**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-QSB


(Mark
      One)




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




For
      the
      quarterly period ended: June
      30, 2008




**Or**




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




**Commission
      File No. 333-140378**




**PROMOTIONS
      ON WHEELS HOLDINGS, INC.**


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





**Nevada**
            
            **20-5150818**(State or other jurisdiction of incorporation or
              organization)
            
            (I.R.S. Employer Identification No.)




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


(Address
      of Principal Executive Offices)





**(949)
      642-7816**


(Issuer’s
      telephone number)





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


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





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





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a small reporting company. See
      the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated filer,” and “small reporting company” in Rule 12-b2 of the
      Exchange Act.





 ̈Large accelerated filer
             ̈Accelerated filer ̈Non-accelerated filer
            xSmall reporting company





APPLICABLE
      ONLY TO CORPORATE ISSUERS :





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of June 30, 2008: 37,000,000 shares of common stock.





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


Yes  ̈ No x





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









**PART
                1-FINANCIAL INFORMATION**
            3Item
                1. Financial Statements
            3Item
                2. Management’s Discussion and Analysis of Financial
                Condition
            5Item
                3. Control and Procedures
            9**PART
                11-OTHER INFORMATION**
            10Item
                1. Legal Proceedings
            10Item
                2. Changes in Securities
            10Item
                3. Defaults upon Senior Securities
            10Item
                4. Submission of Matters to a Vote of Security Holders
            10Item
                5. Other Information
            10Item
                6. Exhibits and Reports on Form 8-K
            11**SIGNATURE**
            12




2




**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Unaudited Financial Statements**





**BASIS
      OF PRESENTATION**




The
      accompanying reviewed financial statements are presented in accordance with
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.
       Accordingly, they do not include all of the information and footnotes
      required by generally accepted accounting principles for complete financial
      statements.  In the opinion of management, all adjustments (consisting only
      of normal occurring accruals) considered necessary in order to make the
      financial statements not misleading, have been included. Operating results
      from
      inception (July 3, 2006) and six months ended June 30, 2008 are not necessarily
      indicative of results that may be expected for the year ending December 31,
      2008. The financial statements are presented on the accrual
      basis.


3




**PROMOTIONS
      ON WHEELS HOLDINGS, INC.**





**Table
      of Contents**


PAGECONDENSED
                BALANCE SHEETS
            F-1CONDENSED
                STATEMENTS OF OPERATIONS
            F-2CONDENSED
                STATEMENTS OF CASH FLOWS
            F-3CONDENSED
                STATEMENTS OF STOCKHOLDERS’
                EQUITY
            F-4FOOTNOTES
                TO FINANCIAL STATEMENTS
            F-5




4




**PROMOTIONS
        ON WHEELS HOLDINGS, INC**


**A
        Development Stage Company**


**CONDENSED
        BALANCE SHEETS**
  **(Unaudited)****June
                  30,**
              
              **December
                  31,****ASSETS**
              
              **2008**
              
              **2007***Current
                  assets:*Cash
              
              $
              314,671
              
              $
              314Advance
                  to shareholder
              
              
              -
              
              
              1,592*Total
                  current assets*
              
              
              314,671
              
              
              1,906Property
                  and EquipmentSoftware
                  license and website development
              
              
              310,689
              
              
              -Other
                  property and equipment
              
              
              -
              
              
              10,243*Total
                  property and equipment*
              
              
              310,689
              
              
              10,243$
              625,360
              
              $
              12,149**LIABILITIES
                  AND STOCKHOLDERS' EQUITY***Current
                  liabilities:*Short-term
                  borrowing
              
              $
              -
              
              $
              20,000Accounts
                  payable
              
              
              16,051
              
              
              -Accrued
                  expense
              
              
              -
              
              
              5,000Lease
                  payable
              
              
              -
              
              
              6,000Advances
                  from related parties
              
              
              66,485
              
              
              -*Total
                  current liabilities*
              
              
              82,536
              
              
              31,000*Stockholders'
                  equity*Preferred
                  stock; $.001 par value, 5,000,000 sharesauthorized,
                  2,083,336 and zero shares issued and
              
              
              
              
              
