TAUTACHROME INC. - FORM 10-Q - November 19, 2009

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - TAUTACHROME INC.	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - TAUTACHROME INC.	ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - TAUTACHROME INC.	ex31_2.htm
EX-32.2 - EXHIBIT 32.2 - TAUTACHROME INC.	ex32_2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

o	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: 000-28015

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.)

City Center, 525 North Tryon Street, Suite 1600,, Charlotte, NC, 28202

(Address of principal executive offices)

704-237-3194

(Registrant’s telephone number, including area code)

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, FL 33309

(Former name, former address and former fiscal year, if changed since last report)

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 xNo o

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

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares of the registrant’s common stock outstanding as of November 16, 2009, was 159,957,930.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS	4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9

ITEM 3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK	9

ITEM 4. CONTROLS AND PROCEDURES	9
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	10

ITEM 1A. RISK FACTORS	10

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	10

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10

ITEM 5. OTHER INFORMATION	10

ITEM 6. EXHIBITS	10

SIGNATURES	12

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

(Formerly Caddystats, Inc.)

BALANCE SHEETS

	Sep 30, 2009 (Unaudited)			Dec 31, 2008 (Audited)

ASSETS

Cash and equivalents	$	106		$	1,760
Prepaid expenses		9,000			-
Total current assets		9,106			1,760

Property, plant and equipment, net of accumulated depreciation of $16,117 and $0 at September 30, 2009 and December 31, 2008, respectively		130,709			-

TOTAL ASSETS	$	139,815		$	1,760

LIABILITIES

Shareholder loan	$	-		$	1,980

Total current liabilities		-			1,980

TOTAL LIABILITIES		-			1,980

STOCKHOLDERS' EQUITY / (DEFICIT)

Common stock – par value $0.001, 1 billion shares authorized. 159,957,930 and 53,750,000 shares outstanding at September 30, 2009 and December 31, 2008, respectively.		159,958			53,570
Additional paid in capital		122,230			(53,570	)
Deficit accumulated during the development stage		(142,373	)		(220	)

Total stockholders' equity / (deficit)		139,815			(220	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)	$	139,815		$	1,760

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

Table of Contents

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

(Formerly Caddystats, Inc.)

STATEMENTS OF EXPENSES

	Nine Months Ended 09/30/09 (Unaudited)			Three Months Ended 09/30/09 (Unaudited)			Inception (9/26/08) to 9/30/09 (Unaudited)


EXPENSES
General and administrative	$	98,998		$	76,504		$	99,218
Promotional expenses paid in stock		32,000			-			32,000
Depreciation		11,155			7,126			11,155

Total expenses		142,153			83,630			142,373

NET LOSS	$	(142,153	)	$	(83,630	)	$	(142,373	)

Net loss per common shares - basic and diluted	$	-		$	-
Weighted average common shares outstanding - basic and diluted		95,536,195			159,947,430

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

Table of Contents

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

(Formerly Caddystats, Inc.)

STATEMENT OF SHAREHOLDERS’ EQUITY / (DEFICIT)

(unaudited)

		Common Stock
	Date	Shares		Amount		Additional Paid In Capital			Deficit Accumulated During the Development Stage			Total Stockholder's Equity / (Deficit)

Inception – Issuance of founders shares September 26, 2008	09/26/08		53,750,000	$	53,750	$	(53,750	)	$	-		$	-

Net loss 9/26/08 to 12/31/08										(220	)		(220	)

Balances, 12/31/08			53,750,000		53,750		(53,750	)		(220	)		(220	)

Contribution from shareholders	03/31/09						14,302						14,302
Shareholder forgiveness of debt	04/01/09						1,980						1,980
													-
Shares issued to acquire Roadships Acquisitions Pty, Ltd (Australia)	05/30/09		10,000		10		(10	)					-
													-
Stock dividend to existing shareholders	06/15/09		106,197,430		106,197		(106,197	)					-

Shares issued to acquire Endeavour Logistics Pty, Ltd.	06/22/09		500		1		173,861						173,862
													-
Payment of expenses by shareholders							92,044						92,044
													-
Net loss, nine months ended 9/30/09										(142,153	)		(142,153	)

Balance, 9/30/09			159,957,930	$	159,958	$	122,230		$	(142,373	)	$	139,815

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

Table of Contents

ROADSHIPS HOLDINGS, INC.

