Attached files
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| EX-10.1 - EXHIBIT 10.1 - TAUTACHROME INC. | ex10_1.htm |
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
Date of
Report (Date of earliest event reported): June 23, 2010
ROADSHIPS HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-141907
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20-5034780
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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525
North Tryon Street, City Center Suite 1600
Charlotte
NC 28202
704-237-3194
www.roadships.us
Registrant’s
telephone number, including area code: 704-237-3194
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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ROADSHIPS
HOLDINGS, INC.
CURRENT
REPORT ON FORM 8-K
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Item
1.01 Entry into a Material Definitive
Agreement
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Item 3.02
Unregistered Sales of Equity Securities
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Item
9.01 Financial Statements and
Exhibits
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Exhibit
– 10.1 Employment Agreement for Voltaire Gomez
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Signatures
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Item
1.01 Entry
into a Material Definitive Agreement
Employment
Agreement with Voltaire Gomez
As of June 23, 2010, the
Registrant entered into an Employment Agreement with Voltaire Gomez (the
“Gomez Agreement”), an individual residing at 141 Orange Ave. #203, Coronado, CA
92118. Pursuant to the Gomez Agreement, the Registrant desires to appoint Mr.
Gomez as Executive Vice President and Director, to retain Mr. Gomez’s services
in an advisory and consulting capacity, and to prevent any other competitive
business from securing his services and utilizing his experience, background,
and expertise.
Pursuant
to the Gomez Agreement, the Company hereby grants Mr. Gomez Warrants for the
purchase of Ten Million (10,000,000) shares of Company's common stock as
compensation for services rendered or to be rendered (equates to $0.0001 per
share), for a period of three years from the date of June 23, 2010. The Warrants
may be exercised in whole or in part, but may only be exercised in lots of
Twenty Five Thousand (25,000) shares. Mr. Gomez shall not have any of the rights
of, nor be treated as, a shareholder with respect to the shares subject to these
warrants until he has exercised the warrant and has become the shareholder of
record of those shares. As of June 23, 2010, no other compensation has been
contemplated. Mr. Gomez’s salary shall be set at the discretion of the Board of
Directors from time to time. The Employment Agreement for Voltaire
Gomez is attached as Exhibit 10.1.
Item 3.02
Unregistered Sales of Equity Securities
Pursuant
to the Gomez Agreement, on June 23, 2010, the Company granted Warrants for the
purchase of Ten Million (10,000,000) shares of the Company’s Common Stock to
Gomez in consideration for services rendered or to be rendered as Executive Vice
President and Director of the Company. The Warrants may be exercised in
whole or in part, but may only be exercised in lots of Twenty Five Thousand
(25,000) shares. Mr. Gomez shall not have any of the rights of, nor be treated
as, a shareholder with respect to the shares subject to these Warrants until he
has exercised the Warrant and has become the shareholder of record of those
shares. The shares will bear the restrictive legend, pursuant to the Securities
Act of 1933, as amended, and applicable state law. Specifically, we relied
on section 4(2) of the Securities Act of 1933. We issued these shares
based on the following facts: (1) the issuance was an isolated
private transaction which did not involve a public offering; (2) there was only
one offeree, (3) the offeree has agreed to the imposition of a restrictive
legend on the face of the stock certificate representing its shares, to the
effect that it will not resell the stock unless its shares are registered or an
exemption from registration is available; (4) the offeree was a sophisticated
investor very familiar with our company and stock-based transactions; (5) there
were no subsequent or contemporaneous public offerings of the stock; (6) the
stock was not broken down into smaller denominations; and (7) the negotiations
for the sale of the stock took place directly between the offeree and our
management.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Voltaire
Gomez
On June 23,
2010, the Registrant entered into an employment agreement with Voltaire Gomez
and appointed him as Director and Executive Vice President of the Company,
effective immediately.
Voltaire
Gomez, age 39, attended private schools throughout his life including Southern
California Military Academy and Saint John’s. He attended Universidad Autonoma
de Baja California in Tijuana and Paris, France. Mr. Gomez graduated with an
international business degree. Since graduating, he has been a market maker
running domestic and foreign trading desks, trading equities, equity options and
fixed income securities. He moved to senior management and compliance,
overseeing all trading and day to day operations of broker dealers and transfer
agencies. He recently sat on a consulting firm advisory committee for broker
dealers and transfer agencies across the United States. His strong understanding
of the markets and direct knowledge of corporate structure and governance will
allow the Company to structure unique possibilities in acquisitions and merger
candidates.
Mr. Gomez
has not, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Mr. Gomez has not,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Mr. Gomez has not, during the last five years, been a party of any bankruptcy
petition filed by or against any business of which he was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time.
The
Company discloses that there are no transactions during the last two years, or
proposed transactions, to which the Company was or is a party, in which Mr.
Gomez had or is to have a direct or indirect material interest.
Mr. Gomez
will be compensated for his services pursuant to the terms of his contract as
cited in Item 1.01 in this Current Report on Form 8-K. The Employment Agreement
for Voltaire Gomez is attached as Exhibit 10.1.
Item
9.01 Financial
Statements and Exhibits
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(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
Exhibit –
10.1 Employment Agreement for Voltaire Gomez
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 thereunto
duly authorized.
Date:
July 19,
2010 Roadships
Holdings, Inc.
By: /s/
Michael
Nugent
Michael Nugent
Chief Executive Officer
Date:
July 19,
2010
Roadships Holdings, Inc.
By: /s/
Robert
Smith
Robert Smith
Corporate Secretary
Exhibit
Index