              -outstanding
                  respectively
              
              
              2,083Common
                  stock; $.001 par value, 70,000,000 sharesauthorized,18,400,000
                  and 37,000,000 shares issued andoutstanding,
                  respectively
              
              
              18,400
              
              
              37,000Additional
                  paid in capital
              
              
              809,717
              
              
              151,300Deficit
                  accumulated during development stage
              
              
              (287,376
              )
              
              (207,151
              )*Total
                  stockholders' equity*
              
              
              542,824
              
              
              (18,851
              )$
              625,360
              
              $
              12,149




**The
        accompanying notes are an integral part of these financial
        statements.**
  F-1
  **PROMOTIONS
            ON WHEELS HOLDINGS, INC**
 **A
            Development Stage Company**
 **CONDENSED
            STATEMENTS OF OPERATIONS**
 **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **July
                    3, 2006****For
                    the three**
                
                **For
                    the three**
                
                **For
                    the six**
                
                **For
                    the six**
                
                **(Date
                    of inception)****months
                    ended**
                
                **months
                    ended**
                
                **months
                    ended**
                
                **months
                    ended**
                
                **through****June
                    30, 2008**
                
                **June
                    30, 2007**
                
                **June
                    30, 2008**
                
                **June
                    30, 2007**
                
                **June
                    30, 2008***Revenue*
                
                $
                -
                
                $
                71,500
                
                $
                -
                
                $
                152,416
                
                $
                231,536*Operating
                    expenses:*Cost
                    of Operations
                
                
                -
                
                
                42,036
                
                
                5,757
                
                
                64,320
                
                
                125,030General
                    and administrative expenses
                
                
                61,185
                
                
                109,359
                
                
                75,231
                
                
                186,312
                
                
                385,986Depreciation
                    and amortization expense
                
                
                -
                
                
                679
                
                
                -
                
                
                1,224
                
                
                3,478***Total
                    operating expenses***
                
                
                61,185
                
                
                152,074
                
                
                80,988
                
                
                251,856
                
                
                514,494***(Loss)
                    from operations***
                
                
                (61,185
                )
                
                (80,574
                )
                
                (80,988
                )
                
                (99,440
                )
                
                (282,958
                )*Other
                    income (expenses):*Interest
                    income
                
                
                -
                
                
                60
                
                
                -
                
                
                77
                
                
                109Loss
                    on sale of equipment
                
                
                -
                
                
                -
                
                
                (5,216
                )
                
                -
                
                
                (5,311
                )Other
                    income
                
                
                -
                
                
                -
                
                
                6,000
                
                
                -
                
                
                6,000Interest
                    expense
                
                
                -
                
                
                (2,617
                )
                
                (21
                )
                
                (5,090
                )
                
                (5,216
                )***Total
                    other income (expenses)***
                
                
                -
                
                
                (2,557
                )
                
                763
                
                
                (5,013
                )
                
                (4,418
                )***(Loss)
                    before provision for income taxes***
                
                
                
                
                
                (83,131
                )
                
                (80,225
                )
                
                (104,453
                )
                
                (287,376
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -**Net
                    (loss)**
                
                $
                (61,185
                )
                $
                (83,131
                )
                $
                (80,225
                )
                $
                (104,453
                )
                $
                (287,376
                )Basic
                    and diluted loss per common share
                
                $
                (0.002
                )
                $
                (0.01
                )
                $
                (0.002
                )
                $
                (0.01
                )
                $
                (0.01
                )Basic
                    and diluted weighted averagecommon
                    shares outstanding
                
                
                38,143,407
                
                
                28,546,188
                
                
                38,320,718
                
                
                28,546,188
                
                
                28,224,296
  The
        accompanying notes are an integral part of
        these financial statements.
  F-2


**PROMOTIONS
              ON WHEELS HOLDINGS, INC**
 **A
              Development Stage Company**
 **CONDENSED
              STATEMENTS OF CASH FLOW**
  **(Unaudited)**
                    
