*Table
            of Contents*





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934:


For
      the
      fiscal year ending December 31, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934:


For
      the
      transition period from ___________ to ___________.





Commission
      file number: 333-147629





**MAJIC
      WHEELS CORP.**


(Name
      of
      small business issuer in its charter)





Delaware
            
            98-0533882(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)




c/o
      Benny
      Resheff


28
      Rembrandt St.


Tel
      Aviv,
      Israel


Phone
      number: 972-(3) 5759001


Fax
      number: 972-(3) 5759006


(Address
      of Principal executive offices) (Zip Code)





Issuer’s
      telephone number: 972-(3)
      5759001


_______________





Securities
      registered under Section 12(b) of the “Exchange Act”


Common
      Share, Par Value, $.0001


(Title
      of
      each Class)





Securities
      registered under Section 12(g) of the Exchange Act: None





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-K is not contained in this form, and no disclosure will be
      contained, to the best of Registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part II of this Form 10-KSB
      or any amendment to this Form 10-KSB.  x





The
      issuer’s revenues for its most recent fiscal year (2007): $0.00.




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


Yes
xNo
      o




The
      number of shares of Common Stock outstanding, as of March 7, 2008 was:
      8,000,000





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







*Table
        of Contents*


**MAJIC
      WHEELS CORP.**


**and
      SUBSIDIARIES**


**ANNUAL
      REPORT ON FORM 10-KSB**





**For
      Fiscal Year Ended December 31, 2006**




**INDEX**


Page
                  NoPART
                  I
              
              1ITEM
                  1.
              Description
                  of Business
              1ITEM
                  2.
              Description
                  of Property
              12ITEM
                  3.
              Legal
                  Proceedings
              12ITEM
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              13PART
                  II
              
              13ITEM
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              13ITEM
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              14ITEM
                  7.
              Financial
                  Statement
              F-1ITEM
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting
                  and Financial Disclosure
              19ITEM 8A.
              Controls
                  and Procedures
              19PART
                  III
              
              20ITEM
                  9.
              Directors,
                  Executive Officers, Promoters, and Control
                  Persons; Compliance with Section 16(a) of the Exchange
                  Act
              20ITEM
                  10.
              Executive
                  Compensation
              22ITEM
                  11.
              Security
                  Ownership of Certain Beneficial Owners and
                  Management
              23ITEM
                  12.
              Certain
                  Relationships and Related Transactions
              24ITEM
                  13.
              Exhibits
              25ITEM
                  14.
              Principal
                  Accounting Fees and Services
              25Signatures
              26




*Table
          of Contents*




**Majic
        Wheels Corp. and Subsidiaries**
 
 **Part
        I**


**Item
      1.****Description of Business**





**FORWARD
      LOOKING STATEMENTS**





Because
      we want to provide investors with more meaningful and useful information, this
      Annual Report on Form 10-KSB (“Form 10-KSB”) contains, and incorporates by
      reference, certain forward-looking statements that reflect our current
      expectations regarding its future results of operations, performance and
      achievements. We have tried, wherever possible, to identify these
      forward-looking statements by using words such as “anticipates,” “believes,”
“estimates,” “expects,” “designs,” “plans,” “intends,” “looks,” “may,” and
      similar expressions. These statements reflect our current beliefs and are based
      on information currently available to us. Accordingly, these statements are
      subject to certain risks, uncertainties and contingencies, including the factors
      set forth herein, which could cause our actual results, performance or
      achievements for 2006 and beyond to differ materially from those expressed
      in,
      or implied by, any of these statements. You should not place undue reliance
      on
      any forward-looking statements. Except as otherwise required by federal
      securities laws, we undertake no obligation to release publicly the results
      of
      any revisions to any such forward-looking statements that may be made to reflect
      events or circumstances after the date of this prospectus or to reflect the
      occurrence of unanticipated events.





**OVERVIEW**





**OUR
      COMPANY**




We
      were
      incorporated in Delaware on March 15, 2007, and are a development stage company.
      We plan on developing, manufacturing and marketing a radio-controlled toy
      vehicle capable of climbing inclined and vertical surfaces (the “Product”). We
      do not currently have a working prototype of our Product, but intend to create
      one by the end of the second quarter of 2008. Subsequently, we plan to engage
      an
      independent manufacturer to manufacture our Product at low cost. Our current
      expectation is that the Product will be manufactured in China, which offers
      the
      most cost-effective manufacturing option. We plan to generate revenue by
      engaging marketing companies to introduce the Product to large wholesale toy
      companies in China and the United States. We also plan to market our Product
      and
      generate revenues through internet distributors of children toys. We expect
      that
      the Product's retail price to the consumer will be between $50 and
      $60.





On
      June
      21, 2007, we entered into an exclusive worldwide patent licensing agreement
      (the
      "Patent Licensing Agreement") with Michael Taft, the original inventor, in
      relation to a patented technology (IL Patent Number: 148794 and PCT/IL06/00498)
      ("Patented Technology") that we plan on using to create the Product in exchange
      for a commitment to pay Mr. Taft 4.5% of gross sales proceeds from sales of
      units of the Product, payable within 30 days of the end of each
      quarter.





On
      June
      20, 2007, we entered into an agreement with Idea Plus Ltd. and Global Sourcing
      and Marketing LLC to acquire the sub-licensing and marketing rights previously
      granted to these entities by Mr. Taft in exchange for the payment of $60,000
      payable by December 31, 2007 (the “Marketing Rights Agreement”). The Marketing
      Rights Agreement was amended on December 26, 2007 to extend the payment
      obligation to June 30, 2008. The Marketing Rights Agreement also entitles Global
      Sourcing and Marketing LLC to purchase 100,000 units of the Product per year
      per
      year at cost plus fifteen percent (excluding any value added taxes) for a period
      of five years from June 30, 2007. The initial term of the Marketing Rights
      Agreement is for five years from June 21, 2007, and can be extended at the
      option of the Company for an additional five year term. As of September 30,
      2007, we have paid $10,000 in connection with the Marketing Rights
      Agreement, with the remaining $50,000 due on June 30, 2008.





1
 *Table
          of Contents*




Our
      principal offices are located at 28 Rembrandt St., Tel Aviv, Israel. Our
      telephone number is 972-(3)5759001. Our registered office in Delaware is located
      at c/o Delaware Intercorp, Inc., 113 Barksdale Professional Center, Newark,
      DE
      19711, and our registered agent is Delaware Intercorp, Inc. All references
      to
      "we," "us," "our," or similar terms used in this prospectus refer to Majic
      Wheels Corporation. Our fiscal year end is December 31.




**RISKS
      RELATING TO OUR COMPANY**




**We
      are a development stage company with no operating history and may never be
      able
      to carry out our business plan or achieve any revenues or profitability; at
      this
      stage of our business, even with our good faith efforts, potential investors
      have a high probability of losing their entire investment.**


We
      are
      subject to all of the risks inherent in the establishment of a new business
      enterprise. We were established on March 15, 2007, for the purpose of engaging
      in the development, manufacture, and sale of a radio-controlled toy vehicle
      which uses a patented technology that allows the vehicle to climb inclined
      and
      vertical surfaces. We have not generated any revenues nor have we realized
      a
      profit from our operations to date, and there is little likelihood that we
      will
      generate any revenues or realize any profits in the short term. Any
      profitability in the future from our business will be dependent upon the
      successful development of a prototype of our radio-controlled toy vehicle,
      which
      itself is subject to numerous industry-related risk factors as set forth herein.
      We may not be able to successfully carry out our business. There can be no
      assurance that we will ever achieve any revenues or profitability. Accordingly,
      our prospects must be considered in light of the risks, expenses, and
      difficulties frequently encountered in establishing a new business in the toy
      industry, and our Company is a highly speculative venture involving significant
      financial risk.





**We
      expect to incur operating losses in the next 12 months because we have no
      plan to generate revenues unless and until we successfully develop a valid
      prototype of our radio-controlled toy vehicle.**


We
      have
      never generated revenues. We intend to engage in the manufacture and
      distribution of a radio-controlled toy vehicle. We own the right to exploit
      the
      technology and patent for a radio-controlled toy vehicle. However, our
      radio-controlled toy vehicle is not currently available for sale. We intend
      to
      develop a fully workable prototype, which can then be used to develop and
      manufacture the actual product. We will rely on third parties to develop
      workable prototypes and to work with us to manufacture the product. We expect
      to
      incur operating losses over the next 12 months because we have no source of
      revenues unless and until we are successful in developing a workable prototype
      of our radio-controlled toy vehicle. We cannot guarantee that we will ever
      be
      successful in developing a workable prototype or in generating revenues in
      the
      future. We recognize that if we are unable to generate revenues, we will not
      be
      able to earn profits or continue operations. We can provide investors with
      no
      assurance that we will generate any operating revenues or ever achieve
      profitable operations.




2
 *Table
          of Contents*





**If
      we are unable to obtain funding for development of a valid prototype, and/or
      pay
      for the final sub-license acquisition payment we will have to delay development
      of our valid prototype and/or go change our line of business, which could result
      in the loss of your total investment.**


We
      intend
      to use $50,000 of the potential $160,000 to be raised in this offering to make
      the remaining payments due to Global Sourcing and Marketing LLC pursuant to
      the
      Marketing Rights Agreement. As such, if we are unable to raise at least $96,000,
      we will not have the funds necessary to complete payment of the remaining fees
      due pursuant to the Marketing Rights Agreement, nor to engage a manufacturing
      company to work with us to produce a working prototype. If we raise only
      $96,000, we believe that we will have funds available to reach the basic goals
      of our business plan; however, we believe we will need an additional $64,000
      in
      order to bring the product to market on a full-scale basis. Since there are
      no
      refunds on the shares sold in this offering, if any, you may be investing in
      a
      company that will not have the funds necessary to commence
      operations.





We
      may
      need to raise additional capital in the future in order to execute our business
      plan and fund the development and commercialization of our
      Product.





We may
      need to finance future cash needs through public or private equity offerings
      or
      debt financings.  To the extent that we raise additional funds by
      issuing equity securities, our stockholders may experience additional dilution,
      and debt financing, if available, may involve restrictive
      covenants.   We cannot be certain that additional funding will be
      available on acceptable terms, or at all.  If adequate funds are not
      available from the foregoing sources, we may be required to delay, reduce the
      scope of, or eliminate one or more of our development programs or curtail some
      of our commercialization efforts.




