxies, and the acceptance or rejection of votes, shall be
decided by the inspector of elections.  Such inspector shall be appointed at the
meeting  by  the  presiding  officer  of  the  meeting.

<PAGE>

Section  11  -  Stockholder  Action  Without  Meetings
------------------------------------------------------

     Any  action  required  to  be  taken  at  any  annual or special meeting of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may  be  taken  without  a  meeting, without prior notice and
without  a  vote,  if  a  consent in writing, setting forth the action so taken,
shall  be  signed  by  the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at  a  meeting  at  which  all  shares entitled to vote thereon were present and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less  than  unanimous  written  consent shall be given to those stockholders who
have  not  consented  in  writing.

ARTICLE  III  -  BOARD  OF  DIRECTORS
-------------------------------------

Section  1  -  Number
---------------------

     The  number of Directors which shall constitute the whole board shall be at
least  one  who shall be of full age.  The number of Directors from time to time
may  be decreased to not less than one (1) or increased by amending this section
of  the  Bylaws  or by resolution of the stockholders or the Board of Directors.
The  Directors  shall  be  elected at the annual meeting of the Stockholders and
each  Director  elected  shall  hold  office  until his successor is elected and
qualified.  Directors  need  not  be  Stockholders.

Section  2  -  Election  and  Term
----------------------------------

     The  first  Board  of Directors, unless the members thereof shall have been
named  in the Articles of Incorporation, shall be elected by the incorporator or
incorporators  and  shall  hold  office  until  the  first  annual  meeting  of
stockholders and until their successors are elected and qualified or until their
earlier  resignation  or  removal.  Any  director  may  resign  at any time upon
written  notice to the corporation.  Thereafter, directors who are elected at an
annual  meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the next
annual  meeting  of  stockholders  and  until  their  successors are elected and
qualified  or  until  their  earlier  resignation  or  removal.

Section  3  -  Duties  and  Powers
----------------------------------

     The  Board  of  Directors  is  invested  with the complete and unrestrained
authority  in  the  management  of  all  the  affairs of the Corporation, and is
authorized to exercise for such purpose as the General Agent of the Corporation,
its  entire  corporate  authority.

     The  Board of Directors shall be responsible for the control and management
of  the affairs, property and interests of the corporation, and may exercise all
powers  of the Corporation, except as are in the Certificate of Incorporation or
by  statute  expressly  conferred  upon  or  reserved  to  the  Stockholders.

<PAGE>

     The  Chairman  of  the  Board  of  Directors  shall  make  a  report to the
Stockholders  at  annual  meetings  of  the Stockholders of the condition of the
Corporation, and shall, on request, furnish each of the Stockholders with a true
copy  thereof.

     The  Board  of Directors, in its discretion, may submit any contract or act
for  approval  or  ratification at any annual meeting of the Stockholders called
for  the purpose of considering any such contract or act, which, if approved, or
ratified  by  the  vote of the holders of a majority of the capital stock of the
Corporation  represented  in person or by proxy at such meeting, provided that a
lawful  quorum of Stockholders be there represented in person or by proxy, shall
be valid and binding upon the Corporation and upon all the Stockholders thereof,
as  if it has been approved or ratified by every Stockholder of the Corporation.

Section  4  -  Place  of  Meetings
----------------------------------

     Meetings  of  the  Directors  may  be  held  at the principal office of the
Corporation in the State of Nevada, or elsewhere, at such place or places as the
Board  of  Directors  may,  from  time  to  time,  determine.

Section  5  -  Annual  Meeting  of  Directors;  Notice
------------------------------------------------------

     Immediately  following  each  annual  meeting of Stockholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, election
of  officers,  and the transaction of other business.  Notice of such meeting is
hereby  dispensed  with.

Section  6  -  Regular  Meetings  of  Directors;  Notice
--------------------------------------------------------

     The  time for other regular meetings of the Board of Directors, if and when
held,  shall be as determined by the Board of Directors.  If any regular meeting
date  shall  fall on a legal holiday, then the regular meeting date shall be the
business  day next following.  The time for the next regularly scheduled meeting
of  the Board of Directors may be changed by a majority vote of the Directors at
any  preceding  meeting  of  the  Directors.

