10-Q/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO ___________.

Commission file number: 333-141907

ROADSHIPS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-5034780
(State or other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

134 Vintage Park Blvd., Suite A-183, Houston, Texas 77070

(Address of principal executive offices)

(310) 994-7988

(Registrant’s telephone number, including area code)

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 preceding 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 whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(do not check if a smaller reporting company)

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 number of shares of the registrant’s common stock outstanding as of March 20, 2015, was 2,987,633,430.

EXPLANATORY NOTE

This amendment No. 1 is being filed for the purpose of reflecting the change in the company’s policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations.

ROADSHIPS HOLDINGS, INC.

FORM 10-Q/A

INDEX

PART I – FINANCIAL INFORMATION		3
Item 1 –	Consolidated Financial Statements		3
Item 2 –	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		15
Item 3 –	Quantitive And Qualitative Disclosures About Market Risk		17
Item 4 –	Controls and Procedures		17
PART II – OTHER INFORMATION			18
Item 1 –	Legal Proceedings		18
Item 1A –	Risk Factors		18
Item 2 –	Unregistered Sale of Equity Securities		18
Item 3 –	Defaults Upon Senior Securities		18
Item 4 –	Mine Safety Disclosures		18
Item 5 –	Other Information		18
Item 6 –	Exhibits		19
	Signatures		20

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PART I – FINANCIAL INFORMATION

Item 1 – Consolidated Financial Statements

ROADSHIPS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

		3/31/13 (Unaudited)			12/31/12 (Audited)
ASSETS
Current assets:
	Cash	$	616		$	306
	Total current assets		616			306
Non-current assets:
	Property, plant and equipment, net of accumulated depreciation of $114,599 and $112,836 as of March 31, 2013 and December 31, 2012, respectively		8,511			10,274
	TOTAL ASSETS	$	9,127		$	10,580
LIABILITIES
	Accounts payable and accrued expenses	$	9,247		$	18,018
	Accounts payable - related party		665			638
	Bank overdraft		95			35
	Accrued interest – related party		1,122			2,593
	Promissory note - related party		12,314			123,006
	Total current liabilities		23,443			144,290
	TOTAL LIABILITIES		23,443			144,290
STOCKHOLDERS' DEFICIT
	Common stock, $0.00001 par value. Three billion shares authorized. 2,487,633,430 and 187,633,430 issued and outstanding at March 31, 2013 and December 31, 2012, respectively.		24,876			1,876
	Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, 1 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively		1			-
	Series B Convertible Preferred Stock, par value $0.00001. 10,000,000 shares authorized, 39,312 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively		4			-
	Additional paid in capital		30,255,239			5,637,749
	Common stock payable		2,500,000			-
	Accumulated other comprehensive income		675			-
	Accumulated deficit		(32,795,111	)		(5,773,335	)
	TOTAL STOCKHOLDERS' DEFICIT		(14,316	)		(133,710	)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,127		$	10,580

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

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ROADSHIPS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2013			2012
EXPENSES
General and administrative		2,541,973			36,558
Depreciation		1,763			9,012
Total operating expenses		2,543,736			45,570
Operating loss		(2,543,736	)		(45,570	)
OTHER INCOME / (EXPENSE)
Interest expense		(1,211	)		(636	)
Loss on extinguishment of debt		(24,476,829	)		-
Total other expense		(24,478,040	)		(636	)
Net loss	$	(27,021,776	)	$	(46,206	)
OTHER COMPREHENSIVE INCOME (LOSS)
Effect of foreign currency exchange		675			-
Net comprehensive loss	$	(27,021,101	)	$	(46,206	)
Net loss per common share - basic and diluted	$	(0.04	)	$	(0.00	)
Weighted average shares outstanding		673,188,986			187,633,430

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

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ROADSHIPS HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)

(Unaudited)

	Common Stock				Preferred Stock Series A				Preferred Stock Series B				Accumulated Other		Common		Additional					Total Stockholders'
													Comprehensive		Stock		Paid In		Accumulated			Equity /
	Shares		Amount		Shares		Amount		Shares		Amount		Income		Payable		Capital		Deficit			(Deficit)
Balance, 12/31/11	187,633,430		$	1,876	-		$	-	-		$	-	$	-	$	-	$	5,571,085	$	(5,592,841	)	$	(19,880	)
Grant of options to officers																		66,664					66,664
Net loss																				(180,494	)		(180,494	)
Balance, 12/31/12		187,633,430	$	1,876		-	$	-		-	$	-	$	-	$	-	$	5,637,749	$	(5,773,335	)	$	(133,710	)
Common shares issued for debt reduction		2,300,000,000		23,000														22,977,000					23,000,000
Stock-based compensation																2,500,000		42,385					2,542,385
Preferred shares issued for conversion of debt						1		1		39,312		4						1,598,105					1,598,110
Foreign currency translation adjustment														675									675
Net loss																				(27,021,776	)		(27,021,776	)
Balance, 3/31/13		2,487,633,430	$	24,876		1	$	1		39,312	$	4	$	675	$	2,500,000	$	30,255,239	$	(32,795,111	)	$	(14,316	)

