<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

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

Date of Report (Date of earliest event reported)    May 23, 2005
                                                    ------------

                                POWER2SHIP, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

        Nevada                    000-25753                87-0449667
-----------------------         --------------            ------------
(State or other jurisdiction    (Commission               (IRS Employer
    of incorporation)            File Number)           Identification No.)

             903 Clint Moore Road, Boca Raton, Florida   33487
           -----------------------------------------   ---------
           (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code      561-998-7557
                                                        ------------

          -----------------------------------------------------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR  230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR  240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b) under the
     Exchange  Act  (17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c) under the
     Exchange  Act  (17  CFR  240.13e-4(c))

<PAGE>

Item 1.01     Entry into a Material Definitive Agreement

     On May 23, 2005 Power2Ship, Inc. the Company entered into an agreement with
Welley Shipping Company (China) Ltd. ("Welley"), the wholly owned subsidiary of
China Ocean Shipping (Group) Company ("COSCO") responsible for logistic and
freight forwarding. Pursuant to the agreement, Welley and Power2Ship have agreed
to provide each other with preferential ocean freight rates, equivalent to or
better than rates offered to each other's most favored shippers, and priority
space on vessels traveling to and from the People's Republic of China ("PRC")
and will endeavor to provide favorable rates and availability on the same basis
on vessels traveling to and from the United States from ports outside the PRC.
In addition, we have agreed to consign to Welley all of our customers' cargo
being exported from the United States to the PRC and to nominate them as the
handling agent for all of our customers' cargo being imported to the PRC. For
any shipment handled by Welley's Beijing Branch pursuant to their contract with
us, they will nominate us as handling agent in the United States.

In consideration for the above arrangements, the parties have agreed to share
the profit from any transaction conducted between Welley and us for shipments
between the PRC and the United States, excluding any transaction where freight
is consigned to us by any party other than Welley on a COSCO vessel or any other
such eventuality. This agreement is subject to being terminated by either party
by providing ninety (90) days written notice to the other party or immediately
if either party is forced into or voluntarily enters into any form of
bankruptcy.

Item 9.01.     Financial Statements and Exhibits

(a)     Financial Statements

        None.

(b)     Exhibits

        10.39  Agreement  Between Power2Ship, Inc.  and  Welley Shipping (China)
               Company,  Limited


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            POWER2SHIP, INC.


                    Date:  June 3, 2005     By:  /s/ Richard Hersh
                                                 -----------------
                                                 Richard Hersh,
                                                 Chief Executive Officer

<PAGE>

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