OneMeta AI (ONEI) 10-Q 2008 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2008
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 (State or other jurisdiction of incorporation or organization) 20-5150818 (I.R.S. Employer Identification No.)

1 Hampshire Court, Newport Beach, California 92660

(Address of Principal Executive Offices)

(949) 642-7816

(Issuer’s telephone number)

None

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “small reporting company” in Rule 12-b2 of the Exchange Act.

¨  Large accelerated filer	¨  Accelerated filer
¨  Non-accelerated filer	x  Small reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 2008: (19,700,000) shares of common stock.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ¨     No x

Transitional Small Business Disclosure Format (Check One)Yes ¨ No x

PART 1-FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition	4
Item 3. Control and Procedures	7
PART 11-OTHER INFORMATION	7
Item 1. Legal Proceedings	7
Item 1A. Risk Factors	7
Item 2. Changes in Securities	10
Item 3. Defaults upon Senior Securities	10
Item 4. Submission of Matters to a Vote of Security Holders	10
Item 5. Other Information	10
Item 6. Exhibits and Reports on Form 8-K	10
SIGNATURE	11

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results from inception (July 3, 2006) and six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008. The financial statements are presented on the accrual basis.

2

PROMOTIONS ON WHEELS HOLDINGS, INC.

Table of Contents

	PAGE
BALANCE SHEET	F-1
STATEMENTS OF OPERATIONS	F-2
STATEMENTS OF CASH FLOWS	F-3
STATEMENTS OF STOCKHOLDERS EQUITY	F-4
FOOTNOTES TO FINANCIAL STATEMENTS	F-5

3

PROMOTIONS ON WHEELS HOLDINGS, INC

(A Development Stage Company)

BALANCE SHEETS

	(Unaudited)
	September 30,			December 31,
	2008			2007
ASSETS
Current assets:
Cash	$	292,966		$	314
Advance to shareholder	$	-			1,592
Total current assets		292,966			1,906
Property and Equipment
Software license and website development		363,813			-
Other property and equipment		-			10,243
Total property and equipment		363,813			10,243
	$	656,779		$	12,149
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowing	$	23,009		$	20,000
Accounts payable		16,485			-
Accrued expense		-			5,000
Lease payable		-			6,000
Total current liabilities		39,494			31,000
Stockholders' equity
Preferred stock; $.001 par value, 5,000,000 shares
authorized, 2,750,003 and zero shares issued and
outstanding respectively		2,750			-
Common stock; $.001 par value, 70,000,000 shares
authorized,19,700,000 and 37,000,000 shares issued and
outstanding, respectively		19,700			37,000
Subscriptions receivable		(1,200	)
Additional paid in capital		1,009,050			151,300
Deficit accumulated during development stage		(413,015	)		(207,151	)
Total stockholders' equity		617,285			(18,851	)
	$	656,779		$	12,149

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

F-1

PROMOTIONS ON WHEELS HOLDINGS, INC

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(unaudited)

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			July 3, 2006
	For the three			For the three			For the nine			For the nine			(Date of inception)
	months ended			months ended			months ended			months ended			through
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			September 30, 2008
Revenue	$	-		$	45,000		$	-		$	197,416		$	231,536
Operating expenses:
Cost of Operations		-			31,292			5,756			95,665			186,215
General and administrative expenses		125,638			84,359			200,872			270,671			450,439
Depreciation and amortization expense					686			-			1,910			3,478
Total operating expenses		125,638			116,337			206,628			368,246			640,132
(Loss) from operations		(125,638	)		(71,337	)		(206,628	)		(170,830	)		(408,596	)
Other income (expenses):
Interest income		-			23			-			100			109
Loss on sale of equipment		-			-			(5,216	)		-			(5,312	)
Other income		-			-			6,000			-			6,000
Interest expense					(2,639	)		(22	)		(7,729	)		(5,216	)
Total other income (expenses)		-			(2,616	)		762			(7,629	)		(4,419	)
(Loss) before provision for income taxes		(125,638	)		(73,953	)		(205,866	)		(178,459	)		(413,015	)
Provision for income taxes					-						-			-
Net (loss)	$	(125,638	)	$	(73,953	)	$	(205,866	)	$	(178,459	)	$	(413,015	)
Basic and diluted loss per common share	$	(0.007	)	$	(0.002	)	$	(0.007	)	$	(0.010	)	$	(0.010	)
Basic and diluted weighted average
common shares outstanding		17,140,217			37,000,000			31,182,967			31,395,092			24,768,526