     No notice shall be required to be given of any regular meeting of the Board
of  Directors,  but  each  Director  shall  take  notice  thereof.

Section  7  -  Special  Meetings  of  Directors;  Notice
--------------------------------------------------------

     A  special  meeting of the Board of Directors shall be held whenever called
by the Chairman, President or by two (2) Directors.  Any and all business may be
transacted  at  a  special meeting.  Each call for a special meeting shall be in
writing,  signed  by  the  person  or  persons  making  the  same, addressed and
delivered  to the Secretary, and shall state the time and place of such meeting.

     Notice  of each special meeting of the Board of Directors shall be given to
each  of the Directors by mailing to each of them a copy of such notice at least
seven  (7)  days prior to the time fixed for such meeting to the address of such
Director  as  shown  on  the  books of the Corporation.  If his address does not
appear  on  the books of the Corporation, then such notice shall be addressed to
him at Power2Ship, Inc., Congress Corporate Plaza 901, and 903 Clint Moore Road,
Boca  Raton,  Florida  33487.

<PAGE>

Section  8  -  Waiver  of  Notice
---------------------------------

     When all the Directors of the Corporation are present at any meeting of the
Board  of  Directors,  however  called  or  noticed,  and sign a written consent
thereto  on  the record of such meeting, or if the majority of the Directors are
present,  and  if  those  not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holder of such meeting, which said waiver
shall  be  filed with the Secretary of the Corporation, the transactions of such
meeting  are  as  valid  as  if  had  at a meeting regularly called and noticed.

Section  9  -  Written  Action
------------------------------

     Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of  the  Board of Directors or committee, as the case may be, consent thereto in
writing,  and  the writing or writings are filed with the minutes of proceedings
of  the  Board  of  Directors  or  committee.

Section  10  -  Quorum  and  Adjournments
-----------------------------------------

     A  majority  of  the Board of Directors in office shall constitute a quorum
for  the  transaction  of  business; but if at any meeting of the Board there be
less than a quorum present, a majority of those present may adjourn from time to
time,  until  a quorum shall be present, and no notice of such adjournment shall
be  required.  The  Board  of Directors may prescribe rules not in conflict with
these  Bylaws  for  the  conduct  of  its  business.

Section  11  -  Manner  of  Acting
----------------------------------

     (a)  At all meetings of the Board of Directors, each Director present shall
have  one (1) vote, irrespective of the number of shares of stock, if any, which
he  may  hold.

     (b)  Except  as  otherwise  provided  by  statute,  by  the  Certificate of
Incorporation,  or  by  these  Bylaws, the action of a majority of the Directors
present  at  any  meeting  at  which a quorum is present shall be the act of the
Board  of Directors.  Any action authorized, in writing, by all of the Directors
entitled  to vote thereon and filed with the Minutes of the Corporation shall be
the  act of the Board of Directors with the same force and effect as if the same
had  been  passed  by  unanimous  vote  at  a  duly called meeting of the Board.

Section  12  -  Action  by  Unanimous  Written  Consent  of  Directors
----------------------------------------------------------------------

     Any  action required or permitted to be taken by the Board of Directors may
be  taken  without  a  meeting if all members of the Board shall individually or
collectively  consent  in  writing  to  such  action.  Such  written  consent or
consents  shall  be  filed with the minutes of the proceedings of the board, and
such  action  by  written  consent  shall  have  the  same force and effect as a
unanimous  vote  of  such  Directors.  Any  certificate  or other document which
relates  to  action  so taken shall state that the action was taken by unanimous
written  consent  of  the  Board  of Directors without a meeting, and that these
Bylaws  authorize  the  Directors  to  so  act.

<PAGE>

Section  13  -  Order  of  Business
-----------------------------------

     The  regular order of business at meetings of the Board of Directors may be
as  follows:

     1.   Roll  call  of  Directors.

     2.   Approval  of  agenda.

     3.   Approval  of the Minutes of the prior Director's meeting and action on
          any  recommendations  of  any  standing  committee.

     4.   Report  of the Treasurer on financial condition of the Corporation and
          financial  operating  results  since  the  last  meeting.

