**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-QSB


(Mark
                One)**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**For
                the quarterly period ended:September
                30, 2008**Or**** ̈**
            **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**
              (State or other jurisdiction of incorporation or
              organization)
            
            **20-5150818**
              (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)





**None**


(Former
      name, former address and former 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 registrant 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 small reporting company. See
      the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated filer,” and “small reporting company” in Rule 12-b2 of the
      Exchange Act.





 ̈Large accelerated filer
             ̈Accelerated filer ̈Non-accelerated filer
            xSmall 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, 2008: (19,700,000) 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  ̈ No x





Transitional
      Small Business Disclosure Format (Check One)  Yes  ̈ No x








**PART
                1-FINANCIAL INFORMATION**
            2Item
                1. Financial Statements
            2Item
                2. Management’s Discussion and Analysis of Financial
                Condition
            4Item
                3. Control and Procedures
            7**PART
                11-OTHER INFORMATION**
            7Item
                1. Legal Proceedings
            7Item
                1A. Risk Factors
            7Item
                2. Changes in Securities
            10Item
                3. Defaults upon Senior Securities
            10Item
                4. Submission of Matters to a Vote of Security Holders
            10Item
                5. Other Information
            10Item
                6. Exhibits and Reports on Form 8-K
            10**SIGNATURE**
            11




**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Unaudited Financial Statements**





**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 six months ended June 30, 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.


2


**PROMOTIONS
      ON WHEELS HOLDINGS, INC.**





**Table
      of Contents**


PAGEBALANCE
                SHEET
            F-1STATEMENTS
                OF OPERATIONS
            F-2STATEMENTS
                OF CASH FLOWS
            F-3STATEMENTS
                OF STOCKHOLDERS EQUITY
            F-4FOOTNOTES
                TO FINANCIAL STATEMENTS
            F-5




3


**PROMOTIONS
      ON WHEELS HOLDINGS, INC**


**(A
      Development Stage Company)**


**BALANCE
      SHEETS**


**(Unaudited)****September 30,**
                
                **December
                    31,****2008**
                
                **2007****ASSETS***Current
                    assets:*Cash
                
                $
                292,966
                
                $
                314Advance
                    to shareholder
                
                $
                -
                
                
                1,592*Total
                    current assets*
                
                
                292,966
                
                
                1,906Property
                    and EquipmentSoftware
                    license and website development
                
                
                363,813
                
                
                -Other
                    property and equipment
                
                
                -
                
                
                10,243*Total
                    property and equipment*
                
                
                363,813
                
                
                10,243$
                656,779
                
                $
                12,149**LIABILITIES
                    AND STOCKHOLDERS' EQUITY***Current
                    liabilities:*Short-term
                    borrowing
                
                $
                23,009
                
                $
                20,000Accounts
                    payable
                
                
                16,485
                
                
                -Accrued
                    expense
                
                
                -
                
                
                5,000Lease
                    payable
                
                
                -
                
                
                6,000*Total
                    current liabilities*
                
                
                39,494
                
                
                31,000*Stockholders'
                    equity*Preferred
                    stock; $.001 par value, 5,000,000 sharesauthorized,
                    2,750,003 and zero shares issued andoutstanding
                    respectively
                
                
                2,750
                
                
                -Common
                    stock; $.001 par value, 70,000,000 sharesauthorized,19,700,000
                    and 37,000,000 shares issued andoutstanding,
                    respectively
                
                
                19,700
                
                
                37,000Subscriptions
                    receivable
                
                
                (1,200
                )Additional
                    paid in capital
                
                
                1,009,050
                
                
                151,300Deficit
                    accumulated during development stage
                
                
                (413,015
                )
                
                (207,151
                )*Total
                    stockholders' equity*
                
                
                617,285
                
                
                (18,851
                )$
                656,779
                
                $
                12,149
 
 **The
          accompanying notes are an integral part of these financial
          statements.**
 F-1


**PROMOTIONS
      ON WHEELS HOLDINGS, INC**


**(A
      Development Stage Company)**


**INTERIM
      STATEMENTS OF OPERATIONS**


**(unaudited)**




**(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**
              
              **July 3, 2006****For the three**
              
              **For the three**
              
              **For the nine**
              
              **For the nine**
              
              **(Date of inception)****months ended**
              
              **months ended**
              
              **months ended**
              
              **months ended**
              
              **through****September 30, 2008**
              
              **September 30, 2007**
              
              **September 30, 2008**
              
              **September 30, 2007**
              
              **September 30, 2008***Revenue*
              
              $
              -
              
              $
              45,000
              
              $
              -
              
              $
              197,416
              
              $
              231,536*Operating
                  expenses:*Cost
                  of Operations
              
              
              -
              
              
              31,292
              
              
              5,756
              
              
              95,665
              
              
              186,215General
                  and administrative expenses
              
              
              125,638
              
              
              84,359
              
              
              200,872
              
              
              270,671
              
              
              450,439Depreciation
                  and amortization expense
              
              
              
              
              
              686
              
              
              -
              
              
              1,910
              
              
              3,478***Total
                  operating expenses***
              
              
              125,638
              
              
              116,337
              
              
              206,628
              
              
              368,246
              
              
              640,132***(Loss)
                  from operations***
              
              
              (125,638
              )
              
              (71,337
              )
              
              (206,628
              )
              
              (170,830
              )
              
              (408,596
              )*Other
                  income (expenses):*Interest
                  income
              
              
              -
              
              
              23
              
              
              -
              
              
              100
              
              
              109Loss
                  on sale of equipment
              
              
              -
              
              
              -
              
              
              (5,216
              )
              
              -
              
              
              (5,312
              )Other
                  income
              
              
              -
              
              
              -
              
              
              6,000
              
              
              -
              
              
              6,000Interest
                  expense
              
              
              
              
              
              (2,639
              )
              
