UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No. 1




(Mark
One)




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




For the
fiscal year ended:  December 31,
2008




Or




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




Commission
File No. 333-140378




WEBSAFETY,
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)




Blindspot
Alert, Inc.


2204
Timber Rose Drive, Las Vegas, Nevada 89134


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





Securities
registered under Section 12(b) of the Exchange Act:


None





Securities
registered under Section 12(g) of the Exchange Act:


Common
stock $.001 par value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


.   Yes
 ̈ No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.


Yes  ̈ No x


Indicate
by check mark whether issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





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


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





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
issuer's revenues for its most recent fiscal year: $0





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates (affiliates being, for these purposes only, directors, executive
officers and holders of more than 5% of the registrant’s common
stock):  0 based on 4,550,000 non-affiliate shares outstanding at
$0.00 per share.  No bid price was quoted during the most recently
completed second fiscal quarter.





The
number of shares the registrant's of common stock, $0.001 par value per share,
outstanding as of March 31, 2009 was 22,300,000





Documents
incorporated by reference: none








Explanation
For Amendment to Form 10-K





The
Company is amending its from 10-K to reissue its audited financials statements
for the years ended December 31, 2008 and 2007 to include the opinions of EFP
Rotenberg, LLP, a registered independent public accounting firm. The previously
issued financial statements were audited by Moore and Associates whose
registration was revoked in August, 2009.





Additionally,
the financial statements for the years ended December 31, 2008 and 2007 have
been restated for matters related to the following previously reported item: The
Company consummated a business combination with Texas Atlantic Capital Partners,
LLC (‘Texas Atlantic”) which has been accounted for under the purchase method of
accounting followed by a recapitalization of the company. The business
combination resulted in the cancellation of 35,500,000 shares of common stock
which has been retroactively presented in the statement of stockholders
equity.  It has been recorded as if the transaction with Texas
Atlantic had occurred as of the earliest period presented which is July 3, 2006
(date of inception) after giving effect to the 13,200,000 shares that were
issued to Texas Atlantic in conjunction with the business combination. The
recapitalization resulted in no change to total assets, Liabilities or
stockholders’ equity.





In
addition, interest expense for the year ended December 31, 2008 was increased to
$5,022 from $22 via a reclassification from general and administrative
expenses.  Also, the date of inception numbers had been previously
reported in error through December 31, 2007.  The statement of
operations and the statement of cash flows have been updated to include the
amounts from inception through December 31, 2008.


The
financial statements for the periods ended December 31, 2008 have been restated
to reflect the corrections in accordance with SFAS No. 154, "Accounting Change
and Error Correction".





The
footnotes to the financial statements have been revised to include the
disclosure of material events occurring subsequent the financial
statements.


2





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 Websafety, Inc. fka
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 Securities Exchange Act of 1934, as
amended, (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as
amended. Such forward-looking statements, including, without limitation, those
relating to the future business prospects, revenues and income of Websafety,
Inc. fka Blindspot Alert, Inc., wherever they occur, are necessarily estimates
reflecting the best judgment of the senior management of Websafety, Inc. fka
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.




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




•           general
economic conditions;




•           the
effectiveness of our planned advertising, marketing and promotional
campaigns;




•           anticipated
trends and conditions in the industry in which we operate, including regulatory
changes;




•           our
future capital needs and our ability to obtain financing; and




•           other
risks and uncertainties as may be detailed from time to time in our public
announcements and filings with the Securities and Exchange Commission
(“SEC”).




Although
we believe that our expectations are reasonable, we cannot assure you that our
expectations will prove to be correct. Should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described in this report as
anticipated, believed, estimated, expected or intended.




Except to
the extent required by law, 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 us 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.


3


TABLE
OF CONTENTS





PAGEPART IItem
      1:     Business
                      5Item
      1A:  Risk Factors
                      6Item
      1B:  Unresolved Staff Comments
                      8Item
      2:     Properties
                      8Item
      3:     Legal Proceedings
                      8Item
      4:     Submission of Matters to a Vote of
      Security Holder
                      8PART IIItem
      5:     Market for Registrant’s Common Equity.
      Related Stockholder Matters and Issuer  Purchases  of
      Equity
                      9Item
      6:     Selected Financial Data
                      9Item
      7.     Management’s Discussion and Analysis of
      Financial Condition and Results of  Operation
                      9Item
      7A:  Quantitative and Qualitative Disclosures about Market
      Risk
                      12Item
      8:      Financial Statements and
      Supplementary Data
                      12Item
      9.      Changes in and Disagreements with
      Accountants on Accounting and
    Financial  Disclosures
                      13Item
      9A(T)  Controls and Procedures
                      13Item
      9B     Other Information
                      14Part IIIItem
      10:     Directors, Executive Officers and
      Corporate Governance
                      14Item
      11.     Executive Compensation
                      15Item
      12:     Item 12.    Security
      Ownership of Certain Beneficial Owners and Management and
      Related  Stockholder Matters
                      15Item
      13:     Certain Relationships and Related
      Transactions, and Director Independence
                      16Item
      14:     Principal Accounting Fees and
      Services
                      17Part IVItem
      15:     Exhibits, Financial Statement
      Schedules
                      18Exhibit
      31.1Exhibit
      31.2Exhibit
      32.1Exhibit
      32.2




4





PART
I





ITEM
1.  BUSINESS





Business
Development





We were
incorporated on July 3, 2006 in the State of Nevada under the name Promotions on
Wheels Holdings, Inc.  We changed our name to Blindspot Alert, Inc. on
December 12, 2008 and to Websafety, Inc. in July, 2009.  The Company
was originally a developmental stage company with a principal business objective
of offering live promotions and marketing events utilizing unique custom built
mobile displays.  On July 21, 2008, we discontinued that
business.





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 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 has attracted a team of experienced,
professional marketing personnel to market the 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.





Business
of Issuer





We are a
development stage company that has not significantly commenced its planned
principal operations.  Our operations to date have been devoted
primarily to startup and development activities, which include the
following:





1.      Development
of the business plan;


2.      Research
on child safety software products and potential markets;


3.      Coordination
with the licensor on the development of the software products;


4.      Formulate
a marketing plan and marketing campaign in an effort to introduce our products
to the market;


5.      Create
websites for the Company and products;


6.      Identify
appropriate distribution channels utilizing independent sales
representatives.





We are
attempting to become operational.  In order to generate revenue we
must address the following areas:





1.      Complete
the development of our software products: We continue to work with the licensor
and its software programmers to complete the software products and provide for
the downloading of the software products from our website.


2.      Develop
and implement a Marketing Plan: In order to penetrate our targeted markets, we
will use a multi-faceted marketing plan that includes high-end websites and
target specific marketing campaigns that are directed to specific groups whose
members will benefit from the software.


3.      Creation
of our website:  We have secured a website domain located at
www.blindspotalert.com.  The website is currently under construction
and upon securing additional funding, we will complete and enhance the
website.





Since our
inception on July 3, 2006, we have not generated any significant revenues and
have incurred a cumulative net loss of $644,807.  We believe that we
must raise additional capital of at least $1,000,000 through the sale of equity
for us to become operational and sustain operations through the next twelve (12)
months.  The capital raise has been budgeted to establish our
infrastructure and marketing and sales campaign.  We believe that the
recurring revenues from sales of software products eventually will be sufficient
to support ongoing operations.  There can be no assurance that the
actual expenses incurred will not materially exceed our estimates or that cash
flow from sales will be adequate to maintain our business.  As a
result, our independent auditors have expressed substantial doubt about our
ability to continue as a going concern in the independent auditor’s report to
the financial statements included in this report.


5





We
currently have three executive officers and three directors.  These
individuals allocate time on a part-time basis.  We have one
employee.





