Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | Mar. 20, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | ROADSHIPS HOLDINGS, INC. | |
Entity Central Index Key | 1389067 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-13 | |
Amendment Flag | TRUE | |
Amendment Description | This amendment No. 1 is being filed for the purpose of reflecting the change in the company’s policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations. | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,987,633,430 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2013 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Current assets: | ||
Cash | $616 | $306 |
Total current assets | 616 | 306 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $114,599 and $112,836 as of March 31, 2013 and December 31, 2012, respectively | 8,511 | 10,274 |
TOTAL ASSETS | 9,127 | 10,580 |
LIABILITIES | ||
Accounts payable and accrued expenses | 9,247 | 18,018 |
Accounts payable - related party | 665 | 638 |
Bank overdraft | 95 | 35 |
Accrued interest - related party | 1,122 | 2,593 |
Promissory note - related party | 12,314 | 123,006 |
Total current liabilities | 23,443 | 144,290 |
TOTAL LIABILITIES | 23,443 | 144,290 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.00001 par value. Three billion shares authorized. 2,487,633,430 and 187,633,430 issued and outstanding at March 31, 2013 and December 31, 2012, respectively. | 24,876 | 1,876 |
Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, 1 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively | 1 | |
Series B Convertible Preferred Stock, par value $0.00001. 10,000,000 shares authorized, 39,312 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively | 4 | |
Additional paid in capital | 30,255,239 | 5,637,749 |
Common stock payable | 2,500,000 | |
Accumulated other comprehensive income | 675 | |
Accumulated deficit | -32,795,111 | -5,773,335 |
TOTAL STOCKHOLDERS' DEFICIT | -14,316 | -133,710 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $9,127 | $10,580 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
ASSETS | ||
Accumulated depreciation of property, plant and equipment | $114,599 | $112,836 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,487,633,430 | 187,633,430 |
Common stock, shares outstanding | 2,487,633,430 | 187,633,430 |
Series A Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 4 | 4 |
Preferred stock, shares outstanding | 1 | 0 |
Series B Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 39,312 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Consolidated Statements Of Operations | ||
General and administrative | $2,541,973 | $36,558 |
Depreciation | 1,763 | 9,012 |
Total operating expenses | 2,543,736 | 45,570 |
Operating loss | -2,543,736 | -45,570 |
Interest expense | -1,211 | -636 |
Loss on extinguishment of debt | -24,476,829 | |
Total other expense | -24,478,040 | -636 |
Net loss | -27,021,776 | -46,206 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Effect of foreign currency exchange | 675 | |
Net comprehensive loss | ($27,021,101) | ($46,206) |
Net loss per common share - basic and diluted | ($0.04) | $0 |
Weighted average shares outstanding | 673,188,986 | 187,633,430 |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Equity / (Deficit) (Unaudited) (USD $) | Common Stock | Series A Convertible Preferred Stock | Preferred Stock Series B | Accumulated Other Comprehensive Income | Common Stock Payable [Member] | Additional Paid In Capital | Deficit Accumulated During the Development Stage | Total |
Balance beginning, Amount at Dec. 31, 2011 | $1,876 | $5,571,085 | ($5,592,841) | ($19,880) | ||||
Balance beginning, Shares at Dec. 31, 2011 | 187,633,430 | |||||||
Grant of options to officers | 66,664 | 66,664 | ||||||
Net loss | -180,494 | -180,494 | ||||||
Balance ending, Amount at Dec. 31, 2012 | 1,876 | 5,637,749 | -5,773,335 | -133,710 | ||||
Balance beginning, Shares at Dec. 31, 2012 | 187,633,430 | |||||||
Common shares issued for debt reduction, Shares | 2,300,000,000 | |||||||
Common shares issued for debt reduction, Amount | 23,000 | 22,977,000 | 23,000,000 | |||||
Stock based compensation | 2,500,000 | 42,385 | 2,542,385 | |||||
Preferred shares issued for conversion of debt, Shares | 1 | 39,312 | ||||||
Preferred shares issued for conversion of debt, Amount | 1 | 4 | 1,598,105 | 1,598,110 | ||||
Foreign currency translation adjustment | 675 | 675 | ||||||
Net loss | -27,021,776 | -27,021,776 | ||||||
Balance ending, Amount at Mar. 31, 2013 | $24,876 | $1 | $4 | $675 | $2,500,000 | $30,255,239 | ($32,795,111) | ($14,316) |
Balance ending, Shares at Mar. 31, 2013 | 2,487,633,430 | 1 | 39,312 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | ($27,021,776) | ($46,206) | ($180,494) |
Depreciation expense | 1,763 | 9,012 | |
Non-cash compensation | 2,542,385 | ||
Loss on retirement of debt | 24,476,829 | ||
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | -15,683 | -4,928 | |
Accounts payable - related party | 636 | ||
Accrued expense | |||
Net cash used in operating activities | -16,482 | -41,486 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Cash proceeds from shareholder loans | 16,117 | 38,662 | |
Net cash provided by financing activities | 16,117 | 38,662 | |