                    **(Unaudited)**
                    
                    **July
                        3, 2006****For
                        the six**
                    
                    **For
                        the six**
                    
                    **(Date
                        of inception)****months
                        ended**
                    
                    **months
                        ended**
                    
                    **through****June
                        30, 2008**
                    
                    **June
                        30, 2007**
                    
                    **June
                        30, 2008**Cash
                        flows from operating activities:Net
                        loss
                    
                    $
                    (80,225
                    )
                    $
                    (104,453
                    )
                    $
                    (287,376
                    )Adjustments
                        to reconcile net loss tonet
                        cash used in operating activities:Depreciation
                        expense
                    
                    
                    
                    
                    
                    1,224
                    
                    
                    3,586Stock
                        issued for services
                    
                    
                    
                    
                    
                    20,000
                    
                    
                    30,000Loss
                        on sale of equipment
                    
                    
                    5,216
                    
                    
                    
                    
                    
                    5,216Changes
                        in operating assets and liabilities:(Increase)
                        in accounts receivable
                    
                    
                    
                    
                    
                    (32,500
                    )Decrease
                        in advance to shareholder
                    
                    
                    1,592
                    
                    
                    
                    
                    
                    -(Increase)
                        in escrow deposits
                    
                    
                    -
                    
                    
                    (3,000
                    )
                    
                    -Increase
                        (Decrease) in accounts payable
                    
                    
                    16,051
                    
                    
                    (244
                    )
                    
                    16,051(Decrease)
                        in short term borrowing
                    
                    
                    (20,000
                    )
                    
                    -
                    
                    
                    (20,000
                    )Increase
                        in advances from related parties
                    
                    
                    66,485
                    
                    
                    -
                    
                    
                    66,485(Decrease)
                        in lease payable
                    
                    
                    (6,000
                    )
                    
                    
                    
                    
                    -(Decrease)
                        in accrued expense
                    
                    
                    (5,000
                    )
                    
                    (2,567
                    )
                    
                    -***Net
                        cash (used in) operating activities***
                    
                    
                    (21,881
                    )
                    
                    (121,540
                    )
                    
                    (186,038
                    )Cash
                        flows from investing activities:Purchase
                        of long term assets- net
                    
                    
                    310,688
                    
                    
                    (2,811
                    )
                    
                    314,609Organizational
                        costsAdvance
                        to shareholder
                    
                    
                    -
                    
                    
                    (3,239
                    )***Net
                        cash (used in) investing activities***
                    
                    
                    310,688
                    
                    
                    (6,050
                    )
                    
                    314,609Cash
                        flows from financing activities:Proceeds
                        from borrowing
                    
                    
                    -
                    
                    
                    
                    
                    
                    20,000Proceeds
                        from sale of equipment
                    
                    
                    5,026
                    
                    
                    
                    
                    
                    5,026Proceeds
                        from stock sales
                    
                    
                    641,900
                    
                    
                    148,500
                    
                    
                    790,400***Net
                        cash provided by financing activities***
                    
                    
                    646,926
                    
                    
                    148,500
                    
                    
                    815,426Net
                        changes in cash
                    
                    
                    314,357
                    
                    
                    20,910
                    
                    
                    314,671Cash,
                        beginning of period
                    
                    
                    314
                    
                    
                    17,720
                    
                    
                    -Cash,
                        end of period
                    
                    $
                    314,671
                    
                    $
                    38,630
                    
                    $
                    314,671Non
                        Cash Investing and Financing Activities:Issuance
                        of common stock for services
                    
                    **$**
                    **-**
                    
                    $
                    20,000
                    
                    $
                    30,000Common
                        stock issued for equipment
                    
                    
                    
                    
                    
                    
                    
                    $
                    9,800
 **The
              accompanying notes are an integral part of these financial statements.**
  F-3
  **PROMOTIONS
            ON WHEELS HOLDINGS, INC**


**A
            Development Stage Company**
 **CONDENSED
            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**
  **For
          the Six Months Ended June 30, 2008**
 **UNAUDITED**
 **Accumulated****(Deficit)****Additional**
                  
                  **during**
                  
                  **Total****Preferred
                      Stock**
                  
                  **Common
                      Stock**
                  
                  **Paid-in**
                  
                  **development**
                  
                  **Stockholders'****Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **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
                  )**Balance,
                      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, March27, 2007
                  
