UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended:  March 31, 2009




Or




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




Commission
File No. 333-140378




BLINDSPOT ALERT,
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)





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.





 ̈   Large
      accelerated filer
               ̈   Accelerated
      filer ̈   Non-accelerated
      filer
              x  Small
      reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):


Yes  ̈Nox





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of March 31, 2009:





Class
              Outstanding
      shares as of May 11, 2009Common
      Stock, $0.001 par value
              22,300,000








INDEX





PagePART
      1-FINANCIAL INFORMATIONItem
      1. Financial Statements
                                        F-1Balance
      Sheets as of March 31, 2009 (unaudited) and December 31,
    2008
                                        F-1Statements
      of Operations (unaudited) for the three months ended March 31, 2009 and
      March 31, 2008 and the period from inception (July 3, 2006) to March 31,
      2009.
                                        F-2Statements
      of Cash Flows (unaudited) for the three months ended March 31, 2009 and
      March 31, 2008 and the period from inception (July 3, 2006) to March 31,
      2009
                                        F-3Statement
      of Stockholders Equity (Deficit) from inception (July 3, 2006) to March
      31, 2009
                                        F-4Notes
      to Financial Statements
                                        F-5Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                                        3Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk
                                        4Item
      4. Control and Procedures
                                        4PART
      11-OTHER INFORMATION
                                        5Item
      1. Legal Proceedings
                                        5Item
      1A. Risk Factors
                                        5Item
      6. Exhibits
                                        7SIGNATURES
                                        9


2




PART
I - FINANCIAL INFORMATION





Item
1. Financial Statements




BLINDSPOT
ALERT, Inc.


Formerly
Known as Promotions on Wheels Holdings, Inc.


A
Development Stage Company


CONDENSED
BALANCE SHEETS





UnauditedMarch 31,
                    
                    
                    December 31,2009
                    
                    
                    2008ASSETSCurrent
      assets:Cash
                    
                    $
                    2,743
                    
                    
                    $
                    224,269Prepaid
      expense
                    
                    
                    
                    
                    
                    
                    7,137Total
      current assets
                    
                    
                    2,743
                    
                    
                    
                    231,406Property
      and EquipmentSoftware
      license and website development
                    
                    
                    501,523
                    
                    
                    
                    450,963Total
      property and equipment
                    
                    
                    501,523
                    
                    
                    
                    450,963Other
      Assets- Option to acquire
                    
                    
                    -
                    
                    
                    
                    95,000$
                    504,266
                    
                    
                    $
                    777,369LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Advance
      from shareholder
                    
                    
                    2,535
                    
                    
                    $
                    1,104Accounts
      payable
                    
                    
                    59,247
                    
                    
                    
                    37,116Accrued
      expense
                    
                    
                    1,975
                    
                    
                    
                    56Lease
      payable
                    
                    
                    
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    63,757
                    
                    
                    
                    38,276Stockholders'
      equity:Preferred
      stock; $.001 par value, 5,000,000 shares authorized, 4,230,002 and
      3,833,335 shares issued and outstanding respectively
                    
                    
                    4,230
                    
                    
                    
                    3,832Common
      stock; $.001 par value, 70,000,000 shares authorized, 22,300,000 shares
      issued and outstanding, respectively
                    
                    
                    22,300
                    
                    
                    
                    22,300Subscription
      receivable
                    
                    
                    -
                    
                    
                    
                    (200
                    )Additional
      paid in capital
                    
                    
                    1,476,571
                    
                    
                    
                    1,357,968Deficit
      accumulated during development stage
                    
                    
                    (1,062,592
                    )
                    
                    
                    (644,807
                    )Total
      stockholders' equity
                    
                    
                    440,509
                    
                    
                    
                    739,093$
                    504,266
                    
                    
                    $
                    777,369





The
accompanying notes are an integral part of these financial
statements.


F-1




BLINDSPOT
ALERT, INC.


Formerly
Known as Promotions on Wheels Holdings, Inc.


