TAUTACHROME INC. - Annual Report: 2013 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission file number 333-141907

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

The aggregate market value of 580,649,020 shares held by non-affiliates as of June 30, 2013 is $174,195, based on the closing price of our stock on June 30, 2013.

As of March 20, 2015, the registrant had 2,987,633,430 shares of its common stock outstanding.

Documents Incorporated by reference: None.

ROADSHIPS HOLDINGS, INC.

FORM 10-K

For the Year Ended December 31, 2013

TABLE OF CONTENTS

PART I – Financial Information

Item 1. Business Factors

Information Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described below and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

History

Roadships Holdings, Inc (“Roadships”, “RDSH”, the “Company”, “we’ or “us”) was formed in Delaware on June 5, 2006 as Caddystats, Inc.

On March 3, 2009, the Company acquired all of the voting shares of Roadships Holdings, Inc., a Florida Corporation (“Roadships Florida”), and Roadships America, Inc., also a Florida Corporation (“Roadships Am”) in exchange for an aggregate of 16,025,000 shares of the Company’s common stock (the “Acquisitions”). Upon consummation of the Acquisitions, the Company changed its name to Roadships Holdings, Inc. As a result of the Acquisitions, Roadships Florida and Roadships Am became wholly-owned subsidiaries of the Company.

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 develop and accommodate organic growth within the Australia markets. On May 20, 2010, Endeavor Logistics Pty Ltd. was renamed as Roadships Freight Pty Ltd.

Government Regulation and Environmental Information

We expect that government regulations and laws will significantly affect the ownership and operation of our vessels. We will be subject to international conventions, national, state and local laws and regulations in force in the countries in which our vessels may operate or be registered. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

International Maritime Organization

The International Maritime Organization, or IMO (the United Nations agency for maritime safety and the prevention of pollution by ships), has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, which has been updated through various amendments, or the MARPOL Convention. The MARPOL Convention implements environmental standards including oil leakage or spilling, garbage management, as well as the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage and air emissions.

Air Emissions

In September 1997, the IMO adopted Annex VI to the MARPOL Convention, Regulations for the Prevention of Pollution from Ships, to address air pollution from vessels. Effective in May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits deliberate emissions of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions.

In October 2008, the IMO adopted amendments to Annex VI regarding nitrogen oxide and sulfur oxide emissions standards which are expected to enter into force on July 1, 2010. The amended Annex VI would reduce air pollution from vessels by, among other things, (i) implementing a progressive reduction of sulfur oxide, emissions from ships, with the global sulfur cap reduced initially to 3.50% (from the current cap of 4.50%), effective from January 1, 2012, then progressively to 0.50%, effective from January 1, 2020, subject to a feasibility review to be completed no later than 2018; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. Once these amendments become effective, we may incur costs to comply with these revised standards.

Safety Requirements

The IMO has also adopted the International Convention for the Safety of Life at Sea, or SOLAS Convention, and the International Convention on Load Lines, 1966, or LL Convention, which impose a variety of standards to regulate design and operational features of ships. SOLAS Convention and LL Convention standards are revised periodically.

Under Chapter IX of SOLAS, the requirements contained in the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, promulgated by the IMO, also affect our operations. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We intend to rely upon the safety management system that we will develop when we are operational.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code.

Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code by the applicable deadlines will be prohibited from trading in U.S. and European Union ports, as the case may be.

Ballast Water Requirements

The IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements (beginning in 2009), to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. To date there has not been sufficient adoption of this standard for it to take force.

The flag state, as defined by the United Nations Convention on Law of the Sea, has overall responsibility for the implementation and enforcement of international maritime regulations for all ships granted the right to fly its flag. The “Shipping Industry Guidelines on Flag State Performance” evaluates flag states based on factors such as sufficiency of infrastructure, ratification of international maritime treaties, implementation and enforcement of international maritime regulations, supervision of surveys, casualty investigations and participation at IMO meetings.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the Anti-fouling Convention. The Anti-fouling Convention prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels after September 1, 2003. The exteriors of vessels constructed prior to January 1, 2003 that have not been in dry-dock must, as of September 17, 2008, either not contain the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling System Certificate and undergo a survey before the vessel is put into service or when the anti-fouling systems are altered or replaced.