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

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ROADSHIPS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months Ended March 31,
		2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
	Net Loss	$	(27,021,776	)	$	(46,206	)
	Depreciation expense		1,763			9,012
	Non-cash compensation		2,542,385			-
	Loss on retirement of debt		24,476,829			-
	Changes in operating assets and liabilities:
	Accounts payable and accrued expenses		(15,683	)		(4,928	)
	Accounts payable - related party		-			636
	Accrued expense		-			-
	Net cash used in operating activities		(16,482	)		(41,486	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Cash proceeds from shareholder loan		16,117			38,662
	Net cash provided by financing activities		16,117			38,662
	Effect of foreign exchange transactions		675			2,609
	Net increase/(decrease) in cash		310			(215	)
	Cash and equivalents - beginning of period		306			231
	Cash and equivalents - end of period	$	616		$	16
SUPPLEMENTARY INFORMATION
	Cash paid for interest		-
	Cash paid for income taxes		-			-
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
	Notes payable conversion into common shares	$	23,000		$	-
	Notes payable conversion into preferred stock	$	98,281		$	-

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

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ROADSHIPS HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2013

Note 1 – Organization and Nature of Business

History

Roadships Holdings, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Roadships Holdings, Inc. and Caddystats shall hereinafter be collectively referred to as “Roadships” “Caddystats” “Roadships Holdings”, the “Company”, “we’ or “us”).

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

Roadships is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the United States and Australia.

We have acquired several domestic and foreign subsidiaries to facilitate our entry into these markets. In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets in North America. Roadships America, Inc. was established to develop and accommodate organic growth within the North America markets.

On May 25, 2009, we acquired Roadships Acquisitions Pty, Ltd. a corporation formed under the laws of Australia, which we expect to use to identify and act upon synergistic acquisition targets in Australia and the surrounding area.

On June 15, 2009, we acquired Endeavour Logistics Pty. Ltd., to establish to develop and accommodate organic growth within the Australia markets. We renamed Endeavor Logistics Pty Ltd. to Roadships Freight Pty Ltd.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America. Roadships America, Inc., was established to develop and accommodate organic growth within the North America markets.

Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe). The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.

Ground Freight Mergers and Acquisitions

The gestation period for a HS Monohull vessel is eighteen (18) months, best case, from start to finish. To drive short term cash flow, the Company’s strategic intent calls for the acquisition, merger and assimilation of privately held regional freight companies ranging in value from Eight Million USD ($8,000,000) to Twenty Million USD ($20,000,000). Strategically, Management intends to identify and acquire two (2) target operations quarterly – with one of the two being an over-performer and the other an under-performer – synergistically merging the two so as to optimize future operations of both operating entities.

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Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Condensed Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2013. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q/A should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2012, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Change in Accounting Policy

The Company changed its policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2013 and December 31, 2012, we had $591 and $294 Australian Dollars, respectively ($616 and $306 US Dollars, respectively) deposited into Australian banks.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2013 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had` been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company chose to early adopt this ASU.

In October 2012, the FASB issued ASU 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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Note 3 – Going Concern

We have not begun our core operations in the short-sea and ground freight industries and have not yet acquired the assets to enter these markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter these markets or, upon doing so, that we will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

Note 4 – Related Party Transactions

For the three months ended March 31, 2013, we had the following transactions with our major shareholder and Chief Executive Officer, Micheal Nugent:

· We received $16,117 in cash loans to pay operating expenses,

· We accrued $1,211 in interest payable,

· We issued 2,300,000,000 shares of common stock to Mr. Nugent, retiring $23,000 of accumulated debts owed to him, and recording a loss on retirement of debt of $22,977,000 (see Note 5 for a more detailed explanation of this stock issuance),

· We issued 1 share of Class A Convertible Preferred Stock and 39,312 Series B Convertible Preferred Stock, retiring $98,281 of accumulated debts owed to him, and recording a loss on retirement of debt of $1,499,829, collectively, for these two issuances (see Note 5 for a more detailed explanation of this stock issuance),

According to our agreement with this shareholder, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

As of the date of this report, no principal or interest has been called by the maker of the note. The outstanding balance at March 31, 2013 is $12,314 and $1,122, respectively, for principal and interest.