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

F-2

PROMOTIONS ON WHEELS HOLDINGS, INC

(A Development Stage Company)

STATEMENTS OF CASH FLOW

	(Unaudited)			(Unaudited)			July 3, 2006
	For the nine			For the nine			(Date of inception)
	months ended			months ended			through
	September 30, 2008			September 30, 2007			September 30, 2008
Cash flows from operating activities:
Net loss	$	(205,866	)	$	(178,459	)		(413,015	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense					1,910			3,479
Stock issued for services					20,000			30,000
Loss on sale of equipment		5,216						5,216
Changes in operating assets and liabilities:
(Increase) in accounts receivable					6,500			-
Decrease in advance to shareholder		1,593						-
(Increase) in escrow deposits								-
Increase in accounts payable		16,485			1,956			16,485
Increase in short term borrowing		3,009						23,009
(Decrease) in lease payable		(6,000	)					-
(Decrease) in accrued expense		(5,000	)		(3,409	)		-
Net cash (used in) operating activities		(190,563	)		(151,502	)		(334,826	)
Cash flows from investing activities:
Purchase of long term assets- net		(363,811	)		(2,811	)		(367,734	)
Advance to shareholder					(7,969	)		-
Net cash (used in) investing activities		(363,811	)		(10,780	)		(367,734	)
Cash flows from financing activities:
Proceeds from borrowing
Proceeds from sale of equipment		5,026						5,026
Proceeds from stock sales		842,000			148,500			991,700
Net cash provided by financing activities		847,026			148,500			996,726
Net changes in cash		292,652			(13,782	)		294,166
Cash, beginning of period		314			17,720			-
Cash, end of period	$	292,966		$	3,938		$	294,166
Non Cash Investing and Financing Activities:
Issuance of common stock for services	$	-		$	20,000		$	30,000
Subscriptions receivable	$	1,200					$	1,200
Common stock issued for equipment							$	9,800

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

F-3

PROMOTIONS ON WHEELS HOLDINGS, INC

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

																Accumulated
																(Deficit)
											Additional					during			Total
	Preferred Stock				Common Stock						Paid-in		Subscriptions			development			Stockholders' Equity
	Shares		Amount		Shares			Amount			Capital		Receivable			stage			(Deficit)
Balance at July 3, 2006
(Date of Inception)		-		-		-			-			-					-			-
Issuance of stock for services, $0.01 per share August 3, 2006		-		-		1,000,000		$	1,000		$	9,000				$	-		$	10,000
Issuance of stock for equipment, $0.0098 per share August 3, 2006						1,000,000			1,000			8,800								9,800
Net loss for the period ended December 31, 2006		-		-		-			-			-					(19,058	)		(19,058	)
Balance December 31, 2006		-		-		2,000,000			2,000			17,800		-			(19,058	)		742
Issuance of stock for services, $0.001 per share January 7, 2007		-				20,000,000			20,000			-					-			20,000
Issuance of stock relating to private placement,
$0.01 per share, March 27, 2007		-				14,700,000			14,700			133,500					-			148,200
Issuance of stock relating to private placement,
$0.01 per share, April 11, 2007						300,000			300											300
Net loss for the period ended December 31, 2007		-		-		-			-			-					(188,094	)		(188,094	)
Balance December 31, 2007		-		-		37,000,000			37,000			151,300		-			(207,152	)		(18,852	)
Issuance of stock		-		-		-			-			-					-			-
Net Loss for the period ended March 31, 2008																	(19,040	)		(19,040	)
Balance March 31, 2008		-		-		37,000,000			37,000			151,300		-			(226,192	)		(37,892	)
Issuance of preferred stock for cash
June 20, 2008 six issuances t $0.30		2,083,336		2,083								622,917								625,000
Issuance of common stock for cash												-								-
May 1, 2008 six issuances at $0.001						2,525,000			2,525											2,525
June 30, 2008 two issuances t $0.001						14,375,000			14,375											14,375
Cancellation of common stock June 20, 2008						(35,500,000	)		(35,500	)		35,500								-
Net Loss for the period ended June 30, 2008																	(61,185	)		(61,185	)
Balance June 30, 2008		2,083,336		2,083		18,400,000			18,400			809,717		-			(287,377	)		542,823
Issuance of preferred stock for cash
July 2, 2008 one issuance at $0.30		666,667		667								199,333								200,000
Issuance of common stock for cash
July 15, 2008 one issuance at $0.001						100,000			100			-								100
September 18, 2008 two issuances at $.001						1,200,000			1,200			-		(1,200	)					-
Net Loss for the period ended September 30, 2008																	(125,638	)		(125,638	)
Balance September 30, 2008		2,750,003	$	2,750		19,700,000		$	19,700		$	1,009,050	$	(1,200	)	$	(413,015	)	$	617,285