**Delay
      in our payment to Global Sourcing and Marketing LLC pursuant to the Marketing
      Rights Agreement may result in termination of the Marketing Rights Agreement
      and
      the reinstatement of the previous agreement which granted Global Sourcing and
      Marketing LLC an exclusive, worldwide, perpetual license to the patented
      invention to be used in our proposed product. If the Marketing Rights Agreement
      is terminated, we may not be able to develop and market our
      product.**


Our
      success is dependent upon our development and sale of a radio-controlled toy
      vehicle that is based on patented technology previously sub-licensed to Global
      Sourcing and Marketing LLC and Idea Plus Ltd. Pursuant to the terms of the
      Marketing Rights Agreement, we have made the first two installment payments
      due
      to Global Sourcing and Marketing LLC. According to the amended Marketing Rights
      Agreement dated December 26, 2007, if we do not transfer the final installment
      payment of $50,000 by June 30, 2008, Global Sourcing and Marketing LLC may
      terminate the Marketing Rights Agreement and such termination could force us
      to
      cease operations.





**We
      may be required to pay liquidated damages or forfeit our right to continue
      to
      use the underlying patent for our Product if we are unable to meet certain
      sales
      quotas set forth in the agreement.**


An
      important part of our business involved obtaining a patent license to use a
      registered patent to produce our radio controlled toy vehicle. The Patent
      Licensing Agreement we entered into to obtain these rights requires us to pay
      minimum royalties and such minimum amounts may be greater than what we are
      ultimately able to realize from actual sales of our Product. Pursuant to the
      terms of the agreement, failure to meet certain sales quotas could result in
      either the forfeiture of our rights pursuant to the agreement, or our paying
      significant shortfall amounts as liquidated damages. Our financial condition
      and
      results of operations could be significantly harmed if we are unable to achieve
      the minimum sales quotas set forth in the Patent License
      Agreement.




**We
      do not have sufficient cash to fund our operating expenses for the next 12
      months, and we will require additional funds through the sale of our common
      stock, which requires favorable market conditions and interest in our activities
      by investors. We may not be able to sell our common stock and funding may not
      be
      available for continued operations.**




3
 *Table
          of Contents*




There
      is
      not enough cash on hand to fund our administrative expenses and operating
      expenses or our proposed research and development program for the next 12
      months. In addition, we will require substantial additional capital following
      the development of a valid workable prototype for our radio-controlled toy
      vehicle in order to market, arrange for the manufacturing of, and sell our
      product. Because we do not expect to have any cash flow from operations within
      the next 12 months, we will need to raise additional capital, which may be
      in
      the form of loans from current stockholders and/or from public and private
      equity offerings. Our ability to access capital will depend on our success
      in
      implementing our business plan. It will also depend upon the status of the
      capital markets at the time such capital is sought. Should sufficient capital
      not be available, the implementation of our business plan could be delayed
      and,
      accordingly, the implementation of our business strategy would be adversely
      affected. If we are unable to raise additional funds in the future, we may
      have
      to cease all substantive operations. In such event it would not be likely that
      investors would obtain a profitable return on their investment or a return
      of
      their investment at all.




**Our
      registered independent auditors have expressed substantial doubt about our
      ability to continue as a going concern, and if we do not raise at least $96,000
      from our offering, we may have to suspend or cease operations within 12
      months.**


Our audited
      financial statements for the period from March 15, 2007, through September
      30,
      2007, were prepared using the assumption that we will continue our operations
      as
      a going concern. We were incorporated on March 15, 2007, and do not have a
      history of earnings. As a result, our independent accountants in their audit
      report have expressed substantial doubt about our ability to continue as a
      going
      concern. Continued operations are dependent on our ability to complete equity
      or
      debt financing activities or to generate profitable operations. Such capital
      formation activities may not be available or may not be available on reasonable
      terms. Our financial statements do not include any adjustments that may result
      from the outcome of this uncertainty. We believe that if we do not raise at
      least $96,000 from our offering, we may have to suspend or cease operations
      within 12 months.   Therefore, we may be unable to continue operations in
      the future as a going concern. If we cannot continue as a viable entity, our
      stockholders may lose some or all of their investment in the
      Company.





**We
      have no track record that would provide a basis for assessing our ability to
      conduct successful business activities. We may not be successful in carrying
      out
      our business objectives.**


The
      revenue and income potential of our proposed business and operations are
      unproven as the lack of operating history makes it difficult to evaluate the
      future prospects of our business. There is nothing at this time on which to
      base
      an assumption that our business operations will prove to be successful or that
      we will ever be able to operate profitably. Accordingly, we have no track record
      of successful business activities, strategic decision-making by management,
      fund-raising ability, and other factors that would allow an investor to assess
      the likelihood that we will be successful in developing a valid workable
      prototype of our product and thereafter making it available for sale. There
      is a
      substantial risk that we will not be successful in implementing our business
      plan, or if initially successful, in thereafter generating any operating
      revenues or in achieving profitable operations.





**Because
      we are not making provisions for a refund to investors, you may lose your entire
      investment.**


Even
      though our business plan is based upon the complete subscription of the shares
      offered through this offering, the offering makes no provisions for refund
      to an
      investor. We will utilize all amounts received from newly issued common stock
      purchased through this offering even if the amount obtained through this
      offering is not sufficient to enable us to go forward with our planned
      operations. Any funds received from the sale of newly issued stock will be
      placed into our corporate bank account. We do not intend to escrow any funds
      received through this offering. Once funds are received as the result of a
      completed sale of common stock being issued by us, those funds will be placed
      into our corporate bank account and may be used at the discretion of
      management.




4
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          of Contents*





**As
      a development stage company, we may experience substantial cost overruns in
      manufacturing and**  **marketing
      our product, and we may not have sufficient capital to successfully complete
      the
      development and**  **marketing
      of our product** .


We
      may
      experience substantial cost overruns in manufacturing and marketing our product,
      and may not have sufficient capital to successfully complete our project. We
      may
      not be able to manufacture or market our product because of industry conditions,
      general economic conditions, and/or competition from potential manufacturers
      and
      distributors. In addition, the commercial success of any product is often
      dependent upon factors beyond the control of the company attempting to market
      the product, including, but not limited to, market acceptance of the product
      and
      whether or not third parties promote the products through prominent marketing
      channels and/or other methods of promotion.




**We
      will rely on third parties to develop a prototype and to manufacture our
      proposed product** .


We
      will
      rely on third parties to develop a prototype. We intend to work with Chinese
      manufactures to manufacture the Product. If we are unable to enter into
      manufacturing or distribution agreements, or if our manufacturing and
      distribution agreements are not satisfactory, we may not be able to develop
      or
      commercialize our product as planned. In addition, we may not be able to
      contract with third parties to manufacture our product in an economical manner.
      Furthermore, third-party manufacturers may not adequately perform their
      obligations, which may impair our competitive position. If a manufacturer fails
      to perform, we could experience significant time delays or we may be unable
      to
      commercialize or continue to market our radio-controlled toy vehicle, which
      would result in losses of sales and goodwill.





**We
      intend to manufacture our Product in China despite recent high profile recalls
      of toys manufactured in China. If our**  **Product**  **is
      subject to a recall, we would incur added costs and our reputation would be
      severely harmed, which could cause our**  **business
      to fail.**


We
      intend
      to sell our Product in markets subject to regulation by the Consumer Product
      Safety Commission and similar state and international regulatory authorities,
      and our Products could be subject to involuntary recalls and other actions
      by
      these authorities. We intend to manufacture our Product in China. If the
      manufacturers with whom we contract to produce our Product fail to meet the
      required quality and safety standards promulgated by Consumer Product Safety
      Commission and other regulatory authorities, our Product may be subject to
      recall. In addition, defects or errors in our Product may be discovered after
      its production and sale to customers. These defects or errors could result
      in
      the rejection of our Product by customers, damage to our reputation, lost sales,
      diverted development resources and increased customer service and support costs,
      any of which could harm our business or cause our business to fail.




**We
      are a small company with limited resources compared to some of our current
      and
      potential competitors**  **and
      we may not be able to compete effectively and increase market
      share.**


The
      toy
      industry is highly competitive. Most of our current and potential competitors
      have longer operating histories, significantly greater resources and name
      recognition, and a larger base of distributors and customers than we have.
      As a
      result, these competitors have greater name credibility with our potential
      distributors and customers. Our competitors also may be able to adopt more
      aggressive pricing policies and devote greater resources to the development,
      promotion, and sale of their products and services than we can to ours. To
      be
      competitive, we must continue to invest significant resources in research and
      development, sales and marketing, and customer support. We may not have
      sufficient resources to make these investments or to develop the technological
      advances necessary to be competitive, which in turn will cause our business
      to
      suffer and restrict our profitability potential.




5
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          of Contents*





**Our
      success depends on third party distribution channels.**


We
      intend
      to sell our product ourselves and through a series of resellers and
      distributors. Our future revenue growth will depend in large part on sales
      of
      our product through these relationships. We may not be successful in developing
      distribution relationships. Entities that distribute our product may compete
      with us. In addition, these distributors may not dedicate sufficient resources
      or give sufficient priority to selling our product. Our failure to develop
      distribution channels, the loss of a distribution relationship, or a decline
      in
      the efforts of a material reseller or distributor could prevent us from
      generating sufficient revenues to become profitable.





**Changing
      consumer preferences may negatively impact our business**


The
      Company's success is dependent upon the appeal of its toy product. Consumer
      preferences with respect to toy products are continuously changing and are
      difficult to predict As a result of changing consumer preferences, many toys
      are
      successfully marketed for only one or two years, if at all. We cannot assure
      you
      that our product will achieve customer acceptance or will continue to be popular
      with consumers for any significant period of time, or that our products
      will achieve an acceptable degree of market acceptance, or that if such
      acceptance is achieved, it will be maintained for any significant period of
      time. Our success is dependent upon our ability to develop, introduce, and
      gain
      customer acceptance of the Company’s toy product. The failure of our product to
      achieve and sustain market acceptance and to produce acceptable margins could
      have a material adverse effect on our financial condition and results of
      operations





**Seasonality
      of toy sales.**


The
      Company expects to experience significant fluctuations in its future quarterly
      operating results due to a variety of factors that are outside the Company's
      control, including the seasonality of toy sales and economic conditions specific
      to the toy industry. Sales in the traditional toy industry are significantly
      higher in the fourth calendar quarter of each year (due to the December holiday
      season) than in the preceding three quarters. This means that the Company’s
      results may suffer in future non-holiday retail periods, which may affect our
      share price as well as adversely affect our business results.