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 Note 5 – Capital

At March 31, 2013, we had 2,487,633,430 common shares issued and outstanding from a total of 3 billion authorized.

Common Stock

On March 5, 2013, we granted 500,000,000 shares to consultants pursuant to their consulting arrangements. We valued the shares at their fair values based on the closing market price on the date of grant and recorded $2,500,000 in stock based compensations. The shares had not been issued by March 31, 2013 and are included in the Equity section of the Balance Sheet under “Common Stock Payable”.

On March 12, 2013, the Board of Directors voted to increase the number of common shares authorized to 3,000,000,000, changing the par value of the shares to $0.00001. The Consolidated Statement of Stockholders’ Equity / (Deficit) included in this quarterly report has been adjusted to reflect this change in par value.

Also on March 12, 2013, the Company issued to our Chief Executive Officer, Micheal Nugent, 2,300,000,000 shares of common stock in exchange for a reduction in debt from the Company to him in the amount of $23,000. We valued the shares at their fair value of the stock’s closing price on the grant date, recording an increase to Additional Paid in Capital of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on retirement of debt of $22,977,000.

Preferred Stock

On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes:

Series A Convertible Preferred Stock

The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible at par value $0.00001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.00001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001 per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

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The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation.

Issuances of Preferred Stock

On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to our Chief Executive Officer, Micheal Nugent, in exchange for a reduction of debt in the amount of $98,281.

Valuation of Control Rights

Control is managed both through the Common Stock; Preferred Series A and Series B voting rights and the control over the covenants, articles and bylaws. We estimated the control premium for the voting control of the Holders Common Stock; Preferred Series A shares and Series B shares based on Transportation; Construction Contractors & Engineering Services; Distribution; and Industrial & Farm Equipment & Machinery industries at 19.70% as of 3/12/13. This control premium was derived by utilizing historical median control premium over the last 20 years within the Company’s similar industry.

We deemed the value of the Control premium was $393,600 which was based on the following inputs:

1.	The common stock price was $0.01 as of 3/12/13;
2.	187,633,430 common shares outstanding and the Holders Securities representing control and majority voting rights: 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights);
3.	A 19.70% premium over the common shares for the voting preferences;
4.	9,950,690,968 voting rights of the issued 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights) based on the Company bylaws and Managements interpretation of the Certificate of Designation; and
5.	12,438,717,518 total voting rights – all shares issued and outstanding
6.	A 99.26% voting control from the issued Common; Preferred A and Preferred B shares.

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We therefore valued the Control Premium at $393,600, and valued all of the features of all classes of stock issued on March 12, 2013, according to the table below.

	Shares Issued		Conversion Value		Voting Control		Fair Value
Common Stock		2,300,000,000		23,000,000		-	$	23,000,000
Preferred Series A		1		1,598,047		393,600		1,598,047
Preferred Series B		39,312		63		-		63
							$	24,598,110

Therefore, in recording the issuance of Series A and B Convertible Preferred Stock, we increased Additional Paid Capital by $1,598,110 ($1,598,047 + $63), reduced the principal amount owed to Mr. Nugent in the amount of $98,281, and recorded a loss on retirement of debt of $1,499,829.

Options

On July 2, 2012, we granted 10 million options to purchase our common stock to each of our Chief Executive and Chief Financial Officers (20 million total). A complete discussion of these options can be found in our annual report on Form 10-K as of December 31, 2012, filed on April 16, 2013 and herein incorporated by reference.

During the quarter ended March 31, 2013, we expensed an additional $42,385 in options expense which is included in stock-based compensation, leaving $9,600 to be expensed in the second quarter of 2013.

There were no options expenses during the three months ended March 31, 2012.

Note 6 – Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2013 and December 31, 2012 are as follows:

	03/31/13 (Unaudited)			12/31/12 (Audited)
Office equipment	$	87,836		$	87,836
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		123,110			123,110
Less: accumulated depreciation		(114,599	)		(112,836	)
Net fixed assets	$	8,511		$	10,274

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Note 7 – 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.

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Item 2 – Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

This report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. “Forward-looking statements” may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words.

Although we believe that the expectations reflected in our “forward-looking statements” are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any “forward-looking statements”, are subject to change and to inherent risks and uncertainties, such as those disclosed in this report. In light of the significant uncertainties inherent in the “forward-looking statements” included in this report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except for its ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any “forward-looking statement”. Accordingly, the reader should not rely on “forward-looking statements”, because they are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those contemplated by the “forward-looking statements”.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements, including the notes to those financial statements, included elsewhere in this report.

Overview

Roadships Holdings, Inc. is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the U.S. and Australia.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America. Roadships America, Inc, was established to develop and accommodate organic growth within the North American markets.

Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe). The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.

