rdsh_s8.htm

DELAWARE		20-5034780
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification Number)

134 Vintage Park Blvd

Houston, Texas 77070

(281) 606-4642

www.roadships.us

(Address, including zip code and telephone number, of principal executive offices

2013 Employee and Consultant Stock Incentive Plan

(Full title of the plan)

Michael Nugent, CEO

134 Vintage Park Blvd

Houston, Texas 77070

(281) 606-4642

(Name, address and Phone number of agent for service)

Copies to:

Lorin A. Rosen, Esq.

LAR Law Group

6 Butler Court

Centereach, New York 11720

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 the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o(Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE
Title of securities To be registered	Amount to be registered (1)	Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
ROADSHIPS HOLDINGS, INC. Employee and Consultant Incentive Stock Plan 2013 Common Stock, par value $0.00001 per share	500,000,000 shares	$	0.0002	(2)	$	100,000	(2)	$	13.64

TOTAL	500,000,000 shares		---		$	100,000		$	13.64

(1) Represents shares of Common Stock issuable under the ROADSHIPS HOLDINGS, INC. 2013 Employee and Consultant Stock Incentive Plan. Further, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable as a result of stock splits, stock dividends or similar transactions..

(2) Estimated solely for the purpose of calculating the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, based upon the limited trading history, recent closing price and managements’ projections.

This Registration Statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933 (the “Securities Act”), as amended, to register 500,000,000 shares of common stock, par value $0.00001 (the “Common Stock”), of ROADSHIPS HOLDINGS, INC. (the “Registrant”) issuable pursuant to our ROADSHIPS HOLDINGS, INC. 2013 Employee and Consultant Stock Incentive Plan (the “Employee Stock Plan”).

The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule428(b)(1) (230.428(b)(1)). Such documents need not be filed with the Commission either as part of this registrationstatement or as prospectuses or prospectus supplements pursuant to Rule 424 (230.424). These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1) (230.428(a)(1)).

The Registrant will provide without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. These documents are incorporated by reference in the Section 10(a) prospectus. The Registrant will also provide without charge, upon written or oral request, all other documents required to be delivered to participants pursuant to Rule 428(b). Any and all such requests shall be directed to the President, at ROADSHIPS HOLDINGS, INC., 134 Vintage Park Blvd, Houston, Texas 77070, (281) 606-4642.

(c)

The description of the Company’s Common Stock originally contained in the Company’s Form SB-2 filed with the SEC in April 2007, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and documents filed by the Registrant under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of post-effective amendment which indicates that all securities being offered hereby have been sold or which deregistered all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document (such documents and the documents enumerated above, being hereinafter referred to collectively as the “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained therein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

LAR Law Group has passed on the legality of the shares of Common Stock offered hereby for the Registrant. Lorin A. Rosen, owner of LAR Law Group currently owns no shares of the Registrant’s Common Stock, but may receive S-8 shares as long as the transaction complies with the rules and regulation concerning such issuances for legal services rendered.

Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors and other corporate agents under certain circumstances and subject to certain limitations. Our Amended and Restated Certificate of Incorporation provides that our directors shall not be liable to the corporation or its shareholders for monetary damages from breach of fiduciary duty except to the extent such exemption from liability or limitation is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. The indemnification provision in our Amended and Restated Certificate of Incorporation, may be sufficiently broad to permit indemnification of our directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. We also intend to maintain director and officer liability insurance, if available on reasonable terms, to insure our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Exhibit No.		Description

5		Opinion Regarding Legality and Consent of Counsel: by Lorin A. Rosen

10.1		ROADSHIPS HOLDINGS, INC. Employee and Consultant Incentive Stock Plan 2013

23.1		Consent of Experts and Counsel: Independent Auditor’s Consent by M&K CPAS, PLLC

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement:

Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(4)

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any to the following communications, the undersigned will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas On March 26, 2013.

	ROADSHIPS HOLDINGS, INC.

	By:	/s/ Michael Nugent
		Michael Nugent Chief Executive Officer

Signature	Title	Date

/s/ Michael Nugent	Chief Executive Officer	March 26, 2013
Michael Nugent