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 JUNE 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.)
 
 525
      North Tryon Street, Suite 1600, Charlotte, NC 28202(Address
      of principal executive offices)
 
 (704)
      237-3194(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
  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 August 4,
2009, was 159,957,930.
 
 1
 TREATY
ENERGY CORPORATION
 FORM 10-Q
 
 INDEX
  ITEM I
                PAGEITEM
      1. FINANCIAL STATEMENTS
                3ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS
                10ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                11ITEM
      4. CONTROLS AND PROCEDURES
                11PART II. OTHER INFORMATIONITEM
      1. LEGAL PROCEEDINGS
                  
                  ITEM
      1A. RISK FACTORS
                11
                  
                  11ITEM
      2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
                11ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                11ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                11ITEM
      5. OTHER INFORMATION
                11ITEM
      6. EXHIBITS
                11SIGNATURES
                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
 
 June
      30, 2009 (Unaudited)
                
                
                Dec
      31, 2008 (Audited)ASSETSCash
      and equivalents
                
                $
                217
                
                
                $
                1,760Total
      current assets
                
                
                217
                
                
                
                1,760Property,
      plant and equipment, net of accumulated depreciation of $,4029 and $0 at
      June 30, 2009 and December 31, 2008, respectively
                
                
                137,835
                
                
                
                -TOTAL
      ASSETS
                
                $
                138,052
                
                
                
                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 June 30, 2009 and December 31, 2008,
      respectively.
                
                
                159,958
                
                
                
                53,570Additional
      paid in capital
                
                
                45,837
                
                
                
                (53,570
                )Accumulated
      deficit
                
                
                (67,743
                )
                
                
                (220
                )Total
      stockholders' equity / (deficit)
                
                
                138,052
                
                
                
                (220
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
                
                $
                138,052
                
                
                $
                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 OPERATIONS
 
 
 Six
      Months Ended 06/30/09 (Unaudited)
                
                
                Three
      Months Ended 06/30/09 (Unaudited)
                
                
                Inception
      (9/26/08) to 6/30/09
                  (Unaudited)EXPENSESGeneral
      and administrative
                
                
                31,494
                
                
                
                15,689
                
                
                
                31,714Promotional
      expenses
                
                
                32,000
                
                
                
                32,000
                
                
                
                32,000Depreciation
                
                
                4,029
                
                
                
                4,029
                
                
                
                4,029Total
      expenses
                
                
                67,523
                
                
                
                51,718
                
                
                
                67,743NET
      LOSS
                
                
                (67,523
                )
                
                
                (51,718
                )
                
                
                (67,743
                )Net
      loss per common shares - basic and diluted
                
                $
                -
                
                
                $
                -Weighted
      average common shares outstanding - basic and diluted
                
                
                62,419,786
                
                
                
                71,449,572
 
 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)
 
 
 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
      forgivness 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
                
                
                
                
                
                
                
                
                
                
                
                15,651
                
                
                
                
                
                
                
                15,651-Net
      loss, six months ended 6/30/09
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (67,523
                )
                
                
                (67,523
                )Balance,
      6/30/09
                
                
                
                159,957,930
                
                
                
                159,958
                
                
                
                45,837
                
                
                
                (67,743
                )
                
                
                138,052
 
 
 
 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)
 
 Six
      Months Ended 06/30/09 (Unaudited)
                
                
                Three
      Months Ended 06/30/09 (Unaudited)
                
                
                Inception
      (9/26/08) to 6/30/09
                  (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (67,523
                )
                
                $
                (51,718
                )
                
                $
                (67,743
                )Depreciation
      expense
                
                
                4,029
                
                
                
                4,029
                
                
                
                4,029Promotional
      expenses paid in stock
                
                
                32,000Net
      cash used in operating activities
                
                
                (31,494
                )
                
                
                (15,689
                )
                
                
                (31,714
                )CASH
      FLOWS FROM INVESTING ACTIVITIESNet
      cash provided by / (used in) investing activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIESCash
      proceeds from shareholder contributions
                
                
                29,951
                
                
                
                15,649
                
                
                
                31,931Net
      cash provided by financing activities
                
                
                29,951
                
                
                