     5.   Report  by  the  President  on  operating  results.

     6.   General  counsel  report.

     7.   Other  items  requiring Board action, including any committee reports.

     8.   Reports by selected members of management as requested by the Chairman
          of  the  Board.

     9.   Special  report on operating or financial date requested by Directors.

     10.  Old  business.

     11.  New  business.

     12.  Open  discussion.

     13.  Adjournment.

Section  14  -  Telephonic  Meetings
------------------------------------

     Nothing  herein  contained shall prevent or render void any action taken by
the  Board  of  Directors  through the use of telephones, telegraphs, computers,
word  processing  machines or other electronic devices so long as such action is
otherwise  consistent  with  these  Bylaws.

Section  15  -  Vacancies
-------------------------

     When  any  vacancy  occurs  among  the  Directors  by  death,  resignation,
disqualification  or  other  cause,  including  an  increase  in  the  number of
directors,  the  Stockholders,  at  any  regular  or  special meeting, or at any
adjourned  meeting  thereof, or the remaining Directors, by the affirmative vote
of  a majority thereof, shall elect a successor to hold office for the unexpired
portion  of  the  term  of the Director whose place shall have become vacant and
until  his  successor  shall  have  been  elected  and  shall  qualify.

<PAGE>

Section  16  -  Resignation
---------------------------

     Any  Director  may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation, or other action
clearly evidencing such resignation.  Unless otherwise specified in such written
notice,  such resignation shall take effect upon receipt thereof by the Board of
Directors  or  such officer, and the acceptance of such resignation shall not be
necessary  to  make  it  effective.

Section  17  -  Removal
-----------------------

     Any  Director  may  be  removed  with  or  without cause at any time by the
affirmative  vote  of Stockholders holding of record in the aggregate at least a
majority  of  the  outstanding shares of the Corporation at a special meeting of
the Stockholders called for that purpose, and may be removed for cause by action
of  the  Board.

Section  18  -  Contracts
-------------------------

     (a)  No  contract  or  other  transaction  between this Corporation and any
other  Corporation  shall  be  impaired,  affected or invalidated, nor shall any
Director  be liable in any way by reason of the fact that any one or more of the
Directors  of  this  Corporation  is  or  are interested in, or is a director or
officer,  or  are  directors or officers of such other Corporation provided that
such  facts  are  disclosed  or  made  known  to  the  Board  of  Directors.

     (b)  Any Director, personally and individually, may be a party to or may be
interested  in  any contract or transaction of this Corporation, and no Director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that  the Board of Directors shall authorize, approve or ratify such contract or
transaction  by  the  vote  (not  counting  the  vote of any such Director) of a
majority  of  a quorum, notwithstanding the presence of any such Director at the
meeting  at  which  such  action  is  taken.  Such  Director or Directors may be
counted  in  determining the presence of a quorum at such meeting.  This Section
shall not be construed to impair or invalidate or in any way affect any contract
or  other  transaction  which  would  otherwise  be valid under the law (common,
statutory  or  otherwise)  applicable  thereto.

     (c)  No  agreement,  contract,  franchise,  lease or obligation (other than
checks  in  payment  of  indebtedness  incurred  by  authority  of  the Board of
Directors)  involving  the payment of monies or the credit of the Corporation in
excess  of  that  level  established  by  the  Board of Directors, shall be made
without  the  authority of the Board of Directors duly constituted and acting as
such.

     (d)  Unless otherwise ordered by the Board of Directors, all agreements and
contracts  shall  be  signed  by the President, Secretary or the Chairman of the
Board  of  Directors  in  the  name  and  on  behalf  of the Corporation, and if
required,  shall  have  the  corporate  seal  thereto  attached.

<PAGE>

     (e)  No  note,  draft,  acceptance,  endorsement  or  other  evidence  of
indebtedness  shall be valid as or against the Corporation unless the same shall
be  signed  by  the  President  and  attested  by  the Secretary or an Assistant
Secretary,  or  signed  by  the  Treasurer  or  an  Assistant  Treasurer,  and
countersigned by the President, or Secretary, or by the Chairman of the Board of
Directors  and  attested by the Secretary or Assistant Secretary except that the
Treasurer  or an Assistant Treasurer may, without countersignature, sign payroll
checks and make endorsements for deposit to the credit of the Corporation in all
its  duly  authorized depositaries.  No check or order for money shall be signed
in  blank  by  more  than  one  officer  of  the  Corporation.

