` 
**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 

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

 

**For the fiscal year ended December 31, 2007**

 

 

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

(I.R.S. Employer Identification No.)

or organization)
 
 

**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, address and fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter periods 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 not contained in this form, and no disclosure will be contained, to the best of the 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.  [   ]

 

Revenues for year ended December 31, 2007:   $-0-
 
 

 
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of March 17, 2008 was:  $-0-

 

Number of shares of our common stock outstanding as of March 17, 2008 is: 37,000,000.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [X]  No [   ]  

 

Company’s transfer agent is: Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119, having a telephone number of (702) 361-3033.

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 17, 2008:  37,000,000 shares of common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
2

 
**PART I**

 

**ITEM 1.  DESCRIPTION OF BUSINESS**

 

GENERAL

 

Promotions On Wheels Holdings, Inc. (“POWH” or the “Company”) was incorporated in the state of Nevada on July 3, 2006.  POWH is a developmental stage company with a principal business objective of offering live promotions and marketing events utilizing our unique custom-built mobile displays.  The Company currently offers products and services as an all-inclusive promotional display/exhibit and merchandising center on wheels.  We also offer consulting services, live entertainers, disc jockeys, professional models, and emcees tailored to our clients’ demographics in an effort to maximize their promotional goals.

 

Originally inspired by its founder, Barry VanWie, the concept incorporates his extensive experience in coordinating live product promotions at locations all over the country and his frustration organizing many different vendors and the logistics of putting together efficient and successful live presentations on a daily basis.  Promotions on Wheels Holdings, Inc. (hereinafter referred to as POWH) is a timely “move in” and “move out” solution that integrates a custom show truck, an 11,000 watt Meyers pro sound system, stage platform, lighting, outdoor Sunbrite TV’s, self-generated electrical power, merchandise trailer and kiosk.  The Company also has plans to market and sell customized show trucks and displays on a nationwide basis.

 

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

 

1.

Formation of the Company;

 

2.

Development of the POWH business plan;

 

3.

Procure existing sales and marketing efforts to solidify additional promotional events for our current clients the U.S. Army and the University of Nevada Las Vegas, and the University of Nevada Reno.

 

4.

Continue to nurture and mature long-term relationships with R&R Partners, Las Vegas automotive dealerships, Nevada political campaign events, and other companies wishing to expand their exposure where the events we attend will complement their marketing efforts.  POWH is actively pursuing promotional events on an immediate and long-term basis with each of the clients listed above we have performed service for in the past.

 

5.

Conducted in depth research and formulated a multi-faceted marketing campaign targeting advertising agencies, promotional divisions of large corporations and governmental agencies.  POWH expects to use a portion of the funds allocated toward sales and marketing and working capital to engage in this activity.
 
 

3

 

6.

Establish and procure personal and business relationships with key individuals in government, businesses, and community leadership positions.  A portion of the funds allocated toward sales and marketing activities are committed to mature these relationships.

 

7.

Establish and maintain a visible community and internet presence.

 

Promotions On Wheels Holdings, Inc. is attempting to become operational.  In order to increase revenues, POWH must address the following areas:

 

*1. Develop and Implement a Marketing Plan:*An all inclusive solution and high quality promotional strategy on wheels at an affordable price is what we emphasize marketing our product.  This unique promotional product is custom designed to offer an efficient and high-quality solution for planners of promotional events.  The Company is also very active marketing our consulting services and emphasizing that we work closely with clients to maximize their promotional goals while providing results that surpass their expectations.    

 

Our diligent marketing efforts and managements extensive network within the industry should provide the Company with reputable and repeat clients.  One of our most notable clients is the U.S. Army.  They are extremely pleased with the results of past promotional activities and we are currently working with them on a long-term contract with nationwide potential.  The Army has made a decision to change their image and we are working extremely close with them on a promotional production that will provide the desired results.  

 

Our marketing efforts include seasoned creativity when working with clients to tailor promotional events to maximize results.  Flexibility in appearance times, locales, and frequency is a distinct and indisputable advantage in any competitive scenario.  We provide a high quality, professional promotional event with entertainment at literally any location at an affordable price.  Competitors can try to do the same, but not without renting stages, sound equipment, lights, Sunbrite TV’s, portable generators, merchandise stands, tents, merchandise trailers and a support staff in an effort to coordinate successful events.    