ITEM
1A.  RISK
FACTORS





The
Company was organized during 2006, is at an early stage of operation and has no
substantial revenue.  The Company has recently ceased its operations
in order to devote its full resources toward marketing, selling and distributing
the CYBERSAFETY software products.  The earliest date the Company
anticipates receiving revenue from sales of the CYBERSAFETY software is during
the second half of 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 SOFTWARE AND THE
LICENSOR, WQN, INC.





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





COMPANY’S
RELIANCE UPON EXECUTIVES AND CONSULTANTS





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


6





CHALLENGES
FROM COMPETITION





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





RISKS
RELATED TO OUR COMMON STOCK





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





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





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





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





OVER
51% 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
April 6, 2009, Texas Atlantic Capital Partners, LLC (“Texas Atlantic”), a
limited liability company whose managing member is a director of the Company,
directly owns 14,000,000 shares, which represents approximately 51% of our
27,091,669 shares of outstanding capital stock on a fully diluted
basis.  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.


7





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





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





WE
WILL NEED ADDITIONAL FINANCING.





We will
need additional financing to maintain and expand the 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 a war
in 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
1B.  UNRESOLVED
STAFF COMMENTS





On
September 29, 2009, we received comments from the SEC on our Form 10-K for the
year ended December 31, 2008. We responded to all of the comments on November
20, 2009.





ITEM
2.  DESCRIPTION OF
PROPERTY





We
currently use the office of our CEO.  Our CEO provides the office
space free of charge.  We believe that this space is currently
adequate.  When we become operational we may need additional space to
serve our customers.





ITEM
3.  LEGAL
PROCEEDINGS





On August
25, 2009, the Company terminated its President Clifton Jolley for
cause.  In late October 2009, the Company and Mr. Jolley agreed to go
to arbitration which the Company believes should occur by the end of the First
Quarter of 2010.





ITEM
4.  SUBMISSION OF
MATTERS TO A VOTE FOR SECURITY HOLDERS





Not
applicable.


8





PART
II





ITEM 5.
            MARKET FOR REGISTRANT’S COMMON
      EQUITY.  RELATED STOCKHOLDERS MATTERS AND ISSUERPURCHASE OF
      EQUITY SECURITIES





Market
Information





Our
common stock is quoted on the OTCBB under the symbol “BSAL”.  The
following table shows the high and low bid prices of our common stock, as quoted
on the OTCBB, by quarter during our last fiscal year when trading
began.  These quotes reflect inter-dealer prices, without retail
markup, markdown or commissions and may not represent actual
transactions.  The information below was obtained from the OTCBB, for
the respective periods.





Year
      Ending December 31, 2009
                  
                  High
                  
                  
                  Low1st
      Quarter (through April 6, 2009)
                  
                  $
                  1.60
                  
                  
                  $
                  0.55Year
      Ended December 31, 200811st
      Quarter
                  
                  $
                  0.00
                  
                  
                  $
                  0.002nd
      Quarter
                  
                  
                  0.00
                  
                  
                  
                  0.003rd
      Quarter
                  
                  
                  0.35
                  
                  
                  
                  0.154th
      Quarter
                  
                  
                  0.55
                  
                  
                  
                  0.50





1  Over-the-counter market quotations may reflect inter-dealer
prices, without retail mark-up, mark-downs or commissions
and      may not necessarily represent actual
transactions.





Holders





As of
April 6, 2009, there were approximately 20 holders of record of our common
stock.  This number does not include beneficial owners of common stock
whose shares are held in the names of various dealers, clearing agencies, banks,
brokers and other fiduciaries.





Dividends





We have
never declared or paid any dividends.  We anticipate, as our board of
directors deems appropriate, that we will continue to retain all earnings for
use in our business.





Securities
Authorized For Issuance Under Equity Compensation Plans





None.





Item
6.  SELECTED
FINANCIAL DATA





We are a
smaller reporting company as defined in 17 CFR229.10(f)(I) and are not required
to provide information required by this item, per Item 301 of Regulation S-K (17
CFR 229.201)





ITEM 7.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OFOPERATIONS





Plan
of Operations





Websafety,
Inc. fka Blindspot Alert, Inc. (the Company), a development stage company,
formerly known as Promotions on Wheels Holdings, Inc. has, beginning in April
2008, commenced a corporate redirection 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 through
the use of GPS technology. In June 2008 the Company acquired for $300,000 a
worldwide 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.


9





Management
believes that the licensed 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.





We intend
to begin commercial operations in the second half of 2009.  We also
intend to market the products and services by developing relationships with
“trusted” sources consisting of 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 intend to begin selling this proprietary software in
2009.  The option expired on April 1, 2009.  We are
currently negotiating an extension of the option.  Due diligence
efforts are currently being conducted.





In 2008,
we raised $1,170,800 in new equity funding through the sale of common and
preferred stock, the proceeds of which are being used to implement our plan of
operations. As of year-end 2008, we had invested $150,963 in website
development, this in the furtherance of our marketing efforts and in addition to
the $300,000 spent to secure the licensing noted above.





Results
of Operations





For the
year ended 2008 we sustained a net operating loss of $437,656 as compared to a
loss of $188,094 for the same twelve month period ended December 31, 2007. In
2007 we had revenues of $201,536 contrasted to 2008 in which we had no revenue.
From inception in July 2006, the Company has generated a total of $644,807 in
net operating losses.





The table
below highlights on a line item basis the significant elements of expense during
the two periods that constituted the preponderance of expense
incurred.





Year
      Ended December 31,
                    
                    
                    Difference
      OverExpense
      Category
                    
                    2008
                    
                    
                    2007
                    
                    
                    (Under)
      2007Cost
      of Operations
                    
                    $
                    5,757
                    
                    
                    $
                    110,956
                    
                    
                    $
                    (105,199
                    )General
      and AdministrativePayroll
                    
                    
                    32,400
                    
                    
                    
                    -
                    
                    
                    
                    32,400Insurance
      D&O
                    
                    
                    13,500
                    
                    
                    
                    -
                    
                    
                    
                    13,500Accounting
                    
                    
                    34,125
                    
                    
                    
                    11,200
                    
                    
                    
                    22,925Consulting
                    
                    
                    87,500
                    
                    
                    
                    133,002Legal
                    
                    
                    121,202
                    
                    
                    
                    5,500
                    
                    
                    
                    -11,800Marketing
                    
                    
                    89,093
                    
                    
                    
                    -
                    
                    
                    
                    83,593Travel
                    
                    
                    46,484
                    
                    
                    
                    -
                    
                    
                    
                    46,484Other
      Professional
                    
                    
                    -
                    
                    
                    
                    12,537
                    
                    
                    
                    -12,537Other
                    
                    
                    -
                    
                    
                    
                    110,956
                    
                    
                    
                    110,956Totals
                    
                    $
                    427,661
                    
                    
                    $
                    273,195
                    
                    
                    $
                    151,109




In 2008
as opposed to 2007 the Company initiated and completed an initial round of
financing which resulted in a significant increase in accounting and legal costs
as compared to 2007. The balance of the increased costs noted in 2008 in
contrast to 2007 related to pre launch consulting, marketing and
travel.  Corporate operational activities in 2008 have increased
substantially over prior periods.  We intend to become fully
operational in the second half of 2009 which would result in revenue generation
and an expansion of marketing and administrative activities.


10





Liquidity





As noted
previously, through December 31, 2008 we raised $1,170,800 in new equity. To
support planned operations through 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.