                  
                  -
                  
                  
                  
                  
                  
                  14,700,000
                  
                  
                  14,700
                  
                  
                  133,500
                  
                  
                  -
                  
                  
                  148,200Issuance
                      of stock relating to private placement,$0.01
                      per share, April 11, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  300,000
                  
                  
                  300
                  
                  
                  
                  
                  
                  
                  
                  
                  300Net
                      loss for the period ended December 31, 2007
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (188,094
                  )
                  
                  (188,094
                  )**Balance,
                      December 31, 2007**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  37,000,000
                  
                  
                  37,000
                  
                  
                  151,300
                  
                  
                  (207,151
                  )
                  
                  (18,851
                  )Issuance
                      of stock
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      Loss for the period ended March 31, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (19,040
                  )
                  
                  (19,040
                  )**Balance
                      March 31, 2008**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  37,000,000
                  
                  
                  37,000
                  
                  
                  151,300
                  
                  
                  (226,191
                  )
                  
                  (37,891
                  )Issuance
                      of preferred stock for cashJune
                      20, 2008 six issuances t $0.30
                  
                  
                  2,083,336
                  
                  
                  2,083
                  
                  
                  
                  
                  
                  
                  
                  
                  622,917
                  
                  
                  
                  
                  
                  625,000Issuance
                      of common stock for cash
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  -May
                      1, 2008 six issuances at $0.001
                  
                  
                  
                  
                  
                  
                  
                  
                  2,525,000
                  
                  
                  2,525
                  
                  
                  
                  
                  
                  
                  
                  
                  2,525June
                      30, 2008 two issuances t $0.001
                  
                  
                  
                  
                  
                  
                  
                  
                  14,375,000
                  
                  
                  14,375
                  
                  
                  
                  
                  
                  
                  
                  
                  14,375Cancellation
                      of common stock June 20, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  (35,500,000
                  )
                  
                  (35,500
                  )
                  
                  35,500
                  
                  
                  
                  
                  
                  -Net
                      Loss for the period ended June 30, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (61,185
                  )
                  
                  (61,185
                  )**Balance
                      June 30, 2008**
                  
                  
                  2,083,336
                  
                  
                  2,083
                  
                  
                  18,400,000
                  
                  $
                  18,400
                  
                  $
                  809,717
                  
                  $
                  (287,376
                  )
                  $
                  542,824
  **The
              accompanying notes are an integral part of these financial statements.**


F-4


**PROMOTIONS
        ON WHEELS HOLDINGS, INC**
 **A
        Development Stage Company**
 
 **NOTES
        TO FINANCIAL STATEMENTS**







**NOTE
        1 - CONDENSED FINANCIAL STATEMENT**
  The
        accompanying financial statements have been prepared by the Company without
        audit.  In the opinion of management, all adjustments (which include only
        normal recurring adjustments) necessary to present fairly the financial
        position, results of operations, and cash flows at June 30, 2008, and for
        all
        periods presented herein, have been made.
  Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America have been condensed or omitted.  It is suggested
        that these condensed financial statements be read in conjunction with the
        financial statements and notes thereto included in the Company’s December 31,
        2007 audited financial statements.  The results of operations for the six
        months ended June 30, 2008 are not necessarily indicative of the operating
        results that can be anticipated for complete operating period.
  **NOTE
        2 - GOING CONCERN**
  The
        Company’s financial statements are prepared using generally accepted accounting
        principles in the United States of America applicable to a going concern
        which
        contemplates the realization of assets and liquidation of liabilities in
        the
        normal course of business. The Company has not yet established an ongoing
        source
        of revenues sufficient to cover its operating costs and allow it to continue
        as
        a going concern. The ability of the Company to continue as a going concern
        is
        dependent on the Company obtaining adequate capital to fund operating losses
        until it becomes profitable. If the Company is unable to obtain adequate
        capital, it could be forced to cease operations.
  In
        order
        to continue as a going concern, the Company will need, among other things,
        additional capital resources. Management’s plan is to obtain such resources for
        the Company by obtaining capital from management and significant shareholders
        sufficient to meet its minimal operating expenses and seeking equity and/or
        debt
        financing. However management cannot provide any assurances that the Company
        will be successful in accomplishing any of its plans.
  The
        ability of the Company to continue as a going concern is dependent upon its
        ability to successfully accomplish the plans described in the preceding
        paragraph and eventually secure other sources of financing and attain profitable
        operations. The accompanying financial statements do not include any adjustments
        that might be necessary if the Company is unable to continue as a going
        concern.
 
