10-Q 1 roadships10q093012.htm ROADSHIPS HOLDINGS, INC. FORM 10-Q FOR QARTER ENDED SEPTEMBER 30, 2012 roadships10q093012.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 SEPTEMBER 30, 2012

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.)

134 Vintage Park Blvd., Suite A-183, Houston, Texas 77070
(Address of principal executive offices)

(281) 606-4642
(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 November 13, 2012, 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
12
     
Item 3  
Quantitive And Qualitative Disclosures About Market Risk
15
     
Item 4
Controls and Procedures
15
     
PART II
OTHER INFORMATION
16
     
Item 1
Legal Proceedings
16
     
Item 1A
Risk Factors
16
     
Item 2
Unregistered Sale of Equity Securities
16
     
Item 3
Defaults Upon Senior Securities
16
     
Item 4
Mine Safety Disclosures
16
     
Item 5
Other Information
16
     
Item 6
Exhibits
16
     
Signatures
 
17

 
 
 
 

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

   
09/30/12
   
12/31/11
 
ASSETS
 
(Unaudited)
   
(Audited)
 
             
Current assets:
           
Cash
  $ 122     $ 231  
Total current assets
    122       231  
                 
Non-current assets:
               
Property, plant and equipment, net of accumulated depreciation of $111,073 and $90,725 as of September 30, 2012 and December 31, 2011, respectively
    12,037       32,385  
TOTAL ASSETS
  $ 12,159     $ 32,616  
                 
LIABILITIES
               
Accounts payable and accrued expenses
  $ 9,635     $ 26,274  
Loans from related parties
    108,588       26,222  
Total current liabilities
    118,223       52,496  
                 
TOTAL LIABILITIES
    118,223       52,496  
                 
STOCKHOLDERS' DEFICIT
               
Common stock, $0.001 par value. 1 billion shares authorized. 187,633,430 shares issued and outstanding at September 30, 2012 and December 31, 2011.
    187,633       187,633  
Additional paid in capital
    5,443,997       5,385,328  
Development stage deficit
    (5,737,694 )     (5,592,841 )
TOTAL STOCKHOLDERS' DEFICIT
    (106,064 )     (19,880 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 12,159     $ 32,616  

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

 
ROADSHIPS HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Nine Months Ended Sept 30,
   
Three Months Ended Sept 30,
       
   
2012
   
2011
   
2012
   
2011
   
Inception
(9/26/08) to 09/30/12
 
                               
REVENUES AND GROSS MARGIN
                             
Revenues
  $ -     $ -     $ -     $ -     $ 13,636  
Cost of sales
    -       -       -       -       16,215  
Gross margin
    -       -       -       -       (2,579 )
                                         
EXPENSES
                                       
General and administrative
    121,730       90,511       64,732       31,624       4,350,587  
Depreciation
    19,479       27,042       1,766       9,014       110,231  
Total operating expenses
    141,209       117,553       66,498       40,638       4,460,818  
Operating income / (loss)
    (141,209 )     (117,553 )     (66,498 )     (40,638 )     (4,463,397 )
                                         
OTHER INCOME / (EXPENSE)
                                       
Interest expense
    (2,841 )     (33 )     (1,176 )     -       (3,647 )
Costs related to abandoned acquisition
    -       -       -       -       (1,270,760 )
Total other
    (2,841 )     (33 )     (1,176 )     -       (1,274,407 )
                                         
Foreign exchange gains / (losses)
    (803 )     (152 )     (1,549 )     (175 )     110  
Net loss
  $ (144,853 )   $ (117,738 )   $ (69,223 )   $ (40,813 )   $ (5,737,694 )
                                         
Net loss per common share - basic and diluted
  $ -     $ -     $ -     $ -          
                                         
Weighted average shares outstanding
    187,633,430       187,175,555       187,633,430       187,633,430          

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

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

 
         
Inception
 
   
Nine Months Ended September 30,
    (9/26/08) to  
   
2012
   
2011
    09/30/12  
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Loss
  $ (144,853 )   $ (117,738 )   $ (5,737,694 )
Depreciation
    19,479       27,040       110,231  
Non-cash compensation
    58,669       -       3,912,419  
Non-cash costs related to abandoned acquisitions
    -       -       1,250,000  
                         