 

In his past endeavors, Barry Van Wie the Companies President and Director, has organized and directed hundreds of promotional events at all types of locations including NASCAR events, Rodeo’s, State Fairs, monster truck shows, bike fests, car shows, festivals, as well as smaller locations such as tailgates and parking lot parties.  Mr. Van Wie has successfully coordinated promotional events for companies such as Trim Spa, 24 Hour Fitness, Budweiser, The Larry Foyt Racing Team-NASCAR, Cadillac, and Honda.  

 

 

4

 

*2. Tailoring our Website:* Promotions On Wheels Holdings, Inc. has a web site located at www.\\promotionsonwheels.com.  The current web site includes an overview of our operations, products and services offered.  The site also includes a two-minute video featuring live events performed and the versatility of our products.  Upon securing additional funding, the Company has plans to enhance the site to include dates and events booked and availability.  Additional planned enhancements include a description of how we work together with our clients in an effort to maximize the effectiveness of the event by tailoring the advertising and show to the demographics.  Promoting our website through search engines and direct marketing campaigns is another area we have plans to pursue.  

 

Since our inception on July 3, 2006 to December 31, 2007, we did not generate any significant revenues and have incurred a cumulative net loss of $201,970.  We believe that the recurring revenues from sales of services eventually will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from sales of merchandise 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 auditors’ report to the financial statements included in the registration statement.

 

Promotions On Wheels Holdings, Inc. currently has one officer and one director.  This individual allocates time and personal resources to POWH on a part-time basis.

 

As of the date of this report, POWH has 37,000,000 shares of $0.001 par value common stock issued and outstanding.

 

Promotions On Wheels Holdings, Inc. has administrative offices located at 1 Hampshire Court, Newport Beach, California 92660.

 

Promotions On Wheels Holdings, Inc.’s fiscal year end is December 31.

 

EMPLOYEES

 

We have no full time employees.  Barry Van Wie, our President has agreed to allocate a portion of his time to our activities without compensation.  Mr. Van Wie anticipates that our business plan can be implemented by his devoting no more than 10 hours per month to the business affairs and, consequently, conflicts of interest may arise with respect to the limited time commitment by Mr. Van Wie.

 

**ITEM 2.  DESCRIPTION OF PROPERTY**

 

Promotions On Wheels Holdings, Inc. uses an office for administrative purposes located at 2204 timber Rose Drive, Las Vegas, Nevada 89134.  Mr. Van Wie utilizes an office in his residence that he provides to the Company free of charge and no lease exists.  There are currently no proposed programs for the renovation, improvement or development of the facilities currently use.

 
 
5

 

Promotions On Wheels Holdings, Inc. management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  Promotions On Wheels Holdings, Inc. does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

 

**ITEM 3.  LEGAL PROCEEDINGS**

 

There is no litigation pending or threatened by or against us.

 

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

 

None.

 

**PART II**

 

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

 

On December 31, 2007, there were 27 shareholders of record of our common stock.  Our shares of common stock have never been traded on any recognized stock exchange.

 

DIVIDENDS

 

We intend to retain future earnings to support our growth.  Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.

 

**ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

Plan of Operation

 

Promotions On Wheels Holdings, Inc. was incorporated on July 3, 2006.  Promotions On Wheels Holdings, Inc. has generated minimal revenues of $231,536, while incurring $433,506 in total expenses resulting in a net loss of $201,970 since inception.

 

Since incorporation, Promotions On Wheels Holdings, Inc. has financed its operations through minimal business activity and a small loan as noted in the audited financials.

 

To date, Promotions On Wheels Holdings, Inc. is in the process of implementing planned principal operations.  Presently, Promotions On Wheels Holdings, Inc. is attempting to secure sufficient monetary assets to increase operations.  Promotions On Wheels Holdings, Inc. cannot assure any investor that it will be able to enter into sufficient business operations adequate to insure continued operations.

 
 
6

 
 

Below is an illustration of the financing needs and anticipated sources of funds for the elements of Promotions On Wheels Holdings, Inc.’s business plan that constitute top priorities. Each material event or milestone listed below will be required until the Company generates adequate revenue.

 

1. Procure existing sales and marketing efforts to solidify additional promotional events for the U.S. Army.  The Company also needs to nurture and mature long-term relationships with R&R Partners, Las Vegas automotive dealerships, Nevada political campaign events, and other companies wishing to expand their exposure where the events we attend will complement their marketing efforts.  POWH is actively pursuing promotional events on an immediate and long-term basis with each of the potential clients listed.

