Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Sep. 08, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | ROADSHIPS HOLDINGS, INC. | |
Entity Central Index Key | 1,389,067 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
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? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,987,633,430 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 10,249 | $ 23,705 |
Other current assets | 2,000 | |
Total current assets | 12,249 | $ 23,705 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $942 and $0 as of June 30, 2015 and December 31, 2014, respectively | 7,470 | |
TOTAL ASSETS | 19,719 | $ 23,705 |
LIABILITIES | ||
Accounts payable and accrued expenses | 114,626 | $ 5,016 |
Bank overdraft | 89 | |
Accounts payable - related party | 676 | |
Accrued interest - related party | 3,661 | |
Loans from related parties | 204,196 | |
Convertible note payable, related party | 22,000 | $ 23,500 |
Convertible notes payable | 134,951 | |
Short-term notes payable | 16,847 | |
Total current liabilities | 497,046 | $ 28,516 |
TOTAL LIABILITIES | 497,046 | 28,516 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value. Three billion shares authorized. 2,987,633,430 and 1,184,906,041 shares issued and outstanding at June 30, 2015 and December 31, 2014 | 29,876 | 11,848 |
Additional paid in capital | $ 1,127,613 | 1,441,712 |
Common stock payable | 26,667 | |
Accumulated deficit | $ (1,700,381) | $ (1,485,038) |
Other Comprehensive Income | 65,565 | |
TOTAL STOCKHOLDERS' EQUITY | (477,327) | $ (4,811) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 19,719 | $ 23,705 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Accumulated depreciation of property, plant and equipment | $ 942 | $ 0 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 2,987,633,430 | 1,184,906,041 |
Common stock, shares outstanding | 2,987,633,430 | 1,184,906,041 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
OTHER INCOME / (EXPENSE) | ||
Interest expense | $ 963 | |
Predecessor [Member] | ||
OPERATING EXPENSES | ||
General and administrative | $ 6,721 | $ 9,109 |
Depreciation | ||
Total operating expenses | $ 6,721 | $ 9,109 |
Operating income / (loss) | (6,721) | (9,109) |
OTHER INCOME / (EXPENSE) | ||
Interest expense | (487) | (963) |
Total other | (487) | (963) |
Net loss | $ (7,208) | $ (10,072) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Effect of foreign currency exchange | ||
Net comprehensive loss | $ (7,208) | $ (10,072) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding | 1,120,191,667 | 1,165,757,363 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY / (DEFICIT) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Other Comprehensive Income (Loss) | Stock Payable | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 1,114,155,564 | |||||
Beginning Balance, Amount at Dec. 31, 2013 | $ 11,140 | $ 1,236,870 | $ 650 | $ (1,250,701) | $ (2,041) | |
Shares issued for cash, net of issue costs, Shares | 1,463,765 | |||||
Shares issued for cash, net of issue costs, Amount | $ 15 | $ 24,610 | 24,625 | |||
Accrual of stock for services | $ 26,667 | 26,667 | ||||
Shares issued for services, Shares | 69,286,712 | |||||
Shares issued for services, Amount | $ 693 | $ 178,312 | $ (650) | 178,355 | ||
Imputed interest | $ 1,920 | 1,920 | ||||
Net loss | $ (234,337) | (234,337) | ||||
Ending Balance, Shares at Dec. 31, 2014 | 1,184,906,041 | |||||
Ending Balance, Amount at Dec. 31, 2014 | $ 11,848 | $ 1,441,712 | $ 26,667 | $ (1,485,038) | $ (4,811) | |
Shares issued for services, Shares | 6,156,179 | 6,156,179 | ||||
Shares issued for services, Amount | $ 62 | 73,539 | $ (26,667) | $ 46,934 | ||
Imputed interest | 1,629 | 1,629 | ||||
Effect of reverse merger, May 21, 2015, Shares | 1,796,571,210 | |||||
Effect of reverse merger, May 21, 2015, Amount | $ 17,966 | $ (389,267) | (371,301) | |||
Effect of foreign currency exchange | $ 65,565 | 65,565 | ||||
Net loss | $ (215,343) | (215,343) | ||||
Ending Balance, Shares at Jun. 30, 2015 | 2,987,633,430 | |||||
Ending Balance, Amount at Jun. 30, 2015 | $ 29,876 | $ 1,127,613 | $ 65,565 | $ (1,700,381) | $ (477,327) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Loss | $ (215,343) | $ (234,337) | |||
Imputed interest | 1,629 | 1,920 | |||
Successor [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Loss | $ (176,214) | (215,343) | |||
Depreciation expense | 269 | 269 | |||