     (f)  No  loan  or  advance of money shall be made by the Corporation to any
Stockholder,  Director  or  Officer therein, unless the Board of Directors shall
otherwise  authorize.

Section  19  -  Encumbering  or  Conveying  Corporate  Property
---------------------------------------------------------------

     The  Directors shall power to authorize and cause to be executed, mortgages
and  liens  without  limit  as to amount upon the property and franchise of this
Corporation, and pursuant to the affirmative vote, either in person or by proxy,
of  the  holders  of a majority of the capital stock issued and outstanding; the
Directors shall have authority to dispose in any manner of the whole property of
this  Corporation.

Section  20  -  Committees
--------------------------

     The  Board  of  Directors  may,  by resolution adopted by a majority of the
whole  Board,  designate  one  (1)  or  more standing committees of the Board of
Directors.  Each  committee  shall  consist of a Chairperson and another member.
All  actions  of  the  committees  shall  nevertheless  require  full  Board  of
Directors'  action at the next succeeding meeting of the full Board of Directors
unless  specifically  provided  for  to  the  contrary  or  as  required by law.

Section  21  -  Salaries
------------------------

     The  Directors  may be paid their expenses of attendance of each meeting of
the  Board  of  Directors  and at any standing committee meeting of the Board of
Director,  and  shall  be paid a fixed sum for attendance at each meeting of the
Board  of  Directors and each standing committee of the Board of Directors and a
stated  retainer  as Director.  No such payment shall preclude any Director from
serving  the  Corporation  in  any  other  capacity  and  receiving compensation
therefor.  Members  of  special  or  standing  committees  may  be  allowed like
reimbursement  and  compensation for attending committee meetings.  Compensation
shall  not  be  paid  to  members  of  ad  hoc  committees.

ARTICLE  IV  -  OFFICERS
------------------------

Section  1  -  Number
---------------------

     The  Officers  of  the  Corporation may consist of a Chairman of the Board,
Chief  Executive  Officer,  President,  a Secretary, a Treasurer, and such other
Officers  as  the  Board of Directors may from time to time deem advisable.  Any
two  (2)  or  more  offices  may  be  held  by  the  same  person.

<PAGE>

Section  2  -  Election
-----------------------

     The  Board  of  Directors  at its first meeting after the annual meeting of
Stockholders,  may  elect  a  Chairman  of  the  board, Chief Executive Officer,
President,  a  Secretary  and  a Treasurer, to hold office for one (1) year next
coming,  and  until  their  successors  are  elected  and  qualify.

     The  Board  of Directors may from time to time, by resolution, appoint Vice
Presidents  and  additional  Assistant  Secretaries,  Assistant  Treasurers  and
Transfer  Agents  of  the  Corporation as it may deem advisable; prescribe their
duties  and  fix  their  compensation,  and all such appointed officers shall be
subject  to  removal at anytime by the Board of Directors.  All officers, agents
and  factors of the Corporation shall be chosen and appointed in such manner and
shall  hold  their  offices  for  such  terms  as  the Board of Directors may by
resolution  prescribe.

Section  3  -  Term  of  Office
-------------------------------

     Each  Officer  shall  hold  office until the annual meeting of the Board of
Directors  next succeeding his election, and until his successor shall have been
elected  and  qualified,  or  until  his  death,  resignation  or  removal.

Section  4  -  Resignation
--------------------------

     Any  Officer  may  resign  at  any  time  by  giving written notice of such
resignation  to  the Board of Directors, or to the President or the Secretary of
the  Corporation.  Unless  otherwise  specified  in  such  written  notice, such
resignation  shall take effect upon receipt thereof by the Board of Directors or
by  such  officer, and the acceptance of such resignation shall not be necessary
to  make  it  effective.

Section  5  -  Removal
----------------------

     Any  officer  may be removed, either with or without cause, and a successor
elected  by  a  majority  vote  of  the  Board  of  Directors  at  any  time.