 

2. Researching and strategically target advertising agencies and promotional divisions of large corporations and governmental agencies.  POWH expects to use a portion of the funds allocated toward sales and marketing and working capital to engage in this activity.

 

3. Establish and procure personal and business relationships with key individuals in government, businesses, and community leadership positions.  A portion of the funds allocated toward sales and marketing activities are committed to mature these relationships.

 

4. Establish and maintain a visible community and internet presence.

 

Results of Operation

 

We did not have any operating income from inception (July 3, 2006) through December 31, 2007.  For the year ended December 31, 2007, we recognized a net loss of $188,094. Some general and administrative expenses during the quarter were accrued.  Expenses for the quarter were comprised of costs mainly associated with legal, accounting, and office.

 

Liquidity and Capital Resources

 

At December 31, 2007, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses.

 

 

 

7

 

**ITEM 7.  FINANCIAL STATEMENTS**

 

Our financial statements, together with the report of auditors, are as follows:

 

**PROMOTIONS ON WHEELS HOLDINGS, INC.**

 

**FINANCIAL STATEMENTS**

 

**AS OF DECEMBER 31, 2007**

 

Promotions on Wheels Holdings, Inc.

Financial Statements Table of Contents

 
 
Page
  
INDEPENDENT AUDITORS REPORT

F-1 
  
BALANCE SHEET

F-2
  
STATEMENT OF OPERATIONS

F-3
  
STATEMENT OF CASH FLOWS

F-4
  
STATEMENT OF STOCKHOLDERS EQUITY

F-5
  
FOOTNOTES TO THE FINANCIAL STATEMENTS

F-6

 

 

 

 

 

 
 
8

 
**MOORE & ASSOCIATES, CHARTERED**

*           ACCOUNTANTS AND ADVISORS*

*                   PCAOB REGISTERED*

 

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

 

**To the Board of Directors**

**Promotions on Wheels Holdings, Inc.**

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Promotions on Wheels Holdings, Inc. (A Development Stage Company) as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2007 and 2006 and since inception on July 3, 2006 through December 31, 2007. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 Promotions on Wheels Holdings, Inc. (A Development Stage Company) as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2007 and 2006 and since inception on July 3, 2006 through December 31, 2007, in 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 1 to the financial statements, the Company has net losses of approximately $207,200 since inception on July 3, 2006, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

***/s/ Moore & Associates, Chartered***

 

Moore & Associates Chartered

Las Vegas, Nevada

March 24, 2008

 

*2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501*

 

 

**F-1**
 
9

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

(A Development Stage Company)

BALANCE SHEETS

 

December 31, 2007

 

 

**ASSETS**

**2007**

**2006**
   
Current assets:
  
  Cash

**$                      314**

**$                17,720**

  Accounts receivable

**-**

**8,500**

  Advance to shareholder

**1,592**

**-**

***          Total current assets***

**1,906**

**26,220**
   
Property and equipment, net

**10,243**

**10,028**
   
***Total Assets***

**$                 12,149**

**$                36,248**
   
**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
     
Current liabilities:
  
  Short-term borrowing

**$                 20,000**

**$                20,000**

  Accounts payable

**-**

**244**

  Lease payable

**6,000**

**-**

  Accrued expense

**5,000**

**13,217**

  Advance from shareholder

**-**

**2,044**

***          Total current liabilities***

**31,000**

**35,505**
   
Stockholders' equity (deficit)
  
  Preferred stock; $.001 par value, 5,000,000 shares
  
     authorized, zero shares issued and outstanding

**-**

**-**

  Common stock; $.001 par value, 70,000,000 shares
  
     authorized, 37,000,000 and 2,000,000 shares issued and	
  
     outstanding, respectively

**37,000**

**2,000**

  Additional paid in capital

**151,300**

**17,800**

  Accumulated (deficit)

**(207,151)**

**(19,057)**

***          Total stockholders' equity (deficit)***

**(18,851)**

**743**
   
***Total Liabilities and Stockholders' Equity***

**$                 12,149**

**$                36,248**

 

 

 

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

 

**F-2**
 
10

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

For the year ended December 31, 2007 and the period from

  inception (July 3, 2006) to December 31, 2006

 
   