Recent
Accounting Pronouncements





On
November 5, 2007, the SEC issued FASB ASC 815-10-S99-1(Prior authoritative
literature: SAB No. 109, Written Loan Commitments Recorded at Fair Value Through
Earnings).  ASC 815-10-S99-1 provides guidance on the accounting for
written loan commitments recorded at fair value under generally accepted
accounting principles. Specifically, the ASC 815-10-S99-1 revises the Staff’s
views on incorporating expected net future cash flows related to loan servicing
activities in the fair value measurement of a written loan commitment. ASC
815-10-S99-1, which supersedes SAB 105, Application of Accounting Principles to
Loan Commitments, requires the expected net future cash flows related to the
associated servicing of the loan be included in the measurement of all written
loan commitments that are accounted for at fair value through
earnings.  ASC 815-10-S99-1 is effective in fiscal quarters beginning
after December 15, 2007.  The adoption of ASC 815-10-S99-1 did not
have a material impact on our financial statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued ASC
805(Prior authoritative literature: SFAS No. 141(R), Business Combinations,
which replaces SFAS No. 141). ASC 805 establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquiree and the goodwill acquired. The statement also
establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination. ASC 805 is effective
for calendar year companies on January 1, 2009.  We do not anticipate
that the adoption of ASC 805 will have a material effect on accounting for
business combinations once adopted, but the effect is dependent upon
acquisitions at that time.





In March
2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities, and
amendment of SFAS No. 133). This statement will require additional disclosures
about how and why we use derivative financial instruments, how derivative
instruments and related hedged items are accounted for under ASC 815(Prior
authoritative literature: SFAS No. 133, “Accounting for Derivative Instruments
and Hedging Activities”, as amended and interpreted), and how derivative
instruments and related hedged items affect our financial position, results of
operations, and cash flows. ASC 815-10 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008;
however early adoption is encouraged, as are comparative disclosures for earlier
periods. We do not believe that the adoption of ASC 815-10 will have a material
impact on our financial statements.





In April
2008, the FASB issued ASC 350-30(Prior authoritative literature: FASB Staff
Position No. 142-3, Determination of the Useful Life of Intangible Assets). ASC
350-30 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under ASC 350(Prior authoritative literature: SFAS No. 142,
“Goodwill and Other Intangible Assets”) and also requires expanded disclosure
related to the determination of intangible asset useful lives. ASC 350-30 is
effective for fiscal years beginning after December 15, 2008. Early adoption is
prohibited. We do not believe the adoption of ASC 350-30 will have a material
impact on our financial statements.





In May
2008, the FASB issued ASC 470(Prior authoritative literature: FSP APB 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion). ASC 470 requires issuers of convertible debt instruments that may
be settled in cash upon conversion to account separately for the liability and
equity components in a manner that will reflect the entity’s nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. ASC 470
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. We do not
anticipate that the adoption of ASC 470 will have a material effect on our
results of operations or financial position.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC
944 interprets Statement 60 and amends existing accounting pronouncements to
clarify their application to the financial guarantee insurance contracts
included within the scope of that Statement.  FASB ASC 944 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years. ASC 944
has no effect on the Company’s financial position, statements of operations, or
cash flows at this time.


11





In May
2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB
No. FAS 165, “Subsequent Events”). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
FASB ASC 855-10 did not have a material effect on the financial position, cash
flows, or results of operations.





In June
2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No.
FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162).FASB ASC 105-10
replaces SFAS 162 and establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP.  FASB ASC
105-10 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.  As such, the Company is
required to adopt this standard in the current period.  Adoption of
FASB ASC 105-10 did not have a significant effect on the Company’s consolidated
financial statements.




ITEM
7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





At
December 31, 2008, we have invested our cash in money market accounts and
marketable securities. We consider any liquid investment with an original
maturity of three months or less when purchased to be cash equivalents. We
adhere to an investment policy which requires that all investments be investment
grade quality and no more than ten percent of our portfolio may be invested in
any one security or with one institution.





ITEM
8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





CONTENTS





PAGEReport
      of Independent Registered Public Accounting Firm
                F-1FINANCIAL
      STATEMENTSBalance
      Sheets As Of December 31, 2008 and 2007
                F-2Statements
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period
                  Since
      inception (July 3, 2006) through December 31, 2008
                F-3Statements
      of Stockholders’ Equity (Deficit) for the period of inception (July 3,
      2006) through December 31, 2008
                F-4Statements
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period
                  Since
      inception (July 3, 2006) through December 31, 2008
                F-5




12


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Websafety,
Inc. fka Blindspot Alert, Inc.





We have
audited the accompanying balance sheets of Websafety, Inc. fka Blindspot Alert,
Inc. as of December 31, 2008 and 2007, and the related statements of
operations, change in stockholders’ equity (deficit), and cash flows for the
years then ended and for the period since inception (July 3, 2006) through
December 31, 2008.  Websafety, Inc. fka Blindspot Alert, Inc.’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Websafety, Inc.fka Blindspot Alert,
Inc. as of December 31, 2008 and 2007, and the results of its operations and its
cash flows for the years then ended and for the period since inception (July 3,
2006) through December 31, 2008in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has an accumulated deficit of $644,807, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/ EFP
Rotenberg, LLP





EFP
Rotenberg, LLP


Rochester,
New York


November
20, 2009


F-1




WEBSAFETY,
INC..


Formerly
Known as Blindspot Alert, Inc.


A
Development Stage Company


BALANCE
SHEETS




Restated
                    December 31,2008
                  
                  
                  2007ASSETSCurrent
      assets:Cash
                  
                  $
                  224,269
                  
                  
                  $
                  314Advance
      to shareholder
                  
                  
                  -
                  
                  
                  
                  1,592Prepaid
      expense
                  
                  
                  7,137
                  
                  
                  
                  -Total
      current assets
                  
                  
                  231,406
                  
                  
                  
                  1,906Property
      and EquipmentSoftware
      license and website development
                  
                  
                  450,963
                  
                  
                  
                  -Other
      property and equipment
                  
                  
                  -
                  
                  
                  
                  10,243Total
      property and equipment
                  
                  
                  450,963
                  
                  
                  
                  10,243Other
      Assets- Option to acquire
                  
                  
                  95,000
                  
                  
                  
                  -$
                  777,369
                  
                  
                  $
                  12,149LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Advance
      from shareholder
                  
                  $
                  1,104
                  
                  
                  $
                  20,000Accounts
      payable
                  
                  
                  37,116
                  
                  
                  
                  -Accrued
      expense
                  
                  
                  56
                  
                  
                  
                  5,000Lease
      payable
                  
                  
                  -
                  
                  
                  
                  6,000Total
      current liabilities
                  
                  
                  38,276
                  
                  
                  
                  31,000Stockholders'
      equityPreferred
      stock; $.001 par value, 25,000,000 shares authorized, 3,833,335 and zero
      shares issued and outstanding respectively
                  
                  
                  3,832
                  
                  
                  
                  -Common
      stock; $.001 par value, 300,000,000 shares authorized, 22,300,000 and
      14,700,000 shares issued and outstanding, respectively
                  
                  
                  22,300
                  
                  
                  
                  14,700Subscription
      receivable
                  
                  
                  (200
                  )
                  
                  
                  -Additional
      paid in capital
                  
                  
                  1,357,968
                  
                  
                  
                  173,600Deficit
      accumulated during development stage
                  
                  
                  (644,807
                  )
                  
                  
                  (207,151
                  )Total
      stockholders' equity
                  
                  
                  739,093
                  
                  
                  
                  (18,851
                  )$
                  777,369
                  
                  
                  $
                  12,149





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


F-2


WEBSAFETY,
INC.


Formerly
Known as Blindspot Alert, Inc.