15

Results of Operations - Three Months Ended March 31, 2013 versus 2012

We had general and administrative expenses of $2,541,973 for the three months ended March 31, 2013 versus $36,558 for the same period in 2012. The principal difference is due to higher stock-based compensation during 2013 compared to 2012.

Depreciation is significantly less for the three months ended March 31, 2013 versus the same period in 2012 because many of the assets depreciated during 2012 are now fully depreciated.

Interest expense increased to $1,211 from $636, for the three months ended March 31, 2013 versus 2012, respectively. The increase is due to an increase in outstanding promissory notes from related parties.

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.

The Company has virtually no liquid assets. We are currently seeking financing to attain our business goals, but there is no guarantee that we will obtain such financing or, upon obtaining it, that we will be able to invest in productive assets that will result in positive cash flows from operations.

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, recurring losses, and negative working capital at March 31, 2013 and December 31, 2012. 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.

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:

· Research and development on the establishment Roadships USA trade routes;

· Pre-application research and development on a waiver of The Jones Act;

· Preliminary logistical preparation on the ordering and construction of two USA built Roadships High Speed Monohulls;

· In discussions with European and USA based ship operators on strategic partnerships;

· Finalization of strategic sales and marketing for the Company’s new trailer designs or retrofit package for use with the new Roadships High Speed Monohulls;

· Preliminary logistical preparation for the release of Roadships’ new loading and unloading equipment for the Company’s High Speed Monohulls;

16

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 3 – Quantitive And Qualitative Disclosures About Market Risk

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

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon the evaluation of our officers and directors of our disclosure controls and procedures as of March 31, 2013, the end of the period covered by this Quarterly Report on Form 10-Q/A (the "Evaluation Date"), our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only a few employees. Under these circumstances it is impossible to completely segregate duties. We do not expect our internal controls to be effective until such time as we are able to begin full operations and even then there are no assurances that our disclosure controls will be adequate in future periods.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

Item 1A – Risk Factors

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

Item 2 – Unregistered Sale of Equity Securities

None

Item 3 – Defaults Upon Senior Securities

None

Item 4 – Mine Safety Disclosures

None

Item 5 – Other Information

None

18

Item 6 – Exhibits

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation, as filed June 5, 2007 (included as Exhibit 3.1 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
3.2	Bylaws (included as Exhibit 3.2 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

19

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. 

	Roadships Holdings, Inc
Date: April 30, 2015	By:	/s/ Micheal Nugent
		Micheal Nugent Chief Executive Officer

20

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Micheal Nugent, Chief Executive Officer of ROADSHIPS HOLDINGS, INC. (the “Registrant”) certify that:

1.	I have reviewed the report being filed on Form 10-Q/A.
2.	Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.	Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of ROADSHIPS HOLDINGS, INC. as of, and for, the periods presentedin the report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-a5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-a5(f))for the Registrant and have;

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the Registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.
(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal three months (the Registrant's fourth fiscal three months in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and;

5. I have disclosed, based on our most recent evaluation, to the ROADSHIPS HOLDINGS’ auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function):

i.	All significant deficiencies in the design or operation of internal controls which could adversely affect ROADSHIPS HOLDING’S ability to record, process, summarize and report financial data and have identified ROADSHIPS HOLDINGS’ auditors any material weaknesses in internal controls; and
ii.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and

6. I have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 30, 2015	By:	/s/ Micheal Nugent
		Micheal Nugent, Chief Executive Officer and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of ROADSHIPS HOLDINGS, INC. (the "Company") on Form 10-Q/A as filed with the Securities and Exchange Commission on the date hereof (the "Report'), I, Micheal Nugent, Chief Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2015	By:	/s/ Micheal Nugent
		Micheal Nugent, Chief Executive Officer and Chief Financial Officer

XML

Going Concern

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Going Concern

We have not begun our core operations in the short-sea and ground freight industries and have not yet acquired the assets to enter these markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter these markets or, upon doing so, that we will generate positive cash flows from operations. Roadships Holdings’ financial statements have been prepared on a development stage company basis. Substantial doubt exists as to Roadships Holdings’ ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Basis of Presentation and Summary of Significant Accounting Policies

Condensed Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2013. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q/A should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2012, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Change in Accounting Policy

The Company changed its policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2013 and December 31, 2012, we had $591 and $294 Australian Dollars, respectively ($616 and $306 US Dollars, respectively) deposited into Australian banks.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2013 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had` been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company chose to early adopt this ASU.