              (22
              )
              
              (7,729
              )
              
              (5,216
              )***Total
                  other income (expenses)***
              
              
              -
              
              
              (2,616
              )
              
              762
              
              
              (7,629
              )
              
              (4,419
              )***(Loss)
                  before provision for income taxes***
              
              
              (125,638
              )
              
              (73,953
              )
              
              (205,866
              )
              
              (178,459
              )
              
              (413,015
              )Provision
                  for income taxes
              
              
              
              
              
              -
              
              
              
              
              
              -
              
              
              -**Net
                  (loss)**
              
              $
              (125,638
              )
              $
              (73,953
              )
              $
              (205,866
              )
              $
              (178,459
              )
              $
              (413,015
              )Basic
                  and diluted loss per common share
              
              $
              (0.007
              )
              $
              (0.002
              )
              $
              (0.007
              )
              $
              (0.010
              )
              $
              (0.010
              )Basic
                  and diluted weighted averagecommon
                  shares outstanding
              
              
              17,140,217
              
              
              37,000,000
              
              
              31,182,967
              
              
              31,395,092
              
              
              24,768,526
 
 **The
        accompanying notes are an integral part of these financial
        statements.**
  F-2


**PROMOTIONS
      ON WHEELS HOLDINGS, INC**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOW**




**(Unaudited)**
              
              **(Unaudited)**
              
              **July 3, 2006****For the nine**
              
              **For the nine**
              
              **(Date of inception)****months ended**
              
              **months ended**
              
              **through****September 30, 2008**
              
              **September 30, 2007**
              
              **September 30, 2008**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (205,866
              )
              $
              (178,459
              )
              
              (413,015
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activities:Depreciation
                  expense
              
              
              
              
              
              1,910
              
              
              3,479Stock
                  issued for services
              
              
              
              
              
              20,000
              
              
              30,000Loss
                  on sale of equipment
              
              
              5,216
              
              
              
              
              
              5,216Changes
                  in operating assets and liabilities:(Increase)
                  in accounts receivable
              
              
              
              
              
              6,500
              
              
              -Decrease
                  in advance to shareholder
              
              
              1,593
              
              
              
              
              
              -(Increase)
                  in escrow deposits
              
              
              
              
              
              
              
              
              -Increase
                  in accounts payable
              
              
              16,485
              
              
              1,956
              
              
              16,485Increase
                  in short term borrowing
              
              
              3,009
              
              
              
              
              
              23,009(Decrease)
                  in lease payable
              
              
              (6,000
              )
              
              
              
              
              -(Decrease)
                  in accrued expense
              
              
              (5,000
              )
              
              (3,409
              )
              
              -***Net
                  cash (used in) operating activities***
              
              
              (190,563
              )
              
              (151,502
              )
              
              (334,826
              )Cash
                  flows from investing activities:Purchase
                  of long term assets- net
              
              
              (363,811
              )
              
              (2,811
              )
              
              (367,734
              )Advance
                  to shareholder
              
              
              
              
              
              (7,969
              )
              
              -***Net
                  cash (used in) investing activities***
              
              
              (363,811
              )
              
              (10,780
              )
              
              (367,734
              )Cash
                  flows from financing activities:Proceeds
                  from borrowingProceeds
                  from sale of equipment
              
              
              5,026
              
              
              
              
              
              5,026Proceeds
                  from stock sales
              
              
              842,000
              
              
              148,500
              
              
              991,700***Net
                  cash provided by financing activities***
              
              
              847,026
              
              
              148,500
              
              
              996,726Net
                  changes in cash
              
              
              292,652
              
              
              (13,782
              )
              
              294,166Cash,
                  beginning of period
              
              
              314
              
              
              17,720
              
              
              -Cash,
                  end of period
              
              $
              292,966
              
              $
              3,938
              
              $
              294,166Non
                  Cash Investing and Financing Activities:Issuance
                  of common stock for services
              
              **$**
              **-**
              
              $
              20,000
              
              $
              30,000Subscriptions
                  receivable
              
              $
              1,200
              
              
              
              
              $
              1,200Common
                  stock issued for equipment
              
              
              
              
              
              
              
              $
              9,800
 
 **The
        accompanying notes are an integral part of these financial
        statements.**


F-3


**PROMOTIONS
      ON WHEELS HOLDINGS, INC**


**(A
      Development Stage Company)**


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


**Accumulated****(Deficit)****Additional**
                
                
                
                **during**
                
                **Total****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                **Paid-in**
                
                **Subscriptions**
                
                **development**
                
                **Stockholders' Equity****Shares**
                
                **Amount**
                
                **Shares**
                
                **Amount**
                
                **Capital**
                
                **Receivable**
                
                **stage**
                
                **(Deficit)****Balance
                    at July 3, 2006****(Date
                    of Inception)**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                -Issuance
                    of stock for services, $0.01 per share August 3, 2006
                
                
                -
                
                
                -
                
                
                1,000,000
                
                $
                1,000
                
                $
                9,000
                
                
                
                
                $
                -
                
                $
                10,000Issuance
                    of stock for equipment, $0.0098 per share August 3, 2006
                
                
                
                
                
                
                
                
                1,000,000
                
                
                1,000
                
                
                8,800
                
                
                
                
                
                
                
                
                9,800Net
                    loss for the period ended December 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                (19,058
                )
                
                (19,058
                )**Balance
                    December 31, 2006**
                
                
                -
                
                
                -
                
                
                2,000,000
                
                
                2,000
                
                
                17,800
                
                
                -
                
                
                (19,058
                )
                
                742Issuance
                    of stock for services, $0.001 per share January 7, 2007
                
                
                -
                
                
                
                
                
                20,000,000
                
                
                20,000
                
                
                -
                
                
                
                
                
                -
                
                
                20,000Issuance
                    of stock relating to private placement,$0.01
                    per share, March 27, 2007
                
