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EX-10.1 - EXHIBIT 10.1 - TAUTACHROME INC.ex10_1.htm
EX-10.2 - EXHIBIT 10.2 - TAUTACHROME INC.form10_2.htm
EX-10.3 - EXHIBIT 10.3 - TAUTACHROME INC.form10_3.htm
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 15, 2010
 
ROADSHIPS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
333-141907
 
20-5034780
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

525 North Tryon Street, City Center Suite 1600
Charlotte NC 28202
704-237-3194
www.roadships.us

Registrant’s telephone number, including area code: 704-237-3194
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))


 
ROADSHIPS HOLDINGS, INC.

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENTS
 
Item 1.01  Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01  Financial Statements and Exhibits
Exhibit – 10.1 Memorandum of Understanding between Roadships Intermodal Marine Lines, LLC and Crowley Technical Service, Inc.
Exhibit – 10.2 Employment Agreement for Voltaire Gomez
Exhibit – 10.3 Share Purchase Agreement with Reefco Logistics, Inc.
Signatures

Item 1.01                      Entry into a Material Definitive Agreement

Memorandum of Understanding

As of June 15, 2010, Roadships Intermodal Marine Lines, LLC (“RIML”), a subsidiary of Roadships Holdings, Inc. (the “Company” or the “Registrant”), executed a Memorandum of Understanding (the “Agreement”) between and among RIML and Crowley Technical Service, Inc. (“Crowley”). The Memorandum of Understanding is attached as Exhibit 10.1.

Pursuant to the terms of the Agreement, RIML and Crowley indicate continued interest in regards to the possible design, construction supervision, and operation by Crowley of U.S Coastwise qualified Freight Vessels and related Intermodal Systems for RIML (the “Transaction”). RIML and Crowley agree to continue their due diligence review of the feasibility of the Transaction. The Agreement is executed to evidence the good faith of both RIML and Crowley in proceeding to the present state of negotiations and to continue such negotiations. RIML and Crowley agree that neither they nor their affiliates will entertain, negotiate, discuss, or solicit any other provider of technical or ship management and construction related services to perform the Transaction or provide any information to a third party with respect to the Transaction prior to December 31, 2010.
 
Employment Agreement with Voltaire Gomez
 
As of June 23, 2010, the Registrant entered into an Employment Agreement with Voltaire Gomez (the “Gomez Agreement”), an individual residing at 141 Orange Ave. #203, Coronado, CA 92118. Pursuant to the Gomez Agreement, the Registrant desires to appoint Mr. Gomez as Vice President and Director, to retain Mr. Gomez’s services in an advisory and consulting capacity, and to prevent any other competitive business from securing his services and utilizing his experience, background, and expertise.
 
Pursuant to the Gomez Agreement, the Company hereby grants Mr. Gomez Warrants for the purchase of Ten Million (10,000,000) shares of Company's common stock as compensation for services rendered or to be rendered (equates to $0.001 per share), for a period of three years from the date of June 23, 2010. The Warrants may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Gomez shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to these warrants until he has exercised the warrant and has become the shareholder of record of those shares. As of June 23, 2010, no other compensation has been contemplated. Mr. Gomez’s salary shall be set at the discretion of the Board of Directors from time to time.  The Employment Agreement for Voltaire Gomez is attached as Exhibit 10.2.
 
Share Purchase Agreement
 
As of June 28, 2010, the Registrant entered into a Share Purchase Agreement by and among Mr. Ernest Beauregard, principal and sole shareholder of Reefco Logistics, Inc., a North Carolina S-Corporation (“Reefco”). Pursuant to the Share Purchase Agreement, the Registrant desires to purchase 100% of the outstanding stock of Reefco and certain assets of Reefco in exchange for the purchase price of Four Hundred and Fifty Thousand U.S. Dollars ($450,000) (the “Purchase Price”). The fixed assets of Reefco include but are not limited to office equipment, computer equipment, software, furniture, and fixtures. The intangible assets of Reefco include but are not limited to all trade names, trade or service marks, customer lists, trade secrets, proprietary information, rights to licenses, customer contracts and agreements, data, licenses, the name “Reefco Logistics, Inc.”, and all other intangible rights and goodwill regardless of form, free and clear of all liens and encumbrances. The Purchase Price shall be paid by a Twenty Thousand U.S. Dollar ($20,000) deposit upon execution of the Share Purchase Agreement. The remaining Purchase Price balance of Four Hundred and Thirty Thousand U.S. Dollars ($430,000) shall be paid at closing of the Share Purchase Agreement, on or around July 30, 2010. Additionally, pursuant to the Share Purchase Agreement, Mr. Ernest Beauregard entered into an employment agreement with the Registrant for a minimum of three years at a rate of One Hundred Thousand U.S. Dollars per annum ($100,000), renewable upon mutually agreeable terms. The Registrant has agreed to keep the Reefco office space located in Raleigh, NC. Furthermore, pursuant to the Share Purchase Agreement, the Registrant hereby enters into an operating agreement, effective August 1, 2010, for the establishment of Reefco Logistics, Inc. into Sydney, Australia. The Share Purchase Agreement with Reefco Logistics, Inc. is attached as Exhibit 10.3
 
Item 2.01 Completion of Acquisition or Disposition of Assets
 
Please refer to Item 1.01 under the Share Purchase Agreement section for a description of the acquired assets and their Purchase Price.
 