Effect of foreign exchange transactions | 675 | 2,609 | |
Net increase/(decrease) in cash | 310 | -215 | |
Cash and equivalents - beginning of period | 306 | 231 | 231 |
Cash and equivalents - end of period | 616 | 16 | 306 |
SUPPLEMENTARY INFORMATION | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | |||
Notes payable conversion into common shares | 23,000 | ||
Notes payable conversion into preferred stock | $98,281 |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | |
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”). | |
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. | |
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. We renamed Endeavor Logistics Pty Ltd. to Roadships Freight Pty Ltd. | |
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. |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | |
Basis of Presentation and Summary of Significant Accounting Policies | Condensed Consolidated 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, 2013. 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/A should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2012, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2013. | |
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. | |
Change in Accounting Policy | |
The Company changed its policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations. | |
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, 2013 and December 31, 2012, we had $591 and $294 Australian Dollars, respectively ($616 and $306 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 three months ended March 31, 2013 as the effect of our potential common stock equivalents would be anti-dilutive. | |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had` been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company chose to early adopt this ASU. | |
In October 2012, the FASB issued 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. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | |
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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||
Mar. 31, 2013 | |||
Notes to Financial Statements | |||
Related Party Transactions | For the three months ended March 31, 2013, we had the following transactions with our major shareholder and Chief Executive Officer, Micheal Nugent: | ||
· | We received $16,117 in cash loans to pay operating expenses, | ||
· | We accrued $1,211 in interest payable, | ||
· | We issued 2,300,000,000 shares of common stock to Mr. Nugent, retiring $23,000 of accumulated debts owed to him, and recording a loss on retirement of debt of $22,977,000 (see Note 5 for a more detailed explanation of this stock issuance), | ||
· | We issued 1 share of Class A Convertible Preferred Stock and 39,312 Series B Convertible Preferred Stock, retiring $98,281 of accumulated debts owed to him, and recording a loss on retirement of debt of $1,499,829, collectively, for these two issuances (see Note 5 for a more detailed explanation of this stock issuance), | ||
According to our agreement with this shareholder, we accrue interest on all unpaid amounts at 5%. 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%. | |||
As of the date of this report, no principal or interest has been called by the maker of the note. The outstanding balance at March 31, 2013 is $12,314 and $1,122, respectively, for principal and interest. |
Capital
Capital | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Capital | At March 31, 2013, we had 2,487,633,430 common shares issued and outstanding from a total of 3 billion authorized. | ||||||||||||||||
Common Stock | |||||||||||||||||
On March 5, 2013, we granted 500,000,000 shares to consultants pursuant to their consulting arrangements. We valued the shares at their fair values based on the closing market price on the date of grant and recorded $2,500,000 in stock based compensations. The shares had not been issued by March 31, 2013 and are included in the Equity section of the Balance Sheet under “Common Stock Payable”. | |||||||||||||||||
On March 12, 2013, the Board of Directors voted to increase the number of common shares authorized to 3,000,000,000, changing the par value of the shares to $0.00001. The Consolidated Statement of Stockholders’ Equity / (Deficit) included in this quarterly report has been adjusted to reflect this change in par value. | |||||||||||||||||
Also on March 12, 2013, the Company issued to our Chief Executive Officer, Micheal Nugent, 2,300,000,000 shares of common stock in exchange for a reduction in debt from the Company to him in the amount of $23,000. We valued the shares at their fair value of the stock’s closing price on the grant date, recording an increase to Additional Paid in Capital of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on retirement of debt of $22,977,000. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes: | |||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion. | |||||||||||||||||
The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding. | |||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Each share of Series B Preferred Stock is convertible at par value $0.00001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.00001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001 per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). | |||||||||||||||||
Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock. | |||||||||||||||||
Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock. | |||||||||||||||||
The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares. | |||||||||||||||||
The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation. | |||||||||||||||||
Issuances of Preferred Stock | |||||||||||||||||
On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to our Chief Executive Officer, Micheal Nugent, in exchange for a reduction of debt in the amount of $98,281. | |||||||||||||||||
Valuation of Control Rights | |||||||||||||||||
Control is managed both through the Common Stock; Preferred Series A and Series B voting rights and the control over the covenants, articles and bylaws. We estimated the control premium for the voting control of the Holders Common Stock; Preferred Series A shares and Series B shares based on Transportation; Construction Contractors & Engineering Services; Distribution; and Industrial & Farm Equipment & Machinery industries at 19.70% as of 3/12/13. This control premium was derived by utilizing historical median control premium over the last 20 years within the Company’s similar industry. | |||||||||||||||||
We deemed the value of the Control premium was $393,600 which was based on the following inputs: | |||||||||||||||||
1 | The common stock price was $0.01 as of 3/12/13; | ||||||||||||||||
2 | 187,633,430 common shares outstanding and the Holders Securities representing control and majority voting rights: 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights); | ||||||||||||||||
3 | A 19.70% premium over the common shares for the voting preferences; | ||||||||||||||||
4 | 9,950,690,968 voting rights of the issued 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights) based on the Company bylaws and Managements interpretation of the Certificate of Designation; and | ||||||||||||||||
5 | 12,438,717,518 total voting rights – all shares issued and outstanding | ||||||||||||||||
6 | A 99.26% voting control from the issued Common; Preferred A and Preferred B shares. | ||||||||||||||||
We therefore valued the Control Premium at $393,600, and valued all of the features of all classes of stock issued on March 12, 2013, according to the table below. | |||||||||||||||||
Shares Issued | Conversion Value | Voting Control | Fair Value | ||||||||||||||
Common Stock | 2,300,000,000 | 23,000,000 | - | $ | 23,000,000 | ||||||||||||
Preferred Series A | 1 | 1,598,047 | 393,600 | 1,598,047 | |||||||||||||
Preferred Series B | 39,312 | 63 | - | 63 | |||||||||||||
$ | 24,598,110 | ||||||||||||||||
Therefore, in recording the issuance of Series A and B Convertible Preferred Stock, we increased Additional Paid Capital by $1,598,110 ($1,598,047 + $63), reduced the principal amount owed to Mr. Nugent in the amount of $98,281, and recorded a loss on retirement of debt of $1,499,829. | |||||||||||||||||
Options | |||||||||||||||||
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). A complete discussion of these options can be found in our annual report on Form 10-K as of December 31, 2012, filed on April 16, 2013 and herein incorporated by reference. | |||||||||||||||||
During the quarter ended March 31, 2013, we expensed an additional $42,385 in options expense which is included in stock-based compensation, leaving $9,600 to be expensed in the second quarter of 2013. | |||||||||||||||||
There were no options expenses during the three months ended March 31, 2012. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Notes to Financial Statements | |||||||||
Property, Plant and Equipment | Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2013 and December 31, 2012 are as follows: | ||||||||
03/31/13 (Unaudited) | 12/31/12 | ||||||||
(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 | (114,599 | ) | (112,836 | ) | |||||
Net fixed assets | $ | 8,511 | $ | 10,274 |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | |
Subsequent Events | Changes in Management |
On January 14, 2014, Michael Norton-Smith resigned as a director and as Chief Financial Officer of the Registrant. Mr. Norton-Smith advised the Registrant that he was resigning from the foregoing positions for personal reasons and has not expressed any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices. | |
On January 15, 2014, the Registrant’s Board of Directors duly appointed Micheal Nugent, the Chief Executive Officer of the Registrant, to act as interim Chief Financial Officer until such time as a qualified Chief Financial Officer has been engaged. The Registrant is actively seeking to engage new Chief Financial Officer but has not yet identified a suitable candidate. | |
Changes in Capital Structure | |
On December 9, 2014, the Registrant entered into a Shares for Debt Agreement (the “Agreement”) with Micheal Nugent, its President, CEO, CFO and a director, whereby Mr. Nugent agreed to surrender 39,312 shares of the Registrant’s Series B Preferred Stock to the Registrant in exchange for a promissory note for $98,281 USD, with interest accruing thereon at the rate of 5% per annum (the “Note”). The Note is due and payable on December 31, 2015, but the Registrant may prepay the amount outstanding without penalty. The shares of Series B Preferred Stock acquired from Mr. Nugent will be canceled and extinguished. | |