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Competition

The competition we expect to face is intense. The principal methods of competition in the Company’s business are service, price, experience, reputation and quality of equipment. The Company believes that its pricing will be competitive and that the quality of its services, experience and equipment will be high. Almost all of our competitors have financial resources and operating staffs substantially larger than those of the Company and, from time to time, may use those resources either to lower rates or acquire equipment which, in either case, may provide a competitive advantage over the Company.

We expect that our vessels may operate from time to time in markets in which there are more vessels than the market can support at a profitable level. While we will try to shift our tugs, barges, tankers and other vessels away from markets in which there is a surplus of capacity to markets in which the supply of and demand for vessels is more balanced, our competitors tend to engage in similar practices. Over time, these practices by our competitors may undermine the effectiveness of our efforts to deploy our vessels to more balanced markets.

Horizon Lines®.

Charlotte, North Carolina- headquartered Horizon Lines, Inc. (“Horizon”), is a domestic ocean shipping and integrated logistics company comprised of two primary operating subsidiaries: Horizon Lines, LLC and Horizon Logistics, LLC, that lays claim to 38% of the total U.S. marine container shipments between the continental U.S. and the three non-contiguous Jones Act markets, Alaska, Hawaii, Guam, Micronesia and Puerto Rico. Horizon is publicly traded on the New York Stock Exchange under the Symbol HRZ.

Crowley Lines®.

Jacksonville, Florida- headquartered Crowley Maritime Corporation (“CMC”) provides diversified transportation services in domestic and international markets by means of five operating lines of business: Liner Services, Logistics, Marine Services, Petroleum Services and Technical Services. CMC’s services include, among others, Logistics, Project Management, Vessel Construction and Naval Architecture, and Ship Management.

CMC employs approximately 4,100 people and provides its services using a fleet of more than 210 vessels, consisting of RO/RO (roll on roll off) vessels, LO/LO (lift on lift off) vessels, tankers, tugs and barges. CMC’s land-based facilities and equipment include terminals, warehouses, tank farms, office buildings, trucks, trailers, containers, chassis, cranes and other specialized vehicles.

Trailer Bridge®.

Jacksonville, Florida- headquartered Trailer Bridge Inc (“TBI”) claims to connect all U.S. mainland points and Puerto Rico, with its twice-weekly, every week, route between Jacksonville to Puerto Rico and back again. From clothing to furniture; from appliances to heavy equipment, and everything in between, Puerto Rico shippers depend on TBI’s consistency.

TBI, an industry innovator, was the first carrier to employ its own drivers and operate its own trucks, equipment, vessels, and marine facilities.

TBI was also the first to use the 53-foot high cube container for Puerto Rico, which gave shippers over 50% more capacity than the standard 40-foot container. This larger equipment, at 3,850 cubic feet, creates more value per cubic foot; that's 3,850 cubic feet, over 40% more capacity than a 40-foot high cube container.

TBI has the largest fleet of 53-foot high cube containers available in the trade and TBI’s Triplestack Box Carriers™ are the first vessels to be built in over 15 years that were designed specifically for Puerto Rico. The combination of the Triplestack Box Carriers™ and 53-foot high cube containers translate into lower per unit shipping costs for the product and that's going to show up where it counts, on the shippers bottom line.

Toll Holdings Pty. Ltd.®

Melbourne, Australia, headquartered Toll Holdings Pty Ltd (“Toll”) is among the Asian region's leading providers of integrated logistics services, generating annual consolidated revenue of AU$5.6 billion and operating an extensive network of over 700+ sites throughout more than 45 countries across the world.

Toll's access to transport and infrastructure assets includes road fleets, warehousing, ships, air freight capacity, ports and rail rolling stock. In combining these assets with operational expertise and technology solutions, Toll focuses on driving supply chain efficiencies to deliver best practice in supply chain management to Toll's diverse customer base.

In Australia and New Zealand, Toll operates a suite of world class brands providing supply chain solutions to all types of businesses.

Toll Australia’s suite of world class brands provides domestic supply chain solutions to all types of businesses (large and small) throughout Australia. Toll’s Australian operational scope, supported by leading edge technology, covers road, rail and air linehaul, time sensitive freight, warehousing, metropolitan transport, logistics, temperature controlled transport and warehousing, business to consumer, regional distribution networks, defense logistics, removalists, facility management, autologistics, personnel and labor hire and resource supply chains. Web Link: http://www.toll.com.au/

Patrick Corporation®

Melbourne, Australia, operationally based Patrick Corp (“Patrick”), a subsidiary of publicly listed (Australian Exchange) Asciano, is a leading provider of port-related services to importers, exporters and shipping lines, and one of Australia's largest listed infrastructure owners.

