**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





FORM
      10-KSB/A




(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:
 **None**
 Common stock
          $.001 par value




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 [ ]




1





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 [ ] No [X]




2


**TABLE
      OF CONTENTS**





**PART
                II**
            5Item
                8A. Controls and Procedures
            5Item
                13: Exhibits
            6**SIGNATURE**
            7EXHIBIT
                31.1
            8EXHIBIT
                32.1
            9




3




**EXPLANATORY
      NOTE**





Promotions
      On Wheels Holdings, Inc., a Nevada corporation ("we," "us" or "our"), is filing
      this Amendment No. 1 on Form l0-KSB/A (this "Amendment No. 1") 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. 1 is to
      revise our discussion of the effectiveness 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.
      1,
      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. 1.





Except
      with respect to our discussion of our conclusion as to the effectiveness of
      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. 1 does not reflect the occurrence of any events
      following the date of the Original Report. Accordingly, this Amendment No.
      1
      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.




4


**PART
      II**





**Item
      8A. Controls and Procedures**




***Disclosure
      Controls and Procedures***




Our
      management, with the participation of our Chief Executive Officer and our Chief
      Financial Officer, conducted an evaluation of the effectiveness of our
      disclosure controls and procedures as of the end of the period covered by this
      Annual Report (December 31, 2007), as is defined in Rule 13a-15(e) promulgated
      under the Securities Exchange Act of 1934, as amended. Our disclosure controls
      and procedures are intended to ensure that the information we are required
      to
      disclose in the reports that we file or submit under the Securities Exchange
      Act
      of 1934 is (i) recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission's rules and forms
      and (ii) accumulated and communicated to our management, including the Chief
      Executive Officer and Chief Financial Officer, as the principal executive and
      financial officer, to allow timely decisions regarding required
      disclosures.




Based
      on
      that evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that, as of the end of the period covered by this Annual Report,
      our
      disclosure controls and procedures were effective. Our management has concluded
      that the financial statements included in this Form 10-KSB present fairly,
      in
      all material respects our financial position, results of operations and cash
      flows for the periods presented in conformity with generally accepted accounting
      principles.




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.




***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 the effectiveness 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
      effective.




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.




5




***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.




**Item
      13: Exhibits**




**No.**
            **Description**  31.1
            Rule
                13a-14(a) Certification of Chief Executive Officer and Chief Financial
                Officer




32.1
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                18
                U.S.C. Section 1350, asPursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002




6


**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:
              September 16, 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
              September
                  16, 2008Rowland
                  W. Day II/s/
                  RobertJ. Salluzzo
              Chief
                  Financial Officer
              September
                  16, 2008Robert
                  J. Salluzzo/s/
                  Denton Jones
              Director
              September
                  16, 2008Denton
                  Jones/s/
                  Rusty Robertson
              President and Director
              September
                  16, 2008Rusty
                  Robertson/s/
                  Leonard Makowka, M.D.
              Director
              September
                  16, 2008Leonard
                  Makowka, M.D.




7