Stock-based compensation | 46,934 | ||||
Imputed interest | 1,629 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (2,000) | ||||
Accounts payable and accrued expenses | (25,846) | ||||
Net cash used in operating activities | (178,530) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Cash acquired in reverse merger | 38,719 | ||||
Net cash used in investing activities | 38,719 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from convertible notes payable | 58,775 | ||||
Principal payments on related-party loans | 17,847 | ||||
Net cash provided by financing activities | 76,622 | ||||
Effect of foreign exchange transactions | 65,565 | ||||
Net increase/(decrease) in cash | (13,456) | ||||
Cash and equivalents - beginning of period | 23,705 | ||||
Cash and equivalents - end of period | $ 10,249 | 10,249 | 23,705 | ||
SUPPLEMENTARY INFORMATION | |||||
Cash paid for interest | $ 269 | ||||
Cash paid for income taxes | |||||
Predecessor [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Loss | $ (7,208) | $ (10,072) | |||
Depreciation expense | |||||
Stock-based compensation | $ 10,380 | ||||
Imputed interest | $ 963 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | |||||
Accounts payable and accrued expenses | $ (870) | ||||
Net cash used in operating activities | $ 401 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Cash acquired in reverse merger | |||||
Net cash used in investing activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from convertible notes payable | |||||
Principal payments on related-party loans | |||||
Net cash provided by financing activities | |||||
Effect of foreign exchange transactions | |||||
Net increase/(decrease) in cash | $ 401 | ||||
Cash and equivalents - beginning of period | 23,329 | $ 23,329 | |||
Cash and equivalents - end of period | $ 23,731 | $ 23,731 | |||
SUPPLEMENTARY INFORMATION | |||||
Cash paid for interest | |||||
Cash paid for income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 1 - Organization and Nature of Business | History The Company adopted the accounting acquirers year end, December 31. Our Business The Company has two divisions: a Technology Division reflecting the acquisition of Click and a Transport Division, reflecting the Companys historical business. Technology Division The Technology division is headed by Click CEO and founder, Dr. Jon N Leonard. The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival seemingly from out of nowhere- of wholly new business universes. Click is developing a system branded KlickZie aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others. The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos. Ongoing Transport Division The Transport Division is headed by Roadships Holdings founder, Micheal Nugent. The division operates in the short-sea and ground freight transport industry sectors. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 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 June 30, 2015. 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, 2014, as reported in Form 10-K filed with the Securities and Exchange Commission on July 9, 2015. 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. Reverse Merger and Successor / Predecessor Presentation On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones (See Note 7). Because the shareholders of Click collectively control the Company immediately after the transaction, we deemed the transaction a reverse merger for accounting purposes. In a reverse merger, Click is considered the acquirer and Roadships Holdings is considered the acquiree. Therefore, financial history of Click is presented instead of that of Roadships Holdings, Inc. From May 21, 2015 forward, the financial statements are those of Roadships Holdings, Inc. with all previously reported subsidiary activity and including the activity of Click. 