Patrick claims its focus on productivity, efficiency and innovation, along with its world class assets and infrastructure management expertise, places Patrick at the forefront of the ship-to-shore and shore-to-door service providers for both domestic and international trade markets.

Patrick is Australia’s largest operator of container terminals, with state-of-the-art facilities in all major ports. Patrick also offers a complete range of land based services to shipping lines, freight forwarders, customs brokers, importers and exporters. Its function is to manage the movement of import and export consignments between the wharf, container parks and inland terminals, utilizing road and rail. As well as being Australia’s largest bulk and general stevedore, providing port management services and being New Zealand’s largest on-wharf logistics company, Patrick offers an integrated service of processing, storage and distribution of motor vehicles, with on-wharf processing facilities that no other company in Australia can match. Web Link: http://www.patrick.com.au

Mainfreight Ltd. ®

Auckland, New Zealand, headquartered Mainfreight Limited (“Mainfreight”)is a global Supply Chain Logistics Provider, specializing in the handling of freight that is Less Than Container (LCL), with businesses operating in one hundred sixty five (165) branches throughout New Zealand, Australia, Asia, and the United States.

Mainfreight was founded in 1978, with a 100 year vision, and has become the pre-eminent Supply Chain Logistics provider in New Zealand and Australia. Mainfreight claims to provide customers with world class service across a full range of Logistics; services that include Managed Warehousing, Domestic Distribution, Metro and Wharf Cartage and International Air and Sea freight operations all linked by sophisticated technology.

In 1996, Mainfreight listed on the New Zealand Stock exchange. Today Mainfreight has a team of over 3,200 people and in excess of 20,000 customers worldwide. In forging a 100 year business, Mainfreight boasts having never adopted the latest trends or wavered from its long standing values.

Employees

Roadships Holdings, Inc. has no employees. All services are currently provided through independent contractors.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Properties

We do not presently own or have an interest in any property.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

Not applicable.

PART II - Other Information

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

Our shares trade on the OTCQB under the symbol “RDSH”. The following table sets forth the high and low closing bid prices of our common stock (USD) for the last two fiscal years, as reported by OTC Markets Group Inc. and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

At December 31, 2013, there were 2,987,633,430 shares of our common stock issued and outstanding.

Holders

As of March 4, 2015, we had approximately 554 holders of record, including common shares held by brokerage clearing houses, depositories, or otherwise in unregistered form. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not declared or paid cash dividends on our common stock since inception and do not anticipate paying such dividends in the foreseeable future. The payment of dividends may be made at the discretion of the Board of Directors and will depend upon, among other factors, our operations, capital requirements, and overall financial condition.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On June 17, 2013, the Company’s board of directors approved the issuance of 4,000,000 shares of Series B Preferred Stock to its Board of Directors (the “Board Series B Shares”) in reliance upon an exemption from registration under sections 4(1) and 4(2) of the Securities Act of 1933 and Regulation S, promulgated thereunder. On December 9, 2014, the Company’s Board of Directors cancelled the issuance of the Board Series B Shares without any of the Board Series B Shares being delivered. For a discussion of the conversion rights attached to the Series B Preferred Stock, reference is made to the disclosure set forth in Note 5 under Item 8- “Financial Statements and Supplemental Data” in this Annual Report, which disclosure is incorporate herein by reference.

On March 12, 2013, the Company issued one share of Series A Preferred Stock to Micheal Nugent (the “Series A Share”) and 39,312 shares of Series B Preferred Stock (the “Nugent Series B Shares”) to Mr. Nugent in full and final satisfaction of a debt in the amount $98,281 owed by the Company to Mr. Nugent for cash advances that he made to and on behalf of the Company. The Series A Share and the Nugent Series B Shares were issued in reliance upon an exemption from registration under sections 4(1) and 4(2) of the Securities Act of 1933 and Regulation S, promulgated thereunder. For a discussion of the conversion rights attached to the Series A Preferred Stock, reference is made to the disclosure set forth in Note 5 under Item 8- “Financial Statements and Supplemental Data” in this Annual Report, which disclosure is incorporate herein by reference.

