` 
**U.S. 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 March 31, 2008**

 

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

 

**Commission File No. 333-140378**

 

 

**PROMOTIONS ON WHEELS HOLDINGS, INC.**

(Exact name of small business issuer as specified in its charter)

 

**Nevada**

**20-5150818**

(State or other jurisdiction of incorporation	

or organization)

(I.R.S. Employer Identification No.)

 

**1 Hampshire Court, Newport Beach, California 92660**

(Address of Principal Executive Offices)

 

**(949) 642-7816**

(Issuer’s telephone number)

 

**2204 Timber Rose Drive, Las Vegas, Nevada 89134**

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

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [   ]

 

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

 

[   ]  Large accelerated filer

[   ]  Accelerated filer
  
[   ]  Non-accelerated filer

[X]  Smaller reporting company

 
 
 
 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 30, 2007:  37,000,000 shares of common stock.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [X]   No [   ]

 

Transitional Small Business Disclosure Format (Check One) Yes [   ]   No [X]

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
2

 
 

**PART I - FINANCIAL INFORMATION**
3  
     Item 1.  Financial Statements
3  
     Item 2.  Management’s Discussion and Analysis of Financial Condition
11  
     Item 4.  Control and Procedures
13  
**PART II - OTHER INFORMATION**
13  
     Item 1.  Legal Proceedings
13  
     Item 2.  Changes in Securities
13  
     Item 3.  Defaults Upon Senior Securities
13  
     Item 4.  Submission of Matters to a Vote of Security Holders
13  
     Item 5.  Other Information
14  
     Item 6.  Exhibits and Reports on Form 8-K
14  
**SIGNATURE**
15
 

 

**PART I- FINANCIAL INFORMATION**

 

**Item 1.  Financial Information**

 

**BASIS OF PRESENTATION**

 

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included.  Operating results from inception (July 3, 2006) and three months ended March 31, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008.  The financial statements are presented on the accrual basis.

 

 
 
3

 
**FINANCIAL STATEMENTS**

 

**PROMOTIONS ON WHEELS HOLDINGS, INC.**

 

**Table of Contents**

 

 
 
PAGE
  
BALANCE SHEET

F-1
  
STATEMENT OF OPERATIONS

F-2
  
STATEMENT OF CASH FLOWS

F-3
  
STATEMENT OF STOCKHOLDERS’ EQUITY

F-4
  
FOOTNOTES TO FINANCIAL STATEMENTS

F-5

 

 

 

 

 

 

 
 
4

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

**(A Development Stage Company)**

 

**BALANCE SHEETS**

 

 
 
**(Unaudited)**
 
**ASSETS**

**March 31, 2008**

**December 31, 2007**
     
Current assets:
    
  Cash

**$**

**-**
**$**

**314**
  Advance to shareholder

	 

**-** 
**1,592**
***     Total current assets***
 
**-** 
**1,906**     
  Equipment, net

**$**

**-**
**$**

**10,243**     
Total Assets

**$**

**-**
**$**

**12,149**          
**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**
         
Current liabilities:
    
  Short-term borrowing

**$**

**20,000**

**$**

**20,000**
  Lease payable
 
**-** 
**6,000**
  Accrued expense
 
**17,891** 
**5,000**
***     Total current liabilities***
 
**37,891** 
**31,000**     
Stockholders' equity (deficit)	
    
  Preferred stock; $.001 par value, 5,000,000 shares authorized;
    
zero  shares issued and outstanding
 
**-** 
**-**
  Common stock; $.001 par value, 70,000,000 shares authorized;
    
37,000,000  shares issued and outstanding
 
**37,000** 
**37,000**
  Additional paid in		capital
 
**151,300** 
**151,300**
  Accumulated (deficit) during the development stage
 
**(226,191)**
 
**(207,151)**

***     Total stockholders' (deficit)***
 
**(37,891)** 
**(18,851)**
     
Total Liabilities and Stockholders' Deficit

**$**

**-**
**$**

**12,149**
 

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-1
 
5

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

**(A Development Stage Company)**

 

**STATEMENTS OF OPERATIONS**

 

 
 
**(Unaudited)**
 
** July 3, 2006**
 
**For the three**

**For the three**

**(date of inception)**
 
**months ended**

**months ended**

**through**
 
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
       
Revenue

**$**

**-**

**$**

**80,916**

**$**

**231,536**
       
Operating expenses:
      