**Because
      our Directors and officers have no experience in running a company that sells
      radio-controlled toy**  **vehicles,
      they may not be able to successfully operate such a business which could cause
      you to lose your investment.**


We
      are a
      development stage company and we intend to manufacture, market, and sell a
      radio-controlled toy vehicle. Benjamin Resheff and Lavi Krasney, our current
      Directors and officers, have effective control over all decisions regarding
      both
      policy and operations of our Company with no oversight from other management.
      Our success is contingent upon the ability of these individuals to make
      appropriate business decisions in these areas. However, our Directors and
      officers have no experience in operating a company that sells radio-controlled
      toy vehicles. It is possible that this lack of relevant operational experience
      could prevent us from becoming a profitable business and hinder an investor
      from
      obtaining a return on his investment in us.




6
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          of Contents*




**Because
      Lavi Krasney and Benjamin Resheff have other outside business activities and
      will only be devoting**  **up
      to 10% of their time to our operations, our operations may be sporadic which
      may
      result in periodic**  **interruptions
      or suspensions of our business activities.**


Our
      Directors and officers are only engaged in our business activities on a
      part-time basis. This could cause the officers a conflict of interest between
      the amount of time they devote to our business activities and the amount of
      time
      required to be devoted to their other activities. Benjamin Resheff and Lavi
      Krasney, our current Directors and officers, intend to devote only approximately
      5 hours per week to our business activities. Subsequent to the completion of
      this offering, we intend to increase our business activities in terms of
      research, development, marketing and sales. This increase in business activities
      may require that either our Directors and/or officers engage in our business
      activities on a full-time basis or that we hire additional employees; however,
      at this time, we do not have sufficient funds to pursue either
      option.




**Our
      Directors own 47.50% of the outstanding shares of our common stock, and may
      be
      able to**  **influence
      control of the company or decision making by management of the
      Company.**


Our
      Directors presently own 47.50% of our outstanding common stock. If all of the
      2,000,000 shares of our common stock being offered hereby are sold, the shares
      held by our Directors will constitute approximately 32% of our outstanding
      common stock.





**Mr.
      Benjamin Resheff, our Secretary and Director, may face a conflict of interest
      if
      we fail to make payment pursuant to the Marketing Rights
      Agreement.**


Benjamin
      Resheff, our Secretary and Director, is also the President of Idea Plus Ltd.,
      one of the companies from which we have acquired sub-licensing and marketing
      rights. Mr. Resheff may have conflicting interests, which could be to our
      detriment, if we fail to make payment to Global Sourcing and Marketing LLC
      pursuant to the terms of the Marketing Rights Agreement. Under such
      circumstances, Global Sourcing and Marketing LLC may terminate the Marketing
      Rights Agreement, which could have a material adverse effect on our operations
      and may result in the loss of your investment.





**If
      our intellectual property protection is inadequate, competitors may gain access
      to our technology and**  **undermine
      our competitive position.**


We
      regard
      our current and future intellectual property as important to our success, and
      we
      rely on patent law to protect our proprietary rights. Despite our precautions,
      unauthorized third parties may copy certain portions of our product or reverse
      engineer or obtain and use information that we regard as proprietary. We have
      been granted one patent in the United States and we may seek additional patents
      in the future. We do not know if any future patent application will be issued
      with the scope of the claims we seek, if at all, or whether any patents we
      receive will be challenged or invalidated. Thus, we cannot assure you that
      our
      intellectual property rights can be successfully asserted in the future or
      that
      they will not be invalidated, circumvented or challenged. In addition, the
      laws
      of some foreign countries do not protect proprietary rights to the same extent
      as do the laws of the United States. Our means of protecting our proprietary
      rights in the United States or abroad may not be adequate and competitors may
      independently develop similar technology. Any failure to protect our proprietary
      information and any successful intellectual property challenges or infringement
      proceedings against us could have a material adverse affect on our business,
      financial condition, or results of operations.





**We
      may be subject to intellectual property litigation, such as patent infringement
      claims, which could adversely affect our business.**


Our
      success will also depend in part on our ability to develop a commercially viable
      product without infringing the proprietary rights of others. Although we have
      not been notified of any infringement claims, other patents could exist or
      could
      be filed which would prohibit or limit our ability to develop and market our
      radio-controlled toy vehicle device in the future. In the event of an
      intellectual property dispute, we may be forced to litigate. Intellectual
      property litigation would divert management's attention from developing our
      product and would force us to incur substantial costs regardless of whether
      or
      not we are successful. An adverse outcome could subject us to significant
      liabilities to third parties, and force us to cease operations.




7
 *Table
          of Contents*





**You
      will experience difficulties in attempting to enforce liabilities based upon
      U.S. federal securities laws against our non-U.S. resident Directors and
      officers.**


Our
      operations are in Israel. Our Directors and executive officers are foreign
      citizens and do not reside in the United States. It may be difficult for courts
      in the United States to obtain jurisdiction over our foreign assets or persons
      and as a result, it may be difficult or impossible for you to enforce judgments
      rendered against us or our Directors or executive officers in United States
      courts. In addition, the courts in the country where we are located (Israel)
      may
      not permit lawsuits for the enforcement of judgments arising out of the United
      States and state securities or similar laws. Thus, should any situation arise
      in
      the future in which you have a cause of action against these persons or us,
      you
      are at greater risk in investing in our Company rather than a domestic company
      because of greater potential difficulties in bringing lawsuits or, if
      successful, in collecting judgments against these persons as opposed to domestic
      persons or entities.




**If
      and when we sell our products, we may be liable for product liability claims
      and
      we presently do not maintain product liability insurance.**


The
      toy
      product that we are developing may expose us to potential liability from
      personal injury or property damage claims by end-users of the product. We
      currently have no product liability insurance to protect us against the risk
      that in the future a product liability claim or product recall could materially
      and adversely affect our business. Inability to obtain sufficient insurance
      coverage at an acceptable cost or otherwise to protect against potential product
      liability claims could prevent or inhibit the commercialization of our product.
      We cannot assure you that when we commence distribution of our product that
      we
      will be able to obtain or maintain adequate coverage on acceptable terms, or
      that such insurance will provide adequate coverage against all potential claims.
      Moreover, even if we maintain adequate insurance, any successful claim could
      materially and adversely affect our reputation and prospects, and divert
      management’s time and attention. If we are sued for any injury allegedly caused
      by our future products our liability could exceed our total assets and our
      ability to pay the liability.





**We
      may become subject to burdensome governmental regulation.**


As
      a toy
      manufacturer, we are subject to the provisions of, among other laws, the Federal
      Consumer Product Safety Act and the Federal Hazardous Substances Act. These
      acts
      empower the CPSC to protect the public against unreasonable risks of injury
      associated with consumer products, including toys and other articles. The CPSC
      has the authority to exclude from the market articles, which are found to be
      hazardous and can require a manufacturer to repair or repurchase such toys
      under
      certain circumstances. Any such determination by the CPSC is subject to court
      review. Violations of these acts may also result in civil and criminal
      penalties. Similar laws exist in some states and cities in the U.S. and in
      many
      jurisdictions throughout the world. While we believe that we will be able to
      substantially comply with these laws, these laws will place an added burden
      on
      our operations and any non-compliance will adversely affect our
      business.





**Our
      development of the radio controlled toy vehicle is tied to the patent granted
      pursuant to the Patent Licensing Agreement, which has an initial term
      of five years and may be extended for an additional five years if we
      meet the minimum quota requirements We may be unable to complete our
      development, manufacturing, and commercialization plans during such time period,
      and any failure to do so will significantly harm our business plans, prospects
      and financial condition.**


The
      development, manufacture, and commercialization of our radio controlled toy
      vehicle within the term of the Patent Licensing Agreement depend on a number
      of
      factors, including:




·
            further
                product development;


·
            development
                of a relationship with a third party manufacturer in
                China;




8
 *Table
          of Contents*




·
            managing
                the initial production line and demonstrating efficiencies that will
                make
                our products attractively priced; and


·
            developing
                and managing relations with third party distributors in China and
                the
                United States.





To
      date,
      we have focused primarily on acquiring a license to the patent granted pursuant
      to the Patent Licensing Agreement. We do not know whether we will be able to
      commercialize the toy within the term of the Patent Licensing Agreement. If
      we
      fail to market and distribute the toy within the term of the Patent Licensing
      Agreement, you may lose some or all of your investment.




**RISKS
      RELATING TO OUR COMMON STOCK**




**We
      may in the future issue additional shares of our common stock which would reduce
      investors’ ownership interests in the Company, which may dilute our share value.
      We do not need stockholder approval to**  **issue
      additional shares.**


Our
      certificate of incorporation authorizes the issuance of 150,000,000 shares
      of
      common stock, par value $0.0001 per share. The future issuance of all or part
      of
      our remaining authorized common stock may result in substantial dilution in
      the
      percentage of our common stock held by our then existing stockholders. We may
      value any common stock issued in the future on an arbitrary basis. The issuance
      of common stock for future services or acquisitions or other corporate actions
      may have the effect of diluting the value of the shares held by our investors,
      and might have an adverse effect on any trading market for our common
      stock.




**Our
      common stock is subject to the "penny stock" rules of the SEC, and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in**  **our
      stock.**


The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require:
      (i)
      that a broker or dealer approve a person's account for transactions in penny
      stocks; and (ii) the broker or dealer receive from the investor a written
      agreement to the transaction, setting forth the identity and quantity of the
      penny stock to be purchased. In order to approve a person's account for
      transactions in penny stocks, the broker or dealer must: (i) obtain financial
      information and investment experience objectives of the person; and (ii) make
      a
      reasonable determination that the transactions in penny stocks are suitable
      for
      that person and the person has sufficient knowledge and experience in financial
      matters to be capable of evaluating the risks of transactions in penny
      stocks.




The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Security and Exchange Commission relating
      to the penny stock market, which, in highlight form: (i) sets forth the basis
      on
      which the broker or dealer made the suitability determination; and (ii) that
      the
      broker or dealer received a signed, written agreement from the investor prior
      to
      the transaction.




Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our
      stock.




9
 *Table
          of Contents*




Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.




Because
      we do not intend to pay any cash dividends on our shares of common stock, our
      stockholders will not be able to receive a return on their shares unless they
      sell them.




We
      intend
      to retain any future earnings to finance the development and expansion of our
      business. We do not anticipate paying any cash dividends on our common stock
      in
      the foreseeable future. Unless we pay dividends, our stockholders will not
      be
      able to receive a return on their shares unless they sell them at a price higher
      than that which they initially paid for such shares.