 **NOTE
        3- CHANGE IN CONTROL**
 
 On
        June
        30, 2008, Texas Atlantic Partners, LLC obtained control of our company by
        acquiring a 72% of the then outstanding common stock. Coincidental with this
        acquisition a cancellation of 35,500,000 shares of previously issued common
        stock was affected pursuant to the terms of the share acquisition
        agreement.




F-5




**PROMOTIONS
        ON WHEELS HOLDINGS, INC**
 **A
        Development Stage Company**
 
 **NOTES
        TO FINANCIAL STATEMENTS**







Also,
        effective June 30, 2008, we agreed to issue shares of our Series A Convertible
        Preferred Stock at a price of $.30 per share in a private placement to
        accredited investors up to a maximum of $1,200,000. Through June 30, 2008
        $625,000 had been received pursuant to this offering. Each preferred share
        may
        be converted into 1.25 common shares. We intend to sell a maximum of 4,000,000
        preferred shares.
 
 **NOTE
        4- PURCHASE OF LICENSE- ONGOING OPERATIONS**
 
 On
        June
        30, 2008 we entered into a license agreement with WQN, Inc., whose common
        stock
        trades on the pink sheets under the symbol WQNI. Under the agreement we have
        the
        right to license its software technology on a non-exclusive worldwide basis
        and
        offer the software on an exclusive basis to: Home Shopping Network, QVC,
        Inc.,
        Walgreens Drugstore, CVS Pharmacy and Walmart. We have agreed to pay a one
        time
        payment of $300,000 and a 35% royalty of the net licensing revenue collected
        by
        us. The software allows for the detection and the alerting of caregivers
        of
        unwanted internet advances by predators, cyber bullying and unsolicited
        pornography.
  **NOTE
        5 - SETTLEMENT AGREEMENT**
  On
        February 25, 2008, the Company entered into a Settlement Agreement with Barry
        Van Wie (“BVW”), Chief Executive Officer, President and the sole Director of the
        Company.  Pursuant to the Settlement Agreement several terms were agreed to
        including but not limited to following significant items: (a) BVW resigns
        as an
        officer and director of Promotions on Wheels Holdings, Inc. (POW) and Rowland
        W.
        Day II was appointed as director.  (b) BVW transfers and assigns his
        22,000,000 common shares of the Company to Rowland W. Day.  (c) BVW cancels
        his seven year lease agreement whereby the Company was to pay him $2,000
        per
        month for the use of the truck and releases the Company from the payment
        of
        $7,582 and any future payment or obligation for the truck rental.  (d) The
        Company hereby sells and transfers the fixed assets to BVW.
  **NOTE
        6 -PROPERTY AND EQUIPMENT**
  During
        the period ended March 31, 2008, the Company sold all of its equipment to
        Barry
        Van Wie (“BVW”), former CEO in exchange for the settlement of advance from BVW
        in the amount of $5,027.  These assets had a book value of $10,243 net of
        accumulated, the Company incurred a loss of approximately $5,200 from the
        sale.
 
 In
        the
        three months ended June 30, 2008 property and equipment consisted of the
        following.
 
 Software
                  license
              
              $
              300,000Web
                  site development costs
              
              
              10,689Total
              
              $
              310,689
 
 No
        charge for amortization will be made until initiation of sales activity has
        begun.




F-6




**PROMOTIONS
          ON WHEELS HOLDINGS, INC**
 **A
          Development Stage Company**
 
 **NOTES
          TO FINANCIAL STATEMENTS**


**NOTE
        6 - RELATED PARTY TRANSACTIONS**
  The
        Company entered into a 7 year lease agreement with Barry Van Wie, the president/
        shareholder of the Company, to pay monthly truck lease fee of approximately
        $2,000.  These fees totaled approximately $4,000 for the period ended March
        31, 2008. This lease was terminated as of that date.
  During
        the normal course of business operation for the period ended June 30, 2008
        the
        Company incurred legal fees of $11,414 to the Legal office of Rowland W.
        Day II,
        a company related by common ownership.
 