                
                -
                
                
                
                
                
                14,700,000
                
                
                14,700
                
                
                133,500
                
                
                
                
                
                -
                
                
                148,200Issuance
                    of stock relating to private placement,$0.01
                    per share, April 11, 2007
                
                
                
                
                
                
                
                
                300,000
                
                
                300
                
                
                
                
                
                
                
                
                
                
                
                300Net
                    loss for the period ended December 31, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                (188,094
                )
                
                (188,094
                )**Balance
                    December 31, 2007**
                
                
                -
                
                
                -
                
                
                37,000,000
                
                
                37,000
                
                
                151,300
                
                
                -
                
                
                (207,152
                )
                
                (18,852
                )Issuance
                    of stock
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                -Net
                    Loss for the period ended March 31, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (19,040
                )
                
                (19,040
                )**Balance
                    March 31, 2008**
                
                
                -
                
                
                -
                
                
                37,000,000
                
                
                37,000
                
                
                151,300
                
                
                -
                
                
                (226,192
                )
                
                (37,892
                )Issuance
                    of preferred stock for cashJune
                    20, 2008 six issuances t $0.30
                
                
                2,083,336
                
                
                2,083
                
                
                
                
                
                
                
                
                622,917
                
                
                
                
                
                
                
                
                625,000Issuance
                    of common stock for cash
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -
                
                
                
                
                
                
                
                
                -May
                    1, 2008 six issuances at $0.001
                
                
                
                
                
                
                
                
                2,525,000
                
                
                2,525
                
                
                
                
                
                
                
                
                
                
                
                2,525June
                    30, 2008 two issuances t $0.001
                
                
                
                
                
                
                
                
                14,375,000
                
                
                14,375
                
                
                
                
                
                
                
                
                
                
                
                14,375Cancellation
                    of common stock June 20, 2008
                
                
                
                
                
                
                
                
                (35,500,000
                )
                
                (35,500
                )
                
                35,500
                
                
                
                
                
                
                
                
                -Net
                    Loss for the period ended June 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (61,185
                )
                
                (61,185
                )**Balance
                    June 30, 2008**
                
                
                2,083,336
                
                
                2,083
                
                
                18,400,000
                
                
                18,400
                
                
                809,717
                
                
                -
                
                
                (287,377
                )
                
                542,823Issuance
                    of preferred stock for cashJuly
                    2, 2008 one issuance at $0.30
                
                
                666,667
                
                
                667
                
                
                
                
                
                
                
                
                199,333
                
                
                
                
                
                
                
                
                200,000Issuance
                    of common stock for cashJuly
                    15, 2008 one issuance at $0.001
                
                
                
                
                
                
                
                
                100,000
                
                
                100
                
                
                -
                
                
                
                
                
                
                
                
                100September
                    18, 2008 two issuances at $.001
                
                
                
                
                
                
                
                
                1,200,000
                
                
                1,200
                
                
                -
                
                
                (1,200
                )
                
                
                
                
                -Net
                    Loss for the period ended September 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (125,638
                )
                
                (125,638
                )**Balance
                    September 30, 2008**
                
                
                2,750,003
                
                $
                2,750
                
                
                19,700,000
                
                $
                19,700
                
                $
                1,009,050
                
                $
                (1,200
                )
                $
                (413,015
                )
                $
                617,285
 **The
          accompanying notes are an integral part of these financial
          statements.**


F-4





**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 September 30, 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 nine
      months ended September 30, 2008 are not necessarily indicative of the operating
      results that can be anticipated for complete operating period.




**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.





**NOTE
      3- CHANGE IN CONTROL**





On
      June
      30, 2008, Texas Atlantic Partners, LLC obtained control of our company by
      acquiring a 72% of the then outstanding common stock. Coincidental with this
      acquisition a cancellation of 35,500,000 shares of previously issued common
      stock was affected pursuant to the terms of the share acquisition
      agreement.





Also,
      effective June 30, 2008, we agreed to issue shares of our Series A Convertible
      Preferred Stock at a price of $.30 per share in a private placement to
      accredited investors up to a maximum of $1,200,000. Through September 30, 2008
      $825,000 had been received pursuant to this offering. Each preferred share
      may
      be converted into 1.25 common shares. We intend to sell a maximum of 4,000,000
      preferred shares.





**NOTE
      4- PURCHASE OF LICENSE- ONGOING OPERATIONS**





On
      June
      30, 2008 we entered into a license agreement with WQN, Inc., whose common stock
      trades on the pink sheets under the symbol WQNI. Under the agreement we have
      the
      right to license its software technology on a non-exclusive worldwide basis
      and
      offer the software on an exclusive basis to: Home Shopping Network, QVC, Inc.,
      Walgreens Drugstore, CVS Pharmacy and Walmart. We have agreed to pay a one
      time
      payment of $300,000 and a 35% royalty of the net licensing revenue collected
      by
      us. The software allows for the detection and the alerting of caregivers of
      unwanted internet advances by predators, cyber bullying and unsolicited
      pornography.


F-5




**PROMOTIONS
      ON WHEELS HOLDINGS, INC**




**NOTES
      TO THE FINANCIAL STATEMENTS**








**NOTE
      5 - 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
      6 —PROPERTY AND 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.





In
      the
      nine months ended September 30, 2008 property and equipment consisted of the
      following.





Software
                license
            
            $
            300,000Web
                site development costs
            
            
            63,813Total
            
            $
            363,813





No
      charge for amortization will be made until initiation of sales activity has
      begun.





**NOTE
      7 - 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. This lease was terminated as of that date.




During
      the normal course of business operation for the period ended September 30,
      2008
      the Company incurred legal fees of $14,942 to Legal office of Rowland W. Day
      II,
      a company related by common ownership.