** July 3, 2006**
   
**(date of inception)**
   
**through**
 
**2007**

** **

**December 31, 2006**
    
Revenue

**$                 201,536**
 
**$                30,000**
    
Operating expenses:
   
  Cost of Operations

**110,956**
 
**8,317**

  General and administrative expenses

**273,195**
 
**37,560**

  Depreciation expense

**2,597**
 
**881**

***     Total operating expenses***

**386,748**
 
**46,758**
    
***     (Loss) from operations***

**(185,212)**
 
**(16,758)**
    
Other income (expenses):
   
  Interest income

**100**
 
**9**

  Interest (expense)

**(2,982)**
 
**(2,308)**

***     Total other income (expenses)***

**(2,882)**
 
**(2,299)**
    
***     (Loss) before provision for income taxes***

**(188,094)**
 
**(19,057)**

Provision for income taxes

**-**
 
**-**
    
**     Net (loss)**

**$                (188,094)**
 
**$               (19,057)**
        
Basic and diluted loss per common share

**$                     (0.01)**
 
**$                   (0.01)**
    
Basic and diluted weighted average	
   
  common shares outstanding

**32,802,507**
 
**1,657,459**

 

 

 

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

 

**F-3**
 
11

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

(A Development Stage Company)

STATEMENTS OF CASH FLOW

 

For the year ended December 31, 2007 and the period from

  inception (July 3, 2006) to December 31, 2006

 
  
** July 3, 2006**
  
**(date of inception)**
  
**through**
 
**2007**

**December 31, 2006**
   
Operating activities:
  
  Net loss

**$            (188,094)**

**$            (19,057)**

  Adjustments to reconcile net loss to
  
     net cash used in operating activities:
  
     Depreciation expense

**2,597**

**881**

     Stock issued for services

**20,000**

**10,000**

  Changes in operating assets and liabilities:
  
     Decrease (increase) in accounts receivable

**8,500**

**(8,500)**

     (Decrease) increase in accounts payable

**(244)**

**244**

     Increase in lease payable

**6,000**

**-**

     (Decrease) increase in accrued expense

**(8,217)**

**13,217**

***          Net cash (used in) operating activities***

**(159,458)**

**(3,215)**
   
Investing activities:
  
     Purchase of property and equipment

**(2,812)**

**(1,109)**

     Advance to/ from shareholder

**(3,636)**

**2,044**

***          Net cash (used in) investing activities***

**(6,448)**

**935**
   
Financing activities:
  
     Proceeds from borrowing

**-**

**20,000**

     Proceeds from stock

**148,500**

**-**

***          Net cash provided by financing activities***

**148,500**

**20,000**
   
Net increase (decrease) in cash

**(17,406)**

**17,720**
   
Cash, beginning of period 

**17,720**

**-**
   
Cash, end of period

**$                     314**

**$               17,720**
   
Non Cash Investing and Financing Activities:
  
     Issuance of common stock for services

**$               20,000**

**$               10,000**

     Issuance of common stock for equipment

**$                          -**

**$                 9,800**

 

 

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

 

**F-4**

 

12

 
**PROMOTIONS ON WHEELS HOLDINGS, INC**

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

For the year ended December 31, 2007 and the period from

  inception (July 3, 2006) to December 31, 2006

 
         
**Accumulated**
          
**(Deficit)**

**Total**
   
**   **
  
**   **

**Additional**

**Other**

**during**

**Stockholders'**
 
** Common Stock**

** Preferred Stock**

**Paid-in**

**Comprehensive**

**development**

**Equity**
 
** Shares**

*** ***

**Amount**

** Shares**

*** ***

**Amount**

**Capital**

**Loss**

**stage**

**(Deficit)**

**Balance at July 3, 2006**
          
**(Date of Inception)**

**-**
 
**$        -**

**-**
 
**$           -**

**$                -**

**$                 -**

**$               -**

**$                 -**
           
Issuance of stock for services, 

  $0.01 per share

**1,000,000**
 
**1,000**

**-**
 
**-**

**9,000**

**-**

**-**

**10,000**

Issuance of stock for equipment,	

  $0.0098 per share

**1,000,000**
 
**1,000**

**-**
 
**-**

**8,800**
  
**9,800**
           
Net loss

**-**
 
**-**

**-**
 
**-**

**-**

**-**

**(19,057)**

**(19,057)**
           
**Balance, December 31, 2006**

**2,000,000**
 
**2,000**

**-**
 
**-**

**17,800**

**-**

**(19,057)**

**743**
           
Issuance of stock for services, 

  $0.001 per share

**20,000,000**
 
**20,000**

**-**
 
**-**

**-**

**-**

**-**

**20,000**

 
          
