Tautachrome (TTCM) 10-Q 2011 Q1 Quarterly report

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, 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.)

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   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 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 19,  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	15
Item 4 – Controls and Procedures	15
PART II – OTHER INFORMATION	15
Item 1 – Legal Proceedings	15
Item 1A – Risk Factors	16
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	17

PART I – FINANCIAL INFORMATION

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	03/31/11 (Unaudited)			12/31/10 (Audited)
ASSETS
Current assets:
Cash	$	1		$	427
Total current assets		1			427
Non-current assets:
Property, plant and equipment, net of accumulated depreciation of $63,694 and $54,683 as of March 31, 2011 and December 31, 2010, respectively		59,416			68,427
Prepaid acquisition costs		1,250,000			-
TOTAL ASSETS	$	1,309,417		$	68,854
LIABILITIES
Accounts payable and accrued expenses	$	26,840		$	7,335
Capital lease obligation		-			1,224
Total current liabilities		26,840			8,559
TOTAL LIABILITIES		26,840			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 March 31, 2011 and December 31, 2010, respectively.		187,633			182,633
Additional paid in capital		5,312,688			4,058,452
Development stage deficit		(4,217,744	)		(4,180,790	)
TOTAL STOCKHOLDERS' EQUITY		1,282,577			60,295
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,309,417		$	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)

	Quarter Ended March 31,						Inception (9/26/08) to
	2011			2010			03/31/11
REVENUES AND GROSS MARGIN
Revenues	$	-		$	-		$	13,636
Cost of sales		-			-			16,215
Gross margin		-			-			(2,579	)
EXPENSES
General and administrative		27,920			20,425			4,131,438
Costs related to abandoned acquisition		-			-			20,760
Depreciation		9,014			9,084			63,710
Total operating expenses		36,934			29,509			4,215,908
Operating income / (loss)		(36,934	)		(29,509	)		(4,218,487	)
OTHER INCOME / (EXPENSE)
Interest expense		(33	)		(275	)		(617	)
Total other		(33	)		(275	)		(617	)
Foreign exchange gains / (losses)		13			(702	)		1,360
Net loss	$	(36,954	)	$	(30,486	)	$	(4,217,744	)
Net loss per common share - basic and diluted		-			-
Weighted average shares outstanding		186,244,541			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							8,000					8,000
Interest and principal payments made by related party							1,236					1,236
Net loss									(36,954	)		(36,954	)
Balance, 03/31/11			187,633,430	$	187,633	$	5,312,688	$	(4,217,744	)	$	1,282,577

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)

	Quarter Ended March 31,
		2011			2010			Inception (9/26/08) to 03/31/11
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(36,954	)	$	(30,486	)	$	(4,217,744	)
Depreciation		9,014			9,084			63,710
Non-cash compensation		-			-			3,853,750
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		19,501			-			28,966
Capital lease obligation		(1,236	)		-			(5,559	)
Interest payable		-			(54	)		54
Net cash used in operating activities		(9,675	)		(21,456	)		(276,823	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from shareholder contributions		-			-			42,956
Proceeds from notes payable		-			-			7,400
Principal payments on notes payable		-			(7,400	)		(7,400	)
Payment of expenses by related parties		9,236			28,095			230,776
Net cash provided by financing activities		9,236			20,695			273,732
Effect of foreign exchange transactions		13			702			3,092
Net increase/(decrease) in cash		(426	)		(59	)		1
Cash and equivalents - beginning of period		427			59			-
Cash and equivalents - end of period	$	1		$	-		$	1
SUPPLEMENTARY INFORMATION
Cash paid for interest		-			329			329
Cash paid for income taxes		-						-
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Acquisition of Endeavor Logistics Pty, Ltd. for stock		-			108,074			108,074
Forgiveness of shareholder loan		-			1,980			1,980
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

MARCH 31, 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 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.

-8-

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, 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-K filed 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 March 31, 2011, we had virtually no Australian Dollars deposited 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 three months ended March 31, 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 three months ended March 31, 2011, certain beneficial shareholders paid expenses of $9,236, including payments on leased assets of $1,236.  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 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 March 31, 2011 and December 31, 2010 are as follows:

	03/31/11 (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		(63,694	)		(54,683	)
Net fixed assets	$	59,416		$	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 three months ended  March 31, 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.

-13-

Results of Operations

As of March 31, 2011, the Company has not yet begun operations and has only minimal assets.  We have incurred general and administrative costs of $27,920 for the three months ended March 31, 2011, mostly due to Exchange Act compliance costs (September 26, 2008 –inception- to March 31, 2011 general and administrative costs are $4,131,438).  We also incurred $9,014 in depreciation charges for the assets in our subsidiary, Roadships Freight (September 26, 2008 –inception- to March 31, 2011 depreciation charges are $63,710).

We also incurred $33 of interest costs associated with notes payable ($617 from inception to March 31, 2011).

Three Months Ended March 31, 2011 versus 2010

We had general and administrative expenses of $27,920 for the three months ended March 31, 2011 versus $20,425 for the same period in 2010 or a 37% increase.  The increase is due to activities related to acquisitions we were negotiating during 2011.

Depreciation is virtually unchanged for the three months ended March 31, 2011 versus the same period in 2010 (the change representing a 1% decrease).  No assets have been added nor retired during the three months ended March 31, 2011.

Interest expense decreased from $275 to $33 for the three months ended March 31, 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 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 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 between Brisbane, Sydney and Melbourne, Australia.

·   Grow our trailer retrofitting business in our Australian subsidiary, Roadships Freight.

-14-

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 sole officer and director of our disclosure controls and procedures as of March 31, 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 three months ended March 31, 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.

-15-

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 - 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).

-16-

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 20, 2011	Roadships Holdings, Inc
	By: /s/ Michael Nugent
	Michael Nugent Chief Executive Officer
	By: /s/ Robert Smith Robert Smith President and Corporate Secretary

-17-