OneMeta AI (ONEI) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended:  March 31, 2009

Or

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

Commission File No. 333-140378

BLINDSPOT ALERT, 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)

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.

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

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 the number of shares outstanding of each of the issuer's classes of common equity, as of March 31, 2009:

Class	Outstanding shares as of May 11, 2009
Common Stock, $0.001 par value	22,300,000

INDEX

	Page
PART 1-FINANCIAL INFORMATION
Item 1. Financial Statements	F-1
Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	F-1
Statements of Operations (unaudited) for the three months ended March 31, 2009 and March 31, 2008 and the period from inception (July 3, 2006) to March 31, 2009.	F-2
Statements of Cash Flows (unaudited) for the three months ended March 31, 2009 and March 31, 2008 and the period from inception (July 3, 2006) to March 31, 2009	F-3
Statement of Stockholders Equity (Deficit) from inception (July 3, 2006) to March 31, 2009	F-4
Notes to Financial Statements	F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4
Item 4. Control and Procedures	4
PART 11-OTHER INFORMATION	5
Item 1. Legal Proceedings	5
Item 1A. Risk Factors	5
Item 6. Exhibits	7
SIGNATURES	9

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BLINDSPOT ALERT, Inc.

Formerly Known as Promotions on Wheels Holdings, Inc.

A Development Stage Company

CONDENSED BALANCE SHEETS

	Unaudited
	March 31,			December 31,
	2009			2008
ASSETS
Current assets:
Cash	$	2,743		$	224,269
Prepaid expense					7,137
Total current assets		2,743			231,406
Property and Equipment
Software license and website development		501,523			450,963
Total property and equipment		501,523			450,963
Other Assets- Option to acquire		-			95,000
	$	504,266		$	777,369
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Advance from shareholder		2,535		$	1,104
Accounts payable		59,247			37,116
Accrued expense		1,975			56
Lease payable					-
Total current liabilities		63,757			38,276
Stockholders' equity:
Preferred stock; $.001 par value, 5,000,000 shares authorized, 4,230,002 and 3,833,335 shares issued and outstanding respectively		4,230			3,832
Common stock; $.001 par value, 70,000,000 shares authorized, 22,300,000 shares issued and outstanding, respectively		22,300			22,300
Subscription receivable		-			(200	)
Additional paid in capital		1,476,571			1,357,968
Deficit accumulated during development stage		(1,062,592	)		(644,807	)
Total stockholders' equity		440,509			739,093
	$	504,266		$	777,369

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

F-1

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

A Development Stage Company

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2009, 2008 and the period

from inception July 3, 2006 to March 31, 2009 and December 31, 2008

							July 3, 2006
	Unaudited						(Date of inception)
	For The Three Months Ended March 31						to
	2009			2008			March 31, 2009
Revenue	$	-		$	-		$	231,536
Operating expenses:
Cost of Operations		-			5,757			125,030
General and administrative expenses		172,785			14,046			916,201
Depreciation and amortization expense		-			-			3,478
Total operating expenses		172,785			19,803			1,044,709
(Loss) from operations		(172,785	)		(19,803	)		(813,173	)
Other income (expense):
Interest income		-			-			109
Loss on option expiration		(245,000	)		-			(245,000	)
Loss on sale of equipment		-			(5,216	)		(5,216	)
Other income		-			6,000			6,000
Interest expense		-			(21	)		(5,312	)
Total other income (expense)		(245,000	)		763			(249,419	)
(Loss) before provision for income taxes		(417,785	)		(19,040	)		(1,062,592	)
Provision for income taxes		-			-			-
Net (loss)	$	(417,785	)	$	(19,040	)	$	(1,062,592	)
Basic and diluted loss per share	$	(0.019	)	$	(0.001	)	$	(0.036	)
Basic and diluted weighted average common shares outstanding		22,300,000			37,000,000			29,155,820

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

F-2

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

A Development Stage Company

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months  Ended March 31, 2009, 2008 and the period from