A
Development Stage Company


CONDENSED
STATEMENTS OF OPERATIONS


For
the three months ended March 31, 2009, 2008 and the period


from
inception July 3, 2006 to March 31, 2009 and December 31, 2008





July 3, 2006Unaudited
                    
                    
                    (Date of inception)For The Three Months Ended March 31
                    
                    
                    to2009
                    
                    
                    2008
                    
                    
                    March 31, 2009Revenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    231,536Operating
      expenses:Cost
      of Operations
                    
                    
                    -
                    
                    
                    
                    5,757
                    
                    
                    
                    125,030General
      and administrative expenses
                    
                    
                    172,785
                    
                    
                    
                    14,046
                    
                    
                    
                    916,201Depreciation
      and amortization expense
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,478Total
      operating expenses
                    
                    
                    172,785
                    
                    
                    
                    19,803
                    
                    
                    
                    1,044,709(Loss)
      from operations
                    
                    
                    (172,785
                    )
                    
                    
                    (19,803
                    )
                    
                    
                    (813,173
                    )Other
      income (expense):Interest
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    109Loss
      on option expiration
                    
                    
                    (245,000
                    )
                    
                    
                    -
                    
                    
                    
                    (245,000
                    )Loss
      on sale of equipment
                    
                    
                    -
                    
                    
                    
                    (5,216
                    )
                    
                    
                    (5,216
                    )Other
      income
                    
                    
                    -
                    
                    
                    
                    6,000
                    
                    
                    
                    6,000Interest
      expense
                    
                    
                    -
                    
                    
                    
                    (21
                    )
                    
                    
                    (5,312
                    )Total
      other income (expense)
                    
                    
                    (245,000
                    )
                    
                    
                    763
                    
                    
                    
                    (249,419
                    )(Loss)
      before provision for income taxes
                    
                    
                    (417,785
                    )
                    
                    
                    (19,040
                    )
                    
                    
                    (1,062,592
                    )Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      (loss)
                    
                    $
                    (417,785
                    )
                    
                    $
                    (19,040
                    )
                    
                    $
                    (1,062,592
                    )Basic
      and diluted loss per share
                    
                    $
                    (0.019
                    )
                    
                    $
                    (0.001
                    )
                    
                    $
                    (0.036
                    )Basic
      and diluted weighted average common shares outstanding
                    
                    
                    22,300,000
                    
                    
                    
                    37,000,000
                    
                    
                    
                    29,155,820





The
accompanying notes are an integral part of these financial
statements.


F-2




BLINDSPOT
ALERT, INC.


Formerly
Known as Promotions on Wheels Holdings, Inc.


A
Development Stage Company


CONDENSED
STATEMENTS OF CASH FLOWS


For
the Three Months  Ended March 31, 2009, 2008 and the period
from


inception,
July 3, 2006 to March 31, 2009





July 3, 2006Unaudited
                  
                  
                  (Date of inception)Three Months Ended March 31,
                  
                  
                  to2009
                  
                  
                  2008
                  
                  
                  March 31, 2009Operating
      activities:Net
      loss
                  
                  $
                  (417,785
                  )
                  
                  $
                  (19,040
                  )
                  
                  $
                  (1,062,592
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,478Stock
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,400Loss
      on sale of equipment
                  
                  
                  -
                  
                  
                  
                  5,216
                  
                  
                  
                  5,216Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Decrease
      in prepaid expense
                  
                  
                  7,137
                  
                  
                  
                  -
                  
                  
                  
                  -Decrease
      in subscriptions receivable
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -Decrease
      in advance to shareholder
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -Increase(decrease)
      in advance from shareholder
                  
                  
                  1,431
                  
                  
                  
                  -
                  
                  
                  
                  (17,465
                  )Increase
      in accounts payable
                  
                  
                  22,131
                  
                  
                  
                  -
                  
                  
                  
                  59,247(Decrease)
      in lease payable
                  
                  
                  
                  
                  
                  
                  (6,000
                  )
                  
                  
                  -Increase
      in accrued expense
                  
                  
                  1,919
                  
                  
                  
                  12,891
                  
                  
                  
                  1,975Net
      cash (used in) operating activities
                  
                  
                  (384,967
                  )
                  
                  
                  (6,933
                  )
                  
                  
                  (977,741
                  )Investing
      activities:Purchase
      of long term assets- net
                  
                  
                  50,560
                  
                  
                  
                  -
                  
                  
                  
                  (505,444
                  )Investment
      in option to acquire
                  
                  
                  150,000
                  
                  
                  
                  
                  
                  
                  