As
      of
      September 30, 2008 Rowland W. Day II a related party had advanced funds in
      the amount of $25,000 to the company. These advances are expected to be paid
      back or converted into stock in future periods. The advance carries no
      interest.





**NOTE
      8- RECENT ACCOUNTING PRONOUNCEMENTS**





In
      June 2008, the FASB issued FASB Staff Position EITF 03-6-1, *Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities,* (“FSP
      EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
      share-based payment transactions are participating securities prior to vesting,
      and therefore need to be included in the computation of earnings per share
      under
      the two-class method as described in FASB Statement of Financial Accounting
      Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
      financial statements issued for fiscal years beginning on or after
      December 15, 2008 and earlier adoption is prohibited. We are not required
      to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would
      have
      material effect on our consolidated financial position ** and
      results of operations if adopted.


F-6





**PROMOTIONS
      ON WHEELS HOLDINGS, INC**




**NOTES
      TO THE FINANCIAL STATEMENTS**







In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
      FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to
      financial guarantee insurance contracts, including the recognition and
      measurement of premium revenue





and
      claims liabilities. This statement also requires expanded disclosures about
      financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
      years beginning on or after December 15, 2008, and interim periods within those years.
      SFAS No. 163 has no effect on the Company’s financial position, statements of
      operations, or cash flows at this time.





In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets
      forth the level of authority to a given accounting pronouncement or document
      by
      category. Where there might be conflicting guidance between two categories,
      the
      more authoritative category will prevail. SFAS No. 162 will become effective
      60
      days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
      AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
      financial position, statements of operations, or cash flows at this
      time.





In
      March
      2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
      Disclosures about Derivative Instruments and Hedging Activities—an amendment of
      FASB Statement No. 133.  This standard requires companies to provide
      enhanced disclosures about (a) how and why an entity uses derivative
      instruments, (b) how derivative instruments and related hedged items are
      accounted for under Statement 133 and its related interpretations, and (c)
      how
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. This Statement is effective
      for
      financial statements issued for fiscal years and interim periods beginning
      after
      November 15, 2008, with early application encouraged. The Company has not yet
      adopted the provisions of SFAS No. 161, but does not expect it to have a
      material impact on its consolidated financial position, results of operations
      or
      cash flows.





In
      December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
      the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
      developing an estimate of expected term of "plain vanilla" share options in
      accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
      the staff indicated in SAB 107 that it will accept a company's election to
      use
      the simplified method, regardless of whether the company has sufficient
      information to make more refined estimates of expected term. At the time SAB
      107
      was issued, the staff believed that more detailed external information about
      employee exercise behavior (e.g., employee exercise patterns by industry and/or
      other categories of companies) would, over time, become readily available to
      companies. Therefore, the staff stated in SAB 107 that it would not expect
      a
      company to use the simplified method for share option grants after December
      31,
      2007. The staff understands that such detailed information about employee
      exercise behavior may not be widely available by December 31, 2007. Accordingly,
      the staff will continue to accept, under certain circumstances, the use of
      the
      simplified method beyond December 31, 2007. The Company currently uses the
      simplified method for “plain vanilla” share options and warrants, and will
      assess the impact of SAB 110 for fiscal year 2009. It is not believed that
      this
      will have an impact on the Company’s consolidated financial position, results of
      operations or cash flows.





In
      December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
      Consolidated Financial Statements—an amendment of ARB No. 51.  This
      statement amends ARB 51 to establish accounting and reporting standards for
      the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. Before this statement was issued,
      limited guidance existed for reporting noncontrolling interests. As a result,
      considerable diversity in practice existed. So-called minority interests were
      reported in the consolidated statement of financial position as liabilities
      or
      in the mezzanine section between liabilities and equity. This statement improves
      comparability by eliminating that diversity. This statement is effective for
      fiscal years, and interim periods within those fiscal years, beginning on or
      after December 15, 2008 (that is, January 1, 2009, for entities with calendar
      year-ends). Earlier adoption is prohibited. The effective date of this statement
      is the same as that of the related Statement 141 (revised 2007). The Company
      will adopt this Statement beginning March 1, 2009. It is not believed that
      this
      will have an impact on the Company’s consolidated financial position, results of
      operations or cash flows.





In
      December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
      Combinations’. This Statement replaces FASB Statement No. 141, Business
      Combinations, but retains the fundamental requirements in
      Statement 141.  This Statement establishes principles and
      requirements for how the acquirer: (a) recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, and any
      noncontrolling interest in the acquiree; (b) recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain purchase;
      and (c) determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. This statement applies prospectively to business combinations
      for
      which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. An entity may not
      apply it before that date. The effective date of this statement is the same
      as
      that of the related FASB Statement No. 160, Noncontrolling Interests in
      Consolidated Financial Statements.  The Company will adopt this
      statement beginning March 1, 2009. It is not believed that this will have an
      impact on the Company’s consolidated financial position, results of operations
      or cash flows.


F-7


**PROMOTIONS
      ON WHEELS HOLDINGS, INC**




**NOTES
      TO THE FINANCIAL STATEMENTS**








In
      February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
      115.  This standard permits an entity to choose to measure many
      financial instruments and certain other items at fair value. This option is
      available to all entities. Most of the provisions in FAS 159 are elective;
      however, an amendment to FAS 115 Accounting for Certain Investments in Debt
      and
      Equity





Securities
      applies to all entities with available for sale or trading securities. Some
      requirements apply differently to entities that do not report net income. SFAS
      No. 159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of the previous fiscal year provided that the entity makes that choice in the
      first 120 days of that fiscal year and also elects to apply the provisions
      of
      SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No.
      159 beginning March 1, 2008 and is currently evaluating the potential impact
      the
      adoption of this pronouncement will have on its consolidated financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, Fair Value
      Measurements  This statement defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles
      (GAAP), and expands disclosures about fair value measurements. This statement
      applies under other accounting pronouncements that require or permit fair value
      measurements, the Board having previously concluded in those accounting
      pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this statement does not require any new fair value measurements.
      However, for some entities, the application of this statement will change
      current practice. This statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier application is encouraged, provided that the
      reporting entity has not yet issued financial statements for that fiscal year,
      including financial statements for an interim period within that fiscal year.
      The Company will adopt this statement March 1, 2008, and it is not believed
      that
      this will have an impact on the Company’s consolidated financial position,
      results of operations or cash flows.