(A Development Stage Company)

(Formerly Caddystats, Inc.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended 09/30/09 (Unaudited)			Inception (9/26/08) to 9/30/09 (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(142,153	)	$	(142,373	)

Depreciation expense		11,155			11,155
Promotional expenses paid in stock		32,000			32,000

Changes in operating assets and liabilities:
Prepaid expenses		(9,000	)		(9,000	)

Net cash used in operating activities		(107,998	)		(108,218	)


CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by / (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Cash proceeds from shareholder contributions		106,344			108,324

Net cash provided by financing activities		106,344			108,324

Net increase / (decrease) in cash and cash equivalents		(1,654	)		106
Cash and cash equivalents, beginning of period		1,760			-
Cash and cash equivalents, end of period	$	106		$	106

SUPPLEMENTARY INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-

SUPPLEMENTAL DISCLOSURES ON NON-CASH FINANCING TRANSACTIONS:
Acquisition of Endeavor Logistics Pty Ltd. for stock	$	173,834		$	173,834
Forgiveness of shareholder loan	$	1,980		$	1,980

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

Table of Contents

ROADSHIPS HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2009

Note 1 – Organization and Nature of Business

History

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

Reverse Merger and 5:1 Forward Split

On March 3, 2009, the owners of Roadships Holdings, Inc., a Florida Corporation (“Roadships Florida”), and Roadships America, Inc., also a Florida Corporation (“Roadships Am”), both privately held companies, exchanged all of their outstanding shares of common stock in the companies for 16,025,000 shares of common stock of Caddystats, Inc. (“Caddystats”), a public company, representing approximately 100% of the outstanding common shares of the Company. Upon the exchange transaction (the “Transaction”), Caddystats changed its name to Roadships Holdings, Inc. and increased the number of authorized common stock to 1,000,000,000 shares As a result of the transaction, Roadships Florida and Roadships Am (the “Companies”) are now wholly-owned subsidiaries of Caddystats. In essence, Roadships and Roadships Am merged into a public shell company with no or nominal remaining operations; and no or nominal assets and liabilities.

In accordance with Financial Accounting guidance related to Business Combinations (“Topic 805”), the Companies are considered the accounting acquirer in the exchange transaction. Because the Companies owners as a group retained or received the larger portion of the voting rights in the combined entity and the Companies senior management represents a majority of the senior management of the combined entity, the Companies are considered the acquirer for accounting purposes and will account for the transaction as a reverse acquisition. The acquisition will be accounted for as a recapitalization, since at the time of the transaction, Caddystats was a company with no or nominal operations, assets and liabilities. Consequently, the assets and liabilities and the historical operations that will be reflected in future consolidated financial statements will be those of the Companies and will be recorded at its historical cost basis. The financial statements have been prepared as if Roadships and Roadships Am had always been the reporting company and, on the share transaction date, changed its name and reorganized its capital stock.

On February 25, 2009, the board of directors approved a 5:1 Forward Split of the corporation’s common stock. All information in this Form 10-Q has been adjusted to reflect the forward split as if it took place as of the earliest period reported.

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 (see Note 6), 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 (see Note 6).

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

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

Condensed 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 September 30, 2009. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2008, as reported in Form 8-K/A filed with the SEC on April 20, 2009.

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 whose functional currency is the Australian Dollars (AUD). We do not currently have any funds denominated in Australian Dollars on deposit in any Australian banks. However, we intend to put operating funds into those companies before the end of 2009.

Use of Estimates

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

Net Loss Per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three and six months ended June 30, 2009 as the effect of our potential common stock equivalents would be anti-dilutive.

Table of Contents

ROADSHIPS HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2009

Note 3 – Going Concern

As of September 30, 2009, 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 nine months ended September 30, 2009, certain beneficial shareholders paid expenses of $92,044, made cash contributions of $14,302 and forgave the balance owed at March 31, 2009 of $1,980. These contributions are included as increases in Additional Paid in Capital.

Note 5 – Capital

At December 31, 2008, we had 53,750,000 shares outstanding. During the nine months ended September 30, 2009, we issued the following shares:

*	106,197,430 common shares to existing shareholders pursuant to the resolution by our Board of Directors to 1.97577 additional shares for each share owned.
*	10,000 common shares to the shareholders of Roadships Acquisitions Pty, Ltd., a corporation organized under the laws of Australia, to acquire 100% of the outstanding common stock of that company.
*	500 common shares to the shareholders of Endeavour Logistics Pty, Ltd., a corporation organized under the laws of Australia, to acquire 100% of the outstanding common stock of that company.

At September 30, 2009, our common stock issued and outstanding was 159,957,930 shares.

During the nine months ended June 30, 2009, certain of our shareholders paid expenses of the Company totaling $92,044 and made cash contributions of $14,302 and elected to have those contributions treated as increases to Additional Paid in Capital.

At March 31, 2009, we recorded a loan to a shareholder in the amount of $1,980. Subsequent to March 31, 2009, the shareholder forgave the debt and we treated the transaction as an increase in Additional Paid in Capital.

The Company has issued no potentially dilutive securities.

Note 6 – Recent Acquisitions

Roadships Acquisitions Pty, Ltd.