  Cost of Operations
 
**5,757**
 
**22,284**
 
**125,030**

  General and administrative expenses
 
**14,046**
 
**76,953**
 
**324,801**

  Depreciation expense
 
**-**
 
**545**
 
**3,478**

***     Total operating expenses***
 
**19,803**
 
**99,782**
 
**453,309**
       
***     (Loss) from operations***
 
**(19,803)**
 
**(18,866)**
 
**(221,773)**
       
Other income (expenses):
      
  Interest income
 
**-**
 
**17**
 
**109**

  Interest (expense)
 
**(21)**
 
**(2,473)**
 
**(5,311)**

  Other income
 
**6,000**
 
**-**
 
**6,000**

  Loss on sale of equipment
 
**(5,216)**
 
**-**
 
**(5,216)**

***     Total other income (expenses)***
 
**763**
 
**(2,456)**
 
**(4,418)**
       
***     (Loss) before provision for income taxes***
 
**(19,040)**
 
**(21,322)**
 
**(226,191)**

Provision for income taxes
 
**-**
 
**-**
 
**-**
       
**     Net (loss)**

**$**

**(19,040)**

**$**

**(21,322)**

**$**

**(226,191)**
              
Basic and diluted loss per common share

**$**

**(0.01)**

**$**

**(0.01)**

**$**

**(0.01)**
       
Basic and diluted weighted average	
      
  common shares outstanding
 
**37,000,000**
 
**20,208,889**
 
**24,540,063**

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-2
 
6

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

**(A Development Stage Company)**

 

**STATEMENTS OF CASH FLOW**

 

 
 
**(Unaudited)**
 
** July 3, 2006**
 
**For the three**

**For the three**

**(date of inception)**
 
**months ended**

**months ended**

**through**
 
**March 31, 2008**

**March 31, 2007**

**March 31, 2008**
       
Operating activities:
      
  Net loss

**$**

**(19,040)**

**$**

**(21,322)**

**$**

**(226,191)**

  Adjustments to reconcile net loss to
      
     net cash used in operating activities:
      
     Depreciation expense
 
**-**
 
**134**
 
**3,478**

     Stock issued for services
 
**-**
 
**20,000**
 
**30,000**

     Loss on sale of equipment
 
**5,216**
 
**-**
 
**5,216**

  Changes in operating assets and liabilities:
      
     Decrease in accounts receivable
 
**-**
 
**500**
 
**-**

     (Decrease) in accounts payable
 
**-**
 
**(244)**
 
**-**

     (Decrease) in lease payable
 
**(6,000)**
 
**-**
 
**-**

     Increase (decrease) increase in accrued expense
 
**12,891**
 
**(7,587)**
 
**17,891**

***          Net cash (used in) operating activities***
 
**(6,933)**
 
**(8,519)**
 
**(169,606)**
       
Investing activities:
      
     Purchase of property and equipment
 
**-**
 
**412**
 
**(3,921)**

     Advance to/ from shareholder
 
**1,592**
 
**(1,609)**
 
**-**

     Proceeds from sale of equipment
 
**5,027**
 
**-**
 
**5,027**

***          Net cash provided by (used in) investing activities***
 
**6,619**
 
**(1,197)**
 
**1,106**
       
Financing activities:
      
     Proceeds from borrowing
 
**-**
 
**-**
 
**20,000**

     Proceeds from stock
 
**-**
 
**147,000**
 
**148,500**

***          Net cash provided by financing activities***
 
**-**
 
**147,000**
 
**168,500**
       
Net increase (decrease) in cash
 
**(314)**
 
**137,284**
 
**-**
       
Cash, beginning of period	
 
**314**
 
**17,720**
 
**-**
       
Cash, end of period

**$**

**-**

**$**

**155,004**

**$**

**-**
       
Non Cash Investing and Financing Activities:
      
     Issuance of common stock for services

**$**

**-**

**$**

**20,000**

**$**

**30,000**

     Issuance of common stock for equipment

**$**

**-**

**$**

**-**

**$**

**9,800**

 

 

The accompanying notes are an integral part of these financial statements

 

F-3
 
7

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

**(A Development Stage Company)**

 

**STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**

 

 
         