Management
      believes that the adoption of these pronouncements will have no immediate impact
      on the Company’s financial condition or results of operation


F-8


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




**FORWARD
      LOOKING STATEMENTS**





Statements
      included in this report are "forward-looking statements" within the meaning
      of
      the Safe Harbor provisions of the Private Securities Litigation Reform Act
      of
      1995 (the "1995 Reform Act"). Additional oral or written forward-looking
      statements may be made by us from time to time and such statements may be
      included in documents other than this report that are filed with the SEC. Such
      forward-looking statements involve risks and uncertainties that could cause
      or
      actual results or outcomes to differ materially from those expressed in such
      forward-looking statements. Forward-looking statements in this report and
      elsewhere may include, without limitation, statements relating to our plans,
      strategies, objectives, expectations, intentions and adequacy of resources
      and
      are intended to be made pursuant to the Safe Harbor provisions of the 1995
      Reform Act.





***Plan
      of Operation - Overview***





We
      are a
      software marketing company that has entered into a License Agreement (“License”)
      with WQN, Inc., a Texas corporation. We have been granted the right to market
      and sell WQN’s WebSafety software products.





***License
      Agreement***





The
      License covers software products that have been developed by WQN and are more
      particularly described below and grants the Company an exclusive right for
      a
      period of 12 months to market and sell the software products through the Home
      Shopping Network, QVC, Inc., CVS Pharmacy, WalMart, and Walgreens and the non
      exclusive right to market and sell the software products worldwide. The Company
      intends to rebrand the software with the name “CYBERSAFETY” or other name to be
      selected by management that properly “brands” the software. The Company has
      attracted a team of experienced, professional marketing personnel to market
      the
      CYBERSAFETY product. Although the Company does not intend to employ full time
      employees on a day-to-day basis, the Company intends to pursue marketing and
      selling the CYBERSAFETY software through consulting agreements between the
      Company and members of senior management.





The
      License provides for the Company to retain 65% of all revenue received from
      the
      sale of CYBERSAFETY software and to pay 35% of all revenue to the Licensor,
      WQN.
      The License Agreement requires Licensor to provide Company technical and
      customer support and requires Licensor to provide Company with all future
      updates of the software.





For
      the
      coming year we plan to test, develop and market the software products that
      are
      covered by the License. We plan to utilize the License to build software
      products that will allow parents to protect their children from predators,
      cyber
      bullies and pornography on the Internet.





We
      currently have extremely limited operating capital. There can be no assurance
      that funds required for us to commence operations will be available on terms
      acceptable to us or at all. Additional funding will be needed to meet our
      expense payment obligations and to fully market and develop the software that
      we
      have licensed. If we are unable to raise sufficient funds on terms acceptable
      to
      us, we may be unable to complete our business plan. If equity financing is
      available to us on acceptable terms, it could result in additional dilution
      to
      our shareholders.





Since
      we
      began implementing our current business model on July 1, 2008, we have
      accomplished the following milestones:





·
            Raised
                over $800,000 in equity financing.


·
            Recruited
                top industry marketing
                professionals.


·
            Paid
                $300,000 to acquire the License.


·
            Begun
                extensive website development necessary to support revenue operations





For
      the
      coming year we plan to test, develop and market the WebSafety Software
      Products.





***Competitors***





We
      compete directly and indirectly with other businesses, including the licensor.
      The major competitors for our software technology are those companies selling
      or
      licensing products that block or filter what is received on a computer. In
      many
      cases, these competitors are larger and more firmly established than we are.
      In
      addition, many of such competitors have greater marketing and development
      budgets and greater capital resources than our company.


4




***License
      Agreement***





On
      June
      30, 2008, we entered into the License Agreement pursuant to which we were
      granted the right to market and sell WQN’s WebSafety software products. As
      consideration for granting the License, we agreed to pay $300,000 and pay 35%
      of
      all revenue from the sales of the Licensed products to the licensor. We have
      the
      exclusive right for 12 months to market and sell the software products through
      the Home Shopping Network, QVC, Inc., CVS Pharmacy, WalMart and Walgreens and
      the non-exclusive right to market and sell the software products
      worldwide.





***Employees***





We
      do not
      have any full time employees at this time. Our Chief Executive Officer,
      President and Chief Financial Officer devote the amount of time that is
      currently necessary to administer the Company’s activities. Each of these
      officers devotes time to other activities and are not salaried by the Company.
      Our Chief Executive Officer is a practicing lawyer and is paid on an hourly
      basis for any legal work that he performs on behalf of the Company. Our
      President is an active marketing consultant and is paid for marketing services
      that are provided by her marketing agency.





**Management’s
      Discussion and Analysis**





***Results
      of operations for the nine months ended September 30,
      2008***





We
      have
      generated minimal revenue from inception relating to our prior business. We
      incurred a net loss of $(205,866) for the nine months ended September 30, 2008,
      compared to a net loss of $(178,459) for the nine months ended September 30,
      2007. The increase in net loss over the preceding period was primarily due
      to an
      increase in general and administrative expenses as well as the cost of
      operations. At September 30, 2008, we had positive working capital of $253,472
      compared to negative working capital of $(29,094) at December 31, 2007. At
      September 30, 2008, our total assets were $656,779, which consisted primarily
      of
      cash and our License Agreement rights.