**There
      is no established public market for our stock and a public market may not be
      obtained or be liquid and**  **therefore
      investors may not be able to sell their shares.**


There
      is
      no established public market for our common stock being offered under this
      prospectus. While we intend to apply for quotation of our common stock on the
      Over-The-Counter Bulletin Board system, we have not yet engaged a market maker
      for the purposes of submitting such application, and there is no assurance
      that
      we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers
      of our common stock in this offering may be unable to sell their shares on
      any
      public trading market or elsewhere.





**The
      Company Has Never Paid Dividends**


The
      Company has never paid dividends. The Company does not anticipate declaring
      or
      paying dividends in the foreseeable future. Our retained earnings, if any,
      will
      finance the development and expansion of our business. Our dividends will be
      at
      our Board of Directors’ discretion and contingent upon our financial condition,
      earnings, capital requirements and other factors. Future dividends may also
      be
      affected by covenants contained in loan or other financing documents The Company
      may execute. Therefore, there can be no assurance that cash dividends of any
      kind will ever be paid.





**Reporting
      Requirements of a Public Company**


As
      a
      public company, we are required to comply with the reporting obligations of
      the
      Exchange Act and may be required to comply with Section 404 of the
      Sarbanes-Oxley Act for our fiscal year ending December 31, 2006. If we fail
      to
      comply with the reporting obligations of the Exchange Act and Section 404 of
      the
      Sarbanes-Oxley Act, or if we fail to achieve and maintain adequate internal
      controls over financial reporting, our business, results of operations and
      financial condition, and investors’ confidence in use, could be materially
      adversely affected. As a public company, we are required to comply with the
      periodic reporting obligations of the Exchange Act, including preparing annual
      reports, quarterly reports and current reports. Our failure to prepare and
      disclose this information in a timely manner could subject us to penalties
      under
      federal securities laws, expose us to lawsuits and restrict our ability to
      access financing. In addition, we are required under applicable law and
      regulations to integrate our systems of internal controls over financial
      reporting. We plan to evaluate our existing internal controls with respect
      to
      the standards adopted by the Public Company Accounting oversight Board. During
      the course of our evaluation, we may identify areas requiring improvement and
      may be required to design enhanced processes and controls to address issues
      identified through this review. This could result in significant delays and cost
      to us and require us to divert substantial resources, including management
      time,
      from other activities.




10
 *Table
          of Contents*




It
      is
      more difficult for our shareholders to sell their shares because we are not,
      and
      may never be, eligible for NASDAQ or any National Stock Exchange.





We
      are
      not presently, nor is it likely that for the foreseeable future we will be,
      eligible for inclusion in NASDAQ or for listing on any United States national
      stock exchange. To be eligible to be included in NASDAQ, a company is required
      to have not less than $4,000,000 in net tangible assets, a public float with
      a
      market value of not less than $5,000,000, and a minimum bid price of $4.00
      per
      share. At the present time, we are unable to state when, if ever, we will meet
      the NASDAQ application standards. Unless we are able to increase our net worth
      and market valuation substantially, either through the accumulation of surplus
      out of earned income or successful capital raising financing activities, we
      will
      never be able to meet the eligibility requirements of NASDAQ. As a result,
      it
      will be more difficult for holders of our common stock to resell their shares
      to
      third parties or otherwise, which could have a material adverse effect on the
      liquidity and market price of our common stock.





We
      must
      also obtain additional financing to either purchase our operating assets or
      obtain working capital for leasing arrangements.





To
      meet
      our need for cash, we are attempting to raise debt and equity financings to
      complete the acquisitions either described in this document or contemplated
      in
      the future and fund the Company’s ongoing operations. There is no assurance that
      we will be able to raise these funds and stay in business. If we do not raise
      the funds required to complete any of the acquisitions, we will have to find
      alternate sources of capital such as a secondary public offering, private
      placement of securities, or loans from officers or others. If we need additional
      cash and cannot raise it, we will either have to suspend operations until we
      do
      raise the cash or cease operations entirely.





**Limited
      Operating History**


We
      cannot
      guarantee we will be successful in our business operations. Our business is
      subject to the risks inherent in the establishment of a new business enterprise,
      including limited capital resources and the ability to find and finance suitable
      acquisition candidates. We are seeking equity and debt financing to provide
      the
      capital required to fund additional proposed acquisitions and our ongoing
      operations.





We
      have
      no assurance that future financing will be available to the Company on
      acceptable terms. If financing is not available on satisfactory terms, we may
      be
      unable to continue, develop, or expand our operations and possibly cease
      operations totally. Equity financing could result in additional dilution to
      shareholders.





**Inflation**


The
      amounts presented in the financial statements do not provide for the effect
      of
      inflation on the Company’s operations or its financial position. Amounts shown
      for machinery, equipment and leasehold improvements and for costs and expenses
      reflect historical cost and do not necessarily represent replacement cost.
      The
      net operating losses shown would be greater than reported if the effects of
      inflation were reflected either by charging operations with amounts that
      represent replacement costs or by using other inflation
      adjustments.





**Risks
      Relating to Operating in Israel**


**We
      conduct our operations in Israel and therefore our results may be adversely
      affected by political, economic, and military instability in
      Israel.**




11
 *Table
          of Contents*




Our
      operations and our officers and Directors are located in Israel. In addition,
      any disputes relating to the Patent License Agreement and the Marketing Rights
      Agreement are to be governed by the laws of the State of Israel and shall be
      subject to the exclusive jurisdiction of courts in Israel. Accordingly,
      political, economic and military conditions in Israel may directly affect our
      business. Since the establishment of the State of Israel in 1948, a number
      of
      armed conflicts have taken place between Israel and its Arab neighbors. Any
      hostilities involving Israel or the interruption or curtailment of trade within
      Israel or between Israel and its trading partners could adversely affect our
      operations and could make it more difficult for us to raise capital. Since
      September 2000, terrorist violence in Israel has increased significantly and
      negotiations between Israel and Palestinian representatives have not achieved
      a
      peaceful resolution of the conflict. The establishment in 2006 of a government
      in the Palestinian Authority by representatives of the Hamas militant group
      has
      created additional unrest and uncertainty in the region.





Further,
      Israel was engaged in an armed conflict with Hezbollah in the summer of 2006,
      a
      Lebanese Islamist Shiite militia group, which involved thousands of missile
      strikes and disrupted most day-to-day civilian activity in northern Israel.
      Any
      armed conflicts, terrorist activities, or political instability in the region
      would likely negatively affect business conditions and could significantly
      harm
      our results of operations.




**Provision
      for Income Taxes**





The
      Company has determined that it will more likely than not use any tax net
      operating loss carry forward in the current tax year and has taken and therefore
      has a valuation amount equal to 100% of any asset.





**Employees**





As
      of
      December 31, 2007, other than our current Directors and officers, we have no
      other full time or part-time employees. If and when we develop the prototype
      for
      our radio-controlled toy vehicle device and are able to begin manufacturing
      and
      marketing, we may need additional employees for such operations. We do not
      foresee any significant changes in the number of employees or consultants we
      will have over the next 12 months.




**Item
      2. Description of Property**





Our
      Principal executive offices are located at c/o Benny Resheff, 28 Rembrandt
      St,
      Tel Aviv, Israel. This location is the home of our Secretary, Treasurer, and
      Director and we have been allowed to operate out of such location at no cost
      to
      the Company. We believe that this space is adequate for our current and
      immediately foreseeable operating needs. We do not have any policies regarding
      investments in real estate, securities, or other forms of property.




**Item
      3. Legal Proceedings**





There
      are
      no pending legal proceedings to which the Company or any Director, officer,
      or
      affiliate of the Company, any owner of record or beneficial holder of more
      than
      5% of any class of voting securities of the Company, or security holder is
      a
      party that is adverse to the Company. The Company’s property is not the subject
      of any pending legal proceedings.




12
 *Table
          of Contents*




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





None.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





**Common
      Stock**





We
      are
      authorized to issue 150,000,000 shares of our Common Stock, $0.0001 par value,
      of which, as of March 7 2008 , 8,000,000 shares are issued and outstanding.
      Holders of shares of common stock are entitled to one vote for each share on
      all
      matters to be voted on by the stockholders. Holders of common stock do not
      have
      cumulative voting rights. Holders of common stock are entitled to share ratably
      in dividends, if any, as may be declared from time to time by the Board of
      Directors in its discretion from funds legally available therefore. In the
      event
      of our liquidation, dissolution, or winding up, the holders of common stock
      are
      entitled to share pro rata all assets remaining after payment in full of all
      liabilities. Holders of common stock have no preemptive rights to purchase
      our
      common stock. There are no conversion or redemption rights or sinking fund
      provisions with respect to the common stock.




**Price
      Ranges of Majic Wheels Corp. Common Stock**





**Market
      Information**





The
      Company’s common stock is currently not yet trading .





**Liquidation**





In
      the
      event of a liquidation of the Company, all stockholders are entitled to a pro
      rata distribution after payment of any claims.





**Dividend
      Policy**





The
      Company has never declared or paid cash dividends on its common stock and
      anticipates that all future earnings will be retained for development of its
      business. The payment of any future dividends will be at the discretion of
      the
      Board of Directors and will depend upon, among other things, future earnings,
      capital requirements, the financial condition of the Company, and general
      business conditions.





13
 *Table
          of Contents*





**Stock
      Transfer Agent**





We
      have
      engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency
      and
      Trust is located at 50 West Liberty Street, Reno, Nevada 89501.  Their
      telephone number is (775) 322-0626 and their fax number is (775) 322-5623. 
The transfer agent is responsible for all record-keeping and administrative
      functions in connection with our issued and outstanding common
      stock.




**Recent
      Sales of Unregistered Securities**





The
      information concerning the recent sales of unregistered securities required
      by
      Item 5 is incorporated by reference to the information set forth in Item 12
      “Certain Relationships and Related Transactions,” set forth
      hereafter.




**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





**Forward-Looking
      Information**





Certain
      statements in this document are forward-looking in nature and relate to trends
      and events that may affect the Company’s future financial position and operating
      results. The words “expect,” “anticipate,” and similar words or expressions are
      to identify forward-looking statements. These statements speak only as of the
      date of the document; those statements are based on current expectations, are
      inherently uncertain and should be viewed with caution. Actual results may
      differ materially from the forward-looking statements as a result of many
      factors, including changes in economic conditions and other unanticipated events
      and conditions. It is not possible to foresee or to identify all such factors.
      The Company makes no commitment to update any forward-looking statement or
      to
      disclose any facts, events, or circumstances after the date of this document
      that may affect the accuracy of any forward-looking statement.