A
Development Stage Company


STATEMENTS
OF OPERATIONS


For
the years ended December 31, 2008, 2007 and the period


from
inception July 3, 2006 to December 31, 2008





Restated
                          Years Ended December 31,
                        
                        
                        Restated
                          July 3, 2006
                          (Date of inception)
                          to2008
                        
                        
                        2007
                        
                        
                        December 31, 2008Revenue
                        
                        $
                        -
                        
                        
                        $
                        201,536
                        
                        
                        $
                        231,536Operating
      expenses:Cost
      of Operations
                        
                        
                        5,757
                        
                        
                        
                        110,956
                        
                        
                        
                        125,030General
      and administrative expenses (including fees paid to related parties per
      note 8)
                        
                        
                        427,661
                        
                        
                        
                        273,195
                        
                        
                        
                        738,416Depreciation
      and amortization expense
                        
                        
                        -
                        
                        
                        
                        2,597
                        
                        
                        
                        3,478Total
      operating expenses
                        
                        
                        438,418
                        
                        
                        
                        386,748
                        
                        
                        
                        871,924(Loss)
      from operations
                        
                        
                        (438,418
                        )
                        
                        
                        (185,212
                        )
                        
                        
                        (640,388
                        )Other
      income (expenses):Interest
      income
                        
                        
                        -
                        
                        
                        
                        100
                        
                        
                        
                        109Loss
      on sale of equipment
                        
                        
                        (5,216
                        )
                        
                        
                        -
                        
                        
                        
                        (5,216
                        )Other
      income
                        
                        
                        6,000
                        
                        
                        
                        -
                        
                        
                        
                        6,000Interest
      expense
                        
                        
                        (5,022
                        )
                        
                        
                        (2,982
                        )
                        
                        
                        (10,312
                        )Total
      other income (expenses)
                        
                        
                        762
                        
                        
                        
                        (2,882
                        )
                        
                        
                        (4,419
                        )(Loss)
      before provision for income taxes
                        
                        
                        (437,656
                        )
                        
                        
                        (188,094
                        )
                        
                        
                        (644,807
                        )Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        -Net
      (loss)
                        
                        $
                        (437,656
                        )
                        
                        $
                        (188,094
                        )
                        
                        $
                        (644,807
                        )Basic
      and diluted loss per common share
                        
                        $
                        (0.024
                        )
                        
                        $
                        (0.013
                        )
                        
                        $
                        (0.040
                        )Basic
      and diluted weighted average common shares outstanding
                        
                        
                        18,483,333
                        
                        
                        
                        14,700,000
                        
                        
                        
                        16,213,333





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


F-3


WEBSAFETY,
INC.


Formerly
Known as Blindspot Alert, Inc.


A
Development Stage Company


CONDENSED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


For
the years ended December 31, 2008, 2007 and the period


from
inception July 3, 2006 to December 31, 2008





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)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,700,000
                    
                    
                    
                    14,700
                    
                    
                    
                    
                    
                    
                    173,600
                    
                    
                    
                    -
                    
                    
                    
                    188,300Net
      loss for the period ended December 31, 2006
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    (19,057
                    )
                    
                    
                    (19,057
                    )Balances
      December 31, 2006
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,700,000
                    
                    
                    
                    14,700
                    
                    
                    
                    -
                    
                    
                    
                    173,600
                    
                    
                    
                    (19,057
                    )
                    
                    
                    169,243Net
      loss for the period ended December 31, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    (188,094
                    )
                    
                    
                    (188,094
                    )Balances 
      December 31, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,700,000
                    
                    
                    
                    14,700
                    
                    
                    
                    -
                    
                    
                    
                    173,600
                    
                    
                    
                    (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 t $0.001
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,175,000
                    
                    
                    
                    1,175
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    1,175Acquisition
      of Cash in connectionWith 
      recapitalization
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    13,200
                    
                    
                    
                    
                    
                    
                    
                    13,200July
      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
                    )
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -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
                    )
                    
                    
                    739,093





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


F-4




WEBSAFETY,
INC.


Formerly
Known as Blindspot Alert, Inc.


A
Development Stage Company


STATEMENTS
OF CASH FLOWS


For
the years ended December 31, 2008, 2007 and the period from


inception,
July 2, 2006 to December 31, 2008





July 3, 2006(Date of inception)Years Ended December 31,
                  
                  
                  to2008
                  
                  
                  2007
                  
                  
                  December 31, 2008Operating
      activities:Net
      loss
                  
                  $
                  (437,656
                  )
                  
                  $
                  (188,094
                  )
                  
                  $
                  (644,807
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      expense
                  
                  
                  -
                  
                  
                  
                  2,597
                  
                  
                  
                  3,478Stock
      issued for services
                  
                  
                  2,400
                  
                  
                  
                  20,000
                  
                  
                  
                  32,400Loss
      on sale of equipment
                  
                  
                  5,216
                  
                  
                  
                  -
                  
                  
                  
                  5,216Changes
      in operating assets and liabilities:Decrease
      in accounts receivable
                  
                  
                  -
                  
                  
                  
                  8,500
                  
                  
                  
                  -(Increase)
      in prepaid expense
                  
                  
                  (7,137
                  )
                  
                  
                  -
                  
                  
                  
                  (7,137
                  )Increase
      (decrease)  in accounts payable
                  
                  
                  37,116
                  
                  
                  
                  (244
                  )
                  
                  
                  37,116(Decrease)Increase
      in lease payable
                  
                  
                  (6,000
                  )
                  
                  
                  6,000
                  
                  
                  
                  -(Decrease) 
       in accrued expense
                  
                  
                  (4,944
                  )
                  
                  
                  (8,217
                  )
                  
                  
                  56Net
      cash (used in) operating activities
                  
                  
                  (411,005
                  )
                  
                  
                  (159,458
                  )
                  
                  
                  (573,878
                  )Investing
      activities:Purchase
      of long term assets- net
                  
                  
                  (450,963
                  )
                  
                  
                  (2,812
                  )
                  
                  
                  (454,884
                  )Investment
      in option to acquire
                  
                  
                  (95,000
                  )
                  
                  
                  -
                  
                  
                  
                  (95,000
                  )Advance
      to/from shareholder
                  
                  
                  -
                  
                  
                  
                  (3,636
                  )
                  
                  
                  -Net
      cash (used in) investing activities
                  
                  
                  (545,963
                  )
                  
                  
                  (6,448
                  )
                  
                  
                  (549,884
                  )Financing
      activities:Advances
      from Shareholder
                  
                  
                  7,496
                  
                  
                  
                  -
                  
                  
                  
                  25,904Proceeds
      from sale of equipment
                  
                  
                  5,026
                  
                  
                  
                  -
                  
                  
                  
                  5,026Proceeds
      from stock sales
                  
                  
                  1,168,401
                  
                  
                  
                  148,500
                  
                  
                  
                  1,316,901Net
      cash provided by financing activities
                  
                  
                  1,180,923
                  
                  
                  
                  148,500
                  
                  
                  
                  1,347,831Net
      changes in cash
                  
                  
                  223,955
                  
                  
                  
                  (17,406
                  )
                  
                  
                  224,269Cash,
      beginning of period
                  
                  
                  314
                  
                  
                  
                  17,720
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  224,269
                  
                  
                  $
                  314
                  
                  
                  $
                  224,269Cash
      paid during the year for:Interest
                  
                  $
                  5,022
                  
                  
                  $
                  2,982
                  
                  
                  $
                  10,290Income
      Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Non
      Cash Investing and Financing Activities:Voluntary
      conversion of shareholder advance to paid in capital
                  
                  $
                  25,000
                  
                  
                  $
                  -
                  
                  
                  $
                  25,000Issuance
      of common stock for services
                  
                  $
                  2,400
                  
                  
                  $
                  20,000
                  
                  
                  $
                  30,000Common
      stock issued for equipment
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  9,800





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


F-5





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





Note
1.  Nature of Business and Summary of Significant Accounting
Policies





Nature
of business and organization





Websafety,
Inc. fka Blindspot Alert, Inc. fka Promotions on Wheels Holdings, Inc., a Nevada
corporation, (hereinafter referred to as the “Company”) was incorporated in the
State of Nevada on July 3, 2006.  The Company from inception through June
2008 had been in the business of offering live promotions and marketing
events.





In
June 2008 a majority ownership change was made and the business emphasis was
shifted to the marketing and sales through the internet of software and services
that allow parents or other caregivers to monitor and be notified of occurrences
of predator advances, cyber bullying and pornography. The Company operates under
a world-wide licensing agreement that allows for selective exclusivity within
certain markets and expects to begin full scale operations in 2009.