***Liquidity
      and Capital Resources***





We
      expect
      to continue incur operating losses and negative cash flows from operations.
      We
      have a limited amount of available cash and when viewed in conjunction with
      a
      continuation of operating losses, raises substantial doubt about our ability
      to
      continue as a going concern. Our ability to execute on our current business
      plan
      is dependent upon our ability to obtain equity financing, develop and market
      our
      product and generate revenue.





***Contemplated
      Financing***





We
      intend
      to raise capital through the private placement of approximately $1,200,000
      in
      shares of our common stock. Once this capital is raised, we intend to secure
      additional capital to implement our business plan. We are seeking to raise
      this
      funding immediately, we may not be successful in doing so on terms acceptable
      to
      us, and the inability to raise capital very quickly would have a material
      adverse effect on our business and operations. To date we have raised $842,000
      in equity funding.





***Off-Balance
      Sheet Arrangements***





As
      of
      September 30, 2008, we had no off-balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on our financial condition,
      results of operations or cash flows.





***Critical
      Accounting Policies and Estimates***





The
      discussion and analysis of our financial condition and results of operations
      is
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles generally accepted in the United States. Generally
      accepted accounting principles require management to make estimates, judgments
      and assumptions that affect the reported amounts of assets, liabilities,
      revenues and expenses, and the disclosure of contingent assets and liabilities.
      We base our estimates on experience and on various other assumptions that we
      believe to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying values of assets and liabilities
      that may not be readily apparent from other sources. Our actual results may
      differ from those estimates.


5





We
      consider our critical accounting policies to be those that involve significant
      uncertainties, require judgments or estimates that are more difficult for
      management to determine or that may produce materially different results when
      using different assumptions. We consider the following accounting policies
      to be
      critical:





***Stock-Based
      Compensation***





Statements
      of Financial Accounting Standards (SFAS) No. 123 (revised 2004), *Share-Based
      Payment* ,
      (SFAS
      123(R)) and Securities and Exchange Commission issued Staff Accounting Bulletin
      (SAB) No. 107 (SAB 107) require the measurement and recognition of compensation
      expense for all share-based payment awards made to employees and directors
      based
      on estimated fair values. We have applied the provisions of SAB 107 in its
      adoption of SFAS 123(R).





***Recent
      Accounting Pronouncements***





In
      March
      2006, the FASB issued SFAS No. 156, *Accounting
      for Servicing of Financial Assets—an amendment of FASB Statement No. 140* (SFAS
      156). The provision of SFAS 156 are effective for fiscal years beginning after
      September 15, 2006. This statement was issued to simplify the accounting for
      servicing rights and to reduce the volatility that results from using different
      measurement attributes. We do not believe the adoption of SFAS 156 will have
      a
      material impact on our financial position or results of operations.





In
      July
      2006, the FASB released FASB Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109* (FIN
      48).
      FIN 48 clarifies the accounting and reporting for uncertainties in income tax
      law. This Interpretation prescribes a comprehensive model for the financial
      statement recognition, measurement, presentation and disclosure of uncertain
      tax
      positions taken or expected to be taken in income tax returns. This statement
      is
      effective for fiscal years beginning December 15, 2006. We are currently in
      the
      process of evaluating the expected effect of FIN 48 on our results of operations
      and financial position.





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* (SFAS
      157). SFAS 157 establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS 157 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007. We are required to adopt the provision
      of SFAS 157, as applicable, beginning in fiscal year 2008. We are currently
      in
      the process of evaluating the expected effect of SFAS 157 on our results of
      operations and financial position.





**Risk
      Factors**





You
      should carefully consider and evaluate all of the information in this report,
      including the risk factors listed below. If any of these risks occur, our
      business, results of operations and financial condition could be harmed, the
      price of our common stock could decline, and future events and circumstances
      could differ significantly from those anticipated in the forward-looking
      statements contained in this report.





**CAUTIONARY
      STATEMENT CONCERNING FORWARD-LOOKING INFORMATION**





This
      report contains “forward-looking statements” within the meaning of the Private
      Securities Litigation Reform Act of 1995 with respect to the financial
      condition, results of operations, business strategies, operating efficiencies
      or
      synergies, competitive positions, growth opportunities for existing products,
      plans and objectives of management, markets for stock of Promotions on Wheels
      Holdings and other matters. Statements in this report that are not historical
      facts are “forward-looking statements” for the purpose of the safe harbor
      provided by Section 21E of the Exchange Act and Section 27A of the
      Securities Act. Such forward-looking statements, including, without limitation,
      those relating to the future business prospects, revenues and income of
      Promotions on Wheels Holdings, wherever they occur, are necessarily estimates
      reflecting the best judgment of the senior management of Promotions on Wheels
      Holdings on the date on which they were made, or if no date is stated, as of
      the
      date of this report. These forward-looking statements are subject to risks,
      uncertainties and assumptions, including those described in the “Risk Factors”
described below, that may affect the operations, performance, development and
      results of our business. Because the factors discussed in this report could
      cause actual results or outcomes to differ materially from those expressed
      in
      any forward-looking statements made by us or on our behalf, you should not
      place
      undue reliance on any such forward-looking statements. New factors emerge from
      time to time, and it is not possible for us to predict which factors will arise.
      In addition, we cannot assess the impact of each factor on our business or
      the
      extent to which any factor, or combination of factors, may cause actual results
      to differ materially from those contained in any forward-looking statements.





You
      should understand that the following important factors, in addition to those
      discussed above and in the “Risk Factors” could affect our future results and
      could cause those results to differ materially from those expressed in such
      forward-looking statements:


6




·
            our
                capital needs and ability to obtain
                financing,





·
            our
                ability to successfully research and develop marketable
                products,





·
            our
                ability to market and distribute our
                products,





·
            anticipated
                trends and conditions in the industry in which we operate,





·
            general
                economic conditions, and





·
            other
                risks and uncertainties as may be detailed from time to time in our
                public
                announcements and filings with the
                SEC.