You
      should read the following plan of operation together with our audited financial
      statements and related notes appearing elsewhere in this prospectus. This plan
      of operation contains forward-looking statements that involve risks,
      uncertainties, and assumptions. The actual results may differ materially from
      those anticipated in these forward-looking statements as a result of certain
      factors, including, but not limited to, those presented under "Risk Factors"
      on
      elsewhere in this prospectus.




**PLAN
      OF OPERATION**




We
      are a
      development stage company that has licensed the technology and patent for a
      radio-controlled toy vehicle. The purpose of this product is to provide a toy
      that can continue to move, even over hard surfaces, steep inclines, and vertical
      surfaces, thus lengthening and enriching the experience for the child or young
      adult.




Although
      we have not yet engaged a manufacturer to develop a working prototype of the
      radio-controlled toy vehicle, based on our preliminary discussions with certain
      manufacturing vendors, we believe that it will take approximately three to
      four
      months to construct a basic valid prototype of our product. Our current plan
      involves raising additional funding to produce the working prototype. We expect
      this financing phase of the business to be completed by March 31, 2008. We
      plan
      to use the initial funds to be raised pursuant to this offering to begin,
      production of a working prototype. We expect to complete this phase by the
      end
      of the second quarter of 2008. Once the working prototype has been successfully
      created and tested, we will be able to raise additional funds to cover the
      next
      phase of our operation, which will involve wide-scale manufacturing and
      marketing in international markets using a variety of local and international
      resources. To accomplish this goal efficiently, the Company plans to engage
      third-party manufacturing and marketing providers. Our current plan is to
      manufacture our Product in China and begin marketing the toys according to
      the
      plan developed with marketing experts. Our Product will also be available via
      the Company’s website (www.majicwheels.com), which website is currently under
      development.




14
 *Table
          of Contents*




If
      and
      when we have a viable prototype, depending on the availability of funds, we
      estimate that we would need approximately an additional four to six months
      to
      bring our Product to market. Our objective is to manufacture the Product
      ourselves through third party sub-contractors in China and market the Product
      as
      an off-the-shelf device, and/or to license the manufacturing rights to the
      Product and related technology to third party manufacturers who would then
      assume responsibility for marketing and sales. The Company website will
      also publicize and act as a marketing facility through which global sales can
      be
      generated.




Depending
      on the relative success of this offering, the following table details how we
      intend to use the net proceeds to execute our plan of operation. All amounts
      listed below are estimates.




60%
            
            80%
            
            100%Working
                capital
            
            $
            5,985
            
            $
            17,985
            
            $
            39,985Prototype
                development costs
            
            $
            20,000
            
            $
            20,000
            
            $
            20,000Marketing
                Rights Agreement payment
            
            $
            50,000
            
            $
            50,000
            
            $
            50,000Sales
                and Marketing
            
            $
            —
            
            $
            20,000
            
            $
            30,000Total
            
            $
            75,985
            
            $
            107,985
            
            $
            139,985




We
      intend
      to use the proceeds of this offering in the manner and in order of priority
      set
      forth in the milestones provided below.




If
      less
      than $96,000 is raised from this offering, we will attempt to raise additional
      capital through the private sale of our equity securities or borrowings from
      third party lenders. We have no commitments or arrangements from any person
      to
      provide us with any additional capital. If additional financing is not available
      when needed, we may need to dramatically change our business plan, sell the
      Company or cease operations. We do not presently have any plans, arrangements,
      or agreements to sell or merge our Company.




**Milestones**





The
      following is a chronological check list of the milestones we hope to achieve
      over the next 12 months.





**January
      - March 2008**





During
      the first three months we plan to:




·
      complete the initial funding in order to finance the development of a working
      prototype





·
begin
      discussions on the website development strategy




15
 *Table
          of Contents*




·
        initiate the development of our corporate and marketing materials
 
 *Website
        development* - We
        plan to hire a website development company or individual to begin work on
        our
        website. During this time we will develop the website information brochures.
        The
        development of the corporate and marketing materials will follow the style
        of
        the brand name appearance on the website to maximize the visual impact of
        the
        corporate logo and help to build long term brand name recognition.
 
 **April
        - June 2008**
 
 During
        the second three-month period we plan to:
 
 ·
              complete
                  development of a working prototype by the end of June
                  2008
 ·
              seek
                  potential low-cost manufacturers for large volumes of units of
                  the
                  Product
 ·
              seek
                  consulting / strategic marketing entities to assist in identifying
                  wholesalers and other entities for sales of the
                  Product
 ·
              seek
                  advertising companies to assist in the creation of a large advertising
                  campaign for the Product
 ·
              seek
                  other means of selling the Products by maintaining website and
                  preparing
                  other marketing media / brochures
 
 *Prototype
        development* -
        Subject to raising at least $96,000 in gross proceeds from our offering by
        the
        end of the first three months, we plan to complete development of a working
        prototype during this quarter and to seek to engage consultants and
        manufacturers to begin manufacturing the Product.
 
 **July
        - September 2008**
 
 During
        the third three-month period we plan to:
 
 ·
              travel
                  to China to initiate marketing efforts
 ·
              seek
                  to complete negotiations and discussions with the marketing entities
                  engaged in the second quarter in order to execute agreements  with
                  potential toy wholesalers and relevant
                  parties
 
 *Marketing
        development* -
        Subject to raising at least $128,000 in gross proceeds from our offering,
        by the
        end of the first six months we plan to travel to China to conduct negotiations
        with potential marketing providers.
 
 **October
        - December 2008**
 
 During
        the fourth three-month period we plan to:
 
 ·
              continue
                  to enter into negotiations and agreements with the manufacturing and
                  marketing entities engaged in the second
                  quarter
 ·
              continue
                  discussions with potential strategic
                  partners
 ·
              establish
                  a date for the official launch of the
                  Product
  *Launch* -
        seek to
        launch first sales cycle of our Product
  16
 *Table
            of Contents*
  **Going
        Concern**
 
 Our
        registered independent auditors have issued an opinion on our financial
        statements which includes a statement describing our going concern status.
        This
        means that there is substantial doubt that we can continue as an on-going
        business for the next 12 months unless we obtain additional capital to pay
        our
        bills and meet our other financial obligations. This is because we have not
        generated any revenues and no revenues are anticipated until we begin marketing
        the product. Accordingly, we must raise capital from sources other than the
        actual sale of the product. We must raise capital to implement our project
        and
        stay in business. Even if we raise the maximum amount of money in this offering,
        we do not know how long the money will last, however, we do believe it will
        last
        at least 12 months.
  **GENERAL
        WORKING CAPITAL**
  We
        may be
        wrong in our estimates of funds required in order to proceed with developing
        a
        prototype and executing our general business plan described herein. Should
        we
        need additional funds, we would attempt to raise these funds through additional
        private placements or by borrowing money. We do not have any arrangements
        with
        potential investors or lenders to provide such funds and there is no assurance
        that such additional financing will be available when required in order to
        proceed with the business plan or that our ability to respond to competition
        or
        changes in the market place or to exploit opportunities will not be limited
        by
        lack of available capital financing. If we are unsuccessful in securing the
        additional capital needed to continue operations within the time required,
        we
        may not be in a position to continue operations.
  We
        can
        offer no assurance that we will raise any funds in this offering. As disclosed
        above, we have no revenues and, as such, if we do not raise at least $96,000
        from our offering we will not have sufficient funds to develop a prototype.
        If
        we are unable to raise funds, we may attempt to sell the Company or file
        for
        bankruptcy. We do not have any current intentions, negotiations, or arrangements
        to merge or sell the Company.
  We
        are
        not aware of any material trend, event or capital commitment, which would
        potentially adversely affect liquidity. In the event such a trend develops,
        we
        believe that we will have sufficient funds available to satisfy working capital
        needs through lines of credit and the funds expected from equity
        sales.
  **RESULTS
        OF OPERATIONS** **:**
 
 **The
        Company has not generated any revenues since its inception and incurred a
        net
        loss of $18,599 for the year ending December 31 2007, of which is comprised
        entirely of general and administrative expenses.**
  **Liquidity
        and Financial Resources**
 
 **As of
        December 31 2007, the Company had $676 in cash on hand however on February
        22
        2007 the SEC declared the SB2 filed effective and the Company anticipated
        to
        raise the full $160,000 as outlined in the SB2 registration statement filed
        with
        the SEC and declared affective accordingly .**
  17
 *Table
            of Contents*
  **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition, changes in financial
        condition, revenues or expenses, results of operations, liquidity, capital
        expenditures, or capital resources that are material to investors.
  18
 *Table
            of Contents*
 
 **Item
        7. Financial Statements**
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **INDEX
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  Report
                    of Registered Independent Auditors
                
                
                F-2Financial
                    Statements-Balance
                    Sheet as of December 31, 2007
                
                
                F-3Statements
                    of Operations for the Period Ended December 31,
                    2007, and Cumulative from Inception
                
                
                F-4Statement
                    of Stockholders’ (Deficit) for the Period from
                    Inception Through December 31, 2007
                
                
                F-5Statements
                    of Cash Flows for the Period Ended December 31,
                    2007, and Cumulative from Inception
                
                
                F-6Notes
                    to Financial Statements December 31,
                    2007
                
                
                F-7
  F-1
 *Table
                of Contents*
 
 **REPORT
          OF REGISTERED INDEPENDENT AUDITORS**
  To
          the
          Board of Directors and Stockholders
 of Majic Wheels Corp.:
 
 We
          have
          audited the accompanying balance sheet of Majic Wheels Corp. (a Delaware
          corporation in the development stage) as of December 31, 2007, and the
          related
          statements of operations, stockholders’ (deficit), and cash flows for the period
          ended December 31, 2007, and from inception (March 15, 2007) through December
          31, 2007. These financial statements are the responsibility of the Company’s
          management. Our responsibility is to express an opinion on these financial
          statements based on our audit.
 