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

F-4

PROMOTIONS ON WHEELS HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - CONDENSED FINANCIAL STATEMENT

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2008, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements.  The results of operations for the nine months ended September 30, 2008 are not necessarily indicative of the operating results that can be anticipated for complete operating period.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3- CHANGE IN CONTROL

On June 30, 2008, Texas Atlantic Partners, LLC obtained control of our company by acquiring a 72% of the then outstanding common stock. Coincidental with this acquisition a cancellation of 35,500,000 shares of previously issued common stock was affected pursuant to the terms of the share acquisition agreement.

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 September 30, 2008 $825,000 had been received 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 4- PURCHASE OF LICENSE- ONGOING OPERATIONS

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 agreed to pay a one time payment of $300,000 and a 35% royalty of the net licensing revenue collected by us. The software allows for the detection and the alerting of caregivers of unwanted internet advances by predators, cyber bullying and unsolicited pornography.

F-5

PROMOTIONS ON WHEELS HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 - SETTLEMENT AGREEMENT

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 to Rowland W. Day.  (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.  

NOTE 6 —PROPERTY AND 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, the Company incurred a loss of approximately $5,200 from the sale.

In the nine months ended September 30, 2008 property and equipment consisted of the following.

Software license	$	300,000
Web site development costs		63,813
Total	$	363,813

 No charge for amortization will be made until initiation of sales activity has begun.

NOTE 7 - 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 $4,000 for the period ended March 31, 2008. This lease was terminated as of that date.

During the normal course of business operation for the period ended September 30, 2008 the Company incurred legal fees of $14,942 to Legal office of Rowland W. Day II, a company related by common ownership.

As of September 30, 2008 Rowland W. Day II a related party had advanced funds in the amount of $25,000 to the company. These advances are expected to be paid back or converted into stock in future periods. The advance carries no interest.

NOTE 8- RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

F-6

PROMOTIONS ON WHEELS HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue

and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

F-7

PROMOTIONS ON WHEELS HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity

Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Management believes that the adoption of these pronouncements will have no immediate impact on the Company’s financial condition or results of operation

F-8

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

FORWARD LOOKING STATEMENTS

Statements included in this report are "forward-looking statements" within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "1995 Reform Act"). Additional oral or written forward-looking statements may be made by us from time to time and such statements may be included in documents other than this report that are filed with the SEC. Such forward-looking statements involve risks and uncertainties that could cause or actual results or outcomes to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this report and elsewhere may include, without limitation, statements relating to our plans, strategies, objectives, expectations, intentions and adequacy of resources and are intended to be made pursuant to the Safe Harbor provisions of the 1995 Reform Act.

Plan of Operation - Overview

We are a software marketing company that has entered into a License Agreement (“License”) with WQN, Inc., a Texas corporation. We have been granted the right to market and sell WQN’s WebSafety software products.

License Agreement

The License covers software products that have been developed by WQN and are more particularly described below 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 intends to rebrand the software with the name “CYBERSAFETY” or other name to be selected by management that properly “brands” the software. The Company has attracted a team of experienced, professional marketing personnel to market the CYBERSAFETY product. Although the Company does not intend to employ full time employees on a day-to-day basis, the Company intends to pursue marketing and selling the CYBERSAFETY software through consulting agreements between the Company and members of senior management.