On March 12, 2013, the Company issued 2,300,000,000 shares of common stock to Micheal Nugent, its Chief Executive Officer, in full and final satisfaction of a debt in the amount $23,000 owed by the Company to Mr. Nugent for cash advances that he made to and on behalf of the Company. The common shares were issued in reliance upon an exemption from registration under sections 4(1) and 4(2) of the Securities Act of 1933 and Regulation S, promulgated thereunder.

On December 9, 2014, the Company entered into a Shares for Debt Agreement (the “Shares for Debt Agreement”) with Micheal Nugent Nugent whereby he agreed to surrender all the Nugent Series B Shares to the Company in exchange for a promissory note issued to him by the Company 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 Nugent Series B Shares were canceled and extinguished by the Company on December 9, 2014.

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 July 2, 2012, the Company granted 20 million options to purchase an aggregate of 20 million shares of its common stock at an exercise price of $0.001 to Micheal Nugent and Micheal Norton-Smith, the Company’s then Chief Financial Officer, of which (a) 10 million options vested immediately, (b) 5 million options granted to our Chief Executive Officer vested on July 2, 2013, provided that he remained continuously employed as a key employee of the Company or a related corporation from the grant date through July 2, 2013, and (c) 5 million options granted to our Chief Financial Officer vested on April 19, 2013, provided that he remained continuously employed as a key employee of the Company or a related corporation from the grant date through April 19, 2013. As of the date of this Annual Report, none of the options have been exercised.

Item 6. Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Description of Business" and elsewhere in this annual report.

Overview

Critical Accounting Policies, Estimates and New Accounting Pronouncements

Management's discussion and analysis of its financial condition and plan of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial condition and results of operations include those stated in our financial statements and those listed below:

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 $34,608 for the year ended December 31, 2013, recurring losses, and negative working capital at December 31, 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. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.

Results of Operations – Comparison of Years Ended December 31, 2013 Versus 2012

Revenues

There were no revenues earned during the years ended both December 31, 2013 and 2012.

General and Administrative Expenses

Our general and administrative expenses were $2,573,110 for the year ended December 31, 2013 versus $154,992 for the same period in 2012, representing a 1,560% increase over 2012. The increase is mostly due to the increase over the previous year of consulting expenses, especially stock-based compensation.

Depreciation Expense

Depreciation expense for the year ended December 31, 2013 was $7,066 versus $21,246 during the same period in 2012. The expense decreased because some of our assets became fully depreciated during 2013.

Interest Expense

Interest expense is down for the year ended December 31, 2013 versus the same period in 201 ($2,307 versus $4,256, respectively) due to conversions into equity of outstanding interest-bearing debt.

Losses on Conversions

Losses on conversion of debt of $24,476,829 are higher for the year ended December 31, 2013 versus the same period in 2012 of $0 due to conversions into equity of outstanding interest-bearing debt.

Liquidity and Capital Resources

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Currently, we are not able to maintain our existing operations through the existing cash balances and internally generated cash flows. Moreover, we have determined that our existing capital structure is not adequate to fund our planned growth. We intend to finance our growth by issuing additional common stock and through loans from our shareholders. There can be no assurance that we will be successful in procuring the financing we are seeking. Future cash flows are subject to a number of variables, including the procurement of vessels, and demand for our services. There can be no assurance that we will obtain the capital we need to achieve our goals.

Plan of Operation

Roadships Holdings, Inc. (“Roadships”) operates in the transport industry – short-sea freight shipping, shipping logistics, and ground freight transport. The Company’s business model and business plan (the “Plan”) have remained unchanged from the juncture of the reverse merger (February – March 2009).

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

Short Sea Shipping:

Freight Shipping Logistics:

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this item.

Item 8. Financial Statements and Supplemental Data

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Roadships Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Roadships Holdings, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Roadships Holdings, Inc. and consolidated subsidiaries as of December 31, 2013 and 2012, and the results of its operations, and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

Houston, Texas

www.mkacpas.com

March 20, 2015

ROADSHIPS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2013 and 2012

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

ROADSHIPS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31, 2013 and 2012

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

ROADSHIPS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

From January 1, 2012 to December 31, 2013

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

ROADSHIPS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Cash Flows

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

ROADSHIPS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated 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.

Where Roadships Holdings is Headed

All references to the “Company,” “we,” “our,” and “us” for periods prior to the closing of the Agreement refer to Roadships and Roadships Am, and references to the “Company,” “we,” “our,” and “us” for periods subsequent to the closing of the Agreement refer to the Registrant and its subsidiaries.

