TAUTACHROME INC. - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 - TAUTACHROME INC.	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - TAUTACHROME INC.	ex32_1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO _____________.

Commission file number: 000-28015

ROADSHIPS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-5034780
(State or other Jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1451 West Cypress Creek Road, Suite 300, Fort Lauderdale, FL 33309

(Address of principal executive offices)

(954) 302-8652

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares of the registrant’s common stock outstanding as of May 17, 2010, was 172,633,430.

ROADSHIPS HOLDINGS, INC.

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements	3

Item 2- Management’s Discussion And Analysis Of Financial Condition And Results Of Operations or Plan of Operations	9

Item 3 - Quantitive And Qualitative Disclosures About Market Risk	10

Item 4 – Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings	11

Item 1A – Risk Factors	11

Item 2 – Unregistered Sale of Equity Securities	11

Item 3 – Defaults Upon Senior Securities	11

Item 4 - Submission Of Matters To A Vote Of Security Holders	11

Item 5 – Other Information	11

Item 6 - Exhibits	11

Signatures	12

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

BALANCE SHEETS

	Mar 31, 2010 (Unaudited)			Dec 31, 2009 (Audited)

ASSETS

Cash and equivalents	$	-		$	59
Total current assets		-			59

Property, plant and equipment, net of accumulated depreciation of $27,724 and $18,640 as of March 31, 2010 and December 31, 2009, respectively		95,387			104,470

TOTAL ASSETS	$	95,387		$	104,529

LIABILITIES

Notes and interest payable	$	4,662		$	13,000
Total current liabilities		4,662			13,000

TOTAL LIABILITIES		4,662			13,000

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value. 1 billion shares authorized. 172,633,430 outstanding at March 31, 2010 and December 31, 2009		172,633			172,633
Additional paid in capital		2,246,454			2,216,772
Development stage deficit		(2,328,362	)		(2,297,876	)

Total stockholders' equity		90,725			91,529

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	95,387		$	104,529

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

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Three Months Ended 03/31/10 (Unaudited)			Three Months Ended 03/31/09 (Unaudited)			Inception (9/26/08) to 03/31/09 (Unaudited)


EXPENSES
General and administrative	$	20,425		$	15,805		$	2,298,741
Depreciation		9,084			-			27,724
Total operating expenses		29,509			15,805			2,326,465

OTHER INCOME AND EXPENSES
Interest expense		275			-			329
Total other		275						329

Foreign exchange (gains) / losses		702			-			1,568

Net loss	$	(30,486	)	$	(15,805	)	$	(2,328,362	)


Net loss per common shares - basic and diluted	$	-		$	-
Weighted average common shares outstanding - basic and diluted		172,633,430			53,750,000

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

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

STATEMENT OF SHAREHOLDERS’ EQUITY / (DEFICIT)

		Common Stock
	Date	Shares		Amount		Additional Paid In Capital			Deficit Accumulated During the Development Stage			Total Stockholder's Equity / (Deficit)

Inception – Issuance of founders shares September 26, 2008	09/26/08		53,750,000	$	53,750	$	(53,750	)	$	-		$	-

Net loss 9/26/08 to 12/31/08										(220	)		(220	)

Balances, 12/31/08			53,750,000		53,750		(53,750	)		(220	)		(220	)

Shareholder forgiveness of debt							1,980						1,980
Shares issued to acquire Roadships Acquisitions Pty, Ltd (Australia)	05/30/09		10,000		10		(10	)					-
Stock dividend to existing shareholders	06/15/09		106,197,430		106,197		(106,197	)					-
Shares issued to acquire Endeavour Logistics Pty, Ltd.	06/22/09		500		1		108,073						108,074
Shares issued to President for services	10/01/09		5,000,000		5,000		845,000						850,000
Shares issued for services	11/19/09		7,675,500		7,676		1,296,078						1,303,752
Reduction of notes payable by related party							2,926						2,926
Contribution of equipment by related party							7,427						7,427
Payment of expenses by shareholders							115,246						115,246
													-
Net loss, year ended 12/31/09										(2,297,656	)		(2,297,656	)

Balance, 12/31/09			172,633,430		172,633		2,216,772			(2,297,876	)		91,529

Payment of expenses by shareholders							28,095						28,095
Reduction of notes payable by related party							1,587						1,587
Net loss, three months ended 03/31/10										(30,486	)		(30,486	)
Balance, 03/31/10			172,633,430	$	172,633	$	2,246,454		$	(2,328,362	)	$	90,725

