SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DARDEN MICHAEL J

(Last)

(First)

(Middle)

903 CLINT MOORE ROAD

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POWER2SHIP INC [ PWRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTIONS	$0.38						03/11/2003⁽⁴⁾	06/17/2005	COMMON STOCK	66,208⁽¹⁾		66,208⁽¹⁾	D
STOCK OPTIONS	$0.38						06/17/2003	06/17/2006	COMMON STOCK	66,208⁽¹⁾		66,208⁽¹⁾	D
STOCK OPTIONS	$0.38						03/11/2003⁽⁵⁾	01/01/2006	COMMON STOCK	662,083⁽²⁾		662,083⁽²⁾	D
STOCK OPTIONS	$0.38						01/01/2004	01/01/2007	COMMON STOCK	794,500⁽³⁾		794,500⁽³⁾	D
STOCK OPTIONS	$1.01			3			04/15/2003	04/15/2007	COMMON STOCK	150,000		150,000	D
STOCK OPTIONS	$1.01			3			04/15/2005	04/15/2008	COMMON STOCK	150,000		150,000	D

Explanation of Responses:

1. AMENDS FIGURE OF 66,516 PREVIOUSLY REPORTED ON FORM 3

2. AMENDS FIGURE OF 665,163 PREVIOUSLY REPORTED ON FORM 3

3. AMENDS FIGURE OF 798,195 PREVIOUSLY REPORTED ON FORM 3

4. AMENDS DATE OF 6/17/2002 PREVIUSLY REPORTED ON FORM 3 RELATED TO OPTIONS OF FREIGHT RATE, INC. THAT SUBSEQUENTLY WERE REPLACED WITH OPTIONS OF ISSUER ON 3/11/03

5. AMENDS DATE OF 1/1/2003 PREVIOUSLY REPORTED ON FORM 3 RELATED TO OPTIONS OF FREIGHT RATE, INC. THAT SUBSEQUENTLY WERE REPLACED WITH OPTIONS OF ISSUER ON 3/11/2003.

	LOUIS FISCHLER (POWER OF ATTORNEY)	09/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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