Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Jul. 07, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | ROADSHIPS HOLDINGS, INC. | ||
Entity Central Index Key | 1,389,067 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2014 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Public Float | $ 116,130 | ||
Entity Common Stock, Shares Outstanding | 2,987,633,430 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $ 407 | $ 196 |
Total current assets | 407 | 196 |
Property, plant and equipment, net of accumulated depreciation of $123,245 and $119,889 as of December 31, 2014 and 2013, respectively | 7,960 | 3,221 |
TOTAL ASSETS | 8,367 | 3,417 |
LIABILITIES | ||
Accounts payable and accrued expenses | 38,924 | 17,840 |
Accounts payable - related party | 556 | 566 |
Accrued interest - related party | 329 | 2,148 |
Loans - related party | 187,745 | $ 37,115 |
Short-term notes payable | 4,063 | |
Total current liabilities | 231,617 | $ 57,669 |
TOTAL LIABILITIES | 231,617 | 57,669 |
STOCKHOLDERS' DEFICIT | ||
Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, 1 share outstanding at December 31, 2014 and 2013 | $ 1 | 1 |
Series B Convertible Preferred Stock, par value $0.00001. 10,000,000 shares authorized, 0 and 39,312 shares outstanding at December 31, 2014 and 2013, respectively | 4 | |
Common stock, $0.00001 par value. Three billion shares authorized. 2,987,633,430 issued and outstanding at December 31, 2014 and 2013. | $ 29,876 | 29,876 |
Additional paid in capital | 32,661,562 | 32,759,839 |
Accumulated deficit | (32,909,787) | (32,832,647) |
Effect of foreign currency translation | (4,902) | (11,325) |
TOTAL STOCKHOLDERS' DEFICIT | (223,250) | (54,252) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 8,367 | $ 3,417 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Accumulated depreciation of property, plant and equipment | $ 123,245 | $ 119,889 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,987,633,430 | 2,987,633,430 |
Common stock, shares outstanding | 2,987,633,430 | 2,987,633,430 |
Series A Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4 | 4 |
Preferred stock, shares outstanding | 1 | 1 |
Series B Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 39,312 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING EXPENSES | ||
General and administrative | $ 71,008 | $ 2,573,110 |
Depreciation | 3,592 | 7,066 |
Total operating expenses | 74,600 | 2,580,176 |
Operating loss | (74,600) | (2,580,176) |
OTHER INCOME / (EXPENSE) | ||
Interest expense | $ (2,540) | (2,307) |
Loss on extinguishment of debt | (24,476,829) | |
Total other | $ (2,540) | (24,479,136) |
Net loss | (77,140) | (27,059,312) |
Effect of foreign currency exchange | 6,423 | (11,325) |
Net comprehensive loss | $ (70,717) | $ (27,070,637) |
Net loss per common share - basic and diluted | $ 0 | $ (0.01) |
Weighted average shares outstanding | 2,987,633,430 | 2,412,839,909 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Preferred Stock Series A | Preferred Stock Series B | Accumulated Other Comprehensive Income | Additional Paid In Capital | Accumulated Deficit | Total |
Beginning Balance of Shares at Dec. 31, 2012 | 187,633,430 | ||||||
Beginning Balance of Amount at Dec. 31, 2012 | $ 1,876 | $ 5,451,992 | $ (5,773,335) | $ (133,710) | |||
Common shares issued for debt reduction, Share | 2,300,000,000 | ||||||
Common shares issued for debt reduction, Amount | $ 23,000 | 22,977,000 | 23,000,000 | ||||
Stock based compensation, Shares | 500,000,000 | ||||||
Stock based compensation, Amount | $ 5,000 | 2,546,985 | 2,551,985 | ||||
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 | $ (11,325) | (11,325) | |||||
Net loss | (27,059,312) | (27,059,312) | |||||
Ending Balance of Shares at Dec. 31, 2013 | 2,987,633,430 | 1 | 39,312 | ||||
Ending Balance of Amount at Dec. 31, 2013 | $ 29,876 | $ 1 | $ 4 | (11,325) | $ 32,759,839 | $ (32,832,647) | (54,252) |
Common shares issued for debt reduction, Amount | 23,000,000 | ||||||
Foreign currency translation adjustment | $ 6,423 | ||||||
Preferred shares exchanged for debt, Shares | (39,312) | ||||||
Preferred shares exchanged for debt, Amount | $ (4) | $ (98,277) | (98,281) | ||||
Net loss | $ (77,140) | (77,140) | |||||
Ending Balance of Shares at Dec. 31, 2014 | 2,987,633,430 | 1 | |||||
Ending Balance of Amount at Dec. 31, 2014 | $ 29,876 | $ 1 | $ (4,902) | $ 32,661,562 | $ (32,909,787) | $ (223,250) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (77,140) | $ (27,059,312) |
Depreciation expense | $ 3,592 | 7,066 |
Stock-based compensation | 2,551,985 | |
Loss on conversion of debt | 24,476,829 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | $ 18,814 | (13,107) |
Accounts payable - related party | (1,829) | (72) |
Accrued expense | (1,796) | 2,003 |
Net cash used in operating activities | (58,359) | $ (34,608) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Property, plant and equipment acquisitions | (8,095) | |
Net cash used in investing activities | (8,095) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash proceeds from related-party loan | 68,023 | $ 61,249 |
Cash proceeds from notes payable | 4,063 | |
Principal payments on related-party loans | (11,844) | $ (15,426) |
Net cash provided by financing activities | 60,242 | 45,823 |
Effect of foreign exchange transactions | 6,423 | (11,325) |
Net increase/(decrease) in cash | 211 | (110) |
Cash and equivalents - beginning of period | 196 | 306 |