In October 2012, the FASB issued ASU 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

XML

Consolidated Balance Sheets (USD $)	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash	$ 616	$ 306
Total current assets	616	306
Non-current assets:
Property, plant and equipment, net of accumulated depreciation of $114,599 and $112,836 as of March 31, 2013 and December 31, 2012, respectively	8,511	10,274
TOTAL ASSETS	9,127	10,580
LIABILITIES
Accounts payable and accrued expenses	9,247	18,018
Accounts payable - related party	665	638
Bank overdraft	95	35
Accrued interest - related party	1,122	2,593
Promissory note - related party	12,314	123,006
Total current liabilities	23,443	144,290
TOTAL LIABILITIES	23,443	144,290
STOCKHOLDERS' DEFICIT
Common stock, $0.00001 par value. Three billion shares authorized. 2,487,633,430 and 187,633,430 issued and outstanding at March 31, 2013 and December 31, 2012, respectively.	24,876	1,876
Series A Convertible Preferred Stock, par value $0.0001. 4 shares authorized, 1 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively	1
Series B Convertible Preferred Stock, par value $0.00001. 10,000,000 shares authorized, 39,312 and zero shares outstanding at March 31, 2013 and December 31, 2012, respectively	4
Additional paid in capital	30,255,239	5,637,749
Common stock payable	2,500,000
Accumulated other comprehensive income	675
Accumulated deficit	(32,795,111)	(5,773,335)
TOTAL STOCKHOLDERS' DEFICIT	(14,316)	(133,710)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 9,127	$ 10,580

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (27,021,776)	$ (46,206)	$ (180,494)
Depreciation expense	1,763	9,012
Non-cash compensation	2,542,385
Loss on retirement of debt	24,476,829
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(15,683)	(4,928)
Accounts payable - related party		636
Accrued expense
Net cash used in operating activities	(16,482)	(41,486)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from shareholder loans	16,117	38,662
Net cash provided by financing activities	16,117	38,662
Effect of foreign exchange transactions	675	2,609
Net increase/(decrease) in cash	310	(215)
Cash and equivalents - beginning of period	306	231	231
Cash and equivalents - end of period	616	16	306
SUPPLEMENTARY INFORMATION
Cash paid for interest
Cash paid for income taxes
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Notes payable conversion into common shares	23,000
Notes payable conversion into preferred stock	$ 98,281

XML

Organization and Nature of Business

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Organization and Nature of Business

History

Roadships Holdings, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Roadships Holdings, Inc. and Caddystats shall hereinafter be collectively referred to as “Roadships” “Caddystats” “Roadships Holdings”, the “Company”, “we’ or “us”).

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

Roadships is an emerging company in the short-sea and ground freight industry sectors operating through its wholly owned subsidiaries in the United States and Australia.

We have acquired several domestic and foreign subsidiaries to facilitate our entry into these markets. In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets in North America. Roadships America, Inc. was established to develop and accommodate organic growth within the North America markets.

On May 25, 2009, we acquired Roadships Acquisitions Pty, Ltd. a corporation formed under the laws of Australia, which we expect to use to identify and act upon synergistic acquisition targets in Australia and the surrounding area.

On June 15, 2009, we acquired Endeavour Logistics Pty. Ltd., to establish to develop and accommodate organic growth within the Australia markets. We renamed Endeavor Logistics Pty Ltd. to Roadships Freight Pty Ltd.

In the United States, Roadships Acquisitions US, Inc. is our subsidiary designated to identify and act upon synergistic acquisition targets throughout North America. Roadships America, Inc., was established to develop and accommodate organic growth within the North America markets.

Roadships is currently attempting to develop a High Speed (HS) Monohull ship design based on a vessel concept that was initially developed by Kvaerner Masa Yards - Technology (now STX Europe). The HS vessel design was conceived in the early 1990's for short sea shipping transportation throughout Europe using a hull form derived from a high speed ROPAX ferry built in Helsinki, Finland. This hull form was extensively tested and improved over a period of 5 years to optimize the hull form that offers the least resistance and allows the ship to maintain speed up to SS5.

Ground Freight Mergers and Acquisitions

The gestation period for a HS Monohull vessel is eighteen (18) months, best case, from start to finish. To drive short term cash flow, the Company’s strategic intent calls for the acquisition, merger and assimilation of privately held regional freight companies ranging in value from Eight Million USD ($8,000,000) to Twenty Million USD ($20,000,000). Strategically, Management intends to identify and acquire two (2) target operations quarterly – with one of the two being an over-performer and the other an under-performer – synergistically merging the two so as to optimize future operations of both operating entities.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Accumulated depreciation of property, plant and equipment	$ 114,599	$ 112,836
STOCKHOLDERS' DEFICIT
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	2,487,633,430	187,633,430
Common stock, shares outstanding	2,487,633,430	187,633,430
Series A Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4	4
Preferred stock, shares outstanding	1	0
Series B Convertible Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	39,312	0

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Deposits in Bank	$ 616	$ 306
Subsidiaries- Australia
Deposits in Bank	$ 591	$ 294

XML

Document and Entity Information

3 Months Ended

Mar. 31, 2013

Mar. 20, 2015

Document And Entity Information

Entity Registrant Name

ROADSHIPS HOLDINGS, INC.