Roadships Holdings, Inc. and Roadships America, Inc., both Florida domiciled private corporations, expect to be builders of Short Sea Ships – in partnership with STX Marine Group [Canada, Europe and USA] (“STXM”) and expect to be providers of Short Sea Shipping, as well as synergistic acquirers, owners, and operators of ground freight transportation companies throughout North America and Australia.

In response to the U.S. Maritime Administration Coastal Transportation Initiative, Roadships and Roadships Am, in partnership with STX Canada Marine Inc., developed a proprietary design of a high speed Ro/Ro vessel for use in the U.S. coastal transport trade. The Company is in the process of finalizing its initial plans of building two (2) U.S. built Jones Act Ro/Ro vessels (“Flagship Vessels” or “Ships”) annually over the next five (5) years.

The pedigree for the High Speed (HS) Monohull design proposed for the Roadships program comes from 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 at the shipyard 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.

Short Sea Shipping Flagship Vessel

Per ship cost is a variable, as requisite construction materials are largely commodities that are affected by changing market conditions. In October 2005, Roadships developed construction costing on Roadships Flagship Vessels from STX Marine Group [Canada, Europe and USA] (“STXM”) of Ninety Million USD ($90,000,000). Subsequently, in October 2008, at the height of the crude oil run-up, the Company requested updated costing from STXM, which came in at double the first estimate; i.e., One Hundred Eighty Million USD ($180,000,000). For the purposes of these financial projections, management has utilized the average of $90,000,000 and $180,000,000, or One Hundred Thirty Five Million USD ($135,000,000).

We have not raised any of the capital required to undertake construction of these vessels. In the event that we are unable to raise the funds necessary, our business plan will be severely impacted.

Ground Freight Mergers and Acquisitions

The gestation period for Roadships Flagship Vessels 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).

Management has extensive experience in optimizing operations, squeezing-out cost overruns, and maximizing profits beyond industry averages. 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.

Management’s acquisition strategy calls for the assumption of all existing debt and payment for owner’s equity in cash equivalents; i.e., the Company’s free trading shares. To the extent and degree that the Company is utilizing its stock as cash equivalents for the acquisition (or at least partial acquisition) of hard assets.

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, 2013 and 2012.

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, 2013 and 2012, we had $220 and $294 Australian Dollars, respectively ($196 and $306 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. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

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, 2013 by level measured at fair value on a recurring basis:

The Following table represents our assets and liabilities at December 31, 2012 by level measured at fair value on a recurring basis:

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, 2013 and 2012.

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. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

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 , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

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." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

Note 3 – Going Concern

As of December 31, 2013, we have not begun sustainable operations. Moreover, there is no guarantee that we will acquire the capital to procure additional producing assets that will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

Note 4 – Related Party Transactions

For the years ended December 31, 2013 and 2012, certain related parties made cash payments to the Company of $61,249 and $108,194, respectively and the Company made cash payments to the related parties of $15,426 and $14,072, 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 had accrued interest of $2,418 and $2,593 as of the year ended December 31, 2013 and 2012, respectively and made cash interest payments of $0 and $1,916, respectively, for this interest 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.

Note 5 – Capital Structure

Common Stock

At December 31, 2011 and 2012, we had 187,633,430 shares outstanding. During the twelve months ended December 31, 2013, we issued the following shares:

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 $.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.

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). The options were valued using the Black-Scholes option pricing model using as inputs:

These options were expensed based on the greater of the amount vested or straight-line over the service term. The Company recorded $51,985 and $66,664 of options expense during the years ended December 31, 2013 and 2012, respectively, as an increase in Additional Paid in Capital and General and Administrative Costs.

In addition to the 10 million options vesting immediately, 10 million options vest in the future as follows:

Note 6 – Property, Plant and Equipment

At December 31, 2013 and 2012, property, plant and equipment were comprised of the following:

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.

Note 7 - Income Taxes

Deferred income taxes reflect the tax consequences on future years of differences between the tax bases:

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.

Note 8 - Debt

The following table summarizes our loans payable and accrued interest as of December 31, 2013 and December 31, 2012:

For the years ended December 31, 2013 and 2012, certain related parties made cash payments to the Company of $61,249 and $108,194, respectively and the Company made cash payments to the related parties of $15,426 and $14,072, 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 had accrued interest of $2,148 and $2,593 as of the year ended December 31, 2013 and 2012, respectively and made cash interest payments of $0 and $1,916, respectively, for this interest 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.