Issuance of stock relating to private	

  placement, $0.01 per share, net of

  $1,500 of offering costs

**15,000,000**
 
**15,000**

**-**
 
**-**

**133,500**

**-**

**-**

**148,500**
           
Net loss

**-**
 
**-**

**-**
 
**-**

**-**

**-**

**(188,094)**

**(188,094)**
           
**Balance, December 31, 2007**

**37,000,000**
 
**37,000**

**-**
 
**-**

**151,300**

**-**

**(207,151)**

**(18,851)**

 

 

 

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

 

**F-5**
 
13

 

**PROMOTIONS ON WHEELS HOLDINGS, 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***

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 is in the primary business of offering live promotions and marketing events utilizing the unique custom-built show truck.  The Company currently rents the trucks as an inclusive promotional display/exhibit and merchandising center on wheels. The Company has plans to market and sell customized show trucks on a nationwide basis.

 

***Management of Company***

The Company filed its articles of incorporation with the Nevada Secretary of State on July 3, 2006.  The Company filed its initial list of officers and directors with the Nevada Secretary of State on July 3, 2006, indicating it’s President as Barry Van Wie.

 

***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 net losses of approximately $207,200 from the period of July 3, 2006 (Inception) through December 31, 2007 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 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.

 

***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***

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 month or less.
 
 

**F-6**
 
14

 

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

 

***Income taxes***

The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards 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, 2007 are as follows:

 

Deferred tax assets:
 
  Net operating loss

$  207,151

Income tax rate

34%
 
70,431

Less valuation allowance

(70,431)
 
$             -

 

Through December 31, 2007, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses.  At December 31, 2007, the Company had approximately $207,200 of federal and state net operating losses.  The net operating loss carryforwards, if not utilized will begin to expire in 2025.

 

Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2007 and 2006 are as follows:

 
 
**2007**

**2006**
   
U.S. federal 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 SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98).  Under the provisions of SFAS 128 and SAB 98, 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 antidilutive.

 

 

**F-7**
 
15

 

**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***

The Company extends credit to customers in the normal course of business.  Accounts are generally due within sixty days and interest is charged on past due accounts.  Management reviews the accounts monthly and provides allowances for uncollectible accounts based on specific identification of problem accounts.

 

***Equipment***

Property and equipment are stated at cost, net of accumulated depreciation.  Depreciation 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:

 

Equipment

5 years

 

***Advertising costs***

Advertising costs are generally expensed as incurred and are included in selling and marketing expenses in the accompanying statement of operations.  The Company recognized advertising costs totaling approximately $3,000 and $300 for the year ended December 31, 2007 and the period ended 2006, respectively.

 

***Fair value of financial instruments***

The Financial Accounting Standards Board’s Statement 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.

 

***Comprehensive income***

The Company accounts for comprehensive income (loss) in accordance with SFAS No. 130 "Reporting Comprehensive income" which requires comprehensive income (loss) and its components to be reported when a company has items of comprehensive income (loss).  Comprehensive income (loss) includes net income (loss) plus other comprehensive income (loss). There are no differences or reconciling items between net income and comprehensive income for the year ended December 31, 2007 and the period ended 2006.

 

**Note 2. Concentration of credit risk**

 

For the year ended December 31, 2007, three customers represented approximately 100% of the Company’s revenues.

 

For the period ended December 31, 2006, two customers represented approximately 100% of the Company’s revenues.  At December 31, 2006, one customer represented approximately 100% of accounts receivable.  

 

 

**F-8**
 
16

 

**Note 3. Equipment**

 

Property and equipment consist of the following at December 31, 2007 and 2006:

 
  
**2007**

**2006**
    
Equipment
 
$ 13,720

$ 10,909

     Less accumulated depreciation
 
(3,478)

(881)
  
$ 10,243

$ 10,028

 

Depreciation expense for fiscal 2007 and 2006 totaled $2,597 and $881, respectively.