Entity Central Index Key

0001389067

Document Type

10-Q

Document Period End Date

Mar. 31, 2013

Amendment Flag

true

Amendment Description

This amendment No. 1 is being filed for the purpose of reflecting the change in the company’s policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations.

Current Fiscal Year End Date

--12-31

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

No

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

2,987,633,430

Document Fiscal Period Focus

Q1

Document Fiscal Year Focus

2013

XML

Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Cash proceeds from shareholder loans	$ 16,117	$ 38,662
Accrued interest payable	1,211
Loss on debt extinguishment	(24,476,829)
Promissory note - related party	12,314		123,006
Accrued interest - related party	1,122		2,593
Common Stock
Shares issued for debt retirement	2,300,000,000
Debt amounted retired from issuance of stock	23,000
Loss on debt extinguishment	22,977,000
Series A Convertible Preferred Stock
Shares issued for debt retirement	1
Debt amounted retired from issuance of stock	98,281
Loss on debt extinguishment	1,499,829
Series B Convertible Preferred Stock
Shares issued for debt retirement	39,312
Debt amounted retired from issuance of stock	98,281
Loss on debt extinguishment	$ 1,499,829

XML

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements Of Operations
General and administrative	$ 2,541,973	$ 36,558
Depreciation	1,763	9,012
Total operating expenses	2,543,736	45,570
Operating loss	(2,543,736)	(45,570)
Interest expense	(1,211)	(636)
Loss on extinguishment of debt	(24,476,829)
Total other expense	(24,478,040)	(636)
Net loss	(27,021,776)	(46,206)
OTHER COMPREHENSIVE INCOME (LOSS)
Effect of foreign currency exchange	675
Net comprehensive loss	$ (27,021,101)	$ (46,206)
Net loss per common share - basic and diluted	$ (0.04)	$ 0.00
Weighted average shares outstanding	673,188,986	187,633,430

XML

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2013 and December 31, 2012 are as follows:

	03/31/13 (Unaudited)			12/31/12 (Audited)
Office equipment	$	87,836		$	87,836
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		123,110			123,110
Less: accumulated depreciation		(114,599	)		(112,836	)
Net fixed assets	$	8,511		$	10,274

XML

Capital

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Capital

At March 31, 2013, we had 2,487,633,430 common shares issued and outstanding from a total of 3 billion authorized.

Common Stock

On March 5, 2013, we granted 500,000,000 shares to consultants pursuant to their consulting arrangements. We valued the shares at their fair values based on the closing market price on the date of grant and recorded $2,500,000 in stock based compensations. The shares had not been issued by March 31, 2013 and are included in the Equity section of the Balance Sheet under “Common Stock Payable”.

On March 12, 2013, the Board of Directors voted to increase the number of common shares authorized to 3,000,000,000, changing the par value of the shares to $0.00001. The Consolidated Statement of Stockholders’ Equity / (Deficit) included in this quarterly report has been adjusted to reflect this change in par value.

Also on March 12, 2013, the Company issued to our Chief Executive Officer, Micheal Nugent, 2,300,000,000 shares of common stock in exchange for a reduction in debt from the Company to him in the amount of $23,000. We valued the shares at their fair value of the stock’s closing price on the grant date, recording an increase to Additional Paid in Capital of $23,000,000, a reduction of interest and principal of $2,437 and 20,563, respectively, and recorded a loss on retirement of debt of $22,977,000.

Preferred Stock

On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes:

Series A Convertible Preferred Stock

The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible at par value $0.00001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.00001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001 per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation.

Issuances of Preferred Stock

On March 12, 2013, the Company issued 1 share of Series A Convertible Preferred Stock and 39,312 shares of Series B Convertible Preferred Stock to our Chief Executive Officer, Micheal Nugent, in exchange for a reduction of debt in the amount of $98,281.

Valuation of Control Rights

Control is managed both through the Common Stock; Preferred Series A and Series B voting rights and the control over the covenants, articles and bylaws. We estimated the control premium for the voting control of the Holders Common Stock; Preferred Series A shares and Series B shares based on Transportation; Construction Contractors & Engineering Services; Distribution; and Industrial & Farm Equipment & Machinery industries at 19.70% as of 3/12/13. This control premium was derived by utilizing historical median control premium over the last 20 years within the Company’s similar industry.