                  (245,000
                  )Charge
      off of option to acquire
                  
                  
                  (245,000
                  )
                  
                  
                  
                  
                  
                  
                  245,000Advance
      to/from shareholder
                  
                  
                  
                  
                  
                  
                  1,592Net
      cash (used in) investing activities
                  
                  
                  (44,440
                  )
                  
                  
                  1,592
                  
                  
                  
                  (505,444
                  )Financing
      activities:Proceeds
      from borrowing
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000Proceeds
      from sale of equipment
                  
                  
                  -
                  
                  
                  
                  5,027
                  
                  
                  
                  5,026Proceeds
      from cancellation of advance from shareholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000Proceeds
      from stock sales
                  
                  
                  119,001
                  
                  
                  
                  -
                  
                  
                  
                  1,435,902Net
      cash provided by financing activities
                  
                  
                  119,001
                  
                  
                  
                  5,027
                  
                  
                  
                  1,485,928Net
      changes in cash
                  
                  
                  (221,526
                  )
                  
                  
                  (314
                  )
                  
                  
                  2,743Cash,
      beginning of period
                  
                  
                  224,269
                  
                  
                  
                  314
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  2,743
                  
                  
                  $
                  -
                  
                  
                  $
                  2,743Non
      Cash Investing and Financing Activities:Issuance
      of common stock for services
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  32,400Common
      stock issued for equipment
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  9,800





The
accompanying notes are an integral part of these financial
statements.


F-3




BLINDSPOT
ALERT, INC.


Formerly
Known as Promotions on Wheels Holdings, Inc.


A
Development Stage Company


CONDENSED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


For
the quarter ended March 31, 2009 and the period from


inception
July 3, 2006





Accumulated(Deficit)Additional
                            
                            
                            during
                            
                            
                            TotalPreferred Stock
                            
                            
                            Common Stock
                            
                            
                            Subscription
                            
                            
                            Paid-in
                            
                            
                            development
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            Receivable
                            
                            
                            Capital
                            
                            
                            stage
                            
                            
                            Equity (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
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            (19,057
                            )
                            
                            
                            (19,057
                            )Balances
      December 31, 2006
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            2,000,000
                            
                            
                            
                            2,000
                            
                            
                            
                            
                            
                            
                            17,800
                            
                            
                            
                            (19,057
                            )
                            
                            
                            743Issuance
      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
                            )Balances  December
      31, 2007
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            37,000,000
                            
                            
                            
                            37,000
                            
                            
                            
                            
                            
                            
                            151,300
                            
                            
                            
                            (207,151
                            )
                            
                            
                            (18,851
                            )Issuance
      of preferred stock for cashJune
      20, 2008 six issuances t $0.30
                            
                            
                            2,083,336
                            
                            
                            
                            2,083
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            622,917
                            
                            
                            
                            
                            
                            
                            
                            625,000July
      2, 2008 one issuance at $0.30
                            
                            
                            666,667
                            
                            
                            
                            667
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            199,333
                            
                            
                            
                            
                            
                            
                            
                            200,000November
      6, 2008 one issuance at$0.30
                            
                            
                            333,333
                            
                            
                            
                            333
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            99,667
                            
                            
                            
                            
                            
                            
                            
                            100,000November
      13, 2008 one issuance at$0.30
                            
                            
                            83,333
                            
                            
                            
                            83
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            24,917
                            
                            
                            
                            
                            
                            
                            
                            25,000December
      17, 2008 two issuances at $0.30
                            
                            
                            666,666
                            
                            
                            
                            666
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            199,334
                            
                            
                            
                            
                            
                            
                            
                            200,000-
                            
                            
                            
                            
                            
                            
                            
                            -Issuance
      of common stock for cashMay
      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
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            14,375July
      11, 2008 one issuance at $0.001 for services
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,400,000
                            
                            
                            
                            2,400
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,400July
      15, 2008 one issuance at $0.001
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            100,000
                            
                            
                            
                            100
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            100September
      18, 2008 two issuances at $.001
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,200,000
                            
                            
                            
                            1,200
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            1,200December
      5, 2008 one issuance at $0.001
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            200,000
                            
                            
                            
                            200
                            
                            
                            