**Accumulated**
           
**(Deficit)**
       
**Additional**
 
**Other**
 
**during**
 
**Total**
 
** Common Stock**
 
** Preferred Stock**
 
**Paid-in**
 
**Comprehensive**
 
**development**
 
**Stockholders'**
 
** Shares**

*** ***

** Amount**

*** ***

** Shares**

*** ***

** Amount**

*** ***

**Capital**

*** ***

**Loss**

*** ***

**stage**

*** ***

**Equity (Deficit)**

**Balance at July 3, 2006**
               
**(Date of Inception)**

**-**
 
**$            -**
 
**-**
 
**$            -**
 
**$               -**
 
**$                 -**
 
**$               -**
 
**$                -**
                
Issuance of stock for services, $0.01 per share

**1,000,000**
 
**1,000**
 
**-**
 
**-**
 
**9,000**
 
**-**
 
**-**
 
**10,000**

Issuance of stock for equipment, $0.0098 per share

**1,000,000**
 
**1,000**
 
**-**
 
**-**
 
**8,800**
     
**9,800**
                
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(19,057)**
 
**(19,057)**
                
**Balance, December 31, 2006**

**2,000,000**
 
**2,000**
 
**-**
 
**-**
 
**17,800**
 
**-**
 
**(19,057)**
 
**743**
                                
Issuance of stock for services, $0.001 per share

**20,000,000**
 
**20,000**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**20,000**

Issuance of stock relating to private placement,	
               
  $0.01 per share, net of $1,500 of offering costs

**15,000,000**
 
**15,000**
 
**-**
 
**-**
 
**133,500**
 
**-**
 
**-**
 
**148,500**
                
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(188,094)**
 
**(188,094)**
                
**Balance, December 31, 2007**

**37,000,000**
 
**37,000**
 
**-**
 
**-**
 
**151,300**
 
**-**
 
**(207,151)**
 
**(18,851)**
                                
Issuance of stock 

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
                
Net loss

**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**-**
 
**(19,040)**
 
**(19,040)**
                
**Balance March 31, 2008 (unaudited)**

**37,000,000**
 
**37,000**
 
**-**
 
**-**
 
**151,300**
 
**-**
 
**(226,191)**
 
**(37,891)**

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-4
 
8

 

 

**PROMOTIONS ON WHEELS HOLDINGS, INC**

 

**NOTES TO THE FINANCIAL STATEMENTS**

 

**NOTE 1 - CONDENSED FINANCIAL STATEMENT**

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2008, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

 

**NOTE 2 - GOING CONCERN**

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

F-5
 
9

 
 

**NOTE 3 - SETTLEMENT AGREEMENT**

 

On February 25, 2008, the Company entered into a Settlement Agreement with Barry Van Wie (“BVW”), Chief Executive Officer, President and the sole Director of the Company.  Pursuant to the Settlement Agreement several terms were agreed to including but not limited to following significant items: (a) BVW resigns as an officer and director of Promotions on Wheels Holdings, Inc. (POW) and Rowland W. Day II was appointed as director.  (b) BVW transfers and assigns his 22,000,000 common shares of the Company to Rowland W. Day.  (c) BVW cancels his seven year lease agreement whereby the Company was to pay him $2,000 per month for the use of the truck and releases the Company from the payment of $7,582 and any future payment or obligation for the truck rental.  (d) The Company hereby sells and transfers the fixed assets to BVW.  

 

**NOTE 4 -EQUIPMENT**

 

During the period ended March 31, 2008, the Company sold all of its equipment to Barry Van Wie (“BVW”), former CEO in exchange for the settlement of advance from BVW in the amount of $5,027.  These assets had a book value of $10,243 net of accumulated, the Company incurred a loss of approximately $5,200 from the sale.

 

**NOTE 5 - ACCRUED EXPENSES**

 

Accrued expenses at March 31, 2008 consist of:

 

     Accrued interest expense

$       5,000

     Other accrued expenses

12,891
 
$    17,891

 

**NOTE 6 - RELATED PARTY TRANSACTIONS**

 

The Company entered into a 7 year lease agreement with Barry Van Wie, the president/ shareholder of the Company, to pay monthly truck lease fee of approximately $2,000.  These fees totaled approximately $4,000 for the period ended March 31, 2008.

 

During the normal course of business operation for the period ended March 31, 2008, the Company incurred legal fees of $7,500 to Legal office of Rowland W. Day II, a company related by common ownership.

 

**NOTE 7 - OTHER INCOME**

 

During January, 2007, the company signed a one year lease agreement with Cab-Tive Advertising, Inc, a company related by common ownership, to pay monthly equipment fee of $2,000. The agreement was not renewed.