inception, July 3, 2006 to March 31, 2009

							July 3, 2006
	Unaudited						(Date of inception)
	Three Months Ended March 31,						to
	2009			2008			March 31, 2009
Operating activities:
Net loss	$	(417,785	)	$	(19,040	)	$	(1,062,592	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		-			-			3,478
Stock issued for services		-			-			32,400
Loss on sale of equipment		-			5,216			5,216
Changes in operating assets and liabilities:
Decrease in accounts receivable		-			-			-
Decrease in prepaid expense		7,137			-			-
Decrease in subscriptions receivable		200			-			-
Decrease in advance to shareholder					-			-
Increase(decrease) in advance from shareholder		1,431			-			(17,465	)
Increase in accounts payable		22,131			-			59,247
(Decrease) in lease payable					(6,000	)		-
Increase in accrued expense		1,919			12,891			1,975
Net cash (used in) operating activities		(384,967	)		(6,933	)		(977,741	)
Investing activities:
Purchase of long term assets- net		50,560			-			(505,444	)
Investment in option to acquire		150,000						(245,000	)
Charge off of option to acquire		(245,000	)					245,000
Advance to/from shareholder					1,592
Net cash (used in) investing activities		(44,440	)		1,592			(505,444	)
Financing activities:
Proceeds from borrowing		-			-			20,000
Proceeds from sale of equipment		-			5,027			5,026
Proceeds from cancellation of advance from shareholder		-			-			25,000
Proceeds from stock sales		119,001			-			1,435,902
Net cash provided by financing activities		119,001			5,027			1,485,928
Net changes in cash		(221,526	)		(314	)		2,743
Cash, beginning of period		224,269			314			-
Cash, end of period	$	2,743		$	-		$	2,743
Non Cash Investing and Financing Activities:
Issuance of common stock for services	$	-		$	-		$	32,400
Common stock issued for equipment	$	-		$	-		$	9,800

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

F-3

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

A Development Stage Company

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the quarter ended March 31, 2009 and the period from

inception July 3, 2006

																Accumulated
																(Deficit)
														Additional		during			Total
	Preferred Stock				Common Stock						Subscription			Paid-in		development			Stockholders'
	Shares		Amount		Shares			Amount			Receivable			Capital		stage			Equity (Deficit)
Balance at July 3, 2006  (Date of Inception)		-		-		-			-						-		-			-
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		-		-		-			-						-		(19,057	)		(19,057	)
Balances December 31, 2006		-		-		2,000,000			2,000						17,800		(19,057	)		743
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	)
Balances  December 31, 2007		-		-		37,000,000			37,000						151,300		(207,151	)		(18,851	)
Issuance of preferred stock for cash
June 20, 2008 six issuances t $0.30		2,083,336		2,083											622,917					625,000
July 2, 2008 one issuance at $0.30		666,667		667											199,333					200,000
November 6, 2008 one issuance at$0.30		333,333		333											99,667					100,000
November 13, 2008 one issuance at$0.30		83,333		83											24,917					25,000
December 17, 2008 two issuances at $0.30		666,666		666											199,334					200,000
															-					-
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
July 11, 2008 one issuance at $0.001 for services						2,400,000			2,400											2,400
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
December 5, 2008 one issuance at $0.001						200,000			200			(200	)		-					-
Cancellation of common  stock
June 20, 2008 cancellation						(35,500,000	)		(35,500	)					35,500					-
Voluntary conversion of shareholder advance to paid in capital															25,000					25,000
Net loss for the period ended December 31, 2008																	(437,656	)		(437,656	)
Balances  December 31, 2008		3,833,335	$	3,832		22,300,000		$	22,300		$	(200	)	$	1,357,968	$	(644,807	)	$	739,093
Subscription receivable paid												200								200
Issuance of preferred stock for cash
February 19, 2009 one issuance at $0.001		56,667		58											16,943					17,001
February 24, 2009 one issuance at $0.001		40,000		40											11,960					12,000
March 2, 2009 four issuances at $0.001		300,000		300											89,700					90,000
Net loss for the period ended March 31, 2009																	(417,785	)		(417,785	)
Balances  March 31, 2009		4,230,002	$	4,230		22,300,000		$	22,300		$	-		$	1,476,571	$	(1,062,592	)	$	440,509

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

F-4

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

 (A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2009

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 March 31, 2009, 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, 2008 audited financial statements.  The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the operating results that can be anticipated for a complete operating period.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred cumulative net losses of approximately $1,062,592 from the period of July 3, 2006 (Inception) through March 31, 2009 and has used significant cash in support of its operating activities raising substantial doubt about the Company’s ability to continue as a going concern.  The Company in 2009 has raised additional capital and will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan.  The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3. 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. 

Note 4. Property and Equipment

Property and equipment consist of the following at March 31, 2009:

Software Licensing*	$	300,000
Web Site Development		201,523
Total	$	501,523

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

F-5

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

 (A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2009

Note 5. Option to acquire and expiration

In November 2008 the Company entered into an option agreement with Auburg Adams LLC (AA) a Texas limited liability company to acquire certain software licensing rights it had contracted for pursuant to a licensing agreement entered into with Essential Security Software, Inc. the developer. The option would have allowed the Company to secure the rights of Auburg Adams once a payment of $270,000 has been made. Any payments made pursuant to the terms of the option to acquire were to be credited to the overall price of the licensing had the option been exercised. The rights that Auburg Adams has been granted are for the marketing and sales of software that provides for total digital rights management  enabling users to exercise complete control over email transmissions and any attachments related to those transmissions to include restriction of forwarding and timed removal from a recipient computer.  This licensing was to be for an initial five- year period and would be automatically renewable for periods thereafter. The overall cost for the rights is $270,000.