Section  6  -  Vacancies
------------------------

     A  vacancy in any office by reason of death, resignation, inability to act,
disqualification,  or  any  other  cause,  may  at  any  time  be filled for the
unexpired  portion  of  the  term  by a majority vote of the Board of Directors.

Section  7  -  Duties  of  Officers
-----------------------------------

     Officers  of  the Corporation shall, unless otherwise provided by the Board
of  Directors,  each  have  such powers and duties as generally pertain to their
respective  offices  as  well  as  such powers and duties as may be set forth in
these  Bylaws,  or may from time to time be specifically conferred or imposed by
the  Board  of  Directors.

<PAGE>

Section  8  -  Chairman  of  the  Board
---------------------------------------

     The  Chairman of the Board of Directors shall be responsible for scheduling
all Board of Directors meetings, annual Stockholder meetings, Board of Directors
retreats  and  other  activities pertaining to the Board of Directors.  He shall
also  insure  that  meeting agendas cover all matters of importance to the Board
and  be  responsible for making all arrangements for meetings, to include proper
notice  as  provided  for  herein.  The Chairman of the Board of Directors shall
also  insure  that  the  agenda  of  meetings is followed and be responsible for
communication  between  the Board of Directors and management, during the period
between  meetings  of  the Board. The Chairman shall also serve a member of each
committee  of  the  Board  of  Directors  and  attend such committee meetings in
addition to monitoring the performance of the Board of Directors as a collective
body  and  as  individual members and shall further be responsible for strategic
and financial planning and shall otherwise insure the setting and maintaining of
policies  and  procedures  adopted  by  the  Board  of  Directors.

Section  9  -  The  President  and/or  Chief  Executive  Officer
----------------------------------------------------------------

     The  President/Chief  Executive  Officer  of the Corporation shall have the
supervision and, subject to the control of the Board of Directors, the direction
of  the  Corporation's  affairs,  with full power to execute all resolutions and
orders  of the Board of Directors not especially entrusted to some other officer
of  the  Corporation.  He  shall  sign  the  Certificates of Stock issued by the
Corporation,  shall  conduct  meetings in the absence of the Chairman, and shall
perform  such  other  duties  as  shall be prescribed by the Board of Directors.

     Unless  otherwise  ordered  by  the Board of Directors, the Chief Executive
Officer  shall  have  full  power and authority on behalf of the Corporation, to
attend  and  to  act  and  to  vote  at  any meetings of the Stockholders of any
Corporation  in  which the Corporation may hold stock, and at any such meetings,
shall  possess  and  may  exercise any and all rights and powers incident to the
ownership  of  such  stock,  and which as the new owner thereof, the Corporation
might  have  possessed and exercised if present.  The Board of Directors may, by
resolution,  from  time  to time, confer like powers on any person or persons in
place  of  the  Chief  Executive  Officer  to  represent the Corporation for the
purposes  in  this  Section  mentioned.

Section  10  -  The  Treasurer
------------------------------

     The  Treasurer  shall  have  the  custody  of  all  the  funds  and
securities  of  the  Corporation.  When necessary or proper, he shall endorse on
behalf  of the Corporation for collection, checks, notes, and other obligations;
he  shall  deposit  all  monies to the credit of the Corporation in such bank or
banks or other depositary as the Board of Directors may designate; he shall sign
all  receipts and vouchers for payments made by the Corporation except as herein
otherwise  provided;  he  shall  jointly  with  such  other  officer as shall be
designated  by  those Bylaws, sign all checks made by the Corporation, and shall
pay  out  and dispose of the same under the direction of the Board of Directors.
He  shall  sign with the President all bills of exchange and promissory notes of
the  Corporation;  he shall also have the care and custody of the stocks, bonds,
certificates,  vouchers,  evidences  of debt securities, and such other property
belonging to the Corporation as the Board of Directors shall designate; he shall
sign  all papers required by law or these Bylaws or the Board of Directors to be
signed  by the Treasurer.  Whenever required by the Board of Directors, he shall
perform all acts incident to the position of Treasurer subject to the control of
the  Board  of  Directors.

