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EX-31.1 - TAUTACHROME INC.ex31-1.htm
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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 JUNE 30, 2011

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.)

525 North Tryon Street, Suite 1600, Charlotte, NC 28202
(Address of principal executive offices)

704-237-3194
(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   xNo 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 filero    (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 August 8, 2011, was 187,633,430.

 
 

 
ROADSHIPS HOLDINGS, INC.
FORM 10-Q

INDEX
 
PART I – FINANCIAL INFORMATION
3
Item 1 – Consolidated Financial Statements
3
Item 2- Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
13
Item 3 - Quantitive And Qualitative Disclosures About Market Risk
14
Item 4 – Controls and Procedures
15
PART II – OTHER INFORMATION
15
Item 1 – Legal Proceedings
15
Item 1A – Risk Factors
15
Item 2 – Unregistered Sale of Equity Securities
16
Item 3 – Defaults Upon Senior Securities
16
Item 4 - Submission Of Matters To A Vote Of Security Holders
16
Item 5 – Other Information
16
Item 6 - Exhibits
16
Signatures
16

 
 

 
PART I – FINANCIAL INFORMATION
 
ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS
 
ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

   
06/30/11
(Unaudited)
   
12/31/10
(Audited)
 
             
             
ASSETS
           
             
Current assets:
           
Cash
  $ 33     $ 427  
Total current assets
    33       427  
                 
Non-current assets:
               
Property, plant and equipment, net of accumulated depreciation of $72,704 and $54,683 as of June 30, 2011 and December 31, 2010, respectively
    50,406       68,427  
Prepaid acquisition costs
    1,250,000       -  
TOTAL ASSETS
  $ 1,300,439     $ 68,854  
                 
LIABILITIES
               
Accounts payable and accrued expenses
  $ 27,020     $ 7,335  
Capital lease obligation
    -       1,224  
Total current liabilities
    27,020       8,559  
                 
TOTAL LIABILITIES
    27,020       8,559  
                 
STOCKHOLDERS' EQUITY
               
Common stock, $0.001 par value. 1 billion shares authorized. 187,633,430 and 182,633,430 issued and outstanding at June 30, 2011 and December 31, 2010, respectively.
    187,633       182,633  
Additional paid in capital
    5,343,501       4,058,452  
Development stage deficit
    (4,257,715 )     (4,180,790 )
                 
TOTAL STOCKHOLDERS' EQUITY
    1,273,419       60,295  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 1,300,439     $ 68,854  

The accompanying notes are an integral part of these financial statements.
 
 
-3-

 
ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Six Months Ended June 30,
   
Three Months Ended June 30,
       
   
2011
   
2010
   
2011
   
2010
   
Inception (9/26/08) to 06/30/11
 
                               
REVENUES AND GROSS MARGIN
                             
Revenues
  $ -     $ 19,103     $ -     $ 19,103     $ 13,636  
Cost of sales
    -       16,215       -       16,215       16,215  
Gross margin
    -       2,888       -       2,888       (2,579 )
                                         
EXPENSES
                                       
General and administrative
    58,887       36,573       30,967       16,148       4,162,405  
Costs related to abandoned acquisition
    -       -       -       -       20,760  
Depreciation
    18,028       18,022       9,014       8,938       72,724  
Total operating expenses
    76,915       54,595       39,981       25,086       4,255,889  
                                         
Operating income / (loss)
    (76,915 )     (51,707 )     (39,981 )     (22,198 )     (4,258,468 )
                                         
OTHER INCOME / (EXPENSE)
                                       
Interest expense
    (33 )     (417 )     -       (142 )     (617 )
Total other
    (33 )     (417 )     -       (142 )     (617 )
                                         
Foreign exchange gains / (losses)
    23       544       10       1,246       1,370  
                                         
Net loss
  $ (76,925 )   $ (51,580 )   $ (39,971 )   $ (21,094 )   $ (4,257,715 )
                                         
Net loss per common share - basic and diluted
  $ -     $ -     $ -     $ -          
                                         
Weighted average shares outstanding
    186,942,822       172,633,430       187,633,430       172,633,430          

The accompanying notes are an integral part of these financial statements.
 