 We
          conducted our audit in accordance with standards of the Public Company
          Accounting Oversight Board (United States of America). Those standards
          require
          that we plan and perform the audit to obtain reasonable assurance about
          whether
          the financial statements are free of material misstatement. The Company
          is not
          required to have, nor were we engaged to perform, an audit of its internal
          control over financial reporting. Our audit included consideration of internal
          control over financial reporting as a basis for designing audit procedures
          that
          are appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit includes examining,
          on a test basis, evidence supporting the amounts and disclosures in the
          financial statements. An audit also includes assessing the accounting principles
          used and significant estimates made by management, as well as evaluating
          the
          overall financial statement presentation. We believe that our audit provides
          a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Majic Wheels Corp. as of December
          31, 2007, and the results of its operations and its cash flows for the
          period
          ended December 31, 2007, and from inception (March 15, 2007) through December
          31, 2007, in conformity with accounting principles generally accepted in
          the
          United States of America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 2 to the financial
          statements, the Company is in the development stage, and has not established
          any
          source of revenue to cover its operating costs. As such, it has incurred
          an
          operating loss since inception. Further, as of December 31, 2007, the cash
          resources of the Company were insufficient to meet its planned business
          objectives. These and other factors raise substantial doubt about the Company’s
          ability to continue as a going concern. Management’s plan regarding these
          matters is also described in Note 2 to the financial statements. The financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 Respectfully
          submitted,
 
 /s/
          Davis
          Accounting Group P.C.
 
 Cedar
          City, Utah,
 February
          26, 2008.
 
 F-2
 *Table
                of Contents*
 
 **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **BALANCE
          SHEET (NOTE 2)**
 **AS
          OF DECEMBER 31, 2007**
 
 **2007****ASSETS****Current
                    Assets:**Cash
                    in bank
                
                $
                676Total
                    current assets
                
                
                676**Other
                    Assets:**Patent
                    rights, net of accumulated amortization of $439
                
                
                3,327Marketing
                    rights, net of accumulated amortization $7,000
                
                
                53,000Deferred
                    offering costs
                
                
                35,00091,327**Total
                    Assets**
                
                $
                92,003**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****Current
                    Liabilities:**Accrued
                    liabilities
                
                $
                18,602Marketing
                    rights agreement obligation
                
                
                50,000Due
                    to related party - Director and stockholder
                
                
                41,200Total
                    current liabilities
                
                
                109,802Total
                    liabilities
                
                
                109,802**Commitments
                    and Contingencies****Stockholders'
                    (Deficit):**Common
                    stock, par value $.0001 per share, 150,000,000 shares authorized;
                    8,000,000 shares issued and outstanding
                
                
                800(Deficit)
                    accumulated during the development stage
                
                
                (18,599
                )Total
                    stockholders' (deficit)
                
                
                (17,799
                )**Total
                    Liabilities and Stockholders' (Deficit)**
                
                $
                92,003
 
 The
          accompanying notes to financial statements are
 an
          integral part of this balance sheet.
 
 F-3
 *Table
                of Contents*
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
          OF OPERATIONS (NOTE 2)**
 **FOR
          THE PERIOD ENDED DECEMBER 31, 2007, AND**
 **CUMULATIVE
          FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
          DECEMBER 31, 2007**
 
 **Period
                    Ended**
                  **December 31,**
                  **2007**
                
                **Cumulative**
                  **From**
                  **Inception****Revenues**
                
                $
                —
                
                $
                —**Expenses:**General
                    and administrative-Amortization
                
                
                7,439
                
                
                7,439Filing
                    fees
                
                
                2,593
                
                
                2,593Organization
                    costs
                
                
                2,270
                
                
                2,270Consulting
                    fees
                
                
                2,000
                
                
                2,000Accounting
                    fees
                
                
                2,000
                
                
                2,000Transfer
                    agent fees
                
                
                1,928
                
                
                1,928Bank
                    charges
                
                
                369
                
                
                369Total
                    general and administrative expenses
                
                
                18,599
                
                
                18,599**(Loss)
                    from Operations**
                
                
                (18,599
                )
                
                (18,599
                )**Other
                    Income (Expense)**
                
                
                —
                
                
                —**Provision
                    for income taxes**
                
                
                —
                
                
                —**Net
                    (Loss)**
                
                $
                (18,599
                )
                $
                (18,599
                )**(Loss)
                    Per Common Share:**(Loss)
                    per common share - Basic and Diluted
                
                $
                (0.00
                )**Weighted
                    Average Number of Common Shares Outstanding - Basic and
                    Diluted**
                
                
                5,342,466
 
 The
          accompanying notes to financial statements are
 an
          integral part of these statements.
 
 F-4
 *Table
                of Contents*
 
 **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
          OF STOCKHOLDERS' (DEFICIT) (NOTE 2)**
 **FOR
          THE PERIOD FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
          DECEMBER 31, 2007**
 
 **(Deficit)****Accumulated****Additional**
                
                **During
                    the****Common
                    stock**
                
                **Paid-in**
                
                **Development****Description**
                
                **Shares**
                
                **Amount**
                
                **Capital**
                
                **Stage**
                
                **Totals****Balance
                    - March 15, 2007**
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —Common
                    stock issued for cash
                
                
                8,000,000
                
                
                800
                
                
                —
                
                
                —
                
                
                800Net
                    (loss) for the period
                
                
                —
                
                
                —
                
                
                —
                
                
                (18,599
                )
                
                (18,599
                )**Balance
                    - Sepetember 30, 2007**
                
                
                8,000,000
                
                $
                800
                
                $
                —
                
                $
                (18,599
                )
                $
                (17,799
                )
  The
          accompanying notes to financial statements are
 an
          integral part of this statement.
 
 F-5
 *Table
                of Contents*
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
          OF CASH FLOWS (NOTE 2)**
 **FOR
          THE PERIOD ENDED DECEMBER 31, 2007, AND**
 **CUMULATIVE
          FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
          DECEMBER 31, 2007**
 
 **Period Ended**
                
                **Cumulative****December 31,**
                
                **From****2007**
                
                **Inception****Operating
                    Activities:**Net
                    (loss)
                
                $
                (18,599
                )
                $
                (18,599
                )Adjustments
                    to reconcile net (loss) to net cash provided by operating
                    activities:Amortization
                
                
                7,439
                
                
                7,439Changes
                    in net liabilities-Accrued
                    liabilities
                
                
                18,602
                
                
                18,602**Net
                    Cash Provided by Operating Activities**
                
                
                7,442
                
                
                7,442**Investing
                    Activities:**Patent
                    rights
                
                
                (3,766
                )
                
                (3,766
                )Marketing
                    rights
                
                
                (10,000
                )
                
                (10,000
                )**Net
                    Cash (Used in) Investing Activities**
                
                
                (13,766
                )
                
                (13,766
                )**Financing
                    Activities:**Proceeds
                    from issuance of common stock
                
                
                800
                
                
                800Due
                    to related party - Director and stockholder
                
                
                41,200
                
                
                41,200Deferred
                    offering costs
                
                
                (35,000
                )
                
                (35,000
                )**Net
                    Cash Provided by Financing Activities**
                
                
                7,000
                
                
                7,000**Net
                    (Decrease) in Cash**
                
                
                676
                
                
                676**Cash
                    - Beginning of Period**
                
                
                —
                
                
                —**Cash
                    - End of Period**
                
                $
                676
                
                $
                676**Supplemental
                    Disclosure of Cash Flow Information:**Cash
                    paid during the period for:Interest
                
                $
                —
                
                $
                —Income
                    taxes
                
                $
                —
                
                $
                —
 
 The
          accompanying notes to financial statements are
 an
          integral part of these statements. ****
 
 F-6
 *Table
                of Contents*
 **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
  **(1)**
                **Summary
                    of Significant Accounting
                    Policies**
  *Basis
          of Presentation and Organization*
 
 Majic
          Wheels Corp. (“MajicWheels” or the “Company”) is a Delaware corporation in the
          development stage. The Company was incorporated under the laws of the State
          of
          Delaware on March 15, 2007. The business plan of the Company is to develop
          a
          radio controlled toy vehicle utilizing a patent pertaining to unique adhesive
          wheels. The patent’s intended use is to enable the radio-controlled toy vehicle
          to climb inclined and vertical surfaces. The accompanying financial statements
          of Majic Wheels Corp. were prepared from the accounts of the Company under
          the
          accrual basis of accounting.
 
 In
          addition, in 2007, Majic Wheels commenced a capital formation activity
          to affect
          a Registration Statement on Form SB-2 with the Securities and Exchange
          Commission (“SEC”), and raise capital of up to $160,000 from a self-underwritten
          offering of 2,000,000 shares of newly issued common stock in the public
          markets.
          The Registration Statement on Form SB-2 was filed with the SEC on November
          27,
          2007, and declared effective on February 22, 2008.
  *Cash
          and Cash Equivalents*
 
 For
          purposes of reporting within the statement of cash flows, the Company considers
          all cash on hand, cash accounts not subject to withdrawal restrictions
          or
          penalties, and all highly liquid debt instruments purchased with a maturity
          of
          three months or less to be cash and cash equivalents.
  *Revenue
          Recognition*
 
 The
          Company is in the development stage and has yet to realize revenues from
          planned
          operations. It plans to realize revenues from the manufacturing and sale
          of the
          radio-controlled toy vehicle. Revenues will be recognized for manufacturing
          and
          selling activities when the products are delivered to customers, and collection
          is reasonably assured.
  *Development
          Costs*
 
 The
          Company is in the development stage, and primarily involved in the development
          of a prototype application of a patent. When it has been determined that
          a
          prototype can be economically developed, the costs incurred to develop
          this
          prototype will be capitalized accordingly. Development costs capitalized
          will be
          amortized over the estimated useful life of the product following attainment
          of
          commercial production or written-off to expense if the product or project
          is
          abandoned.
  *Patent
          Rights*
 
 The
          Company obtained the licensing rights to a United States patent from Michael
          Taft, inventor, on June 21, 2007. The Company incurred $3,766 in costs
          associated with the Patent Licensing Agreement. The costs incurred to acquire
          the patent rights are being amortized over the five-year term of the
          Agreement.
 
 F-7
 *Table
                of Contents*
 **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
  *Impairment
            of Long-Lived Assets*
 
 The
          Company evaluates the recoverability of long-lived assets and the related
          estimated remaining lives at each balance sheet date. The Company records
          an
          impairment or change in useful life whenever events or changes in circumstances
          indicate that the carrying amount may not be recoverable or the useful
          life has
          changed. For the period ended December 31, 2007, no events or circumstances
          occurred for which an evaluation of the recoverability of long-lived assets
          was
          required.
 
