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
      1934For
      the quarterly period ended:  June 30, 2009Or[
       ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934Commission
      File No. 333-140378BLINDSPOT ALERT,
      INC.
              (Exact
      name of small business issuer as specified in its
  charter)Nevada
              (State
      or other jurisdiction of incorporation or organization)
            20-5150818
              (I.R.S.
      Employer Identification No.)1
      Hampshire Court, Newport Beach, California 92660
              (Address
      of Principal Executive Offices)
              
              (949)
      642-7816
              (Issuer’s
      telephone number)None
              (Former
      name, former address and former fiscal year, if changed since last
      report)




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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.


[  ]  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 [  ]     No
[X]




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 August 14, 2009Common
      Stock, $0.001 par value
            25,100,000







INDEX
            PagePART 1-FINANCIAL
      INFORMATION
            F-1Item
      1.  Financial Statements
            F-1Balance Sheets as of June 30,
      2009 (unaudited) and December 31, 2008
            F-1Statements of Operations
      (unaudited) for the three and six months ended June 30, 2009
      and  June 30, 2008 and the period from inception (July 3, 2006)
      to June 30, 2009.
            F-2Statements of Cash Flows
      (unaudited) for the six  months ended June 30, 2009 and June30,
      2008 and the period from inception (July 3, 2006) to June 30,
      2009
            F-3Statement of Stockholders Equity
      (Deficit) from inception (July 3, 2006) to June 30, 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
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
            7Item
      6.  Exhibits
            9SIGNATURES









2




PART
I - FINANCIAL INFORMATION




Item
1. Financial Statements







3




BLINDSPOT
      ALERT, Inc.Formerly
      Known as Promotions on Wheels Holdings, Inc.A
      Development Stage CompanyCONDENSED
      BALANCE SHEETS





UnauditedJune
      30,
                    
                    
                    December
      31,ASSETS
                    
                    2009
                    
                    
                    2008Current
      assets:Cash
                    
                    $
                    246,747
                    
                    
                    $
                    224,269-
                    
                    
                    
                    -Prepaid
      expense
                    
                    
                    
                    
                    
                    
                    7,137Total
      current assets
                    
                    
                    246,747
                    
                    
                    
                    231,406Property
      and EquipmentSoftware
      license and website development
                    
                    
                    540,258
                    
                    
                    
                    450,963Total
      property and equipment
                    
                    
                    540,258
                    
                    
                    
                    450,963Other
      Assets- Option to acquire
                    
                    
                    -
                    
                    
                    
                    95,000$
                    787,005
                    
                    
                    $
                    777,369LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Advance
      from shareholder
                    
                    $
                    -
                    
                    
                    $
                    1,104Accounts
      payable
                    
                    
                    125,150
                    
                    
                    
                    37,116Accrued
      expense
                    
                    
                    110
                    
                    
                    
                    56Liability
      to issue shares
                    
                    
                    428,000
                    
                    
                    
                    -Total
      current liabilities
                    
                    
                    553,260
                    
                    
                    
                    38,276Stockholders'
      equity:Preferred
      stock; $.001 par value, 5,000,000 sharesauthorized,
      4,063,336 and 3,833,335  shares issued andoutstanding
      respectively
                    
                    
                    4,063
                    
                    
                    
                    3,832Common
      stock; $.001 par value, 70,000,000 sharesauthorized,
      22,300,000  shares issued andoutstanding,
      respectively
                    
                    
                    22,300
                    
                    
                    
                    22,300Subscription
      receivable
                    
                    
                    -
                    
                    
                    
                    (200
                    )Additional
      paid in capital
                    
                    
                    1,426,738
                    
                    
                    
                    1,357,968Deficit
      accumulated during development stage
                    
                    
                    (1,219,356
                    )
                    
                    
                    (644,807
                    )Total
      stockholders' equity
                    
                    
                    233,745
                    
                    
                    
                    739,093$
                    787,005
                    
                    
                    $
                    777,369






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


4







BLINDSPOT
      ALERT, INC.Formerly
      Known as Promotions on Wheels Holdings, Inc.A
      Development Stage CompanyCONDENSED
      STATEMENTS OF OPERATIONSFor
      the three and six months ended June 30, 2009, 2008 and the
      periodfrom
      inception July 3, 2006 to June 30,
2009