 As
        of
        June 30, 2008 related parties had advanced funds to the company as outlined
        in
        the table below. These advances are expected to be paid back or converted
        into
        stock in future periods. The advances carry no interest.
 
 Texas
                  Atlantic Capital Partners LLC
              
              $
              41,485Rowland
                  Day
              
              
              25,000Total
              
              $
              66,485
 
 **NOTE
        7-USE OF ESTIMATES**
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities at the date of the
        financial statements and the reported amounts of revenues and expenses during
        the reporting period. Actual results could differ from those
        estimates.


F-7




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




**FORWARD
      LOOKING STATEMENTS**





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





***Plan
      of Operation - Overview***





Promotions
      on Wheels was incorporated on July 3, 2006. The Company has been a developmental
      stage company with a previous business objective of offering live promotions
      and
      marketing events utilizing unique custom built mobile displays. To date, revenue
      has been minimal and the Company has incurred operational losses. The Company
      intends to change the name of the Company in the near future to a name that
      more
      accurately describes the nature of the Company’s new business.





***License
      Agreement***





On
      June
      30, 2008, the Company entered into a License Agreement (“License”) with WQN,
      Inc., a Texas corporation (“WQN”), which, in consideration for the sum of
      $300,000 grants the Company the right to market and sell WQN’s WebSafety
      software products. The License covers software products that have been developed
      by WQN and are more particularly described below and grants the Company an
      exclusive right for a period of 12 months to market and sell the software
      products through the Home Shopping Network, QVC, Inc., CVS Pharmacy, WalMart,
      and Walgreens and the non exclusive right to market and sell the software
      products worldwide. The Company intends to rebrand the software with the name
      “CYBERSAFETY” or other name to be selected by management that properly “brands”
the software. The Company has attracted a team of experienced, professional
      marketing personnel to market the CYBERSAFETY product. Although the Company
      does
      not intend to employ full time employees on a day-to-day basis, the Company
      intends to pursue marketing and selling the CYBERSAFETY software through
      consulting agreements between the Company and members of senior management.





The
      Company has discontinued its existing business of offering live promotions
      and
      intends to dedicate its time and resources to marketing, selling and
      distributing CYBERSAFETY software products. The License provides for the Company
      to retain 65% of all revenue received from the sale of CYBERSAFETY software
      and
      to pay 35% of all revenue to the Licensor, WQN. The License Agreement requires
      Licensor to provide Company technical and customer support and requires Licensor
      to provide Company with all future updates of the software.





***Description
      of Business***





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





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





***Competitors***





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


5





**Management’s
      Discussion and Analysis**





***Results
      of operations for the six months ended June 30, 2008***





We
      have
      generated minimal revenue from inception from the prior business. We incurred
      a
      net loss of $(80,225) for the six months ended June 30, 2008, compared to a
      net
      loss of $(104,453) for the six months ended June 30, 2007. The decrease in
      net
      loss was primarily due to an decrease in general and administrative expenses
      as
      well as the cost of operations. At June 30, 2008, we had positive working
      capital of $232,135 compared to negative working capital of $(18,851) for the
      beginning of the year. At June 30, 2008, our total assets were $625,360, which
      consisted primarily of our License Agreement rights.





***Liquidity
      and Capital Resources***





We
      expect
      to incur operating losses and negative cash flows, and have no available cash,
      which raises substantial doubt about our ability to continue as a going concern.
      Our ability to execute on our current business plan is dependent upon our
      ability to obtain equity financing, develop and market our product and generate
      revenue.





***Contemplated
      Financing***





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





***Off-Balance
      Sheet Arrangements***





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





***Critical
      Accounting Policies and Estimates***





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





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





***Stock-Based
      Compensation***





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





***Recent
      Accounting Pronouncements***





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





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


6


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





**Risk
      Factors**





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




**RISK
      FACTORS**







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





**RISKS
      RELATING TO OUR BUSINESS**





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





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





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





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


7





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





There
      is
      currently no market for our common stock and we can provide no assurance that
      a
      market will develop. If no market is ever developed 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
      announcement 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.