We
      undertake no obligation to publicly update or revise any forward-looking
      statements, whether as a result of new information, future events or any other
      reason. All subsequent forward-looking statements attributable to the Company
      or
      any person acting on our behalf are expressly qualified in their entirety by
      the
      cautionary statements contained or referred to herein. In light of these risks,
      uncertainties and assumptions, the forward-looking events discussed in this
      report may not occur.





**Item
      3. Controls and Procedures**





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





Our
      management, with the participation of our Chief Executive Officer and our acting
      Chief Financial Officer (one individual), has evaluated the effectiveness of
      our
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September
      30, 2008. Based on this evaluation, our chief executive officer and acting
      chief
      financial officer have concluded that, as of September 30, 2008, our disclosure
      controls and procedures were not effective. Our conclusion was based on (1)
      our
      lack of systematic accounting and disclosure procedures, (2) the lack of
      development of our IT systems, (3) the lack of hiring and development of new
      personnel and (4) the number of adjustments identified by our independent
      auditors during the course of their review. We attribute all of the identified
      weaknesses to the formative stage of our organizational development. We
      currently lack the personnel resources to ensure that our disclosure controls
      and procedures are adequate. We intend to address the procedural and control
      issues by adding new formalized accounting procedures.





*(b)
       Changes in internal controls.*




Our
      Certifying Officer has indicated that there were no changes in the assessment
      of
      our internal control that was conducted as of September 30, 2008.





**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings**




None





**Item
      1.A. Risk Factors**


**RISK
      FACTORS**





The
      Company was organized during 2006, is at an early stage of operation and has
      no
      substantial revenue. The Company has recently ceased its operations in order
      to
      devote its full resources toward marketing, selling and distributing the
      CYBERSAFETY software products. The earliest date the Company anticipates
      receiving revenue from sales of the CYBERSAFETY software is during the second
      half of 2008. The Company will need to generate significant revenues to overcome
      an accumulated deficit and obtain profitability. The Company may never achieve
      profitability. If revenues grow more slowly than anticipated, or if operating
      expenses exceed expectations the Company’s business, results of operations, and
      financial condition could be materially adversely affected.


7


**RISKS
      RELATING TO OUR BUSINESS**





**THE
      COMPANY HAS A LIMITED OPERATING HISTORY AND FACES SIGNIFICANT RISKS AND
      CHALLENGES IN BUILDING THE BUSINESS**





As
      a
      result of the Company’s limited operating history, to achieve profitability, the
      Company must successfully and timely market and sell the CYBERSAFETY software.
      Although the Company has very concrete and specific marketing and sales programs
      to be implemented, the Company cannot guarantee the success of such programs
      and
      alternately, more expensive marketing and sales programs may need to be
      implemented. Additionally, although the Company believes that a strong market
      exists for the CYBERSAFETY software, the Company has conducted no scientific,
      reliable market surveys but has only performed its own research and due
      diligence to ascertain the security concerns of parents and others responsible
      for the safety of children. A more scientific analysis could prove that no
      market exists for the CYBERSAFETY software that the Company intends to market
      and sell; or, if the market exits, the Company may not be able to reach the
      market with the Company’s limited financial resources and marketing budget.
      There can be no assurance that the Company will be able to successfully generate
      revenues. The Company has no significant historical basis to assess how it
      might
      respond to competitive, economic, regulatory, or technological challenges.
      The
      Company’s business must be considered in light of the risks and uncertainties
      frequently encountered by companies in the very early stages of development,
      particularly companies that operate in new and rapidly developing industries
      and
      marketplaces. The Company’s failure to adequately address these risks and
      uncertainties and rapidly respond to adverse developments as they occur could
      materially impact the Company’s ability to achieve profitability and, if
      profitability is achieved, to sustain a level of operations that will cause
      profitability to be sustained. Although the Company intends to hire numerous
      people to implement the business of the Company, there is no assurance that
      the
      Company will hire the right people or that future changes will not have to
      be
      made to find the right people to implement the Company’s business strategy.
      There is no assurance that the Company’s business strategy or marketing plans
      will achieve success.





**THE
      COMPANY’S RELIANCE ON THE CAPABILITIES OF THE** **CYBERSAFETY** **SOFTWARE AND THE LICENSOR, WQN, INC.**





The
      Company is heavily dependent upon the capabilities of the CYBERSAFETY software
      and of the ability of the Company’s Licensor, WQN, Inc., to provide technical
      and other support of the software. The failure of the software to accomplish
      the
      objectives as represented will hamper if not destroy the Company’s marketing
      efforts as will the failure or inability of WQN, Inc. to capably provide
      technical support for the software.





**COMPANY’S
      RELIANCE UPON EXECUTIVES AND CONSULTANTS**





The
      Company’s success is highly dependent upon executive officers and key
      consultants identified in this report for critical management decisions and
      to
      implement and pursue the Company’s business and marketing plan. A loss of any of
      the executives or consultants through incapacity or for any other reason could
      materially adversely impact the ability of the Company to complete its business
      and marketing plan and would require the Company to seek the assistance of
      other
      qualified personnel who may not be available.





**CHALLENGES
      FROM COMPETITION**





Although
      the Company is unaware of an available product that contains all the
      characteristics, features and capabilities of the CYBERSAFETY software, in
      the
      dynamic, ever changing field of technology, many companies of all sizes and
      capabilities are constantly engaged in software development. With the notoriety
      given to child molesters, pedophiles and others causing harm and sometimes
      death
      to children, a reasonable assumption is that many companies are currently
      engaged in software development activities that will possess many of the
      characteristics and capabilities possessed by CYBERSAFETY software. In the
      event
      another company successfully develops and markets a competitive product before
      the Company can establish a significant presence in its target markets, the
      Company may never be able to achieve a level of revenue to sustain the Company’s
      operations. In addition, there will be inherent competition from the license
      from WQN, as both the Company and WQN will be selling/licensing the same product
      to consumers and retailers. There is no assurance that the Company’s marketing
      and branding programs will be more efficient than those of WQN. Additionally,
      other than to those sales outlets identified above, the Company’s License is
      non-exclusive and WQN not only has the right to market and sell the software
      under its WebSafety brand in competition with Company but also has the right
      to
      issue licenses to other parties that may be more capable of marketing and
      selling the software than Company.