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 assets useful life. Foreign Currency Risk We currently have two subsidiaries operating in Australia. At June 30, 2015 and December 31, 2014, we had $2,512 and $500 Australian Dollars, respectively ($1,924 and $407 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 and six months ended June 30, 2015 as the effect of our potential common stock equivalents would be anti-dilutive. Recent Accounting Pronouncements 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 |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 3 - Going Concern | We have not begun our core operations in the short-sea and ground freight industries, nor in the technology industry 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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | For the six months ended June 30, 2015 and 2014, we had the following transactions with the Twenty Second Trust (the Trust), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent: · We received $31,100 and $11,495, respectively, in cash loans to pay operating expenses and repaid $27,105 and $7,195, respectively, in principal. · We accrued $2,362 and $1,032, respectively, in interest payable to the Trust and paid $1,817 and $0, respectively, in interest payments. · On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note. According to our agreement with Mr. Nugent, 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 June 30, 2015 is $87,849 and $905, respectively, for principal and interest. On December 9, 2014, we redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our then 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% (see Note 5). On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N Leonard (Jon) under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. Under this agreement and its enlargement amendment (an amendment enlarging the amount of money that can be borrowed) the Company borrowed $28,000 from Jon between May 30, 2013 and October 31, 2013, and repaid Jon $3,500 of the $28,000 in cash between December 11, 2013 and December 31, 2013, leaving an unpaid balance on this note of $24,500 at December 31, 2013. On August 28, 2014, the Company repaid in cash an additional $1,000 on the note, and on January 5, 2015, an additional principal payment was made in the amount of $1,500, leaving an unpaid balance at June 30, 2015 of $22,000. During the six months ended June 30, 2015, the Company repaid an additional $1,500 to Dr. Leonard. At June 30, 2015, the Company still owes $22,000 on this note to Dr. Leonard. The terms of the note provide that at the Companys option, the Company may make repayments in stock, at a fixed share price of $1.00 per share. Also, because this loan is a no interest loan an imputed interest expense of $752 and $963 was recorded as additional paid-in capital for the six months ended June 30, 2015 and 2014, respectively. The Company evaluated Dr. Leonards note for the existence of a beneficial conversion feature and determined that none existed. |
Capital
Capital | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 5 - Capital | At December 31, 2014, we had 1,184,906,041 common shares issued and outstanding from a total of three billion authorized. On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note. During the six months ended June 30, 2015, we issued 6,156,179 shares for services to several consultants according to our agreements with them. We valued these shares at the pre-merger valuation which was based on private equity raises done in 2013 and 2014 ($0.012 per share) and recorded an increase in Capital Stock and Additional Paid in Capital of $73,600. Included in these shares were shares promised and accrued for before December 31, 2014. We therefore reduced Common Stock Payable by $26,667 to zero at June 30, 2015. On May 21, 2015, we issued 1,796,571,210 common shares to the shareholders of Click Evidence, Inc. in exchange for all the issued and outstanding shares of that Company (see Note 7), effecting the merger between Click and Roadships. 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 $0.0001 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 $0.0001 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 $0.0001per 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 managements interpretation of the Company bylaws and Certificate of Designation. There are no Series A or B Convertible Preferred Stock outstanding at June 30, 2015. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 6 - Property, Plant and Equipment | Property, Plant and Equipment consists principally of office furniture and fixtures. Balances at June 30, 2015 and December 31, 2014 are as follows: 06/30/15 12/31/14 (Unaudited) (Audited) Office equipment $ 8,412 $ - Total fixed assets at cost 8,412 - Less: accumulated depreciation (942 ) - Net fixed assets $ 7,470 $ - |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - Business Combination | On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones. Under the terms of the Acquisition, we issued 1,796,571,209 shares of our common stock from treasury in exchange for 14,239,705 shares of Click common stock . As a result of the Acquisition, Click has become a wholly-owned subsidiary of the Registrant. The Roadships shares were issued by the Registrant at a deemed price of $0.0012 per share to 16 Click shareholders (the Click Shareholders) on the basis of 83.644 Roadships shares for each of the issued and then outstanding Click Shares. The number of Roadships shares issued for the Click Shares was determined by negotiation between the parties to the Acquisition and was approved by our board of directors as being fair and in the best interest of the Registrant. As a result of the issuance of the Roadships shares, Dr. Jon N. Leonard, the President, Chief Executive Officer and a director of Click, has acquired sole voting and investment control over 1,387,829,545 shares of Roadships common stock, representing 46.4% voting control of the Registrant. At the time of the Acquisition, Dr. Leonard directly owned 10,000,000 Click Shares and had sole voting and investment control over a further 1,000,000 Click Shares. We deemed the transaction a reverse merger and recorded no goodwill. Assets and liabilities of Click Evidence are as follows: Fair value of assets and liabilities obtained from Click Evidence Cash $ 10,597 Other current assets 2,000 Shareholder note payable (22,000 ) Net liabilities acquired $ (9,403 ) Upon merging the two companies, we closed all historical operating results prior to the reverse merger date of May 21, 2015 of Roadships and consolidated subsidiaries to Additional Paid in Capital. Operating results and cash flows and historical equity presented in this report and subsequent reports will be that of Click Evidence, Inc. A summary of pro-forma financial information for the years ended December 31, 2014 and 2013 are as follows: Year Ended December 31, 2014 2013 Total assets $ 32,072 $ 26,746 Total liabilities 260,133 83,039 Total stockholders' deficit (228,061 ) (56,293 ) Net loss (311,477 ) (27,286,649 ) Other comprehensive income (loss) 6,423 (11,325 ) Net comprehensive loss (305,054 ) (27,297,974 ) Weighted average shares outstanding (basic and diluted) 2,987,633,430 2,412,838,909 Net loss per share (basic and diluted) (0.00 ) (0.01 ) |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 8 - Segment Reporting | The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision makers in assessing performance and determining the allocation of resources. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following: · the products sold and/or services provided by the segment; · the manufacturing process; · the type or class of customer for the products or services; · the distribution method; and · any external regulatory requirements. Types of products and services by segment Technology Division The Technology division is headed by Click CEO and founder, Dr. Jon N Leonard. The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival seemingly from out of nowhere- of wholly new business universes. Click is developing a system branded "KlickZie" aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others. The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos. Ongoing Transport Division The Transport Division is headed by Roadships Holdings founder, Micheal Nugent. The division operates in the short-sea and ground freight transport industry sectors. Basis of Accounting for Purposes of Reporting by Operating Segment Accounting policies adopted All amounts reported to the Board of Directors, being the chief operating decision makers with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. Intersegment transactions All intersegment sales are eliminated. Intercompany accounts are eliminated upon consolidation. Segment assets Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identifiable on the basis of their nature and physical location. Segment liabilities Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings. Segment information Both segments have yet to record revenues. Components of our net loss for the three and six months ended June 30, 2015 is as follows: Six Months Ended June 30, 2015 Technology Transport Total Operating expenses General and administrative $ 145,704 $ 64,752 $ 210,456 Depreciation 269 - 269 Total operating expenses 145,973 64,752 210,725 Operating