 

**Note 4. Accrued expenses**

 

Accrued expenses consist of the following at December 31, 2007 and 2006:

 
  
**     2007**

**     2006**
    
Accrued interest expense
 
$    5,000

 $   2,308

Accrued expense - related party
 
           -0-

      6,500

Other accrued expenses
 
           -0-

      4,409
  
 $   5,000

 $ 13,217

 

**Note 5. Lease payable**

 

During January, 2007, the company signed a one year lease agreement with Cab-Tive Advertising, Inc, a company related by common ownership, to pay monthly equipment fee of $2,000.  As of December 31, 2007, the Company has the unpaid balance of $6,000.

 

**Note 6. Short term borrowing**

 

The Company has a 50.00% interest bearing note of $20,000. The note matured on April 8, 2007, the balance and accrued interest was due in full at maturity.  As of December 31, 2007, the Company has not paid off the balance.  

 

Accrued but unpaid interest relating to this note at December 31, 2007 and 2006 totaled $5,000 and $2,308, respectively.

 

**Note 7. Stockholders’ equity**

 

The Company has 70,000,000 shares authorized and 37,000,000 issued and outstanding as of December 31, 2007.  The issued and outstanding shares were issued as follows:

 

On August 3, 2006 the Company issued 1,000,000 shares of common stock at $0.001 par value to Barry Van Wie, the Company’s president/ shareholder for services provided.

 

On August 3, 2006 the Company issued 1,000,000 shares of common stock at $0.001 par value to Barry Van Wie, the Company’s president/ shareholder for equipment contributed to the Company.
 
 

**F-9**
 
17

 
**Note 7. Stockholders’ equity - *continued***

 

On January 11, 2007, the Company issued 20,000,000 shares of common stock at $0.001 par value to Barry Van Wie, the Company’s president/ shareholder for services provided.

 

The Company initiated a Private Placement in March 2007 for the sale of 15,000,000 shares of common stock to investors at $0.01 per share.  As of April 18, 2007, all subscriptions have been received from 26 investors, raising $148,500 in proceeds net of $1,500 of offering costs.

 

**Note 8. Related party transactions**

 

The Company entered into a 7 year lease agreement with Barry Van Wie, the president/ shareholder of the Company, to pay monthly truck lease fee of approximately $2,000.  These fees totaled approximately $24,000 and $4,000 for the year ended December 31, 2007 and the period ended December 31, 2006, respectively. This agreement has been canceled during February of 2008, please see note 9 for more details.

 

During the year ended December 31, 2007 and the period ended December 31, 2006, the Company paid consulting fees of $91,000 and $21,500, respectively, to Blue Wave Records, a company related by common ownership.

 

The Company issued 2,000,000 shares of common stock to its president/ shareholder for service provided valued at approximately $20,000 as of December 31, 2007.

 

The Company issued 1,000,000 shares of common stock to its president/ shareholder for equipment contributed to the Company valued at approximately $9,800 as of December 31, 2007.

 

During the year ended December 31, 2007, the Company borrowed $40,000 from its president/ shareholder and repaid the full amount in the same period.

 

Advance from president/ shareholder was approximately $2,000 as of December 31, 2006.

 

Advance to president/ shareholder was approximately $1,600 as of December 31, 2007.

 

During the year ended December 31, 2007, the Company paid officer’s compensation of $31,500 to its president/ shareholder for services provided.

 

During the year ended December 31, 2007, the Company paid approximately $48,500 of employee compensation to two stockholders of the Company and paid approximately $19,000 of contractor fees to two stockholders of the Company.

 

During the year ended December 31, 2007, the Company paid approximately $7,000 of consulting fee to an individual related to a stockholder of the Company.

 

The Company pays monthly equipment lease fee of $2,000 to Cab-Tive Advertising, Inc, a company related by common ownership.  These fees totaled approximately $24,000 for the year ended December 31, 2007.  Please see note 5 for more details.

 

 

**F-10**
 
18

 

**Note 9. Subsequent events**

 

On February 25, 2008, the Company entered into a Settlement Agreement with Barry Van Wie (“BVW”), Chief Executive Officer, President and the sole Director of the Company.  Pursuant to the Settlement Agreement several terms were agreed to including but not limited to following significant items: (a) BVW resigns as an officer and director of Promotions on Wheels Holdings, Inc. (POW) and Rowland W. Day II was appointed as director. (b) BVW transfers and assigns his 22,000,000 common shares of the Company. (c) BVW cancels his seven year lease agreement whereby the Company was to pay him $2,000 per month for the use of the truck and releases the Company from the payment of $7,582 and any future payment or obligation for the truck rental. (d) The Company hereby sells and transfers the fixed assets to BVW.  These assets have a book value of $10,243 net of accumulated depreciation as of December 31, 2007.