Cash and equivalents - end of period | 407 | $ 196 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | $ 1,982 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Notes payable conversion into common shares - related party | $ 23,000 | |
Notes payable conversion into preferred shares - related party | $ 98,281 | |
Conversion of preferred share to related-party note payable | $ 98,281 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
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. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation The Company's financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Principles of Consolidation Our consolidated financial statements include Roadships Holdings, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual amounts could differ significantly from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2014 and 2013. 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 December 31, 2014 and 2013, we had $500 and $220 Australian Dollars, respectively ($407 and $196 US Dollars, respectively) deposited into Australian banks. Earnings Per Share Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. Fair Value of Financial Instruments We adopted the Financial Accounting Standards Board's (FASB) Accounting Codification Standard No. 820 ("ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Following table represents our assets and liabilities at December 31, 2014 and 2013 by level measured at fair value on a recurring basis: The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2014 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - Income Taxes We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 7 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2014 and 2013. Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation -- Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 3 - Going Concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $58,359 and $34,608 for the years ended December 31, 2014 and 2013, respectively, recurring losses, and negative working capital at December 31, 2014 and 2013. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | For the years ended December 31, 2014 and 2013, certain related parties made cash payments to the Company of $68,023 and $61,249, respectively and the Company made cash payments to the related parties of $11,844 and $15,426, respectively. These loans are made pursuant to a Promissory Note (the "Note") with simple interest payable at 5% on un-matured amounts. The Note is callable by the maker at any time, after which, if not paid, the interest rate increases to 10%. We accrued interest of $1,819 and $2,418 for the year ended December 31, 2014 and 2013, respectively and made cash interest payments of $1,796 and $0, respectively, during those fiscal years. 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 grant-date fair values based on the closing stock price, recording an increase to Common Stock and Additional Paid in Capital collectively of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on conversion of debt of $22,977,000. 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. The value assigned to the preferred shares was derived from a model generated by an independent valuation expert that specializes in valuing equity instruments with no quoted markets. The Company recorded increases to Preferred Stock and Additional Paid in Capital collectively of $1,598,110, a reduction in debt of $98,281 and a loss on conversion of $1,499,829. On December 9, 2014, we redeemed the 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. We valued the shares at their fair values on the date of their conversion to this promissory note and valued the shares at $2,914,843. Because the transaction was with a related party, we recorded the removal of the Series B shares by recording a liability in the amount of $98,281, and reducing the par value of the shares and Additional Paid in Capital by $4 and $98,277, respectively, recording no gain on the conversion. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 5 - Capital Structure | Common Stock At December 31, 2012, we had 187,633,430 shares outstanding. During the twelve months ended December 31, 2013, we issued the following shares: · 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 grant-date fair values based on the closing stock price, recording an increase to Common Stock and Additional Paid in Capital collectively of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on conversion of debt of $22,977,000. · 500,000,000 shares for services of five consultants with whom we had contracted for services during the first quarter of 2013. We valued the shares at their grant date fair values based on the closing stock price, recorded an increase in Capital Stock and Additional Paid in Capital collectively of $2,500,000. We issued no common shares during the year ended December 31, 2014. 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 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 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 $.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. 