The option expired on April 1, 2009 without the final payment of $25,000 being made or the option being renewed or extended notwithstanding the April 1, 2009 expiration date of the original option. The accounting treatment is in recognition of the substance of the occurrence.

Management remains in discussion with principals of Auberg Adams and ESS.

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

Note 6. Ownership change

On June 30, 2008 Texas Atlantic Capital Partners, LLC obtained control of our company by acquiring 13,200,000 shares of stock , 72% of the then outstanding common stock. Coincidental with this acquisition a cancellation of 35,500,000 shares of previously issued common stock was completed pursuant to the terms of the share acquisition agreement. At March 31, 2009 Texas Atlantic owns 62.78% of the common shares outstanding, the reduction due principally to additional issuances since June 2008.

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. Through March 31, 2009 4,230,000 preferred shares had been sold for $1,269,000 pursuant to this offering. Each preferred share may be converted into 1.25 common shares.

Note 7. Stock Issuances

During the three month period ended March 31, 2009 we had the following preferred stock issuances.

Preferred Stock- All issuances were for cash at $0.30 per share
Date	Number of Shares		Value
February 2009		96,667	$	29,001
March 2009		300,000		90,000
Total Preferred Issuances		396,667	$	119,001

Note 8. Related party transactions

In the aggregate, during the three month period ended March 31, 2009, the Company paid to related parties $93,287 for consulting, legal and marketing services as reflected below.

Paid To	Consulting		Legal Services		Marketing
Texas Atlantic Capital Partners LLC	$	25,000
Rowland W. Day II			$	23,287
Robertson Schwartz Agency					$	45,000

F-6

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

 (A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2009

Texas Atlantic Capital Partners LLC (TA), Rowland W. Day II and Rusty Robertson are affiliates in that TA is a more than 10% shareholder in the Company, Mr. Day is its CEO and Rusty Robertson is its President and a principal in Robertson Schwartz Agency. Mr. Day and Ms. Robertson are a member of Blindspot Alert’s Board of Directors.

The services that were provided are outlined below.

Consulting- Consulting services consisted of the coordination of web design and marketing efforts aimed at product launch to include the evaluation of the appropriate merchant service agencies to be used as well as working with management relating to general corporate matters associated with business plan implementation.

Legal- Rowland Day is the Company’s legal counsel.

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

Note 9. Facilities

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

Note 10. Newly issued pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted 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.

 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.

F-7

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

 (A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2009

 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.

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.

F-8

BLINDSPOT ALERT, INC.

Formerly Known as Promotions on Wheels Holdings, Inc.

 (A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2009

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.

F-9

Item 2. Management’s Discussion and Analysis and Plan of Operations

FORWARD LOOKING STATEMENTS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and the other financial information included in this report.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management, markets for stock of Blindspot Alert, Inc., and other matters. Statements in this report that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the 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 Blindspot Alert, Inc., wherever they occur, are necessarily estimates reflecting the best judgment of the senior management of Blindspot Alert, Inc. on the date on which they were made, or if no date is stated, as of the date of this report. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors” described below, that may affect the operations, performance, development, and results of our business. Because the factors discussed in this report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Plan of Operation

BlindSpot Alert, Inc. (BSA), a development stage company, formerly known as Promotions on Wheels Holdings, Inc., commenced a corporate redirection in June 2008 with the objective of marketing and selling through the internet a range of software applications and services for computers and cell phones that allow parents or other caregivers to monitor and be notified of occurrences of predator advances, cyber bullying and pornography received on children’s computers. The cell phone application would also restrict text messaging while driving and provide location information to parents using GPS technology. In June 2008 we acquired for $300,000 a world wide non exclusive license that permits the Company to sell the proprietary software that identifies the threats from predators, cyber bullies and transmitters of pornography. The license also allows for selective exclusivity within certain markets.

Management believes that our products are a timely solution to the dangers that come with the unprecedented access to information and people that the internet and cell phones provide.

From June 2008 through March 31, 2009 we have refined our website and we intend to commence revenue activity in the third quarter of 2009.  We also intend to market our products and services through relationships developed with “trusted” sources consisting child protection advocacy groups including church, school and civic organizations. We intend to also explore opportunities to enter into strategic revenue sharing partnerships with companies having synergy with our products.  These partners may include auto insurers and cell phone manufacturers.

In November 2008 we executed an option to acquire licensing rights to software that provides digital rights management to email and other data transmitted over the internet. We had intended to begin selling this proprietary software in 2009, however, the option to acquire the rights expired on April 1, 2009 and an expense in the amount of $245,000 was recorded as of March 31, 2009 to reflect the substance of the expiration as of that date.