 

**Note 10. Newly issued pronouncements**

 

On February 15, 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”(“SFAS 159”).  SFAS 159 permits companies to elect to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of SFAS 159 become effective as of the beginning of the Company’s 2009 fiscal year.  Management is currently evaluating the impact that SFAS 159 will have on the Company’s financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**F-11**
 
19

 

**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

Our accountant is Moore and Associates, Chartered, CPAs, independent certified public accountants.  We do not presently intend to change accountants.  At no time have there been any disagreements with such accountant regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 

**PART III**

 

**ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT**

 

The directors and officers as of December 31, 2007, are set forth below.  The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors.  The officers serve at the will of our Board of Directors

 

**Name**

**Age**

**Positions and Offices Held**

Barry Van Wie

34

President/Secretary/Director

 

BUSINESS EXPERIENCE

 

Set forth below is the name of our director and officer, all positions and offices held, the period during which he has served as such, and the business experience during at least the last five years:

 

Barry Van Wie, President, Secretary, Treasurer, Director, Chief Financial Officer, and Chief Accounting Officer:

 

Mr. Van Wie has over twenty years experience in the entertainment and record industries.  His comprehensive experience includes all levels of operations including promoter, negotiator, and performer.  An accomplished solo artist on Vocals, Fiddle, Mandolin, and Guitar for over twenty years, Mr. Van Wie has performed live at events including NASCAR, Rodeo, Olympics, NHRA, Monster Truck Shows, State Fairs, and was the lead musical attraction in several Hotel/Casinos in Las Vegas.  Mr. Van Wie has owned several entertainment and record companies and has sold over 100,000 CD’s.  His comprehensive experience in the entertainment and live performance business was a driving force to design and build the custom-built show truck.

 

CERTAIN LEGAL PROCEEDINGS

 

No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

 
 
20

 

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 

To date, we have not filed Form 5 for the year ended December 31, 2007.

 

**ITEM 10.  EXECUTIVE COMPENSATION**

 

Since Promotions On Wheels Holdings, Inc.’s incorporation on July 3, 2006, Promotions On Wheels Holdings, Inc. has not paid any salaried compensation to any officer, director, or employee.  The Company has compensated Mr. Van Wie for providing live entertainment during promotions.  Providing live entertainment is an additional feature Promotions On Wheels offers and entertainers and emcees are compensated on a per event basis.  Mr. Van Wie was compensated a total of $31,500 for providing live entertainment for year ended December 31, 2007.  POWH has budgeted $2,000 per month as compensation for Mr. Barry Van Wie to perform marketing and administrative functions.  POWH does not have employment agreements.  The Board of Directors will determine future compensation and, as appropriate, employment agreements executed.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

 

**ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

We have issued a total of 37,000,000 shares of our common stock to the following persons:

 

**Name**

**Number of Total Shares**

**% of Shareholdings**

Barry Van Wie

22,000,000

59%

Other Shareholders

15,000,000

41%

 

The address for Mister Barry Van Wie is 2204 Timber Rose Drive, Las Vegas, Nevada 89134.

 

**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

On August 3, 2006 Barry Van Wie, President, Secretary, Treasurer, and Director, received 1,000,000 shares of Promotions On Wheels Holdings, Inc. common stock, par value $0.001 per share, for services.

 

All shares issued to Mr. Barry Van Wie were at a price per share of $0.01.  At the time of the issuance, Promotions On Wheels Holdings, Inc. was recently formed or in the process of being formed.

 

On August 3, 2006 Barry Van Wie, President, Secretary, Treasurer, and Director, received 1,000,000 shares of Promotions On Wheels Holdings, Inc. common stock, par value $0.001 per share, for personal assets.  All shares issued to Mr. Van Wie were at a price per share of $.01.  Please refer to the section titled “Financial Statements” for full disclosure of the transaction.

 
 
21

 

On January 11, 2007 Barry Van Wie, President, Secretary, Treasurer, and Director, received 20,000,000 shares of Promotions On Wheels Holdings, Inc. common stock, par value $0.001 per share, for services.  All shares issued to Mr. Van Wie were at a price per share of $0.001.