Note 9 - 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.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.

1. As of December 31, 2013, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.

2. As of December 31, 2013, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2013, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) Of The Exchange Act

As of March 4, 2015, the directors and executive officers and their positions, are as follows:

Michael Nugent

Micheal P. Nugent has held senior executive positions and directorships with public and private companies in the United States and Australia since 1995. He is a certified diesel fitter in Australia. Mr. Nugent’s technical and corporate experience is expected to assist the Company with its efforts to implement profitable operations.

In addition to his positions with the registrant, during the past five years, Mr. Nugent has held the following positions:

Michael Norton-Smith

Michael Norton-Smith, age 65, is a certified public accountant in Australia. Mr. Norton-Smith, brings 35 years of financial and corporate experience to Roadships Holdings, Inc. His engagement is expected to assist the Company with its efforts to implement profitable operations.

During the past five years, Mr. Norton-Smith has held the following positions:

Robert McClelland

Robert McClelland is a Director and company Secretary of Endeavour Logistics Pty Ltd. Endeavour represents the transport arm of Roadships Holdings, Inc. in Australia. Mr. McClelland also serves as a Director of Cycclone Magnetic Engines Inc. He is also a Director of Fire From Ice Films Pty Ltd. Robert spent 27 years in the Automotive parts Industry and some 6 years in the finance sector. Robert is currently a Director of Adbax Truckside Management Pty Ltd. in Australia.

Patrick Greene

Mr. Green is a Director and Chief Financial Officer of Endeavour Logistics Pty Ltd, Endeavour represents the transport arm of Roadships Holdings Inc in Australia. Mr. Greene also serves as Operations Manager of Adbax Truckside Management Pty Ltd. Mr. Greene completed his discipline in the automotive and marine industries in 1988, he also taught automotive trade students at a technical college (TAFE) in the 90’s. He spent 20 years in his industry as an employee and business operator. He is a Director and company Secretary of Nugent Engine Technologies Pty Ltd.

Family Relationships:

There is no family relationship among any of our executive officers and directors.

Involvement in Certain Legal Proceedings

Except as noted herein or below, during the last ten years none of our directors or officers have:

(1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) been convicted in a criminal proceeding or subject to a pending criminal proceeding;

(3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Board of Directors and Committees

At December 31, 2013, our Board of Directors presently consists of four members: Michael Nugent, Michael Norton-Smith, Robert McClelland and Patrick Greene. Our Bylaws generally provide for majority approval of directors in order to adopt resolutions. The Board of Directors may be expanded in the future. All executive officer compensation, including payroll expenditures, salaries, stock options, stock incentives, and bonuses, must be approved by the unanimous consent of the Board of Directors. The entire Board of Directors acts as the Audit Committee and the Compensation Committee.

Michael Norton-Smith retired in January, 2013.

On compensation matters, the Board considers and recommends payroll expenditures, salaries, stock options, stock incentive and bonus proposals for our employees. Acting in its audit committee function, the Board reviews, with our independent accountants, our annual financial statements prior to publication, and reviews the work of, and approves non-audit services performed by, such independent accountants. The Board appoints the independent public accountants for the ensuing year. The Board also reviews the effectiveness of the financial and accounting functions and the organization, operation and management of our Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and the rules there under require our officers and directors, and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies.

Based on our reviews of the copies of the Section 16(a) forms received by it, or written representations from certain reporting persons, we believe that, during the last fiscal year, none of our directors or executive officers satisfied their Section 16(a) filing requirements. Such persons are in the process, with the assistance of counsel, to file all required and missing reports.

Procedure for Nominating Directors

We have not made any material changes to the procedures by which security holders may recommend nominees to our board of directors.

The board does not have a written policy or charter regarding how director candidates are evaluated or nominated for the board. Additionally, the board has not created particular qualifications or minimum standards that candidates for the board must meet. Instead, the board considers how a candidate could contribute to the Company's business and meet the needs of the Company and the board.

The board will consider candidates for director recommended by our shareholders. Candidates recommended by shareholders are evaluated with the same methodology as candidates recommended by management or members of the board. To refer a candidate for director, please send a resume or detailed description of the candidate's background and experience with a letter describing the candidate's interest in the Company to 284 W. Millbrook Road, Raleigh, North Carolina 27609. All candidate referrals are reviewed by at least one current board member.