July
      3, 2006Unaudited
            
            
            Unaudited
            
            
            (Date
      ofFor
      The Three Months
              Ended
      June 30
            
            
            For
      The Six Months
              Ended
      June
            
            
            inception)
              to2009
            
            
            2008
            
            
            2009
            
            
            2008
            
            
            June
      30, 2009Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            231,536Operating
      expenses:Cost
      of Operations
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,757
            
            
            
            125,030General
      and administrative expenses
            
            
            156,764
            
            
            
            61,185
            
            
            
            329,550
            
            
            
            75,231
            
            
            
            1,072,965Depreciation
      and amortization expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,478Total
      operating expenses
            
            
            156,764
            
            
            
            61,185
            
            
            
            329,550
            
            
            
            80,988
            
            
            
            1,201,473(Loss)
      from operations
            
            
            (156,764
            )
            
            
            (61,185
            )
            
            
            (329,550
            )
            
            
            (80,988
            )
            
            
            (969,937
            )Other
      income (expense):Interest
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            109Loss
      on option acquire
            
            
            -
            
            
            
            -
            
            
            
            (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
            
            
            (156,764
            )
            
            
            (61,185
            )
            
            
            (574,550
            )
            
            
            (80,225
            )
            
            
            (1,219,357
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (loss)
            
            $
            (156,764
            )
            
            $
            (61,185
            )
            
            $
            (574,550
            )
            
            $
            (80,225
            )
            
            $
            (1,219,357
            )Basic
      and diluted loss per share
            
            $
            (0.007
            )
            
            $
            (0.002
            )
            
            $
            (0.026
            )
            
            $
            (0.002
            )
            
            $
            (0.042
            )Basic
      and diluted weighted averagecommon
      shares outstanding
            
            
            22,300,000
            
            
            
            38,143,407
            
            
            
            22,300,000
            
            
            
            38,320,718
            
            
            
            29,155,820






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


5







BLINDSPOT
      ALERT, INC.Formerly
      Known as Promotions on Wheels Holdings, Inc.A
      Development Stage CompanyCONDENSED
      STATEMENTS OF CASH FLOWSFor
      the Three Months  Ended June 30, 2009, 2008 and the period
      frominception,
      July 3, 2006 to June 30, 2009





July
      3, 2006Unaudited
                
                
                (Date
      of inception)Six
      Months Ended June 30,
                
                
                to2009
                
                
                2008
                
                
                June
      30, 2009Operating
      activities:Net
      loss
                
                $
                (574,550
                )
                
                $
                (80,225
                )
                
                $
                (1,219,357
                )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Depreciation
      expense
                
                
                -
                
                
                
                -
                
                
                
                3,478Stock
      issued for services
                
                
                18,000
                
                
                
                -
                
                
                
                50,400Loss
      on option expiration
                
                
                245,000
                
                
                
                
                
                
                
                245,000Loss
      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
                
                
                
                
                
                
                1,592
                
                
                
                -Increase(decrease)
      in advance from shareholder
                
                
                (1,104
                )
                
                
                -
                
                
                
                -Increase  in
      accounts payable
                
                
                98,035
                
                
                
                16,051
                
                
                
                135,152Decrease
      in short-term borrowing
                
                
                
                
                
                
                (20,000
                )Increase  in
      advances from related parties
                
                
                
                
                
                
                66,485(Decrease)
      in lease payable
                
                
                
                
                
                
                (6,000
                )
                
                
                -Increase
      in accrued expense
                
                
                54
                
                
                
                (5,000
                )
                
                
                110Net
      cash (used in) operating activities
                
                
                (207,228
                )
                
                
                (21,881
                )
                
                
                (780,001
                )Investing
      activities:Purchase
      of long term assets- net
                
                
                (89,295
                )
                
                
                (310,688
                )
                
                
                (548,952
                )Increase(decrease)
      investment in option to acquire
                
                
                (150,000
                )
                
                
                
                
                
                
                (245,000
                )Advance
      to/from shareholder
                
                
                
                
                
                
                -Net
      cash (used in) investing activities
                
                
                (239,295
                )
                
                
                (310,688
                )
                
                
                (793,952
                )Financing
      activities:Proceeds
      from borrowing
                
                
                -
                
                
                
                -
                
                
                
                20,000Proceeds
      from sale of equipment
                
                
                -
                
                
                
                5,026
                
                
                
                5,026Proceeds
      from cancellation of advance from shareholder
                
                
                -
                
                
                