Changes in operating assets and liabilities:
                       
Prepaid expenses
    -       (4,008 )     -  
Accounts payable and accrued expenses
    (14,739 )     14,677       13,651  
Capital lease obligation
    -       (1,236 )     (5,559 )
Interest payable
    925       -       1,201  
Net cash used in operating activities
    (80,519 )     (81,265 )     (455,751 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Cash proceeds from shareholder contributions
    -       15,250       59,206  
Proceeds from notes payable
    -       -       7,400  
Principal payments on notes payable
    -       -       (7,400 )
Payment of expenses by related parties
    -       65,626       287,165  
Cash proceeds from shareholder loans
    95,285       -       121,285  
Principal payments on shareholder loans
    (14,072 )     -       (14,072 )
Net cash provided by financing activities
    81,213       80,876       453,584  
                         
Effect of foreign exchange transactions
    (803 )     13       2,289  
                         
Net increase/(decrease) in cash
    (109 )     (376 )     122  
Cash and equivalents - beginning of period
    231       427       -  
Cash and equivalents - end of period
  $ 122     $ 51     $ 122  
                         
SUPPLEMENTARY INFORMATION
                       
Cash paid for interest
  $ 1,916     $ -     $ 2,245  
Cash paid for income taxes
    -               -  
                         
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
         
Acquisition of Endeavor Logistics Pty, Ltd. for stock
    -       -       108,073  
Forgiveness of shareholder loan
    -       -       1,979  
Deposit on acquisition paid in stock
    -       1,250,000       1,250,000  

The accompanying notes are an integral part of these financial statements.
 
 
5

 

ROADSHIPS HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2011

 
Note 1 – Organization and Nature of Business
 
 
History
 
Roadships Holdings, Inc  was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Roadships Holdings, Inc. and Caddystats shall hereinafter be collectively referred to as  “Roadships” “Caddystats” “Roadships Holdings”, the “Company”, “we’ or “us”)
 
Share Exchange 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 for 16,025,000 shares of the common stock of Caddystats, a “public” company, representing approximately 100% of the outstanding common shares of the Caddystats. After the share exchange transaction (the “Transaction”), Caddystats changed its name to Roadships Holdings, Inc. and increased the authorized common stock of Roadships Holdings to 1,000,000,000 shares.  As a result of the transaction, Roadships Florida and Roadships Am (the “Subsidiaries”) are now wholly-owned subsidiaries of Roadships Holdings.
 
In accordance with Accounting Standards Codification related to Business Combinations (“ASC 805”), the Subsidiaries are considered the accounting acquirer in the Transaction. Because the Subsidiaries owners as a group retained or received the larger portion of the voting rights in the combined entity and the Subsidiaries senior management represents a majority of the senior management of the combined entity, the Subsidiaries are considered the acquirer for accounting purposes and will account for the transaction as a reverse acquisition. The Transaction 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 Subsidiaries and will be recorded using a historical cost basis. The financial statements have been prepared as if the Subsidiaries had always been the reporting company and, on the Transaction date, changed their name and reorganized their capital stock.
 
On February 25, 2009, the board of directors approved a 5:1 Forward Split of the Company’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.
 
 
6

 
In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America.  Roadships America, Inc, was established to develop and accommodate organic growth within the North America markets.
 
Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe).  The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.
 
Ground Freight Mergers and Acquisitions
 
The gestation period for a HS Monohull vessel is eighteen (18) months, best case, from start to finish. To drive short term cash flow, the Company’s strategic intent calls for the acquisition, merger and assimilation of privately held regional freight companies ranging in value from Eight Million USD ($8,000,000) to Twenty Million USD ($20,000,000). Strategically, Management intends to identify and acquire two (2) target operations quarterly – with one of the two being an over-performer and the other an under-performer – synergistically merging the two so as to optimize future operations of both operating entities.
 
 
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 September 30, 2012.  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, 2011, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2012.
 
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.
 
 
 
7

 
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 September 30, 2012 and December 31, 2011, we had $37 and $214 Australian Dollars, respectively ($52 and $218 US Dollars, respectively) deposited into Australian banks.
 
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 nine months ended September 30, 2012 as the effect of our potential common stock equivalents would be anti-dilutive.
 
