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 oNon-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
      CONTENTSPART
      I. FINANCIAL INFORMATIONITEM
      1. CONSOLIDATED FINANCIAL STATEMENTS
              4ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
              9ITEM
      3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
              9ITEM
      4. CONTROLS AND PROCEDURES
              9PART
      II. OTHER INFORMATIONITEM
      1. LEGAL PROCEEDINGS
              10ITEM
      1A. RISK FACTORS
              10ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
              10ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
              10ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              10ITEM
      5. OTHER INFORMATION
              10ITEM
      6. EXHIBITS
              10SIGNATURES
              12
 
 2
 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)ASSETSCash
      and equivalents
              
              $
              106
              
              
              $
              1,760Prepaid
      expenses
              
              
              9,000
              
              
              
              -Total
      current assets
              
              
              9,106
              
              
              
              1,760Property,
      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
              
              
              $
              1,760LIABILITIESShareholder
      loan
              
              $
              -
              
              
              $
              1,980Total
      current liabilities
              
              
              -
              
              
              
              1,980TOTAL
      LIABILITIES
              
              
              -
              
              
              
              1,980STOCKHOLDERS'
      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
              
              
              
              53,570Additional
      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.
 
 3
 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)EXPENSESGeneral
      and administrative
              
              $
              98,998
              
              
              $
              76,504
              
              
              $
              99,218Promotional
      expenses paid in stock
              
              
              32,000
              
              
              
              -
              
              
              
              32,000Depreciation
              
              
              11,155
              
              
              
              7,126
              
              
              
              11,155Total
      expenses
              
              
              142,153
              
              
              
              83,630
              
              
              
              142,373NET
      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.
  4
 Table
of Contents
   ROADSHIPS
HOLDINGS, INC.
 (A
Development Stage Company)
 (Formerly
Caddystats, Inc.)
 STATEMENT
OF SHAREHOLDERS’ EQUITY / (DEFICIT)
 (unaudited)
 
 
 Common
      StockDate
              
              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
              
              
              
              
              
              
              
              14,302Shareholder
      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.
  5
 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 ACTIVITIESNet
      loss
              
              $
              (142,153
              )
              
              $
              (142,373
              )Depreciation
      expense
              
              
              11,155
              
              
              
              11,155Promotional
      expenses paid in stock
              
              
              32,000
              
              
              
              32,000Changes
      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 ACTIVITIESNet
      cash provided by / (used in) investing activities
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      proceeds from shareholder contributions
              
              
              106,344
              
              
              
              108,324Net
      cash provided by financing activities
              
              
              106,344
              
              
              
              108,324Net
      increase / (decrease) in cash and cash equivalents
              
              
              (1,654
              )
              
              
              106Cash
      and cash equivalents, beginning of period
              
              
              1,760
              
              
              
              -Cash
      and cash equivalents, end of period
              
              $
              106
              
              
              $
              106SUPPLEMENTARY
      INFORMATIONCash
      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
              
              
              $
              173,834Forgiveness
      of shareholder loan
              
              $
              1,980
              
              
              $
              1,980
 
 
 The
accompanying notes are an integral part of these financial
statements.
  6
 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.
  7
 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
  8
 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.
 
 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.
  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.
  9
 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
  10
 Table
of Contents
 
 Exhibit
      No.
              Description
      of Exhibit31.1
              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).
 
  11
 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, IncBy:/s/ Michael
      NugentMichael
      Nugent
                Chief
      Executive OfficerBy:
      /s/ Robert
      Smith
                Robert
      Smith
                Corporate
      Secretary