**TECHNOLOGICAL
      RISKS**





The
      Company risks the possibility that another company may develop a competing
      product that has all the characteristics, and more, of the CYBERSAFETY software.





The
      Company intends to engage numerous people to implement the business of the
      Company. There is no assurance that the Company will engage 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.





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





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


8





**CAUTIONARY
      STATEMENT CONCERNING FORWARD-LOOKING INFORMATION**





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





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





·
            our
                capital needs and ability to obtain
                financing,





·
            our
                ability to successfully research and develop marketable
                products,





·
            our
                ability to market and distribute our
                products,





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





·
            general
                economic conditions, and





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





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





**Item
      3. Controls and Procedures**





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




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




*(b)
       Changes in internal controls.*




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


9





**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings**




None




**Item
      2. Changes in Securities.**




None




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




None




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




None




**Item
      5. Other Information.**




Effective
      July 21, 2008, the board of directors appointed Denton Jones, Rusty Robertson
      and Leonard Makowka to fill three vacancies on the board of directors. Rusty
      Robertson was appointed as the Company’s President and Chief Operating officers
      and Robert Salluzzo was appointed as Treasurer and Interim Chief Financial
      Officer. Rowland W. Day II has resigned as the Company’s Chief Financial
      Officer. Mr. Day’s resignation as Chief Financial Officer was not the result of
      any disagreement with the Company on any matter relating to the Company’s
      operations, policies or practices.





**Rusty
      Robertson, 56 years of age, President, Chief Operating Officer and
      Director.**





Ms.
      Robertson is a principal of the Robertson Schwartz Agency. Ms. Robertson
      specializes in marketing, sales, forecasting, literary, advertising and public
      relations. Advertising Age Magazine has honored Ms. Robertson as one of the
      top
      100 Marketers and Success Magazine featured Ms. Robertson and her company as
      one
      of Americas Super 8 companies.





**Leonard
      Makowka, M.D., Ph.D., FRCS(c), FACS, 53 years of age,
      Director.**





Dr.
      Makowka was a distinguished clinical and transplantation surgeon and medical
      researcher. Since his retirement he has pursued investment strategies and
      business development in healthcare, life sciences, finance and other industry
      sectors. Dr. Makowka is currently a Managing Director of ITF Global Partners,
      an
      international financial advisory, strategic planning and capital investment
      company. Dr. Makowka is actively involved as an advisor to or member of the
      Board of Directors of several companies, including Blue Shield of California,
      Hollis Eden Pharmaceuticals and Kinemed.





**Denton
      Jones, 56 years of age, Director.**





Mr.
      Jones
      has been a private investor for 30 years. He is the manager of Texas Atlantic
      Partners, LLC, the holder of 14,550,000 shares of common stock. Mr. Jones is
      a
      director of WQN, Inc.





**Robert
      J. Salluzzo, 60 years of age, Treasurer and interim Chief Financial
      Officer.**





Mr.
      Salluzzo has been the Chief Financial Officer of four public companies since
      1997. Mr. Salluzzo is a Certified Public Accountant.





As
      of the
      date of this filing, there has not been any material plan, contract or
      arrangement (whether or now written) to which Mr. Jones, Ms. Robertson or Dr.
      Makowka is a party in connection with their appointment as a director or as
      an
      officer of our Company.





No
      transactions occurred in the last two years to which the Company was a party
      in
      which Mr. Jones, Ms. Robertson or Dr. Makowka had or is to have a direct or
      indirect material interest.


10





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




(a)
       Exhibits





2.1
            License
                Agreement31.1
            Certification
                pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002




(b)
       Reports on Form 8-K




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


11


**SIGNATURES**





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





**PROMOTIONS
                ON WHEELS HOLDINGS, INC.**Date:
                August 14, 2008
            By:
            */s/
                Rowland W. Day II*Rowland
                W. Day II,Chief
                Executive Officer


12