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. The value assigned to the preferred shares was derived from a model generated by an independent valuation expert that specializes in valuing equity instruments with no quoted markets. The Company recorded increases to Preferred Stock and Additional Paid in Capital collectively of $1,598,110, a reduction in debt of $98,281 and a loss on conversion of $1,499,829. On December 9, 2014, we redeemed the 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. We valued the shares at their fair values on the date of their conversion to this promissory note and valued the shares at $2,914,843. Because the transaction was with a related party, we recorded the removal of the Series B shares by recording a liability in the amount of $98,281, and reducing the par value of the shares and Additional Paid in Capital by $4 and $98,277, respectively, recording no gain on the conversion. Options Awards 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). In addition to the 10 million options vesting in 2012, 10 million options vested as follows: · 5 million options to our Chief Financial Officer vested on April 19, 2013. · 5 million options to our Chief Executive Officer vested on July 2, 2013. All 20 million of these options expired during the year ended December 31, 2014. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 6 - Property, Plant and Equipment | At December 31, 2014 and 2013, property, plant and equipment were comprised of the following: 12/31/14 12/31/13 Office furniture $ 95,931 $ 87,836 Equipment 23,362 23,362 Vehicles 11,912 11,912 Total property, plant and equipment 131,205 123,110 Less: accumulated depreciation (123,245 ) (119,889 ) Total property, plant and equipment (net) $ 7,960 $ 3,221 We acquired the majority of these assets when we acquired Roadships Freight Pty Ltd (formerly Endeavour Logistics Pty Ltd) ("Roadships Freight"), our wholly owned subsidiary in Australia. The assets were acquired by Roadships Freight from our Chairman and CEO, Michael Nugent who, at the time Roadships Holdings acquired Roadships Freight, owned 100% of the outstanding common stock of Roadships Freight. The assets consisted of office furniture and equipment, equipment and vehicles and are recorded at the historical cost of Mr. Nugent. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 7 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 2014 2013 Net operating loss carry-forward 1,080,559 1,003,419 Deferred tax asset at 39% $ 421,418 $ 391,333 Valuation allowance (421,418 ) (391,333 ) Net future income taxes $ - $ - In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized. Our tax loss carry-forwards will begin to expire in 2022. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 8 - Debt | For the years ended December 31, 2014 and 2013, our Chief Executive Officer, Micheal Nugent, made cash payments to the Company of $68,023 and $61,249, respectively and the Company made cash payments to Mr. Nugent of $11,844 and $15,426, respectively. These loans are made pursuant to a Promissory Note (the "Note") with simple interest payable at 5% on un-matured amounts. The Note is callable by the maker at any time, after which, if not paid, the interest rate increases to 10%. We accrued interest of $1,819 and $2,418 for the year ended December 31, 2014 and 2013, respectively and made cash interest payments of $1,796 and $0, respectively, during those fiscal years. At December 31, 2014 and 2013, Mr. Nugent is owed principal of $187,745 and $37,115, respectively, and unpaid interest of $329 and $2,148, respectively. 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 grant-date fair values based on the closing stock price, recording an increase to Common Stock and Additional Paid in Capital collectively of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on conversion of debt of $22,977,000. 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. The value assigned to the preferred shares was derived from a model generated by an independent valuation expert that specializes in valuing equity instruments with no quoted markets. The Company recorded increases to Preferred Stock and Additional Paid in Capital collectively of $1,598,110, a reduction in debt of $98,281 and a loss on conversion of $1,499,829. On February 21, 2014, we issued a AU$5,000 promissory note (US$4,063 at December 31, 2014) in exchange for cash in Australian dollars. The note bears interest at 5% and is callable by the lender at any time. The Company has ten days after notification of the call of the note to pay unpaid interest and principal after which, if not paid, the note is considered to be in default. The default interest rate for the note is 10%. On December 9, 2014, we redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our Chief Executive Officer, by issuing a promissory note in the amount of $98,281. The promissory note is due December 31, 2015 and bears interest at 5%. As of December 31, 2014, the Company had made no principal or interest payments and has accrued $296 in interest. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | On January 15, 2015, the Company redeemed the Series A Share from Micheal Nugent for $1.00. There were no other shares of Series "A" Preferred Stock outstanding at the time of the redemption. On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust (the "Trust"), entered into a Common Stock Repurchase Agreement (the "Repurchase Agreement"), whereby the Trust agreed to sell 1,796,571,210 shares of the Registrant's common stock (the "Repurchased Shares") to the Registrant in exchange for the sum of $17,966. The Consideration was paid in the form of $3,653 cash from the Registrant and secured by a non-interest bearing demand note issued by the Registrant for $14,313. The Repurchased Shares will be held in treasury by and in the name of the Registrant. On April 22, 2015, the