 

 The Company entered into a 7 year lease agreement with Barry Van Wie, the president/ shareholder of the Company, to pay monthly truck lease fee of approximately $2,000.  These fees totaled approximately $24,000 and $4,000 for the year ended December 31, 2007 and the period ended December 31, 2006, respectively. This agreement has been canceled during February of 2008, please see note 9 for more details.

 

During the year ended December 31, 2007 and the period ended December 31, 2006, the Company paid consulting fees of $91,000 and $21,500, respectively, to Blue Wave Records, a company related by common ownership.

 

The Company issued 2,000,000 shares of common stock to its president/ shareholder for service provided valued at approximately $20,000 as of December 31, 2007.

 

The Company issued 1,000,000 shares of common stock to its president/ shareholder for equipment contributed to the Company valued at approximately $9,800 as of December 31, 2007.

 

During the year ended December 31, 2007, the Company borrowed $40,000 from its president/ shareholder and repaid the full amount in the same period.

 

Advance from president/ shareholder was approximately $2,000 as of December 31, 2006.

 

Advance to president/ shareholder was approximately $1,600 as of December 31, 2007.

 

During the year ended December 31, 2007, the Company paid officer’s compensation of $31,500 to its president/ shareholder for services provided.

 

During the year ended December 31, 2007, the Company paid approximately $48,500 of employee compensation to two stockholders of the Company and paid approximately $19,000 of contractor fees to two stockholders of the Company.

 

During the year ended December 31, 2007, the Company paid approximately $7,000 of consulting fee to an individual related to a stockholder of the Company.

 

The Company pays monthly equipment lease fee of $2,000 to Cab-Tive Advertising, Inc, a company related by common ownership.  These fees totaled approximately $24,000 for the year ended December 31, 2007.  Please see note 5 for more details.

 
 
22

 
On February 25, 2008, the Company entered into a Settlement Agreement with Barry Van Wie (“BVW”), Chief Executive Officer, President and the sole Director of the Company.  Pursuant to the Settlement Agreement several terms were agreed to including but not limited to following significant items: (a) BVW resigns as an officer and director of Promotions on Wheels Holdings, Inc. (POW) and Rowland W. Day II was appointed as director. (b) BVW transfers and assigns his 22,000,000 common shares of the Company. (c) BVW cancels his seven year lease agreement whereby the Company was to pay him $2,000 per month for the use of the truck and releases the Company from the payment of $7,582 and any future payment or obligation for the truck rental. (d) The Company hereby sells and transfers the fixed assets to BVW.  These assets have a book value of $10,243 net of accumulated depreciation as of December 31, 2007.

 

Promotions On Wheels Holdings, Inc.’s principal office space is provided free of charge at the present time.  Please refer to the section titled “Description of Property” herein.

 

**PART IV**

 

**ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K**

 

(a)  The following documents are filed as part of this report:

 

1.   Financial statements; see index to financial statements and schedules in Item 7 herein.

 

2    Financial statement schedules; see index to financial statements and schedules in Item 7 herein.

 

3.   Exhibits:

 

The following exhibits are filed with this Form 10-KSB and are identified by the numbers indicated; see index to exhibits immediately following financial statements and schedules of this report.

 

EXHIBIT INDEX

 

**Exhibit**

**Number**

**Description**

14

Code of Ethics

31

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)(1)

32

Certification of Chief Executive Officer and	Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002(1)

 

**ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

Audit Fees

 

For the Company's fiscal year ended December 31, 2007, we were billed approximately $2,500.00 for year end 2007 for professional services rendered for the audit of our financial statements, respectively. We also were billed approximately $1,500 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2007, respectively.

 
 
23

 

Tax Fees

 

For the Company's fiscal year ended December 31, 2007, we were billed approximately $0.00 for 2007, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 
24

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

 

PROMOTIONS ON WHEELS HOLDINGS, INC.

 

By:  */s/  Rowland W. Day II*

ROWLAND W. DAY II

President, Chief Executive Officer,

Chief Financial Officer,

Secretary and Director

 

 

Dated:   March 27, 2008

 

Pursuant to the requirements of the Securities 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.

 

 

By:   */s/  Rowland Day*

       President, Chief Executive Officer,                                       Dated:   March27, 2008

       Chief Financial Officer,

       Secretary and Director

       Rowland W. Day II

 

 

 

 

 

 

 

 
 
25

`