 
-4-

 
ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)
(Unaudited)

      Common Stock                    
  Date   Shares     Amount     Additional Paid In Capital     Deficit Accumulated During the Development Stage    
Total Stockholders'
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
04/01/09
                    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       1,296,077             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  
 

 
 
-5-

 

ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)
(Unaudited)
(Continued)
 
      Common Stock                    
  Date   Shares        Amount     Additional Paid In Capital     Deficit Accumulated During The Development Stage    
Total Stockholders'
Equity/(Deficit
 
                                 
Payment of expenses by shareholders
                  104,316           104.316  
Cash contributions by shareholders
                  42,956           42.956  
Stock based compensation
11/24/10
    10,000,000       10,000       1,690,000           1.700.000  
Interest and principal payments made by related party
                      4,408           4.408  
                                    -  
Net loss
                              (1,882,914 )   (1,882,914
Balance, 12/31/10
      182,633,430       182,633       4,058,452       (4,180,790 )   60,295  
                                         
Shares issued as deposit for acquisition
01/25/11
    5,000,000       5,000       1,245,000             1,250,000  
Expenses paid by affiliates
                      38,500             38,500  
Cash contributed by related party
                      313             313  
Interest and principal payments made by related party
                      1,236             1,236  
Net loss
                              (76,925 )   (76,926
Balance, 06/30/11
      187,633,430     $ 187,633     $ 5,343,501     $ (4,257,715 ) 1,273,419  

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

 
-6-

 
ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

    Six Months Ended June 30,     Inception (9/26/08)  
    2011     2010     to 06/60/11  
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Loss
  $ (76,925 )   $ (51,580 )   $ (4,257,715 )
Adjustments to reconcile net loss with net cash used in operating activities:
                       
Depreciation
    18,028       18,022       72,724  
Non-cash compensation
    -       -       3,853,750  
                         
Changes in operating assets and liabilities:
                       
Accounts payable and accrued expenses
    19,677       397       29,142  
Capital lease obligation
    (1,236 )     -       (5,559 )
Interest payable
    -       -       54  
Net cash used in operating activities
    (40,456 )     (33,161 )     (307,604 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Cash proceeds from shareholder contributions
    313       -       43,269  
Proceeds from notes payable
    -       -       7,400  
Principal payments on notes payable
    -       (7,400 )     (7,400 )
Payment of expenses by related parties
    39,736       44,910       261,276  
Net cash provided by financing activities
    40,049       37,510       304,545  
                         
Effect of foreign exchange transactions
    13       544       3,092  
                         
Net increase/(decrease) in cash
    (394 )     4,893       33  
Cash and equivalents - beginning of period
    427       59       -  
Cash and equivalents - end of period
  $ 33     $ 4,952     $ 33  
                         
SUPPLEMENTARY INFORMATION
                       
Cash paid for interest
    -       394       362  
Cash paid for income taxes
    -               -  
                         
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
         
Acquisition of Endeavor Logistics Pty, Ltd. for stock
    -       -       108,074  
Forgiveness of shareholder loan
    -       -       1,980  
Payments on leased assets
    1,236       3,893       8,570  
Deposit on acquisition paid in stock
    1,250,000       -       1,250,000  

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

 
-7-

 
ROADSHIPS HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
JUNE 30, 2011

 
Note 1 – Organization and Nature of Business
 
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 formed several domestic and foreign subsidiaries to facilitate our entry into these markets.

 
-8-

 
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 June 30, 2011.  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, 2010, as reported in Form 10-Kfiled with the SEC on May 16, 2011.
 
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.  At June 30, 2011, we had virtually noAustralian Dollarsdeposited into Australian banks.  Traditionally, Australia and New Zealand were among the only developed countries which do not have deposit insurance.  However, on October 12, 2008, in response to the Economic Crisis of 2008, the Australian government announced that it would insure 100% of all deposits, regardless of size for a three-year period.  This guarantee expires October 12, 2011.
 
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.
 
 
-9-

 
 
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 nine and six months ended June 30, 2011 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.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
 
 
-10-

 
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
 
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
 
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 six months ended June 30, 2011, certain beneficial shareholders paid expenses of $39,736, including payments on leased assets of $1,236 and contributed cash of $313.  These contributions are included as increases in Additional Paid in Capital.
 
Note 5 – Capital

At December 31, 2010, we had 182,633,430 common shares issued and outstanding from a total of 1 billion authorized.
 