Item 11. Executive Compensation

Summary Compensation

As a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, we have elected to follow scaled disclosure requirements for smaller reporting companies with respect to the disclosures required by Item 402 of Regulation S-K. Under the scaled disclosure requirements, the Company is not required to provide a Compensation Discussion and Analysis, Compensation Committee Report and certain other tabular and narrative disclosures relating to executive compensation.

The following table shows the compensation paid or accrued during the fiscal years ended December 31, 2013 and 2012, to our Chief Executive Officer, our Chief Financial Officer, our Executive Vice President and our Corporate Secretary.

SUMMARY COMPENSATION TABLE

1. Michael Norton-Smith resigned in January, 2014.

Narrative to Summary Compensation Table

Employment Agreements of Named Executive Officers

All of the compensation described in the foregoing table was paid to the Named Officers pursuant to agreements with Roadships Holdings, Inc.

Agreement with Mr. Nugent – On July 2, 2012, the Company entered into an employment agreement with Mr. Nugent for a term of one year, and is subject to further automatic renewals for annual periods up to an additional two years. The employment agreement provides that Mr. Nugent receive annual cash compensation of $1. On the same date, the Company entered into an Inventive Stock Option with Mr. Nugent whereby Mr. Nugent is awarded options to purchase 10 million shares of common stock at $0.001 per share, with 5 million shares vesting July 2, 2012 and the remainder vesting July 2, 2013. All options expire one year from their vesting date. Mr. Nugent’s employment agreement was filed as exhibit 10.4 to our Form 8-K filed July 9, 2012 and is incorporated herein by reference.

Agreement with Mr. Norton-Smith - On April 20, 2012, the Company entered into an employment agreement with Mr. Norton-Smith for a term of one year, and is subject to further automatic renewals for annual periods up to an additional two years. The employment agreement provides that Mr. Norton-Smith receive annual cash compensation of $1. On July 2, 2012, the Company entered into an Inventive Stock Option with Mr. Norton-Smith whereby Mr. Norton-Smith is awarded options to purchase 10 million shares of common stock at $0.001 per share, with 5 million shares vesting April 19, 2012 and the remainder vesting April 12, 2013. All options expire one year from their vesting date. Mr. Norton-Smith’s employment agreement was filed as exhibit 10.1 to our Form 8-K filed April 20, 2012 and is incorporated herein by reference.

Agreement with Mr. McLelland - On July 2, 2012, the Company entered into an employment agreement with Mr. McLelland for a term of one year, and is subject to further automatic renewals for annual periods up to an additional two years. The employment agreement provides that Mr. McLelland receive annual cash compensation of $1. Mr. McLelland’s employment agreement was filed as exhibit 10.3 to our Form 8-K filed July 9, 2012 and is incorporated herein by reference.

Agreement with Mr. Greene - On July 2, 2012, the Company entered into an employment agreement with Mr. Greene for a term of one year, and is subject to further automatic renewals for annual periods up to an additional two years. The employment agreement provides that Mr. Greene receive annual cash compensation of $1. Mr. Greene’s employment agreement was filed as exhibit 10.2 to our Form 8-K filed July 9, 2012 and is incorporated herein by reference.

Long-term Incentive Plans

We do not have any long-term incentive plans, pension plans or any similar compensatory plans for any of our directors or executive officers. Nor do we currently have any intention to initiate any such plans in the near future.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2013 for our Named Officers. The table also summarizes nonvested stock awards assuming a market value of $0.0002 per share (the closing market price of the Company’s stock on December 31, 2013).

Retirement Benefits

We do not have any material terms or plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

Nonqualified Deferred Compensation

We do not have any nonqualified defined contribution plans or other deferred compensation plans.

Potential Payments Upon Termination or Change of Control

We do not as of December 31, 2013 have any material terms, contracts, agreements, plans or arrangements, written or unwritten, that provides for payment(s) to a CEO at, following, or in connection with the resignation, retirement or termination of a CEO, or a change in control of the company or a change in the CEO’s responsibilities following a change in control, with respect to each CEO. 

Director Compensation

The following table sets forth a summary of the compensation earned by our directors and/or paid to certain of our directors pursuant to certain agreements we have with them in 2013.