<PAGE>

     The  Treasurer  shall,  if required by the Board of Directors, give bond to
the  Corporation  conditioned  for  the  faithful  performance all his duties as
Treasurer  in such sum, and with such security shall be approved by the Board of
Directors,  and  the  expense  of  such  bond  to  be  borne by the Corporation.

Section  11  -  The  Secretary
------------------------------

     The  Secretary  shall  keep  the  Minutes  of  all meetings of the Board of
Directors  and  the  Minutes  of  all  meetings  of  the Stockholders and of the
Executive  Committee  in  books  provided  for that purpose. The Secretary shall
attend  to  the giving and serving of all notices of the Corporation; he/she may
sign with the President or a Vice President, in the name of the Corporation, all
contracts  authorized  by  the  Board  of  Directors or Executive Committee; the
Secretary  shall  affix  the  corporate seal of the Corporation to any documents
when  so  authorized  by  the  Board  of  Directors  or  Executive  Committee;
he/she  shall  affix the corporate seal to all certificates of stock duly issued
by  the  Corporation;  he/she  shall have charge of the Stock Certificate Books,
Transfer  Books  and Stock Ledgers, and such other books and papers as the Board
of  Directors  or  the Executive Committee may direct, all of which shall at all
reasonable  times be open to the examination of any Director(s) upon application
at  the  office  of  the Corporation during business hours, and he/she shall, in
general,  perform  all  the  duties  incident  to  the  office of the Secretary.

Section  12  -  The  Other  Officers
------------------------------------

     The  Board  of  Directors  may  appoint  other officers who shall have such
powers  and perform such duties as may be prescribed for him/her by the Board of
Directors.

ARTICLE  V  -  SHARES  OF  STOCK
--------------------------------

Section  1  -  Certificates  of  Stock
--------------------------------------

     Ownership of stock in the Corporation shall be evidenced by certificates of
stock  in such forms as shall be prescribed by the Board of Directors, and shall
be under the seal of the Corporation and signed by the President and also by the
Secretary  or  by  an  Assistant  Secretary.

     All  certificates  shall  be consecutively numbered; the name of the person
owning  the  shares  represented  thereby with the number of such shares and the
date  of  issue  shall  be  entered  on  the  Corporation's  books.

     No  certificate  shall be valid unless it is signed by the President and by
the  Secretary  or  Assistant  Secretary.

     All  certificates  surrendered  to the Corporation shall be canceled and no
new certificate shall be issued until the former certificate for the same number
of  shares  shall  have  been  surrendered  or  canceled.

<PAGE>

Section  2  -  Issuance
-----------------------

     The  capital stock of the Corporation shall be issued in such manner and at
such  times  and  upon  such  conditions  as shall be prescribed by the Board of
Directors.

Section  3  -  Lost  or  Destroyed  Certificates
------------------------------------------------

     Any  person  or  persons applying for a certificate of stock in lieu of one
alleged  to  have been lost or destroyed, shall make affidavit or affirmation of
the  fact,  and  shall deposit with the Corporation an affidavit.  Whereupon, at
the  end  of  six  (6)  months after the deposit of said affidavit and upon such
person  or persons giving Bond of Indemnity to the Corporation with surety to be
approved  by  the  Board  of  Directors in double the current value of the stock
against  any damage, loss, or inconvenience to the Corporation, which may or can
arise  in  consequence of a new or duplicate certificate being issued in lieu of
the  one  lost or missing, the Board of Directors may cause to be issued to such
person  or  persons a new certificate, or a duplicate of the certificate so lost
or  destroyed.  The  Board of Directors, may, in its discretion, refuse to issue
such  new  or  duplicate  certificate  save  upon the order of some court having
jurisdiction  in  such  matter, anything herein to the contrary notwithstanding.

Section  4  -  Transfer  of  Shares
-----------------------------------

     No  transfer  of  stock shall be valid as against the Corporation except on
surrender  and  cancellation  of  the  certificate  therefor,  accompanied by an
assignment  or  transfer  by  the owner therefor, made either in person or under
assignment,  a  new  certificate  shall  be  issued  therefor.