On June
20, 2008, The Company issued 13,200,000 shares of its common stock to Texas
Atlantic Capital Partners, LLC, (“Texas Atlantic”).  The issuance of these
shares represented approximately 62% of the then outstanding stock. The issuance
resulted in a change of control and meets the definition of a business
combination under paragraph 9, of Statement of Financial Accounting Standards No
141, Business Combinations (FAS 141).  Concurrent with the issuance of the
shares to Texas Atlantic, the shareholders elected to cancel certain shares in
order to effect the desired post change in control ownership ratio.





The
business combination will be accounted for under the purchase method of
accounting followed by a recapitalization of the company. The issuance of the
13,200,000 shares and the cancellation of the 35,500,000 shares of common stock
will be retroactively presented in the statement of stockholders equity as if
the  transaction with Texas Atlantic had occurred as of the earliest period
presented. See Note 6.





Development
Stage Company





The
Company is considered to be in the development stage as defined in FASB ASC
915(Prior authoritative literature: Statement of Financial Accounting Standards
(SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”). The
Company has devoted substantially all of its efforts to business planning and
development. Additionally, the Company has allocated a substantial portion of
its time and investment to bringing its product to the market and to raising
capital.





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.




Cash
and cash equivalents- concentration of risk





Cash and
cash equivalents include interest bearing and non-interest bearing bank
deposits, money market accounts, and short-term instruments with a liquidation
provision of three months or less.




The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured balances
up to $100,000 through October 13, 2008.  As of October 14, 2008 all
non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009.


F-6





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





Note
1.  Nature of Business and Summary of Significant Accounting Policies-
continued





All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.




Income
taxes





The
Company accounts for its income taxes in accordance with FASB ASC 740(Prior
authoritative literature: SFAS No. 109), which requires recognition of deferred
tax assets and liabilities for future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and tax credit carry
forwards.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes.  Significant components of the
Company’s deferred tax liabilities and assets as of December 31, 2008 are as
follows:





Deferred
      tax assets:Net
      operating loss
                    
                    $
                    435,256Income
      tax rate
                    
                    
                    34
                    %147,987Less
      valuation allowance
                    
                    
                    (147,987
                    )Net
                    
                    
                    -





Through
December 31, 2008, a valuation allowance has been recorded to offset the
deferred tax assets, including those related to the net operating losses. 
At December 31, 2008, the Company had approximately $644,800 of federal and
state net operating losses.  The net operating loss carry forwards, if not
utilized will begin to expire in 2025. T he utilization of these losses for tax
purposes will be limited due to the operation of Internal Revenue Code Section
382 which restricts the utilization of net operating loss carry forwards is
circumstances where there is a more than 51% change of control in a
company.





Reconciliations
of the U.S. federal statutory rate to the actual tax rate for the years ended
December 31, 2008 and 2007 are as follows:




2008
                          
                          
                          2007Federal
      statutory income tax rate
                          
                          
                          34.0
                          %
                          
                          
                          34.0
                          %State
      tax net of federal benefit
                          
                          
                          0.0
                          %
                          
                          
                          0.0
                          %34.0
                          %
                          
                          
                          34.0
                          %Increase
      in valuation allowance
                          
                          
                          (34.0
                          )%
                          
                          
                          (34.0
                          )%Effective
      tax rate
                          
                          
                          0.0
                          %
                          
                          
                          0.0
                          %





Net
loss per common share





The
Company computes net loss per share in accordance with FASB ASC 260-10(Prior
authoritative literature: SFAS No. 128, Earnings per Share and SEC Staff
Accounting Bulletin No. 98).  Under the provisions of ASC 260-10, basic net
loss per share is computed by dividing the net loss available to common
stockholders for the period by the weighted average number of shares of common
stock outstanding during the period.  The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive.


F-7





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





Note
1.  Nature of Business and Summary of Significant Accounting Policies-
continued





Revenue
recognition





Revenues
are recognized at the time a sale is complete.





Accounts
receivable and billing





The
Company will be conducting sales primarily through the internet utilizing
merchant services for the processing of customer credit card or other electronic
means of paying. It is not expected that there will be any significant amount of
trade receivables that will result from operations.




Property and
equipment




Property
and equipment are stated at cost net of accumulated amortization and at December
31, 2008 consisted primarily of web site development costs and software
licensing fees. No amortization has been taken as of the statement date since
revenue operations have not commenced.  Amortization is computed using the
straight-line method over the estimated useful life of the related asset. 
Expenditures for maintenance, repairs and renewals of minor items are expensed
as incurred.  The estimated useful lives are as follows:





Software
      License
            5
      YearsWeb
      Site Development
            5
      Years





Fair
value of financial instruments





The FASB
ASC 320-12-65(Prior authoritative literature: SFAS No 107, “Disclosures about
Fair Value of Financial Instruments”), requires the determination of fair value
of the Company’s financial assets and liabilities.  The estimated fair
values of financial instruments were determined by management using available
market information and appropriate valuation methodologies.  The carrying
amounts of financial instruments including cash and advance from shareholder
approximate their fair value because of their short maturities.





Web Site Development
Costs





The
Company has incurred web site development costs as part of web site application
and infrastructure development activities.  Specific activities include
coordination of design, engineering, initial integration and design
modifications, script writing, web site designs and revisions, application side
designs, pre-video production build/test flash prototype for oversize video
browser scaling, eCommerce engine, etc.  All of these development costs
were capitalized as of December 31, 2008 in accordance with EITF 00-2,
“Accounting for Web Site Development Costs.” The total capitalized web site
development costs were $150,963 at December 31, 2008.





Stock
Based Compensation





We follow
the provisions of FASB ASC 718(Prior authoritative literature: SFAS No. 123R,
“Share-Based Payment”). FASB ASC 718 requires recognition in the financial
statements of the cost of employee services received in exchange for an award of
equity instruments over the period the employee is required to perform the
services in exchange for the award (presumptively the vesting period). FASB ASC
718 also requires measurement of the cost of employee services received in
exchange for an equity award based upon the grant-date fair value of the award.
We account for non-employee share-based awards in accordance with FASB ASC
505-50(Prior authoritative literature: EITF No. 96-18, “Accounting for Equity
Instruments that are Issued to Other than Employees for Acquisition, or in
Conjunction with Selling Goods or Services”).


F-8





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





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 incurred cumulative net losses of approximately $644,807 from the period
of July 3, 2006 (Inception) through December 31, 2008 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 2008 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. Concentration of Credit Risk





For the
year ended December 31, 2008 the Company had no revenues. In 2007, three
customers represented 100% of the Company’s revenues.





Note
4.  Property and Equipment





Property
and equipment consist of the following at December 31, 2008 and
2007:





2008
                            
                            
                            2007Software
      Licensing*
                            
                            
                            $
                            300,000
                            
                            
                            
                            -Web
      Site Development
                            
                            
                            
                            150,963
                            
                            
                            
                            -Equipment-
      Net
                            
                            
                            
                            -
                            
                            
                            $
                            10,243Total
                            
                            $
                            450,963
                            
                            
                            $
                            10,243





*On June
30, 2008 we entered into a license agreement with WQN, Inc., whose common stock
trades on the pink sheets under the symbol WQNI. Under the agreement we have the
right to license its software technology on a non-exclusive worldwide basis and
offer the software on an exclusive basis to: Home Shopping Network, QVC, Inc.,
Walgreens Drugstore, CVS Pharmacy and Walmart. We have paid a one time fee of
$300,000 and will pay a 35% royalty on any net licensing revenue collected by
us. The initial term of the license granted pursuant to this agreement shall be
perpetual.





Depreciation
expense for fiscal 2008 and 2007 totaled $0 and $2,597,
respectively.





Note
5.  Option to acquire





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 allows 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 are to be
credited to the overall price of the licensing should the option be 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 is for an initial five-
year period and is automatically renewable for periods thereafter. The overall
cost for the rights is $270,000.


