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<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.


            February 27, 2004                                     0-25753
-----------------------------------------------           ----------------------
Date of Report (Date of earliest event reported)          Commission File Number


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


           Nevada                                      87-0449667
---------------------------------        ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
of incorporation or organization)


                903 Clint Moore Road, Boca Raton, Florida 33487
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)


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


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM  5.  OTHER  EVENTS  AND  REQUIRED  FD  DISCLOSURE.

                   Initial Phase of Private Funding Completed

Power2Ship,  Inc.  (PWRI.OB)  disclosed that on March 10, 2004, it completed the
initial  phase  of  a  private financing of secured convertible debentures.  The
Company  received  proceeds  of  approximately  $870,000, net of commissions and
expenses.  The debentures were sold to 15 accredited investors.  $190,000 of the
proceeds was used to repay short-term promissory notes, approximately $80,000 or
six  months  of  interest  on  the debentures was set aside and the remainder is
intended  to  be  used  to  fund additional marketing activities and for general
working  capital  purposes.


ITEM  6.  CHANGE  IN  FISCAL  YEAR.

                             Fiscal Year End Change

On  February  27,  2004, the Company's board of directors authorized a change in
the  Company's  fiscal  year from May 31 to June 30.   The change is intended to
align  the  Company's  quarterly  reporting  obligations with calendar quarters,
resulting in a more traditional reporting pattern and thereby reducing potential
confusion  in  the  marketplace.  This  one-month  change  does  not require the
Company to file a transition period report.  The Company's next quarterly report
on  Form  10-QSB for the quarter ending March 31, 2004 will be due May 15, 2004.
The annual report on Form 10-KSB for the fiscal year ending June 30, 2004, which
will  include  comparative financial results for the prior fiscal year ended May
31,  2003,  will  be  due  September  30,  2004.


ITEM  7.  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL STATEMENTS AND EXHIBITS.

(a)     Financial  Statements.

        None

(b)     Pro  Forma  Financial  Information.

        None

(c)     Exhibits.

        None


<PAGE>


                                   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.


Dated:  March  12,  2004               POWER2SHIP,  INC.


                                       By:     /s/  Richard  Hersh
                                               -------------------------
                                               Richard  Hersh
                                               Chief  Executive  Officer


<PAGE>


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