In the quarter ended March 31, 2009 we raised $119,000 in new equity funding through the sale of preferred stock, the proceeds of which are being used to implement BSA’s plan of operations. Cumulatively through March 31, 2009 we raised $1,289,800 through the sale of its common and preferred stock. This funding has been utilized in the furtherance of our plan of operations. Future funding is intended to be used in the commercialization process.

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Results of Operations

Three month period ended March 31, 2009 compared to March 31, 2008

For the quarter ended March 31, 2009 we sustained a net operating loss of $417,785, including the one time charge of $245,000 for an option expiration as compared to a loss of $19,040 for the same three month period ended March 31, 2008. From inception in July 2006 through March 31, 2009, the Company has generated a total of $1,062,592 in net operating losses.

General and administrative costs totaled $172,785 for the quarter ended March 31, 2009 as compared to $14,046 for the same quarter in 2008 reflecting increased disbursements in 2009 for marketing, legal and other costs relating to the implementation of the operating plan.

We intend to become fully operational in late 2009.

Liquidity

Through March 31, 2009 the Company had raised $1,289,800 in new equity to support planned operations in 2009 and beyond, Additional capital will be required. In that regard it is management’s intent to continue fund raising efforts to generate the capital required to support expanding operations.  There can be no assurance that we will be able to raise any more additional capital on terms that are beneficial to us.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer/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 report (March 31, 2009), 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/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/Chief Financial Officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. Our Chief Executive Officer/Chief Financial Officer has concluded that the financial statements included in this report 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.

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Changes in Internal Control

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Risk Factors

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 licensed software products.  The earliest date the Company anticipates receiving revenue from sales of the licensed software is during the second half of 2009.  The Company will need to generate significant revenues to overcome an accumulated deficit and obtain profitability. The Company may never achieve profitability. If revenues grow more slowly than anticipated, or if operating expenses exceed expectations the Company’s business, results of operations, and financial condition could be materially adversely affected.

RISKS RELATING TO OUR BUSINESS

THE COMPANY HAS A LIMITED OPERATING HISTORY AND FACES SIGNIFICANT RISKS AND CHALLENGES IN BUILDING THE  BUSINESS

As a result of the Company’s limited operating history, to achieve profitability, the Company must successfully and timely market and sell the CYBERSAFETY software. Although the Company has very concrete and specific marketing and sales programs to be implemented, the Company cannot guarantee the success of such programs and alternately, more expensive marketing and sales programs may need to be implemented.  Additionally, although the Company believes that a strong market exists for the CYBERSAFETY software, the Company has conducted no scientific, reliable market surveys but has only performed its own research and due diligence to ascertain the security concerns of parents and others responsible for the safety of children.  A more scientific analysis could prove that no market exists for the CYBERSAFETY software that the Company intends to market and sell; or, if the market exits, the Company may not be able to reach the market with the Company’s limited financial resources and marketing budget. There can be no assurance that the Company will be able to successfully generate revenues.  The Company has no significant historical basis to assess how it might respond to competitive, economic, regulatory, or technological challenges.  The Company’s business must be considered in light of the risks and uncertainties frequently encountered by companies in the very early stages of development, particularly companies that operate in new and rapidly developing industries and marketplaces.  The Company’s failure to adequately address these risks and uncertainties and rapidly respond to adverse developments as they occur could materially impact the Company’s ability to achieve profitability and, if profitability is achieved, to sustain a level of operations that will cause profitability to be sustained.  Although the Company intends to hire numerous people to implement the business of the Company, there is no assurance that the Company will hire the right people or that future changes will not have to be made to find the right people to implement the Company’s business strategy.  There is no assurance that the Company’s business strategy or marketing plans will achieve success.

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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.

RISKS RELATED TO OUR COMMON STOCK

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

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

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

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

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OVER 62.78 % 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 14,000,000 shares, which represents approximately 62.78% of our 22,300,000 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 downturn in the global economy.  In the future, there may be armed hostilities, continued war, further acts of terrorism and civil disturbances in the United States or elsewhere, which may further contribute to economic instability in the United States. Additionally, such disturbances could have a material adverse effect on our business, financial condition and operating results.

Item 6. Exhibits

No.  Description of Exhibit

31.1  Rule 13a-14(a) Certification of Chief Executive Officer

31.2  Rule 13e-14(a) Certification of Chief Financial Officer

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32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of theSarbanes-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 theSarbanes-Oxley Act of 2002

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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.

	BLINDSPOT ALERT, INC.
Date:  May 13, 2009	By:	/s/ Rowland W. Day II
		Rowland W. Day II,
		Chief Executive Officer

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