We deemed the value of the Control premium was $393,600 which was based on the following inputs:

1.	The common stock price was $0.01 as of 3/12/13;
2.	187,633,430 common shares outstanding and the Holders Securities representing control and majority voting rights: 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights);
3.	A 19.70% premium over the common shares for the voting preferences;
4.	9,950,690,968 voting rights of the issued 2,300,000,000 Common Shares (92,613,893 and 6,174,254 shares previously held by the Holder); 1 share of Preferred Series A (9,950,690,968 voting rights) and 39,312 Series B Preferred shares issued (393,120 voting rights) based on the Company bylaws and Managements interpretation of the Certificate of Designation; and
5.	12,438,717,518 total voting rights – all shares issued and outstanding
6.	A 99.26% voting control from the issued Common; Preferred A and Preferred B shares.

We therefore valued the Control Premium at $393,600, and valued all of the features of all classes of stock issued on March 12, 2013, according to the table below.

	Shares Issued		Conversion Value		Voting Control		Fair Value
Common Stock		2,300,000,000		23,000,000		-	$	23,000,000
Preferred Series A		1		1,598,047		393,600		1,598,047
Preferred Series B		39,312		63		-		63
							$	24,598,110

Therefore, in recording the issuance of Series A and B Convertible Preferred Stock, we increased Additional Paid Capital by $1,598,110 ($1,598,047 + $63), reduced the principal amount owed to Mr. Nugent in the amount of $98,281, and recorded a loss on retirement of debt of $1,499,829.

Options

On July 2, 2012, we granted 10 million options to purchase our common stock to each of our Chief Executive and Chief Financial Officers (20 million total). A complete discussion of these options can be found in our annual report on Form 10-K as of December 31, 2012, filed on April 16, 2013 and herein incorporated by reference.

During the quarter ended March 31, 2013, we expensed an additional $42,385 in options expense which is included in stock-based compensation, leaving $9,600 to be expensed in the second quarter of 2013.

There were no options expenses during the three months ended March 31, 2012.

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Capital (Details) (USD $)	Mar. 31, 2013
Fair Value	$ 24,598,110
Series A Convertible Preferred Stock
Shares Issued	1
Conversion Value	1,598,047
Voting Control	393,600
Fair Value	1,598,047
Preferred Series B
Shares Issued	39,312
Conversion Value	63
Voting Control
Fair Value	63
Common Stock Payable [Member]
Shares Issued	2,300,000,000
Conversion Value	23,000,000
Voting Control
Fair Value	$ 23,000,000

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Capital (Table)

3 Months Ended

Mar. 31, 2013

Capital Table

Schedule of control premium and value of all classes of stock issued

We therefore valued the Control Premium at $393,600, and valued all of the features of all classes of stock issued on March 12, 2013, according to the table below.

	Shares Issued		Conversion Value		Voting Control		Fair Value
Common Stock		2,300,000,000		23,000,000		-	$	23,000,000
Preferred Series A		1		1,598,047		393,600		1,598,047
Preferred Series B		39,312		63		-		63
							$	24,598,110

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Subsequent Events

Changes in Management

On January 14, 2014, Michael Norton-Smith resigned as a director and as Chief Financial Officer of the Registrant. Mr. Norton-Smith advised the Registrant that he was resigning from the foregoing positions for personal reasons and has not expressed any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.

On January 15, 2014, the Registrant’s Board of Directors duly appointed Micheal Nugent, the Chief Executive Officer of the Registrant, to act as interim Chief Financial Officer until such time as a qualified Chief Financial Officer has been engaged. The Registrant is actively seeking to engage new Chief Financial Officer but has not yet identified a suitable candidate.

Changes in Capital Structure

On December 9, 2014, the Registrant entered into a Shares for Debt Agreement (the “Agreement”) with Micheal Nugent, its President, CEO, CFO and a director, whereby Mr. Nugent agreed to surrender 39,312 shares of the Registrant’s Series B Preferred Stock to the Registrant in exchange for a promissory note for $98,281 USD, with interest accruing thereon at the rate of 5% per annum (the “Note”). The Note is due and payable on December 31, 2015, but the Registrant may prepay the amount outstanding without penalty. The shares of Series B Preferred Stock acquired from Mr. Nugent will be canceled and extinguished.

The Registrant’s board of directors approved the Debt for Shares Agreement and the Note after determining that they were fair to and in the best interests of the Registrant. The principal amount of indebtedness secured by the Note is equal to the amount originally owing by the Registrant to Mr. Nugent for disbursements paid for and on behalf of the Registrant, in settlement for which Mr. Nugent was issued the Preferred Stock on March 12, 2013.