F-9





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





The
option expires on April 1, 2009 but requires periodic payments as outlined below
to maintain the option.





Option Maintenance Payment Dates
                  
                  Option Payment AmountsJanuary
      1, 2009
                  
                  $
                  50,000February
      1, 2009
                  
                  $
                  50,000March
      1, 2009
                  
                  $
                  50,000April
      1, 2009
                  
                  $
                  25,000





Websafety
Inc. fka Blindspot Alert, Inc. can exercise the option any time during the
option period or let the option lapse by not making a required payment. Through
December 31, 2008 the Company had made option payments totaling
$95,000.





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





Note
6.  Ownership change





On June
20, 2008, The Company issued 13,200,000 shares of its common stock to Texas
Atlantic Capital Partners. The issuance of these shares represented
approximately 62% of the then outstanding stock. The issuance resulted in a
change of control and meets the definition of a business combination under
paragraph 9, of Statement of Financial
Accounting Standards No 141, Business Combinations (FAS 141).





In
accordance with FAS 141, the business combination was accounted for under the
purchase method of accounting. Under the purchase method of accounting, the cost
of the acquired entity shall be allocated to the assets acquired and the
liabilities assumed based on their relative fair values at the date of the
acquisition.





The
Company has measured the fair values at the date of the business and concluded
that the fair values approximated their book values. The Company has also
analyzed the assets acquired to determine if any intangible assets were acquired
that meet the criteria for separate valuation under FAS 141 and concluded that
no such intangible existed. After allocating the cost of the assets acquired and
the liabilities assumed based on their relative fair values, the company
concluded that their fair values approximated their book values and accordingly
no goodwill was recorded.





The
business combination was accounted for under the purchase method of accounting
followed by a recapitalization of the company. The issuance of the 13,200,000
shares and the cancellation of the 35,500,000 shares of common stock was
retroactively presented in the statement of stockholders equity as if the 
transaction with  Texas Atlantic had occurred as of the earliest period
presented.





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 December 31, 2008
3,833,335 preferred shares had been sold for $1,150,000 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
7.  Stock Issuances





During
2008 we had the following common and preferred stock issuances.





Common
      Stock- All issuances were made at $0.001Date
                        
                        For Cash or Services
                        
                        Number of Shares
                        
                        
                        ValueMay
      2008
                        
                        Cash
                        
                        
                        2,525,000
                        
                        
                        $
                        2,525June 
      2008
                        
                        Cash
                        
                        
                        1,175,000
                        
                        
                        
                        1,175July
      2008
                        
                        Services
                        
                        
                        2,400,000
                        
                        
                        
                        2,400July
      2008
                        
                        Cash
                        
                        
                        100,000
                        
                        
                        
                        100September
      2008
                        
                        Cash
                        
                        
                        1,200,000
                        
                        
                        
                        1,200December
      2008
                        
                        Cash
                        
                        
                        200,000
                        
                        
                        
                        200Total
      Common Issuances
                        
                        
                        7,600,000
                        
                        
                        $
                        7,600


F-10





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





Preferred Stock- All issuances were for cash at $0.30 per shareDate
                      
                      Number of Shares
                      
                      
                      ValueJune 
      2008
                      
                      
                      2,083,336
                      
                      
                      $
                      625,000July
      2008
                      
                      
                      666,667
                      
                      
                      
                      200,000November 
      2008
                      
                      
                      416,666
                      
                      
                      
                      125,000December
      2008
                      
                      
                      666,666
                      
                      
                      
                      200,000Total
      Preferred Issuances
                      
                      
                      3,833,335
                      
                      
                      $
                      1,150,000





Note
8.  Related Party Transactions





In the
aggregate, during 2008, the Company paid to related parties $241,225 for
consulting, legal and marketing services as reflected below.





Paid To
                    
                    Consulting
                    
                    
                    Legal
                      Services
                    
                    
                    Marketing
                    
                    
                    AccountingTexas
      Atlantic Capital Partners LLC
                    
                    $
                    58,500Rowland
      W. Day II
                    
                    
                    
                    
                    
                    $
                    63,632Robertson
      Schwartz Agency
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    89,093Robert
      J. Salluzzo
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    30,000





Texas
Atlantic Capital Partners LLC and Rowland W. Day II are affiliates in that Texas
Atlantic is a majority and more than 10% shareholder in the Company, Mr. Day is
its CEO and Rusty Schwartz, a principal in Robertson Schwartz Agency is
President and a member of Websafety, Inc. fka Blindspot Alert’s Board of
Directors. Robert J. Salluzzo is a stockholder.





The
services that were provided are explained 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 SEC attorney and is responsible for all quarterly and annual filings
as well as any other filings required as a result of the actions of the Company.
In addition Mr. Day initiated and provided oversight to the process that
resulted in the name change to Blindspot Alert, Inc. and Websafety,
Inc.





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.





Accounting-Accounting fees
paid relates to the review of financial records and preparation of all financial
reporting to the SEC including, audits and preparation of tax
returns.





Note
9.  Loss on Sale of 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 depreciation. The Company incurred a loss of approximately
$5,200 from the sale.





Note
10.  Other Income





The
Company as of March 12, 2008, owed $6,000 to Cab-Tive Advertising, Inc. for
unpaid equipment lease fees.  The Company and Cab-Tive Advertising entered
into a mutual agreement which provided for an exchange of certain equipment, and
a cancellation of the unpaid lease fees resulting in a recording of $6,000 of
other income.


F-11





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





Note
11. Facilities





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





Note
12. Recent Pronouncements





On
November 5, 2007, the SEC issued FASB ASC 815-10-S99-1(Prior authoritative
literature: SAB No. 109, Written Loan Commitments Recorded at Fair Value Through
Earnings). ASC 815-10-S99-1 provides guidance on the accounting for written loan
commitments recorded at fair value under generally accepted accounting
principles. Specifically, the ASC 815-10-S99-1 revises the Staff’s views on
incorporating expected net future cash flows related to loan servicing
activities in the fair value measurement of a written loan commitment. ASC
815-10-S99-1, which supersedes SAB 105, Application of Accounting Principles to
Loan Commitments, requires the expected net future cash flows related to the
associated servicing of the loan be included in the measurement of all written
loan commitments that are accounted for at fair value through earnings. 
ASC 815-10-S99-1 is effective in fiscal quarters beginning after December 15,
2007.  The adoption of ASC 815-10-S99-1 did not have a material impact on
our financial statements.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued ASC
805(Prior authoritative literature: SFAS No. 141(R), Business Combinations,
which replaces SFAS No. 141). ASC 805 establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling
interest in the acquiree and the goodwill acquired. The statement also
establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination. ASC 805 is effective
for calendar year companies on January 1, 2009. We do not anticipate that the
adoption of ASC 805 will have a material effect on accounting for business
combinations once adopted, but the effect is dependent upon acquisitions at that
time.





In March
2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities, and
amendment of SFAS No. 133). This statement will require additional disclosures
about how and why we use derivative financial instruments, how derivative
instruments and related hedged items are accounted for under ASC 815(Prior
authoritative literature: SFAS No. 133, “Accounting for Derivative Instruments
and Hedging Activities”, as amended and interpreted), and how derivative
instruments and related hedged items affect our financial position, results of
operations, and cash flows. ASC 815-10 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008;
however early adoption is encouraged, as are comparative disclosures for earlier
periods. We do not believe that the adoption of ASC 815-10 will have a material
impact on our financial statements.





In April
2008, the FASB issued ASC 350-30(Prior authoritative literature: FASB Staff
Position No. 142-3, Determination of the Useful Life of Intangible Assets). ASC
350-30 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under ASC 350(Prior authoritative literature: SFAS No. 142,
“Goodwill and Other Intangible Assets”) and also requires expanded disclosure
related to the determination of intangible asset useful lives. ASC 350-30 is
effective for fiscal years beginning after December 15, 2008. Early adoption is
prohibited. We do not believe the adoption of ASC 350-30 will have a material
impact on our financial statements.