                -
                
                
                
                25,000Proceeds
      from stock sales
                
                
                469,001
                
                
                
                641,900
                
                
                
                1,770,674Net
      cash provided by financing activities
                
                
                469,001
                
                
                
                646,926
                
                
                
                1,820,700Net
      changes in cash
                
                
                22,478
                
                
                
                314,357
                
                
                
                246,747Cash,
      beginning of period
                
                
                224,269
                
                
                
                314
                
                
                
                -Cash,
      end of period
                
                $
                246,747
                
                
                $
                314,671
                
                
                $
                246,747Non
      Cash Investing and Financing Activities:Issuance
      of common stock for services
                
                $
                28,000
                
                
                $
                -
                
                
                $
                32,400Common
      stock issued for equipment
                
                $
                -
                
                
                $
                -
                
                
                $
                9,800






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


6





BLINDSPOT
      ALERT, INC.Formerly
      Known as Promotions on Wheels Holdings, Inc.A
      Development Stage CompanyCONDENSED
      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)For
      the period from July 3, 2006 (inception) through June 30,
    2009





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 at $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
              
              
              
              
              
              
              
              200,000Issuance
      of common stock for cash
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -May
      1, 2008 six issuances at $0.001
              
              
              
              
              
              
              
              
              
              
              2,525,000
              
              
              
              2,525
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              2,525June
      30, 2008 two issuances at $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
              
              
              
              
              
              
              
              
              
              
              
              200Net
      loss for the period ended March 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (417,785
              )
              
              
              (417,785
              )Balances  March
      31, 2009
              
              
              3,833,335
              
              
              $
              3,832
              
              
              
              22,300,000
              
              
              $
              22,300
              
              
              $
              -
              
              
              $
              1,357,968
              
              
              $
              (1,062,592
              )
              
              $
              321,508Subscription
      receivable paid
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              -Issuance
      of preferred stock for cashMay
      8, 2009 one issuance at $0.001
              
              
              133,334
              
              
              
              134
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              39,867
              
              
              
              
              
              
              
              40,001May
      11, 2009 one issuance at $0.001
              
              
              56,667
              
              
              
              57
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              16,943
              
              
              
              
              
              
              
              17,000June
      4, 2009 four issuances at $0.001
              
              
              40,000
              
              
              
              40
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              11,960
              
              
              
              
              
              
              
              12,000-Net
      loss for the period ended June 30, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (156,764
              )
              
              
              (156,764
              )Balances  June
      30, 2009
              
              
              4,063,336
              
              
              $
              4,063
              
              
              
              22,300,000
              
              
              $
              22,300
              
              
              $
              -
              
              
              $
              1,426,738
              
              
              $
              (1,219,356
              )
              
              $
              233,745








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





7


BLINDSPOT
ALERT, INC.
 Formerly Known as Promotions on Wheels
Holdings, Inc.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 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 June 30, 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 and for the six months ended June 30, 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 $1,219,357 from the
period of July 3, 2006 (Inception) through June 30, 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 June 30, 2009:





Software
      Licensing*
            
            
            $
            300,000Web
      Site Development
            
            
            
            240,258Total
            
            $
            540,258





*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 paid a one time fee of
$300,000 for this license.  We also committed to paying a 35% royalty
on any net licensing revenue collected by us.


8


BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2009





On July
2, 2009 the Companyclosed on an asset
acquisition agreement with WQN, Inc. Under the agreement we acquired all of the
technology known as The Websafety Technology and Software for approximately
27,000,000 shares of our common stock. Consequently, the Company no longer has
any royalty commitments to WQN under the June 30, 2008 license agreement (see
Note 10. “Subsequent Events”).





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. Concurrent with this acquisition’s  cancellation of
35,500,000 shares of previously issued common stock was completed pursuant to
the terms of the share acquisition agreement. At June 30, 2009 Texas Atlantic
owns 61.88% 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 June 30, 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 six month period ended June 30, 2009 we had the following preferred stock
issuances.





Preferred
      Stock-All issuance were for cash at $.30 per shareDate
            Number
      of Shares
            ValueMay
      2009
            190,001
            $57,001June
      2009
            40,000
            $12,000Total
      Preferred Issuances
            230,001
            $69,001





In
addition to the preferred stock issued above, during the six month period ended
June 30, 2009 we also recorded $350,000 of common stock cash receipts and
$50,000 of preferred stock cash receipts that at June 30, 2009 had not been
issued.  These receipts are recorded as a current liability at June
30, 2009 and will be issued in the third quarter of 2009.  Also, in
the six month period ended June 30, 2009 we committed to issue $28,000
(2,800,000 shares) of common stock for services.  These shares were
issued on July 9, 2009.