Recent Accounting Pronouncements
 
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

 
8

 
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
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 nine months ended September 30, 2012, a beneficial shareholder loaned the Company $95,185, we made principal payments on those loans of $14,072 and interest payments of $1,916.  According to our agreement with this shareholder, we accrue interest on all unpaid amounts at 8%.  Principal and interest are callable at any time.  If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.
 
During the nine months ended September 30, 2012, we accrued $2,841 of interest and paid $1,916 in interest payments.
 
 
9

 
We granted 10 million options to purchase our common stock to each of our Chief Executive and Chief Financial Officers (20 million total) of which 5 million each vest immediately (10 million total), See Note 5 for a discussion of these options.
 
As of the date of this report, no principal or interest has been called by the maker of the note.
 
 Note 5 – Capital
 
At December 31, 2011, we had 187,633,430 common shares issued and outstanding from a total of 1 billion authorized.
 
We had no capital stock transactions for the nine months ended September 30, 2012.
 
On July 2, 2012, we granted 10 million options to purchase our common stock to each of our Chief Executive and Chief Financial Officers (20 million total) of which 5 million each vest immediately (10 million total).  The options were valued using the Black-Scholes option pricing model using as inputs:
 
 
·
closing price on measurement date: $0.006;
 
·
expiry date: April 19, 2013 and July 2, 2013
 
·
exercise price: $0.001;
 
·
volatility: 567.37%;
 
·
discount (risk-free) rate: 0.15%

These options were expensed based on the greater of the amount vested or straight-line over the service term. The Company recorded $58,669 of options expense during the nine months ended September 30, 2012 as an increase in Additional Paid in Capital and General and Administrative Costs.
 
In addition to the 10 million options vesting immediately, 10 million options vest in the future as follows:
 
 
·
5 million options to our Chief Financial Officer vest on April 19, 2013, provided that he remains continuously employed as a key employee of the Company or a related corporation from the date hereof through the applicable vesting date.  These 5 million options expire April 19, 2014.
 
 
·
5 million options to our Chief Executive Officer vest on July 2, 2013, provided that he remains continuously employed as a key employee of the Company or a related corporation from the date hereof through the applicable vesting date.  These options expire July 2, 2014.
 

 
 
10

 
Note 6 – Property, Plant and Equipment
 
Property, Plant and Equipment consists principally of office furniture and equipment and vehicles.  Balances at September 30, 2012 and December 31, 2011 are as follows:
 
   
09/30/12 (Unaudited)
   
12/31/11
(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
    (111,073 )     (90,725 )
Net fixed assets
  $ 12,037     $ 32,385  
 
Note 7 – Subsequent Events
 
We have evaluated subsequent events through the date of this report.  No subsequent events have been noted.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11

 
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.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America.  Roadships America, Inc, was established to develop and accommodate organic growth within the North American markets.
 
Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe).  The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.
 
 
12

 
Ground Freight Mergers and Acquisitions
 
The gestation period for a HS Monohull vessel is eighteen (18) months, best case, from start to finish. To drive short term cash flow, the Company’s strategic intent calls for the acquisition, merger and assimilation of privately held regional freight companies ranging in value from Eight Million USD ($8,000,000) to Twenty Million USD ($20,000,000). Strategically, Management intends to identify and acquire two (2) target operations quarterly – with one of the two being an over-performer and the other an under-performer – synergistically merging the two so as to optimize future operations of both operating entities.
 
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.
 
On July 22, 2011, the board of directors of the Company, after ongoing analysis of Wits Holdings Pty Ltd. (“Wits”), has decided to terminate the agreement and abandon the transaction.  The board decided to terminate the agreement as a result of a substantial increase in capital equipment undertaken by Wits during the 2010 calendar year. Wits increased their rolling stock through a 30% purchase of new equipment under tax incentives then available. The resulting balance of debt to equity and the potential change on the return on asset value was not considered by our board to be in line with Roadship's future plans. Nonetheless, there is a possibility that the Wits transaction will be revisited sometime in the future.
 
 On July 22, 2011, the board of directors of the Company, after due consideration has decided to unwind the acquisition of Reefco Logistics Inc. (“Reefco”).  The decision to unwind the transaction was made as a result of several problems that were uncovered while we attempted to audit Reefco.  The due diligence committee for the acquisition is continuing to analyze the situation with a view  towards resolving Reefco's auditing problems, however due to the stringent regulatory requirements of the U.S. Securities and Exchange Commission we are unable to proceed at this time.
 