income/(loss) (145,973 ) (64,752 ) (210,725 ) Other income/(expense) Interest expense (1,130 ) (3,488 ) (4,618 ) Total other (1,130 ) (3,488 ) (4,618 ) Net loss (147,103 ) (68,240 ) (215,343 ) Other comprehensive income (loss) Effect of foreign currency exchange - 65,565 65,565 Net comprehensive loss $ (147,103 ) $ (2,675 ) $ (149,778 ) Three Months Ended June 30, 2015 Technology Transport Total Operating expenses General and administrative $ 107,013 $ 64,752 $ 171,765 Depreciation 269 - 269 Total operating expenses 107,282 64,752 172,034 Operating income/(loss) (107,282 ) (64,752 ) (172,034 ) Other income/(expense) Interest expense (692 ) (3,488 ) (4,180 ) Total other (692 ) (3,488 ) (4,180 ) Net loss (107,974 ) (68,240 ) (176,214 ) Other comprehensive income (loss) Effect of foreign currency exchange - 65,565 65,565 Net comprehensive loss $ (107,974 ) $ (2,675 ) $ (110,649 ) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 9 - Debt | Our debt in certain debt categories went from $191,808 at December 31, 2014 to $377,994 at June 30, 2015 as follows: 12/31/14 06/30/15 Loans from related parties $ - $ 204,196 Convertible note payable, related party 23,500 22,000 Convertible notes payable - 134,951 Short-term notes payable - 16,847 $ 23,500 $ 377,994 Loans from related parties On December 9, 2014, Roadships Holdings, Inc. redeemed 39,312 shares of Series B Convertible Preferred Stock issued in 2013 to our then 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 have accrued $2,460 and $296 in interest in this note through June 30, 2015 and December 31, 2014, respectively. At June 30, 2015, the entire principal amount of $98,281 and interest of $2,756 remains unpaid. On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note. The note bears no interest and is callable by the maker at any time. At June 30, 2015, we still owe $17,966 on this note. During the six months ended June 30, 2015, we borrowed $31,100 from the 22 nd nd nd Convertible note payable, related party On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N Leonard ("Jon") under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. Under this agreement and its enlargement amendment (an amendment enlarging the amount of money that can be borrowed) the Company borrowed $28,000 from Jon between May 30, 2013 and October 31, 2013, and repaid Jon $3,500 of the $28,000 in cash between December 11, 2013 and December 31, 2013, leaving an unpaid balance on this note of $24,500 at December 31, 2013. On August 28, 2014, the Company repaid in cash an additional $1,000 on the note, and on January 5, 2015, an additional principal payment was made in the amount of $1,500, leaving an unpaid balance at June 30, 2015 of $22,000. We evaluated this instrument for the existence of a beneficial conversion feature and determined that none existed. Convertible notes payable During the six months ended June 30, 2015, we borrowed AU$176,225 (about $136,187) from 28 accredited investors in Australia. These promissory notes can be converted into shares of our common stock at the rate of $0.01 per share (the aggregate of which shares convertible is 17,622,500). These notes are callable by the makers at any time and contain no interest provision. We imputed interest of $187 to the date of the merger (May 21, 2015) and $752 from May 22, 2015 to June 30, 2015. We evaluated these instruments for the existence of beneficial conversion features and determine that none existed. Short-term notes payable We borrowed AU$17,000 (about US$13,453) from two creditors in Australia. The debt is not evidenced by a promissory note and is callable by the maker at any time. These amounts are still outstanding at June 30, 2015. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 10 - Subsequent Events | We have evaluated subsequent events through the date of this report. |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Policies | |
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 June 30, 2015. 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, 2014, as reported in Form 10-K filed with the Securities and Exchange Commission on July 9, 2015. 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. |