Director Compensation Table (2013)

Our board of directors is comprised of Michael Nugent, Michael Norton-Smith, Robert McClelland and Patrick Greene who also serve as officers of the Company. None of our directors has a compensation arrangement with the Company, except those agreements entered into in their capacity as officers, and have not been compensated since the company’s inception in 2008.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as to the record ownership of our common stock by our (i) directors and executive officers, (ii) all of the officers and directors as a group and (iii) each person who owns more than 5% or more of our common stock. The persons named in this table possess the sole voting and investment power with respect to the shares of common stock shown unless otherwise indicated. In general, beneficial ownership includes those shares that a person has the power to vote, sell, or otherwise dispose. Beneficial ownership also includes that number of shares, which an individual has the right to acquire within 60 days (such as stock options) of the date this table was prepared. Two or more persons may be considered the beneficial owner of the same shares. The inclusion in this section of any shares deemed beneficially owned does not constitute an admission by that person of beneficial ownership of those shares. All ownership of securities is direct ownership unless otherwise indicated.

(1) Applicable percentage owned is based on 2,989,933,771 shares outstanding at December 31, 2013.

(2) Includes shares owned by legal entities controlled by our officers and directors.

Item 13. Certain Relationships and Related Transactions, and Director Independence

For the years ended December 31, 2013 and 2012, Micheal Nugent ATF Twenty Second Trust, made cash loans to the Company of $61,249 and $108,194, respectively. These loans are secured by a Promissory Note issued by the Company with simple interest payable at 5% on un-matured amounts (the “Note”). The Note is callable by the maker at any time, after which, if not paid, the interest rate increases to 10%. As at December 31, 2013 and 2012, we have accrued interest of $2,418 and $2,593, respectively, and made cash interest payments of $0 and $1,916, respectively.

On March 12, 2013, the Company issued 2,300,000,000 shares of its common stock to Micheal Nugent, its Chief Executive Officer, in full and final satisfaction of a debt in the amount $23,000 owed by the Company to Mr. Nugent for cash advances that he made to and on behalf of the Company.

On March 12, 2013, the Company issued one share of Series A Preferred Stock to Micheal Nugent and 39,312 shares of Series B Preferred Stock to Mr. Nugent in full and final satisfaction of a debt in the amount $98,281 owed by the Company to Mr. Nugent for cash advances that he made to and on behalf of the Company.

On June 17, 2013, the Company’s board of directors approved the issuance of 4,000,000 shares of Series “B” Preferred Stock to its Board of Directors (the “Board Series B Shares”). On December 9, 2014, the Company’s Board of Directors cancelled the issuance of the Board Series B Shares without any of the Board Series B Shares being delivered.

On December 9, 2014, the Company entered into a Shares for Debt Agreement (the “Shares for Debt Agreement”) with Micheal Nugent whereby he agreed to surrender all the Nugent Series B Shares to the Company in exchange for a promissory note issued to him by the Company 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 Nugent Series B Shares were canceled and extinguished by the Company on December 9, 2014.

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 July 2, 2012, the Company granted 20 million options to purchase an aggregate of 20 million shares of its common stock at an exercise price of $0.001 to Micheal Nugent and Michael Norton-Smith, the Company’s then Chief Financial Officer, of which (a) 10 million options vested immediately, (b) 5 million options granted to Mr. Nugent vested on July 2, 2013, provided that he remained continuously employed as a key employee of the Company or a related corporation from the grant date through July 2, 2013, and (c) 5 million options granted to Michael Norton-Smith vested on April 19, 2013, provided that he remained continuously employed as a key employee of the Company or a related corporation from the grant date through April 19, 2013. As of the date of this Annual Report, none of the options have been exercised.

Director Independence

During the year ended December 31, 2013, Michael Nugent, Michael Norton-Smith Robert McClelland and Patrick Greene served as our directors.

As our common stock is currently traded on the OTC Bulletin Board, we are not subject to the rules of any national securities exchange which require that a majority of a listed company’s directors and specified committees of the board of directors meet independence standards prescribed by such rules.

Item 14. Principal Accountant Fees and Services

Audit and Review Fees. We paid M&K, CPAS, PLLC for audit and review fees of $10,500 for 2013 and $9,800 for 2012.

Tax Fees. We have not paid any money for tax related services.

All Other Fees. We have not paid any money for audit related fees.

Audit Committee pre-approval policies and procedures. The entire Board of Directors, which acts as our audit committee, approved the engagement of M&K, CPAS, PLLC.

Item 15. Exhibits, Financial Statement Schedules, Signatures

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

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