     Whenever  any  transfer  shall be expressed as made for collateral security
and not absolutely, the same shall be so expressed in the entry of said transfer
on  the  books  of  the  Corporation.

Section  5  -  Record  Date
---------------------------

     In  lieu  of  closing  the  share  records of the Corporation, the Board of
Directors  may  fix,  in advance, a date not exceeding sixty (60) days, nor less
than  ten  (10)  days,  as the record date for the determination of Stockholders
entitled to receive notice of, or to vote at, any meeting of Stockholders, or to
consent  to  any  proposal  without a meeting, or for the purpose of determining
Stockholders  entitled  to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action.  If no record date is fixed, the
record  date  for  the determination of Stockholders entitled to notice of or to
vote  at  a meeting of Stockholders shall be at the close of business on the day
next  preceding the day on which notice is given, or, if no notice is given, the
day  on  which the meeting is held; the record date for determining Stockholders
for  any other purpose shall be at the close of business on the day on which the
resolution  of  the Directors relating thereto is adopted.  When a determination
of  Stockholders  of  record  entitled to notice of or to vote at any meeting of
Stockholders  has  been  made  as  provided for herein, such determination shall
apply to any adjournment thereof, unless the Directors fix a new record date for
the  adjourned  meeting.

<PAGE>

ARTICLE  VI  -  DIVIDENDS
-------------------------

     The  Board  of  Directors  shall  have  power to reserve over and above the
capital stock paid in, such an amount in its discretion as it may deem advisable
to fix as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the Corporation in excess of the amounts so reserved, and
pay  the  same to the Stockholders of the Corporation, and may also, if it deems
the same advisable, declare stock dividends of the unissued capital stock of the
Corporation.

ARTICLE  VII  -  AMENDMENTS
---------------------------

Section  1  -  By  Stockholders
-------------------------------

     Amendments  and  changes  of  these  Bylaws  may be made by a vote of, or a
consent  in  writing  signed  individually  or  collectively  by  the holders of
fifty-one  percent  (51%)  of  the  issued  and  outstanding  capital  stock.

Section  2  -  By  Directors
----------------------------

     Amendments  and  changes  of  these  Bylaws  may  be made at any regular or
special  meeting of the Board of Directors by a vote of not less than all of the
entire  Board,  or  may  be  made by a consent in writing signed individually or
collectively  by  the  not  less  than  all  of  the  entire  Board.

ARTICLE  VIII  -  CORPORATE  SEAL
---------------------------------

     The  Corporation  shall  have a corporate seal, the design thereof being as
follows:

ARTICLE  IX  -  INDEMNIFICATION
-------------------------------

     Every  person  who was or is a party or is threatened to be made a party to
or  is  involved  in  any  action,  suit or proceeding, whether civil, criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom  he  is  the  legal  representative  is or was a director or officer of the
Corporation  or  is  or was serving at the request of the Corporation or for its
benefit  as  a  director  or  officer  of  another  corporation,  or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability  and  loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  therewith.  Such  right  of  indemnification shall be a contract
right which may be enforced in any manner desired by such person.  Such right of
indemnification  shall not be exclusive of any other right which such directors,
officers  or representatives may have or hereafter acquire and, without limiting
the  generality  of  such  statement, they shall be entitled to their respective
rights  of  indemnification  under  any by-law, agreement, vote of Stockholders,
provision  of  law  or  otherwise,  as  well as their rights under this Article.

     The  Board  of Directors may cause the Corporation to purchase and maintain
insurance  on  behalf  of  any person who is or was a director or officer of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director  or  officer  of  another  corporation,  or  as its representative in a
partnership,  joint  venture,  trust  or  other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such  status,  whether  or not the Corporation would have the power to indemnify
such  person.

<PAGE>

     The  indemnification  provisions  above  provided shall include, but not be
limited  to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or  settlement  of  any  action or suit if such party to be indemnified acted in
good  faith  and  in a manner reasonably believed to be in or not opposed to the
best  interests  of  the  Corporation.  Indemnification  may not be made for any
claim,  issue  or  matter  as  to  which  the person claiming indemnity has been
adjudged  by  a court of competent jurisdiction, after exhaustion of all appeals
therefrom  to  be liable to the Corporation or for amounts paid in settlement to
the Corporation unless and only to the extent that the court in which the action
or  suit  was  brought  or other court of competent jurisdiction determined upon
application  that  the person is fairly and reasonably entitled to indemnity for
such  expenses  as  the  court  deems  proper.