In May
2008, the FASB issued ASC 470(Prior authoritative literature: FSP APB 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion). ASC 470 requires issuers of convertible debt instruments that may
be settled in cash upon conversion to account separately for the liability and
equity components in a manner that will reflect the entity’s nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. ASC 470
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. We do not
anticipate that the adoption of ASC 470 will have a material effect on our
results of operations or financial position.


F-12





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





In March
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10
(Prior authoritative literature: FASB Statement 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”).  FASB ASC 815-10 requires enhanced disclosures about an
entity’s derivative and hedging activities.  This Statement is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. The Company has not
yet adopted the provisions of ASC 815-10, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC
944 interprets Statement 60 and amends existing accounting pronouncements to
clarify their application to the financial guarantee insurance contracts
included within the scope of that Statement.  FASB ASC 944 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and


all
interim periods within those fiscal years. ASC 944 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB
No. FAS 165, “Subsequent Events”). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009.
 FASB ASC 855-10 did not have a material effect on the financial position,
cash flows, or results of operations.





In June
2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No.
FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162).FASB ASC 105-10
replaces SFAS 162 and establishes the FASB Accounting Standards Codification as
the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP.  FASB ASC 105-10 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.  As such, the Company is required to adopt this standard in the
current period.  Adoption of FASB ASC 105-10 did not have a significant
effect on the Company’s consolidated financial statements.





Note
13. Subsequent Events





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.





WQN Websafety Asset
Purchase





On July
2, 2009, The Company entered into an agreement with WQN, Inc. to acquire the
software technology, known as “Websafety”. The acquisition was an arms-length
purchase with an unrelated party.  The closing of the asset acquisition was
contingent upon WQN, delivering the technology as well as satisfying certain
other conditions pursuant to the agreement. WQN shall deliver to the Company a
fully executed Asset Purchase Agreement, a fully executed Bill of Sale, fully
executed third party consents and/or approvals, and Title to and possession of
the purchased assets. The acquisition was limited to the intellectual property
surrounding this asset. On September 14, 2009, all conditions of the acquisition
were satisfied and accordingly, the Company paid the consideration of 27,000,000
shares of its common stock and gained all rights of ownership to the Websafety
software technology. The acquisition will be recorded as a purchase of an asset
in the financial statements as of September 30, 2009n Concurrent  with the
asset purchase from WQN which was effective on September 14, 2009, the Company
appointed a stockholder of WQN as the Chairman of the Board. In connection with
the appointment the Company entered into an employment agreement whereby the
appointee is to receive a salary upon the achievement of a certain level of
revenue. Additionally, he is to receive 1,500,000 shares of the Company’s
company with 100,000 being vested upon the effective date of the agreement, and
the remaining 1,400,000 being vested with the achievement of certain levels of
revenue. The term of the agreement ends December 31, 2010.




F-13





WEBSAFETY,
      INC.Formerly
      Known as Blindspot Alert, Inc.(A
      Development Stage Company)NOTES TO THE FINANCIAL
      STATEMENTS





The
Company also entered into employment agreements with the Chief Operating Officer
and its Chief Technology Officer, effective on September 14, 2009. The
agreements grant the employees the right to receive salaries as well as being
granted 100,000 stock options each having a 5 year term in which the options
vest at the end of each 12 month period.




On
September 10, 2009 the Board of Directors, resolved to issue 478,000 shares of
its common stock to non-employee consultants. Additionally, the Board of
Directors granted 100,000 stock options to the Chief Financial Officer. 
The term of the options are for a 5 year period in which the options vest at the
end of each 12 month period.





As a
result of  September 14, 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”.




On August
25, 2009, the Company terminated its President Clifton Jolley for cause. 
In late October 2009, the Company and Mr. Jolley agreed to go to arbitration
which the Company believes should occur by the end of the First Quarter of
2010.




Management
evaluated subsequent events through November 20, 2009, the date the financial
statements were issued.





Note
14 Restatement





The
financial statements for the years ended December 31, 2008 and in the
cancellation of 35,500,000 shares of common stock which has been retroactively
presented in the statement of stockholders equity.  It has been
recorded as if the transaction with Texas Atlantic had occurred as of the
earliest period presented which is July 3, 2006 (date of inception) after giving
effect to the 13,200,000 shares that were issued to Texas Atlantic in
conjunction with the business combination..





In
addition, interest expense for the year ended December 31, 2008 was increased to
$5,022 from $22 via a reclassification from general and administrative
expenses.  Also, the date of inception numbers had been previously
reported in error through December 31, 2007.  The statement of
operations and the statement of cash flows have been updated to include the
amounts from inception through December 31, 2008.





The
financial statements for the periods ended December 31, 2008 have been restated
to reflect the corrections in accordance with SFAS No. 154, "Accounting Change
and Error Correction".





The
footnotes to the financial statements have been revised to include the
disclosure of material events occurring subsequent the financial
statements.


F-14





ITEM
9.  Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None.





ITEM
9A(T). Controls and
Procedures





Our
management with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act for
the end of the period covered by this Annual Report on Form 10-K. Based on that
evaluation, our principal executive officer and principal financial officer have
concluded that these controls and procedures are effective in all material
respects, including those to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the rules and
forms of the SEC, and is accumulated and communicated to management, including
the Chief Executive Officer and the Chief Financial Officer, as appropriate, to
allow for timely decisions regarding required disclosure.





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





Report
of Management on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange
Act).  Internal control over financial reporting is 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 accounting principles generally accepted in the United States of
America.





Our
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America and
that our receipts and expenditures are being made only in accordance with
authorization of our management and directors; (iii) provide reasonable
assurance regarding prevention or timely detection of the unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.





Management
has assessed our internal control over financial reporting as of December 31,
2008.  The assessment was based on criteria for effective internal
control over financial reporting described in the Internal Control-Integrated
Framework issued by the Sponsoring Organizations of the Treadway Commission.
Based on the assessment, Management determined internal control over financial
reporting was not effectiveas of December 31, 2008.
We failed to properly disclose and record the recapitalization of Texas
Atlantic.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.





Changes
in Internal Controls





We have
evaluated, with the participation of our Chief Executive Officer and Chief
Financial Officer, that there have been no changes in our internal control over
financial reporting during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting. Inherent limitations exist in any system of control
including the possibility of human error and the potential of overriding
controls. The effectiveness of an internal control system may also be affected
by changes in conditions.





13








ITEM
9B.  OTHER
INFORMATION





None.


PART
III





ITEM
10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Directors
and Executive Officers





Our
current officers and directors are listed below.  Each of our
directors will serve for one year or until their respective successors are
elected and qualified.  Our officers serve at the pleasure of the
board of directors.





Name
              Age
              Position
              Start
      of TermRowland
      W. Day II
              53
              CEO
                Chairman
      of the Board
                Director
              February
      25, 2008Rusty
      Robertson
              56
              President
                COO
                Director
              July
      21, 2008Denton
      Jones
              56
              Director
              July
      21, 2008Robert
      Salluzzo
              60
              CFO
                Treasurer
              July
      21, 2008





Rowland
W. Day II, 53 years of age, Chief Executive Officer and Director.





Mr. Day
is a business corporate lawyer.   He has practiced law since
1983.  Mr. Day has been the Chairman of the Board of Clearant, Inc.
(OTCBB-CLRA) and is currently a director of RE3W WorldWide and Restaurants on
the Run.





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.





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 14,200,000 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.





Family
Relationships




There are
no family relationships among any of our directors or executive
officers.





14





Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees, including judgments finding
violations of any federal or state securities or commodities law, material to
the evaluation of the ability and integrity of any of our directors, executive
officers, promoters or control persons during the past five years.