9


BLINDSPOT
ALERT, INC.
 Formerly Known as Promotions on Wheels
Holdings, Inc.
 (A
Development Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2009


Note
8. Related party transactions





In the
aggregate, during the six month period ended June 30, 2009, the Company paid to
related parties $179,348 for consulting, legal and marketing services as
reflected below.





Paid
      To
            Consulting
            Legal
      Services
            MarketingTexas
      Atlantic Capital Partners LLC
            $65,000Rowland
      W. Day II
            $18,000
            $66,348Robertson
      Schwartz Agency
            
            
            $30,000





Texas
Atlantic Capital Partners LLC (TA) and Rowland W. Day II and Rusty Robertson are
affiliates in that TA is a more than 10% shareholder in the Company, Mr. Day is
our CEO and a director; and Rusty
Robertson is a directorand a principal in Robertson Schwartz
Agency.





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.





On July
2, 2009 the Company entered into an asset purchase agreement with WQN, Inc. (see
Note 10. “Subsequent Events”). E. Denton Jones, who is also a director of the
Company, beneficially owns 335,000 shares of common stock in WQN, Inc. Also, in
connection with the transactions contemplated by the Purchase Agreement, B.
Michael Adler entered into an employment agreement with the Company to serve as
the Company’s Chairman of the Board of Directors. Mr. Adler still serves as the
Chief Executive Officer of WQN, Inc. In addition the Company appointed David W.
Sasnett, a director of WQN, Inc, as a director; and hired John Williams, Chief
Financial Officer of the WQN, Inc., as the Treasurer and Chief Financial
Officer. Neither Mr. Sasnett nor Mr. Williams has resigned from their positions
with WQN, Inc.





Note
9. Facilities





The
Company’s corporate headquarters are presently located  in Newport
Beach, California and the Company has opened an office in Dallas,
Texas.





Note
10. Subsequent Events




Subsequent
events were evaluated through August 14, 2009, the date the financial statements
were issued




Zig
Ziglar Marketing Agreement




On
July2, 2009, the Company entered into an agreement with Ziglar, Inc. effective
July 2, 2009. Ziglar, Inc. and its principal, Zig Ziglar will provide training
and marketing of the company's products and services.The
Company also issued 1,000,000 shares, $.001 par value common stock  to
the Ziglar Family Trust in connection with the letter agreement dated July 2,
2009; and services they have supplied and will
supply.




Websafety  Asset
Purchase




On July
1, 2009 the Company entered into an asset purchase agreement  with
WQN, Inc, whose common stock trades on the pink sheets under the symbol WQNI,
pursuant to which WQN, Inc. agreed to sell all of it's intellectual property,
products, services, assets and general intangibles related to the software
program "Websafety" (the "Assets"). As consideration for acquiring these assets,
the Company agreed to pay WQN, Inc. 27,000,000 shares of the Company’s common
stock. Based on the last bid price for a share of Blindspot's common stock on
July 1, 2009, the value of the 27,000,000 share is $2,700,000




10


BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2009







On July
2, 2009, the Company and WQN, Inc. closed on the transactions contemplated by
the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the
Company acquired all of  WQN, Inc’s rights, title and interest in the
Assets. In consideration for the Assets the Company agreed that at closing it
would issue to WQN, Inc., 27,000,000 shares of the Company's unregistered common
stock (the "Shares"), representing approximately 45% of the outstanding shares
of common stock in Blindspot after consummation of the transaction. The
transactions contemplated by the Purchase Agreement were closed on July 2, 2009,
and the closing of the transactions were conditioned upon the approval of the
board of directors of Blindspot.




As
a result of July 2, 2009 Websafety asset purchase, the Company anticipates
writing-off in the third quarter of 2009 the $300,000 software licensing asset
listed in “Note 4. Property and Equipment”.