8




**RISKS
      RELATED TO OUR COMMON STOCK**





**IF
      MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR STOCKHOLDERS MAY BE UNABLE
      TO
      SELL THEIR SHARE.**





There
      is
      currently a limited market for our common stock and we can provide no assurance
      that a more liquid market will develop. If a liquid market does not develop
      for
      our shares, it will be difficult for stockholders to sell their stock. In such
      a
      case, stockholders may find that they are unable to achieve benefits from their
      investment.





**IF
      A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE
      VOLATILE.**





If
      a
      market for our common stock develops, the price at which our common stock will
      trade may be highly volatile and may fluctuate as a result of a number of
      factors, including the number of shares available for sale in the market,
      quarterly variations in our operating results, actual or anticipated
      announcements of new data, studies, products or services by us or competitors,
      regulatory investigations or determinations, acquisitions or strategic alliances
      by us or our competitors, recruitment or departures of key personnel, the gain
      or loss of significant customers, changes in the estimates of our operating
      performance, market conditions in our industry and the economy as a
      whole.





**OVER
      63% OF OUR STOCK IS CONTROLLED BY A SINGLE STOCKHOLDER WHO HAS THE ABILITY
      TO
      SUBSTANTIALLY INFLUENCE THE ELECTION OF DIRECTORS AND THE OUTCOME OF MATTERS
      SUBMITTED TO STOCKHOLDERS.**





As
      of
      November 3, 2008, Texas Atlantic Capital Partners, LLC (“TAC”), a limited
      liability company whose managing member is a director of the Company, directly
      owns 14,200,000 shares, which represents approximately 63% of our 22,400,000
      shares of outstanding common stock. As a result, TAC presently and is expected
      to continue to have the ability to determine the outcome of issues submitted
      to
      our stockholders. The interests of this stockholder may not always coincide
      with
      our interests or the interests of other stockholders, and it may act in a manner
      that advances its best interests and not necessarily those of other
      stockholders. One consequence of this substantial stockholder’s interest is that
      it may be difficult for investors to remove management of the Company. it could
      also deter unsolicited takeovers, including transactions in which stockholders
      might otherwise receive a premium for their shares over then current market
      prices.





**INVESTORS’
      INTERESTS IN OUR COMPANY WILL BE DILUTED AND INVESTORS MAY SUFFER DILUTION
      IN
      THEIR NET BOOK VALUE PER SHARE IF WE ISSUE ADDITIONAL SHARES OR RAISE FUNDS
      THROUGH THE SALE OF EQUITY SECURITIES.**





In
      the
      event that we are required to issue any additional shares or enter into private
      placements to raise financing through the sale of equity securities, investors’
interests in our Company will be diluted and investors may suffer dilution
      in
      their net book value per share depending on the price at which such securities
      are sold. If we issue any such additional shares, such issuances also will
      cause
      a reduction in the proportionate ownership and voting power of all other
      stockholders. Further, any such issuance may result in a change in our
      control.





**WE
      HAVE NEVER PAID CASH DIVIDENDS AND DO NOT INTEND TO DO SO.**





We
      have
      never declared or paid cash dividends on our common stock. We currently plan
      to
      retain any earnings to finance the growth of our business rather than to pay
      cash dividends. Payments of any cash dividends in the future will depend on
      our
      financial condition, results of operations and capital requirements, as well
      as
      other factors deemed relevant by our board of directors.





**WE
      WILL NEED ADDITIONAL FINANCING.**





We
      will
      need additional financing to maintain and expand its business, and such
      financing may not be available on favorable terms, if at all. We intend to
      finance our business through the private placement and public offering of equity
      and debt securities. Additional financing may not be available on favorable
      terms, if at all. If we need funds and cannot raise them on acceptable terms,
      we
      may not be able to execute our business plan, an dour shareholders may lose
      substantially all of their investment.





**TERRORIST
      ATTACKS, CONTINUED WAR OR OTHER CIVIL DISTURBANCES COULD LEAD TO FURTHER
      ECONOMIC INSTABILITY AND ADVERSELY AFFECT OUR BUSINESS**





On
      September 11, 2001, the United States was the target of terrorist attacks of
      unprecedented scope. The United States is currently engaged in war with Iraq.
      These attacks and this war have caused instability in the marketplace and
      contributed to a downtown in the global economy. In the future, there may be
      armed hostilities, continued war, further acts of terrorism and civil
      disturbances in the United States or elsewhere, which may further contribute
      to
      economic instability in the United States. Additionally, such disturbances
      could
      have a material adverse effect on our business, financial condition and
      operating results.


9




**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




**Item
      5. Other Information.**




None





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




(a)
       Exhibits


2.1
              License
                  Agreement31.1
              Rule
                  13a-14(a) Certification of Chief Executive Officer31.2
              Rule
                  13e-14(a) Certification of Chief Financial Officer32.1
              Certification
                  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
                  as Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 200232.2
              Certification
                  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
                  as Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002





(b)
       Reports on Form 8-K




An
      8-K was filed on July 21, 2008 and October 10, 2008.




10


**SIGNATURES**





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





**PROMOTIONS ON WHEELS HOLDINGS, INC.**Date:  November 18, 2008
            By:
            */s/ Rowland W. Day II*Rowland W. Day II,Chief Executive Officer




11