Reverse Merger and Successor / Predecessor Presentation | On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones (See Note 7). Because the shareholders of Click collectively control the Company immediately after the transaction, we deemed the transaction a reverse merger for accounting purposes. In a reverse merger, Click is considered the acquirer and Roadships Holdings is considered the acquiree. Therefore, financial history of Click is presented instead of that of Roadships Holdings, Inc. From May 21, 2015 forward, the financial statements are those of Roadships Holdings, Inc. with all previously reported subsidiary activity and including the activity of Click. |
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 assets useful life. |
Foreign Currency Risk | We currently have two subsidiaries operating in Australia. At June 30, 2015 and December 31, 2014, we had $2,512 and $500 Australian Dollars, respectively ($1,924 and $407 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 and six months ended June 30, 2015 as the effect of our potential common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements | 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 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property Plant And Equipment Tables | |
Schedule of Property, Plant and Equipment | Property, Plant and Equipment consists principally of office furniture and fixtures. Balances at June 30, 2015 and December 31, 2014 are as follows: 06/30/15 12/31/14 (Unaudited) (Audited) Office equipment $ 8,412 $ - Total fixed assets at cost 8,412 - Less: accumulated depreciation (942 ) - Net fixed assets $ 7,470 $ - |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combination Tables | |
Purchase consideration and assets and liabilities | Assets and liabilities of Click Evidence are as follows: Fair value of assets and liabilities obtained from Click Evidence Cash $ 10,597 Other current assets 2,000 Shareholder note payable (22,000 ) Net liabilities acquired $ (9,403 ) |
A summary of pro-forma financial information | A summary of pro-forma financial information for the years ended December 31, 2014 and 2013 are as follows: Year Ended December 31, 2014 2013 Total assets $ 32,072 $ 26,746 Total liabilities 260,133 83,039 Total stockholders' deficit (228,061 ) (56,293 ) Net loss (311,477 ) (27,286,649 ) Other comprehensive income (loss) 6,423 (11,325 ) Net comprehensive loss (305,054 ) (27,297,974 ) Weighted average shares outstanding (basic and diluted) 2,987,633,430 2,412,838,909 Net loss per share (basic and diluted) (0.00 ) (0.01 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Tables | |
Components of net loss | Both segments have yet to record revenues. Components of our net loss for the three and six months ended June 30, 2015 is as follows: Six Months Ended June 30, 2015 Technology Transport Total Operating expenses General and administrative $ 145,704 $ 64,752 $ 210,456 Depreciation 269 - 269 Total operating expenses 145,973 64,752 210,725 Operating income/(loss) (145,973 ) (64,752 ) (210,725 ) Other income/(expense) Interest expense (1,130 ) (3,488 ) (4,618 ) Total other (1,130 ) (3,488 ) (4,618 ) Net loss (147,103 ) (68,240 ) (215,343 ) Other comprehensive income (loss) Effect of foreign currency exchange - 65,565 65,565 Net comprehensive loss $ (147,103 ) $ (2,675 ) $ (149,778 ) Three Months Ended June 30, 2015 Technology Transport Total Operating expenses General and administrative $ 107,013 $ 64,752 $ 171,765 Depreciation 269 - 269 Total operating expenses 107,282 64,752 172,034 Operating income/(loss) (107,282 ) (64,752 ) (172,034 ) Other income/(expense) Interest expense (692 ) (3,488 ) (4,180 ) Total other (692 ) (3,488 ) (4,180 ) Net loss (107,974 ) (68,240 ) (176,214 ) Other comprehensive income (loss) Effect of foreign currency exchange - 65,565 65,565 Net comprehensive loss $ (107,974 ) $ (2,675 ) $ (110,649 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Tables | |
Summary of debt | Our debt in certain debt categories went from $191,808 at December 31, 2014 to $377,994 at June 30, 2015 as follows: 12/31/14 06/30/15 Loans from related parties $ - $ 204,196 Convertible note payable, related party 23,500 22,000 Convertible notes payable - 134,951 Short-term notes payable - 16,847 $ 23,500 $ 377,994 |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative | ||
Deposits in Bank | $ 1,924 | $ 407 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Cash proceeds from shareholder loans | $ 31,100 | $ 11,495 | |
Cash payments to related parties | 27,105 | 7,195 | |
Accrued interest | 2,362 | $ 1,032 | |
Interest payable | 1,817 | $ 0 | |
Principal of related party | 87,849 | ||