 
Item 3.02 Unregistered Sales of Equity Securities
 
Pursuant to the Gomez Agreement, on June 23, 2010, the Company granted Warrants for the purchase of Ten Million (10,000,000) shares of the Company’s Common Stock to Gomez in consideration for services rendered or to be rendered as Vice President and Director of the Company.  The Warrants may be exercised in whole or in part, but may only be exercised in lots of Twenty Five Thousand (25,000) shares. Mr. Gomez shall not have any of the rights of, nor be treated as, a shareholder with respect to the shares subject to these Warrants until he has exercised the Warrant and has become the shareholder of record of those shares. The shares will bear the restrictive legend, pursuant to the Securities Act of 1933, as amended, and applicable state law. Specifically, we relied on section 4(2) of the Securities Act of 1933.  We issued these shares based on the following facts:  (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Voltaire Gomez

On June 23, 2010, the Registrant entered into an employment agreement with Voltaire Gomez and appointed him as Director and Vice President of the Company, effective immediately.

Voltaire Gomez, age 39, attended private schools throughout his life including Southern California Military Academy and Saint John’s. He attended Universidad Autonoma de Baja California in Tijuana and Paris, France. Mr. Gomez graduated with an international business degree. Since graduating, he has been a market maker running domestic and foreign trading desks, trading equities, equity options and fixed income securities. He moved to senior management and compliance, overseeing all trading and day to day operations of broker dealers and transfer agencies. He recently sat on a consulting firm advisory committee for broker dealers and transfer agencies across the United States. His strong understanding of the markets and direct knowledge of corporate structure and governance will allow the Company to structure unique possibilities in acquisitions and merger candidates.  
 
Mr. Gomez has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Gomez has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Mr. Gomez has not, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

The Company discloses that there are no transactions during the last two years, or proposed transactions, to which the Company was or is a party, in which Mr. Gomez had or is to have a direct or indirect material interest.

Mr. Gomez will be compensated for his services pursuant to the terms of his contract as cited in Item 1.01 in this Current Report on Form 8-K. The Employment Agreement for Voltaire Gomez is attached as Exhibit 10.2.
 
Ernest Beauregard
 
On June 28, 2010, the Registrant entered into an employment agreement with Ernest Beauregard and appointed him as an employee of the Company, effective immediately.

Mr. Beauregard, age 62, graduated from Ferris State University in 1975 with a Bachelors in Business Administration. He started in the transport business with Schenkers International Forwarders in Chicago in 1976 within the air freight department. Mr. Beauregard was promoted to air consolidation gateway manager then transferred to assist in opening the Milwaukee, Wisconsin office in 1978. Mr. Beauregard transitioned to outside sales in 1980 and helped develop the Minneapolis, Minnesota market. Mr. Beauregard left Schenkers International Forwarders in 1984 and went to work for AEI as an outside sales representative for Wisconsin until 1986. In 1986, he moved to Raleigh, North Carolina to take an international air freight sales position for CF Air Freight. In 1989, he went to work for Hipage Company to develop and expand their import and export transport services. In 1992, he become Vice President of Long Transportation’s international logistics division and established FMC and NVOC as qualifying individual, negotiated carrier contracts and set up operations procedures and policies. In 1997 he started Reefco Logistics, Inc. to offer freight forwarding and transport services of the food and agriculture products to exporters and importers. He has vast experience in developing policies and procedures for operations, documentation and compliance for handling the shipment of perishable and non perishable food products, and expanding customer relations.

Mr. Beauregard has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Beauregard has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Mr. Beauregard has not, during the last five years, been a party of any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Mr. Beauregard will be compensated for his services pursuant to the terms of the Share Purchase Agreement as cited in Item 1.01 in this Current Report on Form 8-K. The Share Purchase Agreement with Reefco Logistics, Inc. is attached as Exhibit 10.3.
 
Item 9.01       Financial Statements and Exhibits

(d)
Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit

Exhibit – 10.1 Memorandum of Understanding between Roadships Intermodal Marine Lines, LLC and Crowley Technical Service, Inc.
Exhibit – 10.2 Employment Agreement for Voltaire Gomez
Exhibit – 10.3 Share Purchase Agreement with Reefco Logistics, Inc.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 30, 2010                                Roadships Holdings, Inc.
 
                                                      
                                                                  Michael Nugent
                                                                  Chief Executive Officer

Date: June 30, 2010                               Roadships Holdings, Inc.
 
                                                                  By: /s/ Robert Smith                                           
                                                                  Robert Smith
                                                                  Corporate Secretary
 
 
 

 
 
Exhibit Index