 
Results of Operations
 
Nine Months Ended September 30, 2012 versus 2011
As of June 30, 2012, the Company has not yet begun operations and has only minimal assets.  We incurred general and administrative costs of $121,730 for the nine months ended September 30, 2012, mostly due to Exchange Act compliance costs.  This amount is significantly higher than the same period in 2011 (a 36% increase), mostly owing to non-cash compensation charges.  We also incurred $19,479 in depreciation charges for the assets in our subsidiary, Roadships Freight whereas we had $27,042 in depreciation charges for the same period in 2011 (representing a 28% decrease).  This decrease is primarily due to having fully depreciated certain assets in Australia
 
We incurred $2,841 of interest costs associated with unrelated and related-party notes payable during the nine months ended September 30, 2012 which is significantly higher than the same period in 2011 ($33) due to higher debt levels with related parties.
 
 
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Three Months Ended September 30, 2012 versus 2011
 
We had general and administrative expenses of $64,732 for the three months ended September 30, 2012 versus $31,624 for the same period in 2011.  This line item is significantly higher in 2012 due to non-cash compensation in 2012.
 
Depreciation is significantly lower for the three months ended September 30, 2012 versus the same period in 2011 ($1,766 versus $9,014) because certain assets were fully depreciated in the previous year.
 
Interest expense increased from $0 to $1,176 for the three months ended September 30, 2011 versus 2012, respectively.  The increase is due to an increase in outstanding shareholder loans.
 
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
 
Roadships Holdings, Inc. (“Roadships”), operates in the transport industry – short-sea freight shipping, shipping logistics, and ground freight transport.  The Company’s business model and business plan (the “Plan”) have remained unchanged from the juncture of the reverse merger (February – March 2009.  Implementation of the plan was delayed by the full and successful processing of Roadships’ application to the Depository Trust and Clearing Corporation (“DTCC”) (August 2009 – February 2010); largely due to a DTCC restructuring.

Although operationally integrated, Roadships operations are best examined as three “strategic business units” (SBUs): 1) Short Sea Freight Shipping; 2) Freight Shipping Logistics, and; 3) Ground Freight Transport.

Short Sea Shipping:

 
·
Research and development on the establishment Roadships USA trade routes;
 
·
Pre-application research and development on a waiver of The Jones Act;
 
·
Preliminary logistical preparation on the ordering and construction of two USA built Roadships High Speed Monohulls;
 
·
In discussions with European and USA based ship operators on strategic partnerships;
 
·
Finalization of strategic sales and marketing for the Company’s new trailer designs or retrofit package for use with the new Roadships High Speed Monohulls;
 
·
Preliminary logistical preparation for the release of Roadships’ new loading and unloading equipment for the Company’s High Speed Monohulls;
 
 
 

 
 
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Freight Shipping Logistics:

Although Roadships’ management team has considerable experience in industry sector, frankly freight logistics services have taken a back seat to developments in the Company’s Short Sea Shipping and Ground Transportation SBUs.  However, the Company intends to penetrate both the USA and Australian markets over the short-term, most likely by means of merger or acquisition in penetrating the former.

Ground Freight Transportation:

 
·
In discussions with a U.S. based ground freight operator ($17 million in assets and 24 million in annual revenues) on merger.
 
·
Preliminary examination of two smaller ground transport operators.
 
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 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  officers and directors of our disclosure controls and procedures as of June 30, 2012, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer and Chief Financial Officer have 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 a few employees. Under these circumstances it is impossible to completely segregate duties. We do not expect our internal controls to be effective until such time as we are able to begin full operations and even then there are no assurances that our disclosure controls will be adequate in future periods.
 
 
 
 
 
 
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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 September 30, 2012 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 – MINE SAFETY DISCLOSURES
 
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).
 
31.2
Certification of Chief Financial 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).
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 

 
 
 
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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: November 14, 2012
Roadships Holdings, Inc
 
By: /s/ Michael Nugent
 
Michael Nugent
Chief Executive Officer
   
 
By: /s/ Michael Norton Smith
Michael Norton Smith
Chief Financial Officer

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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