ARTICLE  X  -  GENERAL  PROVISIONS
----------------------------------

Section  1  -  Depositories
---------------------------

     All  monies  of  the Corporation shall be deposited when as received by the
Treasurer  in such bank or banks or other depositary as may from time to time be
designated  by  the  Board  of Directors, and such deposits shall be made in the
name  of  the  Corporation.

Section  2  -  Other  Securities
--------------------------------

     The  Corporation may take, acquire, hold, mortgage, sell, or otherwise deal
in  stocks  or  bonds or securities of any other corporation, if and as often as
the  Board  of  Directors.

<PAGE>


Exhibit 23.1(b)

CONSENT  OF  SWEENEY  GATES  &  CO.


[Letterhead  of  Sweeney  Gates  &  Co.]


Consent  of  Independent  Certified  Public  Accountant

We  consent  to the incorporation by reference in the Registration Statements on
Form  S-8  (No.  333-62240)  of Jaguar Investments, Inc. and Subsidiaries of our
report dated May 8, 2003, which appears in this annual report on Form 10-KSB for
the  year  ended  May  31,  2002.

/s/  Sweeney  Gates  &  Co.
---------------------------
Sweeney  Gates  &  Co.
Fort  Lauderdale,  FL

September 12, 2003

<PAGE>

Exhibit 23.1(c)

CONSENT  OF  SHERB  &  CO.,  LLP


[Letterhead  of  Sherb  &  Co.,  LLP]


Consent  of  Independent  Certified  Public  Accountant

We  consent  to the incorporation by reference in the Registration Statements on
Form  S-8  (No.  333-62240)  of Jaguar Investments, Inc. and Subsidiaries of our
report  dated  September  12,  2003, which appears in this annual report on Form
10-KSB  for  the  year  ended  May  31,  2003.

/s/  Sherb  &  Co.,  LLP
------------------------
Sherb  &  Co.,  LLP
New  York,  NY

September  12,  2003

<PAGE>

Exhibit  31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Richard  Hersh,  Chairman,  Chief Executive Officer and Chief Financial
Officer  of  Power2Ship,  Inc.  hereby  certify  that:

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

2.     Based  on  my  knowledge,  this Annual 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 Annual
Report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  Annual  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 Annual Report;

4.     I am responsible for establishing and maintaining disclosure controls and
procedures  (as  defined  in Exchange Act Rules 13a-15(e) for the Registrant and
have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  my
          supervision,  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  Annual  Report  is  being  prepared;

     (b)  evaluated  the  effectiveness  of the Registrant's disclosure controls
          and  procedures  and procedures and presented in this Annual Report my
          conclusions  about  the  effectiveness  of the disclosure controls and
          procedures,  as of the end of the period covered by this Annual Report
          based  on  such  evaluation;  and

     (c)  disclosed  in  this  Annual  Report  any  change  in  the Registrant'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 Registrant's internal
          control  over  financial  reporting;  and

5.     I  have disclosed, based on my most recent evaluation of internal control
over  financial  reporting,  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 and material weaknesses in the design or
          operation  of  internal  controls  over  financial reporting which are
          reasonably  likely  to  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

<PAGE>

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

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

<PAGE>

Exhibit 32.1

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

     In  connection  with  the  accompanying  Annual  Report  on  Form 10-KSB of
Power2Ship,  Inc. for the period ended May 31, 2003, I, Richard Hersh, Chairman,
Chief  Executive  Officer, and Chief Financial Officer, hereby certify, 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  Annual  Report  on  Form 10-KSB for the year ended May 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 Annual Report on Form 10-KSB for the
          year  ended  May  31, 2003, fairly presents, in all material respects,
          the  financial condition and results of operations of Power2Ship, Inc.

                                           POWER2SHIP,  INC.


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

<PAGE>


</TEXT>
</DOCUMENT>