We have evaluated subsequent events through the date of this report.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Basis Of Presentation And Summary Of Significant Accounting Policies Policies

Condensed Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2013. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q/A should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2012, as reported in Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Change in Accounting Policy

The Company changed its policy regarding valuation of the Series A and Series B Convertible Preferred Stock issued on March 12, 2013. Previously, the company had adopted the intrinsic value method of assigning values to these issuances. Subsequent to the issue of the 10-Q (for which this report on 10-Q/A represents an amendment), the company adopted the Market Approach to its valuations.

Principles of Consolidation

Our consolidated financial statements include the accounts of Roadships Holdings, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

Property, Plant and Equipment

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

Foreign Currency Risk

We currently have two subsidiaries operating in Australia. At March 31, 2013 and December 31, 2012, we had $591 and $294 Australian Dollars, respectively ($616 and $306 US Dollars, respectively) deposited into Australian banks.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2013 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had` been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company. The Company chose to early adopt this ASU.

In October 2012, the FASB issued ASU 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2013

Property Plant And Equipment Tables

Schedule of Property, Plant and Equipment

Property, Plant and Equipment consists principally of office furniture and equipment and vehicles. Balances at March 31, 2013 and December 31, 2012 are as follows:

	03/31/13 (Unaudited)			12/31/12 (Audited)
Office equipment	$	87,836		$	87,836
Equipment		23,362			23,362
Vehicles		11,912			11,912
Total fixed assets at cost		123,110			123,110
Less: accumulated depreciation		(114,599	)		(112,836	)
Net fixed assets	$	8,511		$	10,274

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Property, Plant and Equipment (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Fixed assets at cost	$ 123,110	$ 123,110
Less: accumulated depreciation	(114,599)	(112,836)
Net fixed assets	8,511	10,274
Office Equipment
Fixed assets at cost	87,836	87,836
Equipment
Fixed assets at cost	23,362	23,362
Vehicles
Fixed assets at cost	$ 11,912	$ 11,912

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Consolidated Statement Of Stockholders' Equity / (Deficit) (Unaudited) (USD $)	Common Stock	Series A Convertible Preferred Stock	Preferred Stock Series B	Accumulated Other Comprehensive Income	Common Stock Payable [Member]	Additional Paid In Capital	Deficit Accumulated During the Development Stage	Total
Balance beginning, Amount at Dec. 31, 2011	$ 1,876					$ 5,571,085	$ (5,592,841)	$ (19,880)
Balance beginning, Shares at Dec. 31, 2011	187,633,430
Grant of options to officers						66,664		66,664
Net loss							(180,494)	(180,494)
Balance ending, Amount at Dec. 31, 2012	1,876					5,637,749	(5,773,335)	(133,710)
Balance beginning, Shares at Dec. 31, 2012	187,633,430
Common shares issued for debt reduction, Shares	2,300,000,000
Common shares issued for debt reduction, Amount	23,000					22,977,000		23,000,000
Stock based compensation					2,500,000	42,385		2,542,385
Preferred shares issued for conversion of debt, Shares		1	39,312
Preferred shares issued for conversion of debt, Amount		1	4			1,598,105		1,598,110
Foreign currency translation adjustment				675				675
Net loss							(27,021,776)	(27,021,776)
Balance ending, Amount at Mar. 31, 2013	$ 24,876	$ 1	$ 4	$ 675	$ 2,500,000	$ 30,255,239	$ (32,795,111)	$ (14,316)
Balance ending, Shares at Mar. 31, 2013	2,487,633,430	1	39,312

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Related Party Transactions

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Related Party Transactions

For the three months ended March 31, 2013, we had the following transactions with our major shareholder and Chief Executive Officer, Micheal Nugent:

· We received $16,117 in cash loans to pay operating expenses,

· We accrued $1,211 in interest payable,

· We issued 2,300,000,000 shares of common stock to Mr. Nugent, retiring $23,000 of accumulated debts owed to him, and recording a loss on retirement of debt of $22,977,000 (see Note 5 for a more detailed explanation of this stock issuance),

· We issued 1 share of Class A Convertible Preferred Stock and 39,312 Series B Convertible Preferred Stock, retiring $98,281 of accumulated debts owed to him, and recording a loss on retirement of debt of $1,499,829, collectively, for these two issuances (see Note 5 for a more detailed explanation of this stock issuance),

According to our agreement with this shareholder, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

As of the date of this report, no principal or interest has been called by the maker of the note. The outstanding balance at March 31, 2013 is $12,314 and $1,122, respectively, for principal and interest.

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Capital (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	2,487,633,430	187,633,430
Common stock, shares outstanding	2,487,633,430	187,633,430
Options expense included in stock-based compensation	$ 42,385
Series A Convertible Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4	4
Preferred stock, shares outstanding	1	0
Series B Convertible Preferred Stock
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	39,312	0