 *Loss
          Per Common Share*
 
 Basic
          loss per share is computed by dividing the net loss attributable to the
          common
          stockholders by the weighted average number of shares of common stock
          outstanding during the period. Fully diluted loss per share is computed
          similar
          to basic loss per share except that the denominator is increased to include
          the
          number of additional common shares that would have been outstanding if
          the
          potential common shares had been issued and if the additional common shares
          were
          dilutive. There were no dilutive financial instruments issued or outstanding
          for
          the period ended December 31, 2007.
  *Deferred
          Offering Costs*
 
 The
          Company defers as other assets the direct incremental costs of raising
          capital
          until such time as the offering is completed. At the time of the completion
          of
          the offering, the costs are charged against the capital raised. Should
          the
          offering be terminated, deferred offering costs are charged to operations
          during
          the period in which the offering is terminated. As of December 31, 2007,
          the
          Company had incurred $35,000 in deferred offering costs.
  *Income
          Taxes*
 
 The
          Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
          for Income Taxes”* (“SFAS
          No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
          determined based on temporary differences between the basis of certain
          assets
          and liabilities for income tax and financial reporting purposes. The deferred
          tax assets and liabilities are classified according to the financial statement
          classification of the assets and liabilities generating the
          differences.
 
 The
          Company maintains a valuation allowance with respect to deferred tax assets.
          The
          Company establishes a valuation allowance based upon the potential likelihood
          of
          realizing the deferred tax asset and taking into consideration the Company’s
          financial position and results of operations for the current period. Future
          realization of the deferred tax benefit depends on the existence of sufficient
          taxable income within the carryforward period under the Federal tax
          laws.
 
 Changes
          in circumstances, such as the Company generating taxable income, could
          cause a
          change in judgment about the realizability of the related deferred tax
          asset.
          Any change in the valuation allowance will be included in income in the
          year of
          the change in estimate.
 
 F-8
 *Table
                of Contents*
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  *Fair
          Value of Financial Instruments*
 
 The
          Company estimates the fair value of financial instruments using the available
          market information and valuation methods. Considerable judgment is required
          in
          estimating fair value. Accordingly, the estimates of fair value may not
          be
          indicative of the amounts the Company could realize in a current market
          exchange. As of December 31, 2007, the carrying value of accrued liabilities
          and
          due to related party - Director and stockholder approximated fair value,
          due to
          the short-term maturity of these instruments.
  *Estimates*
 
 The
          financial statements are prepared on the basis of accounting principles
          generally accepted in the United States of America. The preparation of
          financial
          statements in conformity with generally accepted accounting principles
          requires
          management to make estimates and assumptions that affect the reported amounts
          of
          assets and liabilities as of December 31, 2007, and revenues and expenses
          for
          the period ended December 31, 2007, and cumulative from inception. Actual
          results could differ from those estimates made by management.
  *Fiscal
          Year End*
 
 The
          Company has adopted a fiscal year end of December 31.
 
 **(2)**
                **Development
                    Stage Activities and Going
                    Concern**
 
 The
          Company is currently in the development stage, and its business plan addresses
          the development of a radio-controlled toy vehicle utilizing certain patent
          rights pertaining to a Climbing Device. The Company also plans to develop
          a
          prototype of the patent application, and then manufacture and market the
          product.
 
 During
          the period from March 15, 2007, through December 31, 2007, the Company
          was
          incorporated, completed the Patent Licensing Agreement of a patent pertaining
          to
          a climbing device, completed a Marketing Rights Agreement for worldwide
          marketing rights pertaining to its product, issued common stock for stock
          subscription agreements, and commenced a capital formation activity to
          effect a
          Registration Statement on Form SB-2 with the SEC to raise capital of up
          to
          $160,000 from a self-underwritten offering of 2,000,000 **** shares
          of
          newly issued common stock in the public markets. The Registration Statement
          on
          Form SB-2 was filed with the SEC on November 27, 2007, and declared effective
          on
          February 22, 2008. The Company also intends to conduct additional capital
          formation activities through the issuance of its common stock and to commence
          operations.
 
 While
          management of the Company believes that the Company will be successful
          in its
          capital formation and planned operating activities, there can be no assurance
          that the Company will be able to raise $160,000 in equity capital, or be
          successful in the development of a prototype associated with its patent
          licensing rights, commercialization of the prototype, or sale of its planned
          product that will generate sufficient revenues to sustain the operations
          of the
          Company.
 
 F-9
 *Table
                of Contents*
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2007**
  The
          accompanying financial statements have been prepared in conformity with
          accounting principles generally accepted in the United States of America,
          which
          contemplate continuation of the Company as a going concern. The Company
          has
          incurred an operating loss since inception, had negative working capital
          as of
          December 31, 2007, and the cash resources of the Company are insufficient
          to
          meet its planned business objectives. These and other factors raise substantial
          doubt about the Company’s ability to continue as a going concern. The
          accompanying financial statements do not include any adjustments to reflect
          the
          possible future effects on the recoverability and classification of assets
          or
          the amounts and classification of liabilities that may result from the
          possible
          inability of the Company to continue as a going concern.
 
 **(3)**
                **Patent
                    Licensing Agreement**
 
 On
          June
          21, 2007, the Company entered into a patent licensing agreement (the “Patent
          Licensing Agreement”) to acquire the patent rights pertaining to a climbing
          device (all the rights covered by the registered patent and any future
          patents,
          including applications, manufacturing processes, formulae, trade secrets and
          know-how, and any other information relating to the registered and any
          future
          patents, including any data,
          technology, inventions, discoveries, designs, processes, formulations,
          models,
          technical reports, diagrams, software and hardware, ideas, trade and business
          plans covered by the registered and any future patents, and commercialization)
          from Michael
          Taft, an Israeli patent owner (“the Inventor”) in exchange for the Company’s
          commitment to future royalty payments to the Inventor of four and one half
          percent of all future revenues received from the exploitation of the climbing
          device patent. The Company incurred $3,766 in costs associated with obtaining
          the Patent Licensing Agreement which has a term of five years. The Company
          recorded amortization of the costs associated with the Patent Licensing
          Agreement in the amount of $439 for the period ended December 31,
          2007.
 
 **(4)**
                **Marketing
                    Rights**
 
 On
          June
          20, 2007, the Company entered into a marketing agreement (the “Marketing Rights
          Agreement”) with Idea Plus Ltd. (“Idea Plus”) and Global Sourcing and Marketing,
          LLC (“Global”). Idea Plus and Global had entered into an agreement with the
          Inventor on November 21, 2005 (the “Previous Agreement”), which granted the
          companies the exclusive, worldwide, perpetual license to the Climbing Device
          patent (see Note 3) which could be used in a radio-controlled toy vehicle.
          The
          Marketing Rights Agreement dated June 20, 2007, between Majic Wheels, Idea
          Plus,
          and Global terminated the Previous Agreement with the Inventor for consideration
          of $60,000 and the right to purchase from Majic Wheels, for a period of
          five
          years, 100,000 units of produced radio-controlled toy vehicles per year,
          for
          consideration of cost plus 15 percent (excluding any value added taxes).
          The
          Company was to pay Idea Plus and Global $7,500 within seven days of the
          contract’s execution date, $7,500 by September 30, 2007, and the remaining
          $50,000 by December 31, 2007. However, on December 26, 2007, the parties
          extended the final payment’s due date to no later than June 30, 2008. As of
          December 31, 2007, the Company had paid $10,000 in connection with the
          Marketing
          Rights Agreement
 
 F-10
 *Table
                of Contents*
 **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 **(5)**
                **Common
                    Stock**
 
 On
          June
          20, 2007, the Company issued 8,000,000 shares of common stock valued at
          a price
          of $0.0001 per share (par value) for common stock subscriptions receivable
          of
          $800. On September 28, 2007, the Company received $800 as full payment
          for the
          stock subscriptions receivable.
 
 In
          addition, in 2007, the Company commenced a capital formation activity to
          effect
          a Registration Statement on Form SB-2 with the SEC to raise capital of
          up to
          $160,000 from a self-underwritten offering of 2,000,000 **** shares
          of
          newly issued common stock in the public markets. The Registration Statement
          on
          Form SB-2 was filed with the SEC on November 27, 2007, and declared effective
          on
          February 22, 2008.
 
 **(6)**
                **Income
                    Taxes**
 
 The
          provision (benefit) for income taxes for the period ended December 31,
          2007, was
          as follows (using a 23 percent effective Federal and state income tax
          rate):
 
 **2007**Current
                    Tax Provision:Federal-Taxable
                    income
                
                $
                —Total
                    current tax provision
                
                $
                —Deferred
                    Tax Provision:Federal-Loss
                    carryforwards
                
                $
                4,278Change
                    in valuation allowance
                
                
                (4,278
                )Total
                    deferred tax provision
                
                $
                —
  The
          Company had deferred income tax assets as of December 31, 2007, as
          follows:
  **2007**Loss
                    carryforwards
                
                $
                4,278Less
                    - Valuation allowance
                
                
                (4,278
                )Total
                    net deferred tax assets
                
                $
                —
  As
          of
          December 31, 2007, the Company had net operating loss carryforwards for
          income
          tax reporting purposes of approximately $18,600 that may be offset against
          future taxable income. The net operating loss carryforwards expire in the
          year
          2027. Current tax laws limit the amount of loss available to be offset
          against
          future taxable income when a substantial change in ownership occurs or
          a change
          in the nature of the business. Therefore, the amount available to offset
          future
          taxable income may
          be
          limited.
 
 F-11
 *Table
                of Contents*
  **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 No
          tax
          benefit has been reported in the financial statements for the realization
          of
          loss carryforwards, as the Company believes there is high probability that
          the carryforwards will not be utilized in the foreseeable future. Accordingly,
          the
          potential tax benefits of the loss carryforwards are offset by a valuation
          allowance of the same amount.
 
 **(7)**
                **Related
                    Party Transactions**
 
 As
          of
          December 31, 2007, the Company owed to a Director and stockholder of the
          Company
          $41,200 for various working capital loans received by the Company from
          September
          28, 2007, through December 31, 2007. The loans are unsecured, non-interest
          bearing, and have no terms for repayment.
 
 **(8)**
                **Recent
                    Accounting Pronouncements**
 
 In
          June
          2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
          for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
          109* ”
(“FIN
          No. 48”), which clarifies the accounting for uncertainty in income taxes
          recognized in an enterprise’s financial statements in accordance with SFAS No.
          109. The interpretation prescribes a recognition threshold and measurement
          attribute for the financial statement recognition and measurement of a
          tax
          position taken or expected to be taken in a tax return. This interpretation
          also
          provides guidance on derecognition, classification, interest and penalties,
          accounting in interim periods, disclosure, and transition. FIN No. 48 is
          effective for fiscal years beginning after December 15, 2006. Earlier
          application of the provisions of FIN No. 48 is encouraged if the enterprise
          has
          not yet issued financial statements, including interim financial statements,
          in
          the period this Interpretation is adopted. The management of the Company
          is of
          the opinion that the adoption of this new pronouncement will not have an
          impact
          on its financial statements.
  In
            September 2006, the FASB issued SFAS No. 157, “ *Fair
            Value Measurements* ”
(“SFAS
            No. 157”). This statement defines fair value, establishes a framework for
            measuring fair value in generally accepted accounting principles, and
            expands
            disclosure about fair value measurements. This statement applies under
            other
            accounting pronouncements that require or permit fair value measurement,
            FASB
            having previously concluded in those accounting pronouncements that fair
            value
            is the relevant measurement attribute. This statement does not require
            any new
            fair value measurements; however, for some entities, the application
            of the
            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. The management of the
            Company is
            of the opinion that the adoption of this new pronouncement will not have
            an
            impact on its financial statements.
 