                15,649
                
                
                
                31,931Net
      increase / (decrease) in cash and cash equivalents
                
                
                (1,543
                )
                
                
                (40
                )
                
                
                217Cash
      and cash equivalents, beginning of period
                
                
                1,760
                
                
                
                257
                
                
                
                -Cash
      and cash equivalents, end of period
                
                
                217
                
                
                
                217
                
                
                
                217SUPPLEMENTARY
      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
                
                
                $
                173,834
                
                
                $
                173,834Forgiveness
      of shareholder loan
                
                $
                1,980
                
                
                $
                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
   Information
Regarding “Forward Looking” Statements
  This
report contains forward-looking statements that involve risks and uncertainties.
We generally use words such as "believe," "may," "could," "will," "intend,"
"expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons, including
the risks described below and elsewhere in this report. Although we believe the
expectations reflected in the forward-looking statements are reasonable, they
relate only to events as of the date on which the statements are made, and our
future results, levels of activity, performance or achievements may not meet
these expectations. We do not intend to update any of the forward-looking
statements after the date of this document to conform these statements to actual
results or to changes in our expectations, except as required by
law.
  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, and the shareholders thereof
exchanged all of their outstanding shares of common stock in the companies for
10,750,000 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 Statement of Financial Accounting Standards No. 141, Business
Combinations, 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).
  7
 Table of Contents
 Note
2 – Basis of Presentation and Summary of Significant Accounting
Policies
  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 June 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.
  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.
  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.
 
 On June
15, 2009, we acquired Endeavour Logistics Pty. Ltd. which contained
substantially all of the assets of the consolidated entity.  These
assets were contributed by our Chief Executive Officer to Endeavor Logistics in
exchange for 500 shares in that company, representing 100%of the issued and
outstanding shares of Endeavor, immediately preceding the
acquisition.  We considered this a related party transaction and
recorded the assets at the historical cost of our Chief Executive
Officer.
  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.
  Recent
Accounting Pronouncements
  Roadships
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on its results of operations, financial position or
cash flow.
  In June
2009, the FASB issued SFAS No. 168, the FASB Accounting Standards CodificationTM
and the Hierarchy of Generally Accepted Accounting Principles - a Replacement of
FASB Statement No. 162 (“SFAS 168”). This Standard establishes the FASB
Accounting Standards CodificationTM (the “codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP. The codification does not change current US GAAP, but
is intended to simplify user access to all authoritative US GAAP by providing
all the authoritative literature related to a particular topic in one place. The
Codification is effective for interim and annual periods ending after September
15, 2009, and as of the effective date, all existing accounting standard
documents will be superseded. The Codification is effective in the third quarter
of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter
ending September 30, 2009 and all subsequent public filings will reference the
Codification as the sole source of authoritative literature.
  In June
2009, the FASB issued SFAS No. 167, a revision to FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities, and will change how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. Under SFAS
No. 167, determining whether a company is required to consolidate an entity will
be based on, among other things, an entity's purpose and design and a company's
ability to direct the activities of the entity that most significantly impact
the entity's economic performance. SFAS 167 is effective at the start of a
company’s first fiscal year beginning after November 15, 2009, or January 1,
2010 for companies reporting earnings on a calendar-year basis.
  In June
2009, the FASB issued SFAS No. 166, a revision to SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
and will require more information about transferred of financial assets and
where companies have continuing exposure to the risks related to transferred
financial assets. SFAS 166 is effective at the start of a company’s first fiscal
year beginning after November 15, 2009, or January 1, 2010 for companies
reporting earnings on a calendar-year basis.
  Note
3 – Going Concern
  As of
June 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
six months ended June 30, 2009, certain beneficial shareholders paid expenses of
$29,953 and forgave the balance owed at March 31, 2009 of
$1,980.  These contributions are included as increases in Additional
Paid in Capital.
  Substantially
all of the consolidated assets were contributed to the Company by our Chief
Executive Officer through our Australian subsidiary, Endeavor Logistics Pty,
Ltd.  We recorded these assets at the historical cost of our Chief
Executive Officer.
  8
 Table of Contents
 Note
5 – Capital
 