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.

For the coming year we plan to test, develop and market the software products that are covered by the License. We plan to utilize the License to build software products that will allow parents to protect their children from predators, cyber bullies and pornography on the Internet.

We currently have extremely limited operating capital. There can be no assurance that funds required for us to commence operations will be available on terms acceptable to us or at all. Additional funding will be needed to meet our expense payment obligations and to fully market and develop the software that we have licensed. If we are unable to raise sufficient funds on terms acceptable to us, we may be unable to complete our business plan. If equity financing is available to us on acceptable terms, it could result in additional dilution to our shareholders.

Since we began implementing our current business model on July 1, 2008, we have accomplished the following milestones:

· Raised over $800,000 in equity financing.

· Recruited top industry marketing professionals.

· Paid $300,000 to acquire the License.

· Begun extensive website development necessary to support revenue operations

For the coming year we plan to test, develop and market the WebSafety Software Products.

Competitors

We compete directly and indirectly with other businesses, including the licensor. The major competitors for our software technology are those companies selling or licensing products that block or filter what is received on a computer. In many cases, these competitors are larger and more firmly established than we are. In addition, many of such competitors have greater marketing and development budgets and greater capital resources than our company.

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License Agreement

On June 30, 2008, we entered into the License Agreement pursuant to which we were granted the right to market and sell WQN’s WebSafety software products. As consideration for granting the License, we agreed to pay $300,000 and pay 35% of all revenue from the sales of the Licensed products to the licensor. We have the exclusive right for 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.

Employees

We do not have any full time employees at this time. Our Chief Executive Officer, President and Chief Financial Officer devote the amount of time that is currently necessary to administer the Company’s activities. Each of these officers devotes time to other activities and are not salaried by the Company. Our Chief Executive Officer is a practicing lawyer and is paid on an hourly basis for any legal work that he performs on behalf of the Company. Our President is an active marketing consultant and is paid for marketing services that are provided by her marketing agency.

Management’s Discussion and Analysis

Results of operations for the nine months ended September 30, 2008

We have generated minimal revenue from inception relating to our prior business. We incurred a net loss of $(205,866) for the nine months ended September 30, 2008, compared to a net loss of $(178,459) for the nine months ended September 30, 2007. The increase in net loss over the preceding period was primarily due to an increase in general and administrative expenses as well as the cost of operations. At September 30, 2008, we had positive working capital of $253,472 compared to negative working capital of $(29,094) at December 31, 2007. At September 30, 2008, our total assets were $656,779, which consisted primarily of cash and our License Agreement rights.

Liquidity and Capital Resources

We expect to continue incur operating losses and negative cash flows from operations. We have a limited amount of available cash and when viewed in conjunction with a continuation of operating losses, raises substantial doubt about our ability to continue as a going concern. Our ability to execute on our current business plan is dependent upon our ability to obtain equity financing, develop and market our product and generate revenue.

Contemplated Financing

We intend to raise capital through the private placement of approximately $1,200,000 in shares of our common stock. Once this capital is raised, we intend to secure additional capital to implement our business plan. We are seeking to raise this funding immediately, we may not be successful in doing so on terms acceptable to us, and the inability to raise capital very quickly would have a material adverse effect on our business and operations. To date we have raised $842,000 in equity funding.

Off-Balance Sheet Arrangements

As of September 30, 2008, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or cash flows.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Generally accepted accounting principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. We base our estimates on experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Our actual results may differ from those estimates.

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We consider our critical accounting policies to be those that involve significant uncertainties, require judgments or estimates that are more difficult for management to determine or that may produce materially different results when using different assumptions. We consider the following accounting policies to be critical:

Stock-Based Compensation

Statements of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)) and Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 107 (SAB 107) require the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. We have applied the provisions of SAB 107 in its adoption of SFAS 123(R).

Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 (SFAS 156). The provision of SFAS 156 are effective for fiscal years beginning after September 15, 2006. This statement was issued to simplify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. We do not believe the adoption of SFAS 156 will have a material impact on our financial position or results of operations.

In July 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. This statement is effective for fiscal years beginning December 15, 2006. We are currently in the process of evaluating the expected effect of FIN 48 on our results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are required to adopt the provision of SFAS 157, as applicable, beginning in fiscal year 2008. We are currently in the process of evaluating the expected effect of SFAS 157 on our results of operations and financial position.