                            (200
                            )
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -Cancellation
      of common  stockJune
      20, 2008 cancellation
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (35,500,000
                            )
                            
                            
                            (35,500
                            )
                            
                            
                            
                            
                            
                            
                            35,500
                            
                            
                            
                            
                            
                            
                            
                            -Voluntary
      conversion of shareholder advance to paid in capital
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            25,000
                            
                            
                            
                            
                            
                            
                            
                            25,000Net
      loss for the period ended December 31, 2008
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (437,656
                            )
                            
                            
                            (437,656
                            )Balances  December
      31, 2008
                            
                            
                            3,833,335
                            
                            
                            $
                            3,832
                            
                            
                            
                            22,300,000
                            
                            
                            $
                            22,300
                            
                            
                            $
                            (200
                            )
                            
                            $
                            1,357,968
                            
                            
                            $
                            (644,807
                            )
                            
                            $
                            739,093Subscription
      receivable paid
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            200
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            200Issuance
      of preferred stock for cashFebruary
      19, 2009 one issuance at $0.001
                            
                            
                            56,667
                            
                            
                            
                            58
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            16,943
                            
                            
                            
                            
                            
                            
                            
                            17,001February
      24, 2009 one issuance at $0.001
                            
                            
                            40,000
                            
                            
                            
                            40
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            11,960
                            
                            
                            
                            
                            
                            
                            
                            12,000March
      2, 2009 four issuances at $0.001
                            
                            
                            300,000
                            
                            
                            
                            300
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            89,700
                            
                            
                            
                            
                            
                            
                            
                            90,000Net
      loss for the period ended March 31, 2009
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (417,785
                            )
                            
                            
                            (417,785
                            )Balances  March
      31, 2009
                            
                            
                            4,230,002
                            
                            
                            $
                            4,230
                            
                            
                            
                            22,300,000
                            
                            
                            $
                            22,300
                            
                            
                            $
                            -
                            
                            
                            $
                            1,476,571
                            
                            
                            $
                            (1,062,592
                            )
                            
                            $
                            440,509





The
accompanying notes are an integral part of these financial
statements.


F-4


BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009








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, 2009, 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,
2008 audited financial statements.  The results of operations for the three
months ended March 31, 2009 are not necessarily indicative of the operating
results that can be anticipated for a complete operating period.





Note
2. Going Concern





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.  The
Company has incurred cumulative net losses of approximately $1,062,592 from the
period of July 3, 2006 (Inception) through March 31, 2009 and has used
significant cash in support of its operating activities raising substantial
doubt about the Company’s ability to continue as a going concern.  The
Company in 2009 has raised additional capital and will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its
objectives.




The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s plan.  The
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.




Note
3. Use of Estimates




The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  The Company is subject to uncertainty of future
events, economic, environmental and political factors and changes in the
Company's business environment; therefore, actual results could differ from
these estimates.  Accordingly, accounting estimates used in the preparation
of the Company's financial statements will change as new events occur, more
experience is acquired, as additional information is obtained and as the
Company's operating environment changes.  Changes are made in estimates as
circumstances warrant.  Such changes in estimates and refinement of
estimation methodologies are reflected in the statements.




Note
4. Property and Equipment





Property
and equipment consist of the following at March 31, 2009:





Software
      Licensing*
                      
                      $
                      300,000Web
      Site Development
                      
                      
                      201,523Total
                      
                      $
                      501,523





*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 paid a one time fee of
$300,000 and will pay a 35% royalty on any net licensing revenue collected by
us. The initial term of the license granted pursuant to this agreement shall be
perpetual.


F-5





BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009





Note
5. Option to acquire and expiration





In
November 2008 the Company entered into an option agreement with Auburg Adams LLC
(AA) a Texas limited liability company to acquire certain software licensing
rights it had contracted for pursuant to a licensing agreement entered into with
Essential Security Software, Inc. the developer. The option would have allowed
the Company to secure the rights of Auburg Adams once a payment of $270,000 has
been made. Any payments made pursuant to the terms of the option to acquire were
to be credited to the overall price of the licensing had the option been
exercised. The rights that Auburg Adams has been granted are for the marketing
and sales of software that provides for total digital rights
management  enabling users to exercise complete control over email
transmissions and any attachments related to those transmissions to include
restriction of forwarding and timed removal from a recipient
computer.  This licensing was to be for an initial five- year period
and would be automatically renewable for periods thereafter. The overall cost
for the rights is $270,000.