Interest of related party | 905 | ||
Imputed interest expense | 752 | $ 963 | |
Dr. Leonard [Member] | |||
Company repaid an additional amount | 1,500 | ||
Company still owes amount | $ 22,000 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Capital Details Narrative | ||
Common stock, shares issued | 2,987,633,430 | 1,184,906,041 |
Common stock, shares outstanding | 2,987,633,430 | 1,184,906,041 |
Shares issued for services | 6,156,179 | |
Common stock payable | $ 26,667 |
Property, Plant and Equipment25
Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Total fixed assets at cost | $ 8,412 | |
Less: accumulated depreciation | (942) | $ 0 |
Net fixed assets | 7,470 | |
Office Equipment | ||
Total fixed assets at cost | $ 8,412 |
Business Combination (Details)
Business Combination (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value of assets and liabilities obtained from Click Evidence | ||
Cash | $ 10,597 | |
Other current assets | 2,000 | |
Shareholder note payable | (22,000) | $ (23,500) |
Net liabilities acquired | $ (9,403) |
Business Combination (Details 1
Business Combination (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination Details 1 | ||
Total assets | $ 32,072 | $ 26,746 |
Total liabilities | 260,133 | 83,039 |
Total stockholders' deficit | (228,061) | (56,293) |
Net loss | (311,477) | (27,286,649) |
Other comprehensive income (loss) | 6,423 | (11,325) |
Net comprehensive loss | $ (305,054) | $ (27,297,974) |
Weighted average shares outstanding (basic and diluted) | 2,987,633,430 | 2,412,838,909 |
Net loss per share (basic and diluted) | $ 0 | $ (0.01) |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other income / (expense) | |||||
Interest expense | $ 752 | $ 963 | |||
Net loss | (215,343) | $ (234,337) | |||
Other comprehensive income (loss) | |||||
Effect of foreign currency exchange | 65,565 | ||||
Net comprehensive loss | $ (305,054) | $ (27,297,974) | |||
Successor [Member] | |||||
Operating expenses | |||||
General and administrative | $ 171,765 | 210,456 | |||
Depreciation | 269 | 269 | |||
Total operating expenses | 172,034 | 210,725 | |||
Operating income / (loss) | (172,034) | (210,725) | |||
Other income / (expense) | |||||
Interest expense | (4,180) | (4,618) | |||
Total other | (4,180) | (4,618) | |||
Net loss | (176,214) | (215,343) | |||
Other comprehensive income (loss) | |||||
Effect of foreign currency exchange | 65,565 | 65,565 | |||
Net comprehensive loss | (110,649) | (149,778) | |||
Technology | |||||
Operating expenses | |||||
General and administrative | 107,013 | 145,704 | |||
Depreciation | 269 | 269 | |||
Total operating expenses | 107,282 | 145,973 | |||
Operating income / (loss) | (107,282) | (145,973) | |||
Other income / (expense) | |||||
Interest expense | (692) | (1,130) | |||
Total other | (692) | (1,130) | |||
Net loss | $ (107,974) | $ (147,103) | |||
Other comprehensive income (loss) | |||||
Effect of foreign currency exchange | |||||
Net comprehensive loss | $ (107,974) | $ (147,103) | |||
Transport | |||||
Operating expenses | |||||
General and administrative | $ 64,752 | $ 64,752 | |||
Depreciation | |||||
Total operating expenses | $ 64,752 | $ 64,752 | |||
Operating income / (loss) | (64,752) | (64,752) | |||
Other income / (expense) | |||||
Interest expense | (3,488) | (3,488) | |||
Total other | (3,488) | (3,488) | |||
Net loss | (68,240) | (68,240) | |||
Other comprehensive income (loss) | |||||
Effect of foreign currency exchange | 65,565 | 65,565 | |||
Net comprehensive loss | $ (2,675) | $ (2,675) |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Details | ||
Loans from related parties | $ 204,196 | |
Convertible note payable, related party | 22,000 | $ 23,500 |
Convertible notes payable | 134,951 | |
Short-term notes payable | 16,847 | |
Total Debt | $ 377,994 | $ 23,500 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Convertible note payable, related party | $ 22,000 | $ 23,500 |
Twenty Second Trust [Member] | ||
Amount owed | 17,966 | |
Borrowed | 31,100 | |
Repaid in principal | 27,105 | |
Accrued interest | 2,362 | |
Interest payments | 1,817 | |
Indebted principal amount | 87,849 | |
Indebted interest amount | 905 | |
Roadships Holdings, Inc. [Member] | ||
Unpaid principal amount | 98,281 | |
Unpaid interest | 2,756 | |
Accrued interest | 2,460 | $ 296 |
From 28 accredited investors [Member] | ||
Borrowed | 136,187 | |
Creditors [Member] | ||
Borrowed | $ 13,453 |