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

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended 03/31/10 (Unaudited)			Three Months Ended 03/31/09 (Unaudited)			Inception (9/26/08) to 03/31/10 (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(30,486	)	$	(15,805	)	$	(2,328,362	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		9,084			-			27,724
Non-cash compensation		-			-			2,153,750

Changes in operating assets and liabilities:
Interest payable		(54	)		-			-

Net cash used in operating activities		(21,456	)		(15,805	)		(146,888	)

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by / (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable		-			-			7,400
Principal payments on notes payable		(7,400	)		-			(7,400	)
Payment of expenses by related parties		28,095			14,302			145,320

Net cash provided by financing activities		20,695			14,302			145,320

Effect of foreign exchange transactions		702						1,568

Net increase / (decrease) in cash and cash equivalents		(59	)		(1,503	)		-
Cash and cash equivalents, beginning of period		59			1,760			-
Cash and cash equivalents, end of period		-			257			-

SUPPLEMENTARY INFORMATION
Cash paid for interest	$	329		$	329		$	-
Cash paid for income taxes		-			-

SUPPLEMENTAL DISCLOSURES ON NON-CASH FINANCING TRANSACTIONS:
Acquisition of Endeavor Logistics Pty Ltd. for stock	$	-		$	-		$	108,074
Forgiveness of shareholder loan	$	-		$	-		$	1,980
Payments on leased assets	$	1,785		$	-		$	1,785

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

ROADSHIPS HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2010

Note 1 – Organization and Nature of Business

Information Regarding “Forward Looking” Statements

This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described below and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

History

Roadships Holdings, Inc (“Roadships”, “The Company”, “we’ or “us”) was formed in Delaware on June 5, 2006 as Caddystats, Inc.

Reverse Merger and 5:1 Forward Split

On March 3, 2009, the owners of Roadships Holdings, Inc., a Florida Corporation (“Roadships Florida”), and Roadships America, Inc., also a Florida Corporation (“Roadships Am”), both privately held companies, exchanged all of their outstanding shares of common stock in the companies for 16,025,000 shares of common stock of Caddystats, Inc. (“Caddystats”), a public company, representing approximately 100% of the outstanding common shares of the Company. Upon the exchange transaction (the “Transaction”), Caddystats changed its name to Roadships Holdings, Inc. and increased the number of authorized common stock to 1,000,000,000 shares As a result of the transaction, Roadships Florida and Roadships Am (the “Companies”) are now wholly-owned subsidiaries of Caddystats. In essence, Roadships and Roadships Am merged into a public shell company with no or nominal remaining operations; and no or nominal assets and liabilities.

In accordance with Financial Accounting guidance related to Business Combinations (“Topic 805”), the Companies are considered the accounting acquirer in the exchange transaction. Because the Companies owners as a group retained or received the larger portion of the voting rights in the combined entity and the Companies senior management represents a majority of the senior management of the combined entity, the Companies are considered the acquirer for accounting purposes and will account for the transaction as a reverse acquisition. The acquisition will be accounted for as a recapitalization, since at the time of the transaction, Caddystats was a company with no or nominal operations, assets and liabilities. Consequently, the assets and liabilities and the historical operations that will be reflected in future consolidated financial statements will be those of the Companies and will be recorded at its historical cost basis. The financial statements have been prepared as if Roadships and Roadships Am had always been the reporting company and, on the share transaction date, changed its name and reorganized its capital stock.

On February 25, 2009, the board of directors approved a 5:1 Forward Split of the corporation’s common stock. All information in this Form 10-Q has been adjusted to reflect the forward split as if it took place as of the earliest period reported.

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

Roadships is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the United States and Australia.

We have acquired several domestic and foreign subsidiaries to facilitate our entry into these markets.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets in North America. Roadships America, Inc, was established to develop and accommodate organic growth within the North America markets.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Condensed Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2010. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2009, as reported in Form 10-K filed with the SEC on May 6, 2010.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia operating in Australia. We do not currently have any funds denominated in Australian Dollars on deposit in any Australian banks. However, we intend to put operating funds into those companies before the end of 2010.

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2010 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In May 2008, the FASB issued a new accounting standard relating to the hierarchy of Generally Accepted Accounting Principles. This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States (the GAAP hierarchy). This standard becomes effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (“PCAOB”) amendment to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” and is not expected to have a significant impact on our consolidated financial statements.