Independent
Registered Public Accounting Firm





On August
7, 2009 the Board of Directors of Exclusive Apparel dismissed Moore &
Associates, Chartered, Certified Public Accountants.  On September 22,
2009, we engaged the services of Rotenberg & Co., LLP as its independent
auditor.  On October 1, 2009 Rotenberg and Company LLP merged with
another CPA firm, EFP Group, to form a new firm.  All of the partners
and employees of Rotenberg and Company LLP and EFP Group joined the new firm,
EFP Rotenberg LLP.  EFP Rotenberg LLP succeeds Rotenberg and Company
LLP as the independent registered public accounting firm for Exclusive Apparel,
Inc. At no time have there been any disagreements with any accountants regarding
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.




On
August 27, 2009, the PCAOB issued PCAOB Release No. 105-2009-006
revoking the registration of Moore & Associates, Chartered and barring
Michael J. Moore, CPA, from being an associated person of a registered public
accounting firm. The PCAOB imposed these sanctions on the basis of its findings
concerning the alleged violations of Moore & Associates, Chartered and
Michael J. Moore of Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 thereunder, PCAOB rules and auditing standards in auditing the
financial statements, PCAOB rules and quality controls standards, and
noncooperation with a Board investigation. A copy of the PCAOB Release can be
accessed at the PCAOB website at http:www.pcaobus.org.





As a
result of the above action, we may not include the audit reports or consents of
Moore & Associates, Chartered in any filings. Therefore, we engaged our
current auditor to conduct at audit since inception through December 31,
2008.





ITEM
11.  EXECUTIVE
COMPENSATION





No
compensation of cash or equity has been paid or granted for the employment of
our officers or for the services of our directors.





ITEM 12.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS





The
following table sets forth the securities ownership of our directors, named
executive officers, and any person or group who is known to us to be the
beneficial owner of more than five percent of our voting stock as of April 6,
2009:





Title of Class
                            
                            Name and Address of Beneficial Owner1
                            
                            Amount and Nature of
                              Beneficial Owner1
                            
                            
                            Percent of
                              classCommon
      Stock
                            
                            Denton
      Jones2
                            
                            
                            14,200,000
                            
                            
                            
                            51.7
                            %Common
      Stock
                            
                            Rusty
      Robertson3
                            
                            
                            2,400,000
                            
                            
                            
                            8.8
                            %Common
      Stock
                            
                            Rowland
      W. Day II4
                            
                            
                            1,200,000
                            
                            
                            
                            4.4
                            %Common
      Stock
                            
                            Robert
      J. Salluzzo
                            
                            
                            150,000
                            
                            
                            
                            .5
                            %Common
      Stock
                            
                            All
      directors and executive officers as a group (4 persons)
                            
                            
                            17,750,000
                            
                            
                            
                            65.5
                            %





1Applicable
percentage ownership is based on 27,091,669 shares of total voting stock
outstanding at April 6, 2009.  The number of shares of voting stock
owned are those “beneficially owned” as determined under the rules of the SEC,
including any shares of voting stock as to which a person has sole or shared
voting or investment power and any shares of voting stock which the person has
the right to acquire within sixty days through the exercise of any option,
warrant or right.  All addresses are c/o 1 Hampshire Court, Newport
Beach, California 92660, unless otherwise noted.





15





2Includes
14,200,000 shares owned by Texas Atlantic Capital Partners.  Mr. Jones
is the Managing Member of Texas Atlantic Capital Partners.


3Includes
2,400,000 shares owned by the Robertson Schwartz Agency.  Ms.
Robertson is a principal of the Robertson Schwartz Agency.


4..Includes
1,200,000 shares of common stock issued to Rowland W. Day II as Trustee of The
Day Family Trust.




Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all Shares beneficially owned by
them.  A person is deemed to be the beneficial owner of securities
which may be acquired by such person within sixty days from the date on which
beneficial ownership is to be determined, upon the exercise of options, warrants
or convertible securities.  Each beneficial owner’s percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such person (but not those held by any other person)
and which are exercisable, convertible or exchangeable within such sixty day
period, have been so exercised, converted or exchanged.




ITEM
13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





Transactions
with Related Persons





In the
aggregate, during 2008, the Company paid to related parties $241,225 for
consulting, legal and marketing services as reflected below.




Paid To
                  
                  Consulting
                  
                  
                  Legal Services
                  
                  
                  Marketing
                  
                  
                  AccountingTexas
      Atlantic Capital Partners LLC
                  
                  $
                  58,500Rowland
      W. Day II
                  
                  
                  
                  
                  
                  $
                  63,632Robertson
      Schwartz Agency
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  89,093Robert
      J. Salluzzo
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  30,000





Denton
Jones, a director of the Company is the manager of Texas Atlantic Capital
Partners LLC , Rowland W. Day II is our CEO and a director and Rusty Schwartz, a
director is a principal in Robertson Schwartz Agency. Robert J. Salluzzo is a
stockholder.





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-Legal service consisted
of corporate legal advice, document preparation and the preparation of quarterly
and annual filings as well as other filings required as a result of the actions
of the Company.





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





Accounting-Accounting fees
paid relates to the review of financial records and preparation of all financial
reporting to the SEC including, audits and preparation of tax
returns.





Director
Independence





It is our
position that our three directors are not independent.





16





ITEM
14.  PRINCIPAL
ACCOUNTING FEES AND SERVICES





Audit
Fees





The
following table sets forth the aggregate fees billed to us for the fiscal years
ended December 31, 2008 and 2007 by Moore & Associates the company’s prior
accountant.





Fiscal Year
                          2008
                        
                        
                        Fiscal Year
                          2007Audit
      Fees
                        
                        $
                        3,000
                        
                        
                        $
                        3,000Audit-Related
      Fees
                        
                        $
                        4,500
                        
                        
                        $
                        3,000All
      Other Fees
                        
                        $
                        0
                        
                        
                        $
                        0





Tax
Fees





There
were no fees paid in either 2008 or 2007 for tax related matters.





17





PART
IV





ITEM
15.  EXHIBITS,
FINANCIAL STATEMENT SCHEDULE





Exhibit
      No.
              Description3.1
              Amended
      and Restated Certificate of Incorporation of Blindspot Alert, Inc., a
      Nevada corporation. Incorporated by reference to our current report on
      Form 14-C filed with the SEC on December 5, 2008.10.1
              Incorporated
      by reference to our current report on Form 8-K filed with the SEC on July
      25, 2008 License Agreement dated June 30, 2008.31.1
              Rule
      13a-14(a) Certification of Chief Executive Officer31.2
              Rule
      13a-14(a) Certification of Chief Financial Officer32.1
              Certification
      of Chief Executive Officer Pursuant to 18.U.S.C. Section 1350, as Pursuant
      to Section  906 of the Sarbanes Oxley Act of
  200232.2
              Certification
      of Chief Financial Officer Pursuant to 18.U.S.C. Section 1350, as Pursuant
      to Section  906 of the Sarbanes Oxley Act of
  2002





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.





WEBSAFETY,
      INC. FKA BLINDSPOT ALERT, INC.FKA
      PROMOTIONS ON WHEELS HOLDINGS, INC.Date: November
      23, 2009
                
                By:
                /s/
      Rowland W. Day IIRowland
      W. Day II,Chief
      Executive Officer




Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:




Signature
                          
                          Title(s)
                          
                          Date/s/  Rowland
      W. Day II
                          
                          Chief
      Executive Officer
                          
                          November
      23, 2009Rowland
      W. Day II/s/  John
      R. Williams, Jr.
                          
                          Chief
      Financial Officer
                          
                          November
      23, 2009John
      Williams/s/  Denton
      Jones
                          
                          Director
                          
                          November
      23, 2009Denton
      Jones/s/  Rusty
      Robertson
                          
                          President
      and Director
                          
                          November
      23, 2009Rusty
      Robertson





19