The Registrant’s board of directors approved the Debt for Shares Agreement and the Note after determining that they were fair to and in the best interests of the Registrant. The principal amount of indebtedness secured by the Note is equal to the amount originally owing by the Registrant to Mr. Nugent for disbursements paid for and on behalf of the Registrant, in settlement for which Mr. Nugent was issued the Preferred Stock on March 12, 2013. | |
We have evaluated subsequent events through the date of this report. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2013 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Policies | |
Condensed Consolidated 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, 2013. 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/A should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2012, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2013. |
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. | |
Change in Accounting Policy | The Company changed its policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations. |
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, 2013 and December 31, 2012, we had $591 and $294 Australian Dollars, respectively ($616 and $306 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 three months ended March 31, 2013 as the effect of our potential common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements | In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had` been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company chose to early adopt this ASU. |
In October 2012, the FASB issued 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. |
Capital_Table
Capital (Table) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
Capital Table | |||||||||||||||||
Schedule of control premium and value of all classes of stock issued | We therefore valued the Control Premium at $393,600, and valued all of the features of all classes of stock issued on March 12, 2013, according to the table below. | ||||||||||||||||
Shares Issued | Conversion Value | Voting Control | Fair Value | ||||||||||||||
Common Stock | 2,300,000,000 | 23,000,000 | - | $ | 23,000,000 | ||||||||||||
Preferred Series A | 1 | 1,598,047 | 393,600 | 1,598,047 | |||||||||||||
Preferred Series B | 39,312 | 63 | - | 63 | |||||||||||||
$ | 24,598,110 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Property Plant And Equipment Tables | |||||||||
Schedule of Property, Plant and Equipment | Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2013 and December 31, 2012 are as follows: | ||||||||
03/31/13 (Unaudited) | 12/31/12 | ||||||||
(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 | (114,599 | ) | (112,836 | ) | |||||
Net fixed assets | $ | 8,511 | $ | 10,274 |
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Deposits in Bank | $616 | $306 |
Subsidiaries- Australia | ||
Deposits in Bank | $591 | $294 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Cash proceeds from shareholder loans | $16,117 | $38,662 | |
Accrued interest payable | 1,211 | ||
Loss on debt extinguishment | -24,476,829 | ||
Promissory note - related party | 12,314 | 123,006 | |
Accrued interest - related party | 1,122 | 2,593 | |
Common Stock | |||
Shares issued for debt retirement | 2,300,000,000 | ||
Debt amounted retired from issuance of stock | 23,000 | ||
Loss on debt extinguishment | 22,977,000 | ||
Series A Convertible Preferred Stock | |||
Shares issued for debt retirement | 1 | ||
Debt amounted retired from issuance of stock | 98,281 | ||
Loss on debt extinguishment | 1,499,829 | ||
Series B Convertible Preferred Stock | |||
Shares issued for debt retirement | 39,312 | ||
Debt amounted retired from issuance of stock | 98,281 | ||
Loss on debt extinguishment | $1,499,829 |
Capital_Details
Capital (Details) (USD $) | Mar. 31, 2013 |
Fair Value | $24,598,110 |
Series A Convertible Preferred Stock | |
Shares Issued | 1 |
Conversion Value | 1,598,047 |
Voting Control | 393,600 |
Fair Value | 1,598,047 |
Preferred Series B | |
Shares Issued | 39,312 |
Conversion Value | 63 |
Voting Control | |
Fair Value | 63 |
Common Stock Payable [Member] | |
Shares Issued | 2,300,000,000 |
Conversion Value | 23,000,000 |
Voting Control | |
Fair Value | $23,000,000 |
Capital_Details_Narrative
Capital (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2012 | |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,487,633,430 | 187,633,430 |
Common stock, shares outstanding | 2,487,633,430 | 187,633,430 |
Options expense included in stock-based compensation | $42,385 | |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 4 | 4 |
Preferred stock, shares outstanding | 1 | 0 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 39,312 | 0 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Fixed assets at cost | $123,110 | $123,110 |
Less: accumulated depreciation | -114,599 | -112,836 |
Net fixed assets | 8,511 | 10,274 |
Office Equipment | ||
Fixed assets at cost | 87,836 | 87,836 |
Equipment | ||
Fixed assets at cost | 23,362 | 23,362 |
Vehicles | ||
Fixed assets at cost | $11,912 | $11,912 |