Registrant entered into a Share Exchange Agreement ("SEA") with Click Evidence Inc. ("Click"), an Arizona corporation, and certain shareholders of Click, whereby the Selling Shareholders agreed to sell not less than 90% of all 14,146,230 of the issued and outstanding shares of Click common stock to the Registrant in exchange for restricted shares of the Registrant's common stock (the "Share Exchange"). Under the terms and subject to the provisions of the SEA, each of the Selling Shareholders will receive 126 and a fraction restricted shares of Roadships common stock for each share of Click common stock sold to the Registrant, and a change of officers would be implemented. On May 21, 2015, this SEA transaction was closed, accompanied with the resignation of Robert McClelland as Vice President but remaining as a director, the resignation of Micheal Nugent as President, CEO, CFO and Chief Accounting Officer but remaining as a director, and the appointment of Jon N Leonard as President, CEO, CFO and Chief Accounting Officer, and as a director and Chairman of the Board. We have evaluated subsequent events through the date of this report. |
Basis of Presentation and Sum16
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The Company's financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
Principles of Consolidation | Our consolidated financial statements include Roadships Holdings, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual amounts could differ significantly from these estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2014 and 2013. |
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 December 31, 2014 and 2013, we had $500 and $220 Australian Dollars, respectively ($407 and $196 US Dollars, respectively) deposited into Australian banks. |
Earnings Per Share | Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. |
Fair Value of Financial Instruments | We adopted the Financial Accounting Standards Board's (FASB) Accounting Codification Standard No. 820 ("ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Following table represents our assets and liabilities at December 31, 2014 and 2013 by level measured at fair value on a recurring basis: The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2014 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - |
Income Taxes | We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 7 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2014 and 2013. |
Recent Accounting Pronouncements | In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation -- Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Tables | |
Fair value on a recurring basis | The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2014 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 on a recurring basis: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property Plant And Equipment Tables | |
Schedule of Property, Plant and Equipment | 12/31/14 12/31/13 Office furniture $ 95,931 $ 87,836 Equipment 23,362 23,362 Vehicles 11,912 11,912 Total property, plant and equipment 131,205 123,110 Less: accumulated depreciation (123,245 ) (119,889 ) Total property, plant and equipment (net) $ 7,960 $ 3,221 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes Tables | |
Components of income tax expense | 2014 2013 Net operating loss carry-forward 1,080,559 1,003,419 Deferred tax asset at 39% $ 421,418 $ 391,333 Valuation allowance (421,418 ) (391,333 ) Net future income taxes $ - $ - |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) None in scaling factor is -9223372036854775296 | Dec. 31, 2014 | Dec. 31, 2013 |
Total Realized Loss | ||
Level 1 [Member] | ||
Total Realized Loss | ||
Level 2 [Member] | ||
Total Realized Loss | ||
Level 3 [Member] | ||
Total Realized Loss |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deposits in Bank | $ 407 | $ 196 |
Subsidiaries- Australia | ||
Deposits in Bank | $ 500 | $ 220 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern Details Narrative | ||
Net cash used in operating activities | $ (58,359) | $ (34,608) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions Details Narrative | ||
Cash proceeds from shareholder loans | $ 68,023 | $ 61,249 |
Cash payments to related parties | $ 11,844 | $ 15,426 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) | 12 Months Ended |
Dec. 31, 2014shares | |
Capital Details Narrative | |
Options expired | 20,000,000 |
Property, Plant and Equipment25
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Total property, plant and equipment | $ 131,205 | $ 123,110 |
Less: accumulated depreciation | (123,245) | (119,889) |
Total property, plant and equipment (net) | 7,960 | 3,221 |
Office furniture | ||
Total property, plant and equipment | 95,931 | 87,836 |
Equipment | ||
Total property, plant and equipment | 23,362 | 23,362 |
Vehicles | ||
Total property, plant and equipment | $ 11,912 | $ 11,912 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details | ||
Net operating loss carry-forward | $ 1,080,559 | $ 1,003,419 |
Deferred tax asset at 39% | 421,418 | 391,333 |
Valuation allowance | $ (421,418) | $ (391,333) |
Net future income taxes |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Details Narrative | ||
Accrued interest - related party | $ 1,819 | $ 2,418 |
Cash proceeds from shareholder loans | 68,023 | 61,249 |
Cash payments to related parties | 11,844 | 15,426 |
Principal payaments | 187,745 | 37,115 |
Interest payaments | 1,796 | 0 |
Unpaid interest | $ 329 | $ 2,148 |