Risk Factors

You should carefully consider and evaluate all of the information in this report, including the risk factors listed below. If any of these risks occur, our business, results of operations and financial condition could be harmed, the price of our common stock could decline, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements contained in this report.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

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 Promotions on Wheels Holdings and other matters. Statements in this report that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Such forward-looking statements, including, without limitation, those relating to the future business prospects, revenues and income of Promotions on Wheels Holdings, wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Promotions on Wheels Holdings 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 above and in the “Risk Factors” could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements:

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· our capital needs and ability to obtain financing,

· our ability to successfully research and develop marketable products,

· our ability to market and distribute our products,

· anticipated trends and conditions in the industry in which we operate,

· general economic conditions, and

· other risks and uncertainties as may be detailed from time to time in our public announcements and filings with the SEC.

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 the Company 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.

Item 3. Controls and Procedures

(a)  Evaluation of 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 September 30, 2008. Based on this evaluation, our chief executive officer and acting chief financial officer have concluded that, as of September 30, 2008, 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.

(b)  Changes in internal controls.

Our Certifying Officer has indicated that there were no changes in the assessment of our internal control that was conducted as of September 30, 2008.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1.A. Risk Factors

RISK FACTORS

The Company was organized during 2006, is at an early stage of operation and has no substantial revenue. The Company has recently ceased its operations in order to devote its full resources toward marketing, selling and distributing the CYBERSAFETY software products. The earliest date the Company anticipates receiving revenue from sales of the CYBERSAFETY software is during the second half of 2008. 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.

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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.

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.

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RISKS RELATED TO OUR COMMON STOCK

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

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 63% OF OUR STOCK IS CONTROLLED BY A SINGLE STOCKHOLDER WHO HAS THE ABILITY TO SUBSTANTIALLY INFLUENCE THE ELECTION OF DIRECTORS AND THE OUTCOME OF MATTERS SUBMITTED TO STOCKHOLDERS.

As of November 3, 2008, Texas Atlantic Capital Partners, LLC (“TAC”), a limited liability company whose managing member is a director of the Company, directly owns 14,200,000 shares, which represents approximately 63% of our 22,400,000 shares of outstanding common stock. As a result, TAC presently and is expected to continue to have the ability to determine the outcome of issues submitted to our stockholders. The interests of this stockholder may not always coincide with our interests or the interests of other stockholders, and it may act in a manner that advances its best interests and not necessarily those of other stockholders. One consequence of this substantial stockholder’s interest is that it may be difficult for investors to remove management of the Company. it could also deter unsolicited takeovers, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

INVESTORS’ INTERESTS IN OUR COMPANY WILL BE DILUTED AND INVESTORS MAY SUFFER DILUTION IN THEIR NET BOOK VALUE PER SHARE IF WE ISSUE ADDITIONAL SHARES OR RAISE FUNDS THROUGH THE SALE OF EQUITY SECURITIES.

In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change in our control.

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

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

WE WILL NEED ADDITIONAL FINANCING.

We will need additional financing to maintain and expand its business, and such financing may not be available on favorable terms, if at all. We intend to finance our business through the private placement and public offering of equity and debt securities. Additional financing may not be available on favorable terms, if at all. If we need funds and cannot raise them on acceptable terms, we may not be able to execute our business plan, an dour shareholders may lose substantially all of their investment.

TERRORIST ATTACKS, CONTINUED WAR OR OTHER CIVIL DISTURBANCES COULD LEAD TO FURTHER ECONOMIC INSTABILITY AND ADVERSELY AFFECT OUR BUSINESS

On September 11, 2001, the United States was the target of terrorist attacks of unprecedented scope. The United States is currently engaged in war with Iraq. These attacks and this war have caused instability in the marketplace and contributed to a downtown 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.

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Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1	License Agreement
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13e-14(a) Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 (b)  Reports on Form 8-K

 An 8-K was filed on July 21, 2008 and October 10, 2008.

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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:  November 18, 2008	By:	/s/ Rowland W. Day II
		Rowland W. Day II,
		Chief Executive Officer

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