 

As of March 12, 2008, the Company owed $6,000 to Cab-Tive Advertising, Inc of unpaid lease payments.  The Company and Cab-Tive Advertising entered into a mutual agreement to return the equipment and waive the unpaid lease fees.  The Company wrote off the payable and recorded $6,000 of other income.
 
F-6

 

10

 
 

**Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations**

 

Plan of Operation

 

Promotions On Wheels Holdings, Inc. was incorporated on July 3, 2006.  Promotions On Wheels Holdings, Inc. has generated a net loss of $226,191 since inception.

 

Since incorporation, Promotions On Wheels Holdings, Inc. has financed its operations through minimal business activity and a small loan as noted in the audited financials.

 

To date, Promotions On Wheels Holdings, Inc. is in the process of implementing planned principal operations.  Presently, Promotions On Wheels Holdings, Inc. is attempting to secure sufficient monetary assets to increase operations.  Promotions On Wheels Holdings, Inc. cannot assure any investor that it will be able to enter into sufficient business operations adequate to insure continued operations.

 

Below is an illustration of the financing needs and anticipated sources of funds for the elements of Promotions On Wheels Holdings, Inc.’s business plan that constitute top priorities.  Each material event or milestone listed below will be required until the Company generates adequate revenue.

 

1. Procure existing sales and marketing efforts to solidify additional promotional events for the U.S. Army.  The Company also needs to nurture and mature long-term relationships Las Vegas automotive dealerships, Nevada political campaign events, and other companies wishing to expand their exposure where the events we attend will complement their marketing efforts.  POWH is actively pursuing promotional events on an immediate and long-term basis with each of the potential clients listed.

 

2. Researching and strategically target advertising agencies and promotional divisions of large corporations and governmental agencies.  POWH expects to use a portion of the funds allocated toward sales and marketing and working capital to engage in this activity.

 

3. Establish and procure personal and business relationships with key individuals in government, businesses, and community leadership positions.  A portion of the funds allocated toward sales and marketing activities are committed to mature these relationships.

 

4. Establish and maintain a visible community and internet presence.

 
 
11

 
 

Results of Operation

 

For the quarter ended March 31, 2008, the registrant recognized a net loss of $19,040.  Some general and administrative expenses during the year were accrued.  Expenses for the year were comprised of costs mainly associated with legal, accounting, and office.

 

Liquidity and Capital Resource

 

At March 31, 2008 the Company generated event income and may rely upon the  issuance  of  common  stock  and  additional  capital  contributions  from shareholders  to  fund administrative  expenses.

 

Critical Accounting Policies

 

Promotions On Wheels’ financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 1 of our financial statements.  While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

 

 

12

 
 

**Item 4. Controls and Procedures**

 

*(a)  Evaluation of disclosure controls and procedures.*

 

Our Chief Executive Officer and Chief Accounting Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.

 

*(b)  Changes in internal controls.*

 

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with  regard  to  significant  deficiencies  and  material weaknesses.

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

None

 

**Item 2. Changes in Securities.**

 

None

 

**Item 3. Defaults Upon Senior Securities.**

 

None

 

**Item 4. Submission of Matters to a Vote of Security Holders.**

 

None
 
 

13

 
 

**Item 5. Other Information.**

 

On February 25, 2008, the Company entered into a Settlement Agreement with Barry Van Wie (“BVW”), Chief Executive Officer, President and the sole Director of the Company.  Pursuant to the Settlement Agreement several terms were agreed to including but not limited to following significant items: (a) BVW resigns as an officer and director of Promotions on Wheels Holdings, Inc. (POW) and Rowland W. Day II was appointed as director.  (b) BVW transfers and assigns his 22,000,000 common shares of the Company to Rowland W. Day.  (c) BVW cancels his seven year lease agreement whereby the Company was to pay him $2,000 per month for the use of the truck and releases the Company from the payment of $7,582 and any future payment or obligation for the truck rental.  (d) The Company hereby sells and transfers the fixed assets to BVW.  

 

**Item 6. Exhibits and Reports on Form 8-K**

 

(a)  Exhibits

 

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

 

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

 

(b)  Reports on Form 8-K

 

No reports on Form 8-K were filed during the quarter ended March 31, 2008.

 

 

 

 

 

 

 

 

 
 
14

 
**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

**PROMOTIONS ON WHEELS HOLDINGS, INC.**

 

 

Date: May 9, 2008

 

/s/ Rowland W.  Day

Rowland W. Day

President, Secretary, Treasurer and Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
15

`