The Company has adopted a new accounting standard issued by the FASB related to fixed assets and impairments of fixed assets (“Topic 360”). This topic requires us to review for impairment long-lived assets, such as property, plant, equipment, and acquired intangible assets subject to amortization, whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. We assess recoverability of assets to be held and used by comparing their carrying amount to the expected future undiscounted net cash flows they are expected to generate. If an asset or group of assets is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset or group of assets exceeds fair value. We report long-lived assets meeting the criteria to be considered as held-for-sale at the lower of their carrying amount or fair value less anticipated disposal costs.

In May 2009, the FASB issued a new accounting standard relating to subsequent events (“Topic 855”). This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). Topic 855 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The Company has adopted this standard in the current report on Form 10-Q.

Roadships does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Note 3 – Going Concern

As of March 31, 2010, we have not begun our core operations in the short-sea and ground freight industries and have not yet acquired the assets to enter these markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter these markets or, upon doing so, that we will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

Note 4 – Related Party Transactions

For the three months ended March 31, 2010, certain beneficial shareholders paid expenses of $28,095, including payments on leased assets of $1,785. These contributions are included as increases in Additional Paid in Capital.

Note 5 – Capital

At December 31, 2009, we had 172,633,430 common shares issued and outstanding from a total of 1 billion authorized. During the three months ended March 31, 2010, we issued no additional shares.

Note 6 – Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2010 and December 31, 2009 are as follows:

	March 31, 2010 (Unaudited)			December 31, 2009

Office equipment	$	87,836		$	87,836
Equipment		23,362			23,362
Vehicles		11,913			11,913
Total fixed assets at cost		123,111			123,111
Less: accumulated depreciation		(27,724	)		(18,641	)
Net fixed assets	$	95,387		$	104,470

ITEM 2- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATIONS

This report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. “Forward-looking statements” may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words.

Although we believe that the expectations reflected in our “forward-looking statements” are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any “forward-looking statements”, are subject to change and to inherent risks and uncertainties, such as those disclosed in this report. In light of the significant uncertainties inherent in the “forward-looking statements” included in this report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except for its ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any “forward-looking statement”. Accordingly, the reader should not rely on “forward-looking statements”, because they are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those contemplated by the “forward-looking statements”.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements, including the notes to those financial statements, included elsewhere in this report.

Overview

Roadships Holdings, Inc. is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the U.S. and Australia.

We have acquired several domestic and foreign subsidiaries to facilitate our entry into these markets.

On May 25, 2009, we acquired Roadships Acquisitions Pty, Ltd. a corporation formed under the laws of Australia, which we expect to use to identify and act upon synergistic acquisition targets in Australia and the surrounding area.

On June 15, 2009, we acquired Endeavour Logistics Pty. Ltd., to establish to develop and accommodate organic growth within the Australia markets.

Results of Operations

As of March 31, 2010, the Company has not yet begun operations, has minimal assets and no revenues. We have incurred general and administrative costs of $20,425 for the three months ended March 31, 2010, mostly due to public-company compliance costs (September 26, 2008 –inception- to March 31, 2010 general and administrative costs are $2,278,316). We also incurred $9,084 in depreciation charges for the assets in our subsidiary, Endeavour Logistics (September 26, 2008 –inception- to March 31, 2010 general and administrative costs are $2,278,316).

We also incurred $275 of interest costs associated with notes payable.

Liquidity and Capital Resources

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company has virtually no liquid assets. We are currently seeking financing to attain our business goals, but there is no guarantee that we will obtain such financing or, upon obtaining it, that we will be able to invest in productive assets that will result in positive cash flows from operations.

Plan of Operation

Over the next twelve months, we plan to:

·	Obtain financing for the acquisition of Wits Holdings Pty Ltd. Preliminary due diligence suggests that the cash flows from operations of Wits is sufficient to service the interest and principal on the debt used to acquire the Company.

·	Obtain financing to acquire two short sea ships to provide a short sea link between Brisbane, Sydney and Melbourne, Australia.

·	Grow our trailer retrofitting business in our subsidiary, Endeavour Logistics.

ITEM 3 - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses at December 31, 2009 that still exist as of March 31, 2010.

As of March 31, 2010, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

As of March 31, 2010, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2010, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 1A – RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2 – UNREGISTERED SALE OF EQUITY SECURITIES

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 – OTHER INFORMATION

None

ITEM 6 - EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation, as filed June 5, 2007 (included as Exhibit 3.1 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
3.2	Bylaws (included as Exhibit 3.2 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 14, 2010	Roadships Holdings, Inc
	By: /s/ Michael Nugent
	Michael Nugent Chief Executive Officer

	By: /s/ Robert Smith Robert Smith Corporate Secretary

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