The
option expired on April 1, 2009 without the final payment of $25,000 being made
or the option being renewed or extended notwithstanding the April 1, 2009
expiration date of the original option. The accounting treatment is in
recognition of the substance of the occurrence.





Management
remains in discussion with principals of Auberg Adams and ESS.





A
principal of Auburg Adams LLC is a minority shareholder in Blindspot Alert,
Inc.





Note
6. Ownership change





On June
30, 2008 Texas Atlantic Capital Partners, LLC obtained control of our company by
acquiring 13,200,000 shares of stock , 72% of the then outstanding common stock.
Coincidental with this acquisition a cancellation of 35,500,000 shares of
previously issued common stock was completed pursuant to the terms of the share
acquisition agreement. At March 31, 2009 Texas Atlantic owns 62.78% of the
common shares outstanding, the reduction due principally to additional issuances
since June 2008.





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. Through March 31, 2009 4,230,000 preferred shares had been
sold for $1,269,000 pursuant to this offering. Each preferred share may be
converted into 1.25 common shares.





Note
7. Stock Issuances





During
the three month period ended March 31, 2009 we had the following preferred stock
issuances.





Preferred Stock- All issuances were for cash at $0.30 per shareDate
                  
                  Number of Shares
                  
                  
                  ValueFebruary
      2009
                  
                  
                  96,667
                  
                  
                  $
                  29,001March
      2009
                  
                  
                  300,000
                  
                  
                  
                  90,000Total
      Preferred Issuances
                  
                  
                  396,667
                  
                  
                  $
                  119,001





Note
8. Related party transactions





In the
aggregate, during the three month period ended March 31, 2009, the Company paid
to related parties $93,287 for consulting, legal and marketing services as
reflected below.





Paid To
                  
                  Consulting
                  
                  
                  Legal Services
                  
                  
                  MarketingTexas
      Atlantic Capital Partners LLC
                  
                  $
                  25,000Rowland
      W. Day II
                  
                  
                  
                  
                  
                  $
                  23,287Robertson
      Schwartz Agency
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  45,000


F-6





BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009





Texas
Atlantic Capital Partners LLC (TA), Rowland W. Day II and Rusty Robertson are
affiliates in that TA is a more than 10% shareholder in the Company, Mr.
Day is its CEO and Rusty Robertson is its President and a principal in Robertson
Schwartz Agency. Mr. Day and Ms. Robertson are a member of Blindspot Alert’s
Board of Directors.





The
services that were provided are outlined below.





Consulting-Consulting
services consisted of the coordination of web design and marketing efforts aimed
at product launch to include the evaluation of the appropriate merchant service
agencies to be used as well as working with management relating to general
corporate matters associated with business plan implementation.





Legal-Rowland Day is the
Company’s legal counsel.





Marketing- Marketing fees
paid relate to the development of a comprehensive marketing plan whose objective
is to build brand and product awareness through planned media and other
exposures.





Note
9. Facilities





The
Company’s corporate headquarters are presently co located at no cost to the
Company in the law offices of its Chief Executive Officer.





Note
10. Newly issued pronouncements





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted 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 positionand results of
operations if adopted.


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.


F-7





BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009





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.





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.


F-8


BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 March
31, 2009





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.


F-9





Item
2. Management’s Discussion and Analysis and Plan of Operations




FORWARD
LOOKING STATEMENTS





The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes, and
the other financial information included in this report.





Forward-Looking
Statements





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 Blindspot Alert, Inc.,
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 Blindspot Alert, Inc.,
wherever they occur, are necessarily estimates reflecting the best judgment of
the senior management of Blindspot Alert, Inc. 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.





Plan
of Operation





BlindSpot
Alert, Inc. (BSA), a development stage company, formerly known as Promotions on
Wheels Holdings, Inc., commenced a corporate redirection in June 2008 with the
objective of marketing and selling through the internet a range of software
applications and services for computers and cell phones that allow parents or
other caregivers to monitor and be notified of occurrences of predator advances,
cyber bullying and pornography received on children’s computers. The cell phone
application would also restrict text messaging while driving and provide
location information to parents using GPS technology. In June 2008 we acquired
for $300,000 a world wide non exclusive license that permits the Company to sell
the proprietary software that identifies the threats from predators, cyber
bullies and transmitters of pornography. The license also allows for selective
exclusivity within certain markets.