Note
11. Newly issued pronouncements





In June
2009, the FASB issued Statement No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”, to formally establish the FASB
Accounting Standards Codification as the single source of authoritative,
nongovernmental U.S. GAAP, in addition to guidance issued by the SEC. On the
effective date, the Codification will supersede existing non-SEC accounting and
reporting standards. All other nongrandfathered non-SEC accounting literature
not included in the Codification becomes nonauthoritative. Therefore, from the
effective date of the Codification, there will no longer be levels of
authoritative GAAP, rather there will only be authoritative and nonauthoritative
GAAP. All content within the Codification carries the same level of authority.
The Statement makes the Codification effective for interim and annual periods
ending after September 15, 2009.  The Company does not expect the
impact of SFAS No. 168 to have a material effect on its consolidated financial
statements.





In May 2009, the FASB issued Statement of Financial Accounting Standards
No. 165, “Subsequent Events” (“FAS 165”). FAS 165 established general standards
of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued.FAS 165
will be effective in the second quarter of fiscal 2009. The adoption of FAS 165
did not have a material effect on our financial position, cash flows, or results
of operations.





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
had a 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.


11


BLINDSPOT
ALERT, INC.


Formerly Known as Promotions on Wheels
Holdings, Inc.


(A
Development Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS
 June
30, 2009








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 does not
expect this to have a material impact on its 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 has
adopted 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 has adopted 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.




12






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. We acquired this license from WQN,
Inc.





On July
2, 2009 the Company closed on an asset acquisition agreement with WQN, Inc.
Under the agreement we acquired all of the technology known as The Websafety
Technology and Software for approximately 27,000,000 shares of our common stock.
Consequently, the Company no longer has any royalty commitments to WQN under the
June 30, 2008 license agreement (see Note 10. “Subsequent Events”).





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 June 30, 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 June 30, 2009 we raised $378,000 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 June 30, 2009 we raised $1,667,800
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.


13








Results
of Operations





Three
month period ended June 30, 2009 compared to June 30, 2008





No
revenues were recorded during the three months ended June 30, 2009 and 2008. For
the quarter ended June 30, 2009 we sustained a net operating loss of $156,764
compared to a net operating loss of $61,185 for the quarter ended June 30,
2008.





General
and administrative costs totaled $156,764 for the quarter ended June 30, 2009 as
compared to $61,185 for the same quarter in 2008 reflecting increased
disbursements in 2009 for marketing, legal, professional and other costs
relating to the implementation of the operating plan.





We intend
to become fully operational in late 2009.





Six
month period ended June 30, 2009 compared to June 30, 2008





No
revenues were recorded during the six months ended June 30, 2009 and 2008. For
the six months ended June 30, 2009 we sustained a net operating loss of
$574,550, including the one time charge of $245,000 for option expiration as
compared to a loss of $80,225 for the same six-month period ended June 30, 2008.
From inception in July 2006 through June 2009, the Company has generated a total
of $1,219,357 in net operating losses.





General
and administrative costs totaled $574,550 for the six months ended June 30, 2009
including the one time charge of $245,000 for an option expiration as compared
to $80,225 for the same period 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
June 30, 2009 the Company had raised $1,667,800 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.





14


ITEM
4. CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures




Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Form 10-Q. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act)), as of the end of such period, are effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.




There
have been no significant changes in our internal controls over financial
reporting during the second quarter ended June 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.




This
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Quarterly Report.




Management
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act. Those rules define internal control over
financial reporting as a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures
that:




• Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
company;




• Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and the receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the Company; and




• Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisitions, use or disposition of the company's assets that could have a
material effect on the financial statements.




Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




Management
assessed the effectiveness of our internal control over financial reporting as
of June 30, 2009. In making this assessment, our management used the criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).




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.






15




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.





THE
COMPANY’S RELIANCE ON THE CAPABILITIES OF THE CYBERSAFETY/WEBSAFETY
SOFTWARE





The
Company is heavily dependent upon the capabilities of the CYBERSAFETY/WEBSAFETY
SOFTWARE (see Note 10. “Subsequent Events” Websafety Asset Purchase) and its
ability 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 well as any inability 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.


16








CHALLENGES FROM
COMPETITION





Although
the Company is unaware of an available product that contains all the
characteristics, features and capabilities of the WEBSAFETY 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 WEBSAFETY
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




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.




OVER
61.88 % 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 13,800,000
shares, which represents approximately 54.9% of our 25,100,000 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.





17


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,
and our 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




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






18


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:  August
      14, 2009
              By:
              /s/ Rowland W. Day
      IIRowland
      W. Day II,Principal
      Executive Officer


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