On January 25, 2011, we issued 5 million shares to the owner of Royans Brisbane Pty Ltd. in Brisbane Australia with whom, as o the date of this filing, we are in negotiations to acquire.  We valued the shares at the closing price on the issuance date ($0.25 per share) and charged Prepaid Acquisition Cost with $1,250,000.  If we acquire Royans, the balance in that account will become part of the consideration in that acquisition.
 
 
-11-

 
Note 6 – Property, Plant and Equipment
 
Property, Plant and Equipment consists principally of office furniture and equipment and vehicles.  Balances at June 30, 2011 and December 31, 2010 are as follows:
 
   
06/30/11 (Unaudited)
   
12/31/10
(Audited)
 
             
Office equipment
  $ 87,836     $ 87,836  
Equipment
    23,362       23,362  
Vehicles
    11,912       11,912  
Total fixed assets at cost
    123,110       123,110  
Less: accumulated depreciation
    (72,704 )     (54,683 )
Net fixed assets
  $ 50,406     $ 68,427  
 
Note 7 – Capital Lease
 
On June 15, 2009, we acquired Endeavour Logistics Pty. Ltd..  Some of the assets of that Company were subject to certain capital lease obligations which we have recognized.  Our Chief Executive Officer, Micheal Nugent, has been making interest and principal payments this capital lease obligation.

For the six months ended June 30, 2011, capital lease obligation payments were $1,236. As of March 31, 2011, these capital lease obligations were retired.
 
Note 8 – Subsequent Events
 
We have evaluated subsequent events through the date of this report.  No subsequent events have been noted.
 
 
 
 
-12-

 
Item 2- Management’s Discussion And Analysis Of Financial Condition And Results 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.

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 American 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. In May, 2010, we changed the name of Endeavour Logistics Pty Ltd to Roadships Freight Pty Ltd.
 
 
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Results of Operations
 
As of June 30, 2011, the Company has not yet begun operations and has only minimal assets.  We have incurred general and administrative costs of $58,887 for thesix months ended June 30, 2011, mostly due to Exchange Act compliance costs (September 26, 2008 –inception- to June 30, 2011 general and administrative costs are $4,162,405).  We also incurred $18,028 in depreciation charges for the assets in our subsidiary, Roadships Freight (September 26, 2008 –inception- to June 30, 2011depreciation charges are $72,724).
 
We also incurred $33 of interest costs associated with notes payable ($617 from inception toJune 30, 2011).
 
Six Months Ended June 30, 2011 versus 2010
 
We had general and administrative expenses of $58,887 for the six months ended June 30, 2011 versus $36,573 for the same period in 2010 or a 61% increase.  The increase is due to activities related to acquisitions we are negotiating during 2011.
 
Depreciation is virtually unchanged for the six months ended June 30, 2011 versus the same period in 2010.  No assets have been added nor retired during the six months ended June 30, 2011.
 
Interest expense decreased from $417 to $33 for the six months ended June 30, 2010 versus 2011, respectively.  The decrease is a result of reduction of debt.
 
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 sufficient financing to acquire Royans Brisbane Pty Ltd. In Brisbane Australia.
 
·  
Obtain financing to acquire two short sea ships to provide a short sea link betweenBrisbane, Sydney and Melbourne, Australia.
 
·  
Grow our trailer retrofitting business in our Australian subsidiary, Roadships Freight.
 
Item 3 - Quantitive And Qualitative Disclosures About Market Risk
 
A smaller reporting company is not required to provide the information required by this item.
 
 
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Item 4 – Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures.
 
We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon the evaluation of our sole officer and director of our disclosure controls and procedures as of June 30, 2011, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer who also serves as our Chief Financial Officer has concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only one employee. Under these circumstances it is impossible to segregate duties. We do not expect our internal controls to be effective until such time as we complete an acquisition of an operating company and even then there are no assurances that our disclosure controls will be adequate in future periods.
 
Change In Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the threemonths ended June 30, 2011 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.

 
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Item 2 – Unregistered Sale of Equity Securities
 
None
 
Item 3 – Defaults Upon Senior Securities
 
None
 
Item 4 - Removed and Reserved
 
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: August 15, 2011
Roadships Holdings, Inc
   
 
By: /s/ Michael Nugent
 
Michael Nugent
Chief Executive Officer
   
 
By: /s/ Robert Smith
Robert Smith
President and Corporate Secretary

 
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