On May 25, 2009, we entered into a definitive agreement with the shareholders of Roadships Acquisitions Pty, Ltd. (“RAL”), a corporation formed under the laws of Australia, whereby we acquired 10,000 shares of RAL representing 100% of the issued and outstanding stock of that company in exchange for 10,000 shares of Roadships Holdings, Inc., representing less than 1% of the issued and outstanding shares of the Company. RAL is now a wholly-owned subsidiary of Roadships Holdings, Inc.

Since Roadships Acquisitions Pty Ltd. owned no assets and had no operations and therefore did not constitute a business, we valued the transaction at zero, adding the par value of the stock issued to Capital Stock in the equity section of our balance sheet, but subtracting that amount from Additional Paid in Capital.

Endeavour Logistics Pty, Ltd.

On June 22, 2009, we entered into a definitive agreement with the shareholders of Endeavour Logistics Pty, Ltd. (“Endeavour” or “ELP”) ”), a corporation formed under the laws of Australia, whereby we acquired 500 shares of ELP representing 100% of the issued and outstanding stock of that company in exchange for 500 shares of Roadships Holdings, Inc., representing less than 1% of the issued and outstanding shares of the Company. ELP is now a wholly-owned subsidiary of Roadships Holdings, Inc.

Endeavor had assets (office furniture, equipment and vehicles) totaling $169,864 at the time we acquired them, but no substantial operations. We therefore valued the transaction at the historical cost of the assets and recorded the value of the acquisition at $169,864.

Note 7 – Subsequent Events

On October 1, 2009, Michael Nugent resigned as President of the Company. He will remain as Chief Executive Officer. Also on October 1, 2009, Robert Smith was appointed as President of the Company.

The Company evaluated subsequent events through November 16, 2009

Table of Contents

ITEM 2- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN 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.

We have acquired several domestic and foreign subsidiaries to facilitate our entry into these 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.

In addition to these acquisitions, we have entered into a Memorandum of Understanding with Wits Holdings Pty Ltd. (“Wits”), an Australian Proprietary Company, to acquire 100% of the outstanding shares of Wits in exchange for 1.2 million shares of our common stock and AUD 5 million (approximately 4 million USD).

Concurrently with the Memorandum of Understanding with Wits, we executed an agreement with MC Capital & Company (“MC”), an Australian investment banking group, to provide advice in the following areas:

·	arranging debt, equity, and equity-linked capital;

·	possible mergers and acquisitions.

In the short term, and based on preliminary due diligence, MC has committed to a direct investment in the Registrant and the successful conclusion of the Wits transaction described hereinabove.

Over the short to mid-term, MC is investigating participation in a Roadships plan to acquire two existing short sea ships that, once upgraded by the Registrant’s partner, STX Canada Marine, Inc., will be introduced to the Australian market creating a much needed short sea link between Brisbane, Sydney and Melbourne.

If MC is successful in raising the requisite capital for acquisition of two ships, Roadships will accelerate its strategic entrance as an operator of short-sea transport ships, an event that we hope shall have the Company moving trailers by ship between the aforementioned key hubs by March of 2010.

Interests in access to a short sea shipping solution has spiked recently in Australia, with trucking operators aggressively pursuing the material savings associated with moving trailers by short-sea shipping routes. This increasing demand has given rise to the retrofitting of trailers for short-sea transport, thus reducing the costs and labor associated with manual tie-down of non-retrofitted trailers.

Independently, Endeavour Logistics Pty. Ltd., has entered the trailer retrofitting market, and outsourced the marketing of the retrofitting services and applicant processing to Adbax, Truckside Management, Inc.

Results of Operations

As of September 30, 2009, the Company has not yet begun operations, has minimal assets and no revenues. We have incurred general and administrative costs of $98,998 for the nine months ended September 30, 2009, mostly due to public-company compliance costs. We also incurred $11,155in depreciation charges for the assets in our subsidiary, Endeavour Logistics.

The Company was founded on September 26, 2008 and no operations for the third quarter of that year. Therefore there is no comparative information presented.

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.

Plan of Operation

Over the next twelve months, we plan to:

·	Obtain financing for the acquisition of Wits Holdings Pty Ltd. Preliminary due diligence suggests that the cash flows from operations of Wits is sufficient to service the interest and principal on the debt used to acquire the Company.

·	Obtain financing to acquire two short sea ships to provide a short sea link between Brisbane, Sydney and Melbourne, Australia.

·	Grow our trailer retrofitting business in our subsidiary, Endeavour Logistics.

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

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

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 – OTHER INFORMATION

None

ITEM 6 - EXHIBITS

Table of Contents

Exhibit No.	Description of Exhibit
31.1	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).
31.2	Bylaws (included as Exhibit 3.2 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).
32.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	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 eherewith).

Table of Contents

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.

Date: November 18, 2009	Roadships Holdings, Inc
	By: /s/ Michael Nugent
	Michael Nugent Chief Executive Officer

	By: /s/ Robert Smith Robert Smith Corporate Secretary

TAUTACHROME INC. Reports

Also read

Attached files