Management
believes that our products are a timely solution to the dangers that come with
the unprecedented access to information and people that the internet and cell
phones provide.





From June
2008 through March 31, 2009 we have refined our website and we intend to
commence revenue activity in the third quarter of 2009.  We also
intend to market our products and services through relationships developed with
“trusted” sources consisting child protection advocacy groups including church,
school and civic organizations. We intend to also explore opportunities to enter
into strategic revenue sharing partnerships with companies having synergy with
our products.  These partners may include auto insurers and cell phone
manufacturers.





In
November 2008 we executed an option to acquire licensing rights to software that
provides digital rights management to email and other data transmitted over the
internet. We had intended to begin selling this proprietary software in 2009,
however, the option to acquire the rights expired on April 1, 2009 and an
expense in the amount of $245,000 was recorded as of March 31, 2009 to reflect
the substance of the expiration as of that date.





In the
quarter ended March 31, 2009 we raised $119,000 in new equity funding through
the sale of preferred stock, the proceeds of which are being used to implement
BSA’s plan of operations. Cumulatively through March 31, 2009 we raised
$1,289,800 through the sale of its common and preferred stock. This funding has
been utilized in the furtherance of our plan of operations. Future funding is
intended to be used in the commercialization process.


3





Results
of Operations





Three
month period ended March 31, 2009 compared to March 31, 2008





For the
quarter ended March 31, 2009 we sustained a net operating loss of $417,785,
including the one time charge of $245,000 for an option expiration as compared
to a loss of $19,040 for the same three month period ended March 31, 2008. From
inception in July 2006 through March 31, 2009, the Company has generated a total
of $1,062,592 in net operating losses.





General
and administrative costs totaled $172,785 for the quarter ended March 31, 2009
as compared to $14,046 for the same quarter in 2008 reflecting increased
disbursements in 2009 for marketing, legal and other costs relating to the
implementation of the operating plan.





We intend
to become fully operational in late 2009.





Liquidity





Through
March 31, 2009 the Company had raised $1,289,800 in new equity to support
planned operations in 2009 and beyond, Additional capital will be required. In
that regard it is management’s intent to continue fund raising efforts to
generate the capital required to support expanding operations.  There
can be no assurance that we will be able to raise any more additional capital on
terms that are beneficial to us.





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.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We have
not entered into, and do not expect to enter into, financial instruments for
trading or hedging purposes.





ITEM
4. CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





Our Chief
Executive Officer/Chief Financial Officer conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report (March 31, 2009), as is defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended. Our
disclosure controls and procedures are intended to ensure that the information
we are required to disclose in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and (ii) accumulated and communicated to our
management, including the Chief Executive Officer/Chief Financial Officer, as
the principal executive and financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, our Chief Executive Officer/Chief Financial Officer has
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective. Our Chief Executive
Officer/Chief Financial Officer has concluded that the financial statements
included in this report present fairly, in all material respects our financial
position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future
events.


4





Changes
in Internal Control





There
have been no changes in our internal control over financial reporting, as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, during our
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal control over financial
reporting.




Risk
Factors





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 licensed software products.  The earliest date the Company
anticipates receiving revenue from sales of the licensed software is during the
second half of 2009.  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.





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.


5





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.





RISKS
RELATED TO OUR COMMON STOCK





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





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.


6





OVER
62.78 % 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 14,000,000 shares, which represents approximately 62.78% of our 22,300,000
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 downturn 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.





Item 6. Exhibits




No.
            Description
      of Exhibit




31.1
            Rule
      13a-14(a) Certification of Chief Executive
  Officer




31.2
            Rule
      13e-14(a) Certification of Chief Financial
  Officer


7




32.1
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant
      to Section 906 of theSarbanes-Oxley Act of
2002




32.2
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant
      to Section 906 of theSarbanes-Oxley Act of
2002


8


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.





BLINDSPOT
      ALERT, INC.Date:  May
      13, 2009
                    By:
                    /s/ Rowland W. Day IIRowland
      W. Day II,Chief
      Executive Officer


9