 At
December 31, 2008, we had 53,750,000 shares outstanding.  During the
six months ended June 30, 2009, we issued the following shares:
  *
                106,197,430
      common shares dividend 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 June
30, 2009, our common stock issued and outstanding was 159,957,930
shares.
  During
the six months ended June 30, 2009, certain of our shareholders paid expenses of
the Company totaling $29,953 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 $141,862 at the
time we acquired them, but no substantial operations.  In addition to
the assets, we acquired custom paintings of renditions of our proprietary short
sea ship design vessels which had an historical cost of $32,000.  We
recorded the value of the paintings as promotional expenses.
  We
therefore valued the acquisition at the historical cost of the assets and the
promotional expenses and recorded the value of the acquisition at
173,862.  This was a related-party transaction and therefore no step
up in basis was allowed.
  Pro forma
information is not presented as Endeavor Logistics is a new entity with no
operations or assets.  Endeavor Logistics was created in June,
2009.
  Note
7 – Fixed Assets
  Our fixed
assets consist principally of computers, printers, and office equipment and
furniture.  We have two proprietary Wombat Development Vehicles which
we have developed internally which will be used as loading and unloading devices
and we have one Toyota Dyna Hu50 truck.  The Wombat units collectively
have an historical cost of $23,147 and the Toyota Dyna has an historical cost of
$15,000.
  As
discussed in Note 4, these assets were contributed by a related
party.  As such, we recorded the cost of these assets at the
historical cost of the related party.
  Our
office equipment is depreciated over their estimated useful lives of 3
years.  Our vehicles and equipment have estimated useful lives of 5
years.  We do not expect any of our assets to have residual values at
the end of those useful lives.
  9
 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
June 30, 2009, the Company has not yet begun operations, has minimal assets and
no revenues.  We have incurred general and administrative costs of
$31,494 for the six months ended June 30, 2009, mostly due to public-company
compliance costs.  We also incurred $4,029 in depreciation charges for
the assets in our subsidiary, Endeavour Logistics.
  The
Company did not exist for the same period in 2008.  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.
  10
 Table of Contents
 
 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
  As of the
end of the period covered by this report on Form 10-Q, our Chief Executive
Officer and our Chief Financial Officer performed an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation,
our Chief Executive Officer and our Chief Financial Officer concluded that as of
the end of the period covered by this report on Form 10-Q, our disclosure
controls and procedures were not effective in timelyrecording, processing,
summarizing and reporting material information required to be included in our
Exchange Act filings.
 
 Management
noted the following material weaknesses:
 
 1.
                As
      of June 30, 2009, we did not maintain effective controls over the control
      environment.
                  Specifically
      we have not developed and effectively communicated to our employees
      its
                  accounting
      policies and procedures.  This has resulted in inconsistent
      practices.  Further,
                  no
      director qualifies as an audit committee financial expert as defined in
      Item 407(d)(5)(ii)
                  of
      Regulation S-B.  Since these entity level programs have a
      pervasive effect across the
                  organization,
      management has determined that these circumstances constitute a
      material
                  weakness.2.
                As
      of June 30, 2009, we did not maintain effective controls over the control
      environment.
                  Specifically
      we have not developed and effectively communicated to our employees
      its
                  accounting
      policies and procedures.  This has resulted in inconsistent
      practices.  Further, no
                  director
      qualifies as an audit committee financial expert as defined in Item
      407(d)(5)(ii) of
                  Regulation
      S-B.  Since these entity level programs have a pervasive effect
      across the
                  organization,
      management has determined that these circumstances constitute a
      material
                  weakness.
 
 Management
is currently addressing the material weaknesses identified in its internal
controls over financial reporting.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
were no changes in the Company’s internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, its internal control over financial
reporting for that period.
  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
  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 herewith).
 
  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:
      October 2, 2009
                Roadships
      Holdings, IncBy:/s/ Michael
      NugentMichael
      Nugent
                  Chief
      Executive OfficerBy:
      /s/
      Robert Smith
                  Robert
      Smith
                  Corporate
      Secretary