**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-KSB/A


AMENDMENT
      NO. 2




(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, 2007




**Or**




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




**Commission
      File No. 333-140378**





**PROMOTIONS
      ON WHEELS HOLDINGS, INC.**


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





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





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


(Address
      of Principal Executive Offices)





**(949)
      642-7816**


(Issuer’s
      telephone number)




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


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





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)





Check
      whether issuer is not required to file reports pursuant to Section 13 or 15(d)
      of the Exchange Act.  ̈





Check
      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  ̈





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this Form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB.  ̈





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: $71,500.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a specified
      date within the past 60 days: None as of June 30, 2008.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:


18,400,000
      shares of common stock as of June 30, 2008.





Transitional
      Small Business Disclosure Format (Check one): Yes oNo x





**TABLE
      OF CONTENTS**





**PART
                II**
            4Item
                8A. Controls and Procedures
            4Item
                13: Exhibits
            5**SIGNATURE**
            6EXHIBIT
                31.1EXHIBIT
                31.2EXHIBIT
                32.1EXHIBIT
                32.2


2


**EXPLANATORY
      NOTE**





Promotions
      On Wheels Holdings, Inc., a Nevada corporation ("we," "us" or "our"), is filing
      this Amendment No. 2 on Form l0-KSB/A (this "Amendment No. 2") to amend our
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, as
      filed with the Securities and Exchange Commission (the "Commission") on March
      27, 2008 (the "Original Report"). The purpose of this Amendment No. 2 is to
      revise our discussion of our internal control over financial reporting as of
      the
      end of the period covered by the Original Report.





As
      required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
      the
      complete text of Part II, Item 8A has been set forth in this Amendment No.
      2,
      including those portions which have not been modified from the Original Report.
      As a result of these modifications, the certifications pursuant to the
      Sarbanes-Oxley Act of 2002, filed as exhibits to the Original Report, have
      been
      re-executed and re-filed as of the date of this Amendment No. 2.





Except
      with respect to our discussion of our conclusion as to our internal control
      over
      financial reporting as set forth in Part II, Item 8A, we have not modified
      or
      updated any of our prior disclosure from the Original Report, and this Amendment
      No. 2 does not reflect the occurrence of any events following the date of the
      Original Report. Accordingly, this Amendment No. 2 should be read in conjunction
      with our filings made with the Securities and Exchange Commission subsequent
      to
      the filing of the Original Report, including any amendments to those
      filings.


3


**PART
      II**





**Item
      8A. Controls and Procedures**




***Disclosure
      Controls and Procedures***




Our
      management, with the participation of our Chief Executive Officer and our acting
      Chief Financial Officer (one individual), has evaluated the effectiveness of
      our
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December
      31, 2007. Based on this evaluation, our chief executive officer and acting
      chief
      financial officer have concluded that, as of December 31, 2007, our disclosure
      controls and procedures were not effective. Our conclusion was based on (1)
      our
      lack of systematic accounting and disclosure procedures, (2) the lack of
      development of our IT systems, (3) the lack of hiring and development of new
      personnel and (4) the number of adjustments identified by our independent
      auditors during the course of their review. We attribute all of the identified
      weaknesses to the formative stage of our organizational development. We
      currently lack the personnel resources to ensure that our disclosure controls
      and procedures are adequate. We intend to address the procedural and control
      issues by adding new formalized accounting procedures.




***Management's
      Report on Internal Control Over Financial Reporting***




Management
      is responsible for establishing and maintaining adequate internal control over
      our 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 our assets,
      (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 authorizations
      of our management and directors, and (iii) provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use or
      disposition of our assets that could have a material effect on the financial
      statements.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate. Our management, with the
      participation of our Chief Executive Officer and Chief Financial Officer,
      conducted an evaluation of our internal control over financial reporting based
      on the framework in Internal Control — Integrated Framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission. Based on
      this
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of the end of the period covered by this Annual Report, our internal
      control over financial reporting was ineffective.




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 Securities
      and Exchange Commission that permit us to provide only management's report
      in
      this Annual Report.




***Changes
      in Internal Control Over Financial Reporting***




During
      our most recent fiscal quarter, there have been no changes in our internal
      control over financial reporting that have materially affected, or are
      reasonably likely to materially affect our internal control over financial
      reporting.


4


**Item
      13: Exhibits**


**No.**
              
              **Description**31.1
              
              Rule
                  13a-14(a) Certification of Chief Executive Officer31.2
              
              Rule
                  13e-14(a) Certification of Chief Financial Officer32.1
              
              Certification
                  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
                  as Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 200232.2
              
              Certification
                  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
                  as Pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002


5


**SIGNATURES**





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




**PROMOTIONS
                ON WHEELS HOLDINGS, INC.**Date:
                October 6, 2008
            By:
            */s/
                Rowland W. Day II*Rowland
                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
            
            October
                6, 2008Rowland
                W. Day II*/s/
                Robert J. Salluzzo*
            
            Chief
                Financial Officer
            
            October
                6, 2008Robert
                J. Salluzzo*/s/
                Denton Jones*
            
            Director
            
            October
                6, 2008Denton
                Jones*/s/
                Rusty Robertson*
            
            President
                and Director
            
            October
                6, 2008Rusty
                Robertson*/s/
                Leonard Makowka, M.D.*
            
            Director
            
            October
                6, 2008Leonard
                Makowka, M.D.


6