 F-12
 *Table
                of Contents*
  **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
  In
          September 2006, the SEC issued Staff Accounting Bulletin No. 108 (Topic
          1N),
“ *Quantifying
          Misstatement in Current Year Financial Statements* ”
(“SAB
          No. 108”). SAB No. 108 addressed how the effect of prior year uncorrected
          misstatements should be considered when quantifying misstatements in current
          year financial statements SAB No. 108 requires SEC registrants (1) to quantify
          misstatements using a combined approach which considers both the balance
          sheet
          and income statement approaches; (2) to evaluate whether either approach
          results
          in quantifying an error that is material in light of relevant quantitative
          and
          qualitative factors; and (3) to adjust their financial statements if the
          new
          combined approach results in a conclusion that an error is material. SAB
          No. 108
          addresses the mechanics of correcting misstatements that include effects
          from
          prior years. It indicates that the current year correction of a material
          error
          that includes prior year effects may result in the need to correct prior
          year
          financial statements even if the misstatement in the prior year or years
          is
          considered immaterial. Any prior year financial statements found to be
          materially misstated in years subsequent to the issuance of SAB No. 108
          would be
          restated in accordance with SFAS No. 154, *“Accounting
          Changes and Error Corrections.”* Because
          the combined approach represents a change in practice, the SEC staff will
          not
          require registrants that followed an acceptable approach in the past to
          restate
          prior years’ historical financial statements. Rather, these registrants can
          report the cumulative effect of adopting the new approach as an adjustment
          to
          the current year’s beginning balance of retained earnings. If the new approach
          is adopted in a quarter other than the first quarter, financial statements
          for
          the prior interim periods within the year of adoption may need to be restated.
          SAB No. 108 is effective for fiscal years ending after November 15, 2006.
          The
          management of the Company is of the opinion that the adoption of this new
          pronouncement will not have an impact on its financial statements.
 
 In
          September 2006, the FASB issued SFAS No. 158, “ *Employers’
          Accounting for Defined Benefit Pension and Other Postretirement Plans -
          an
          amendment of FASB Statements No. 87, 88, 106, and 132(R).”* This
          statement improves financial reporting by requiring an employer to recognize
          the
          over funded or under funded status of a defined benefit postretirement
          plan
          (other than a multi-employer plan) as an asset or liability in its statement
          of
          financial position and to recognize changes in that funded status in the
          year in
          which the changes occur through comprehensive income of a business entity
          or
          changes in unrestricted net assets for not-for-profit organization. This
          statement also improves financial reporting by requiring an employer to
          measure
          the funded status of a plan as of the date of its year-end statement of
          financial position, with limited exceptions. The management of the Company
          is of
          the opinion that the adoption of this new pronouncement will not have an
          impact
          on its financial statements.
 
 In
          February 2007, the FASB issued SFAS No. 159, “ *The
          Fair Value Option for Financial Assets and Liabilities* ”
(“SFAS
          No. 159”), which permits entities to measure many financial instruments and
          certain other items at fair value that are not currently required to be
          measured
          at fair value. An entity would report unrealized gains and losses on items
          for
          which the fair value option had been elected in earnings at each subsequent
          reporting date. The objective is to improve financial reporting by providing
          entities with the opportunity to mitigate volatility in reported earrings
          caused
          by measuring related assets and liabilities differently without having
          to apply
          complex hedge accounting provisions. The decision about whether to elect
          the
          fair value option is applied instrument by instrument, with a few exceptions;
          the decision is irrevocable; and it is applied only to entire instruments
          and
          not to portions of instruments. The statement requires disclosures that
          facilitate comparisons (a) between entities that choose different measurement
          attributes for similar assets and liabilities and (b) between assets and
          liabilities in the financial statements of an entity that selects different
          measurement attributes for similar assets and liabilities. SFAS No. 159
          is
          effective for financial statements issued for fiscal years beginning after
          November 15, 2007. Early adoption is permitted as of the beginning of a
          fiscal
          year provided the entity also elects to apply the provisions of SFAS No.
          157.
          Upon implementation, an entity shall report the effect of the first
          re-measurement to fair value as a cumulative-effect adjustment to the opening
          balance of retained earnings. Since the provisions of SFAS No. 159 are
          applied
          prospectively, any potential impact will depend on the instruments selected
          for
          fair value measurement at the time of implementation. The management of
          the
          Company is of the opinion that the adoption of this new pronouncement will
          not
          have an impact on its financial statements.
 
 F-13
 *Table
                of Contents*
  **MAJIC
            WHEELS CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2007**
 In
          December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
          Interests in Consolidated Financial Statements - an amendment of ARB No.
          51”* (“SFAS
          No. 160”), ** which
          establishes accounting and reporting standards to improve the relevance,
          comparability, and transparency of financial information in its consolidated
          financial statements. This is accomplished by requiring all entities, except
          not-for-profit organizations, that prepare consolidated financial statements
          to
          (a) clearly identify, label, and present ownership interests in subsidiaries
          held by parties other than the parent in the consolidated statement of
          financial
          position within equity, but separate from the parent’s equity; (b) clearly
          identify and present both the parent’s and the noncontrolling’s interest
          attributable consolidated net income on the face of the consolidated statement
          of income; (c) consistently account for changes in parent’s ownership interest
          while the parent retains it controlling financial interest in subsidiary
          and for
          all transactions that are economically similar to be accounted for similarly;
          (d) measure of any gain, loss, or retained noncontrolling equity at fair
          value
          after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
          that clearly identify and distinguish between the interests of the parent
          and
          the interests of the noncontrolling owners. This Statement also 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. SFAS No. 160 is effective for fiscal years and interim
          periods on or after December 15, 2008. The management of the Company does
          not
          expect the adoption of this pronouncement to have a material impact on
          its
          financial statements.
 
 **(9)**
                **Commitments
                    and Contingencies**
 
 On
          June
          21, 2007, the Company committed to paying royalties for a five-year period
          to
          Michael Taft, an inventor, based on four and one half percent of all future
          revenues received from the exploitation of certain patent rights pertaining
          to a
          climbing device, as described in Note 3 above.
 
 As
          described in Note 4 above, on June 20, 2007, the Company entered into a
          Marketing Rights Agreement with Idea Plus and Global. The Agreement provides
          to
          Idea Plus and Global the right to purchase from Majic Wheels, for a period
          of
          five years, 100,000 units per year of produced radio-controlled toy vehicles
          for
          consideration of cost plus 15 percent (excluding any value added taxes).
  F-14
 *Table
              of Contents*
  **Item
        8. Changes In and Disagreements With Accountants on Accounting
        and Financial Disclosure**
 
 We
        have
        had no Changes In and Disagreements with Accountants on Accounting and Financial
        Disclosure for the fiscal year ended December 31, 2007.
 
 **Item
        8a. Controls and Procedures**
 
 Within
        the 90 day period preceding the filing of this report, our management evaluated
        the effectiveness of the design and operation of its disclosure controls
        and
        procedures (the “Disclosure Controls”) as of the end of the period covered by
        this Form 10-KSB and (ii) any changes in internal controls over financial
        reporting that occurred during the last quarter of our fiscal year. This
        evaluation (“Controls Evaluation”) was done under the supervision and with the
        participation of management, including the Chief Executive Officer (“CEO”) and
        Chief Financial Officer (“CFO
  **Limitations
        on the Effectiveness of Controls**
 
 A
        control
        system, no matter how well conceived and operated, can provide only reasonable,
        no absolute, assurance that the objectives of the control systems are met.
        Further, the design of a control system must reflect the fact that there
        are
        resource constraints, and the benefits of controls must be considered relative
        to their costs. Because of the inherent limitations in all control systems,
        no
        evaluation of controls can provide absolute assurance that all control issues
        and instances of fraud, if any, have been detected. Because of the inherent
        limitation in a cost effective control system, misstatements due to error
        or
        fraud may occur and not be detected. We will conduct periodic evaluations
        of our
        internal controls to enhance, where necessary, our procedures and
        controls.
 
 **Conclusions**
 
 Based
        upon the Controls Evaluation, the CEO and CFO have concluded that the Disclosure
        Controls are effective in reaching a reasonable level of assurance that
        management is timely alerted to material information relating to the Company
        during the period when its periodic reports are being prepared. In accord
        with
        the U.S. Securities and Exchange Commission’s requirements, the CEO and CFO
        conducted an evaluation of the Company’s internal control over financial
        reporting (the “Internal Controls”) to determine whether there have been any
        changes in Internal Controls that occurred during the quarter which have
        materially affected or which are reasonably likely to materially affect Internal
        controls. Based on this evaluation, there have been no such changes in Internal
        Controls during the last quarter of the period covered by this
        report.
  19
 *Table
            of Contents*
 
 **Part
        III**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.**
 
 The
        following table sets forth certain information regarding the members of our
        Board of Directors and our executive officers as of March 7, 2008.
 
 **Name**
              
              **Age**
              
              **Positions
                  and Offices Held**Lavi
                  Krasney
              
              40
              
              President
                  and DirectorBenjamin
                  Resheff
              
              55
              
              Secretary
                  and DirectorAsher
                  Zwebner
              
              44
              
              Treasurer
  Our
        Directors hold office until the next annual meeting of our stockholders or
        until
        their successors are duly elected and qualified. Set forth below is a summary
        description of the principal occupation and business experience of each of
        our
        Directors and executive officers for at least the last five years.
  Lavi
        Krasney has been our President and Director since the Company’s inception on
        March 15, 2007. Since 1994 to present, Mr. Krasney has been self-employed
        and
        has served as an investment counselor, managing multi-million dollar portfolios
        for individual clients, various institutions, and corporations. From 1991
        to
        1993, he studied and worked in the management internship program at Bank
        Hapoalim, which is considered by many to be the most prestigious management
        trainee program in Israel. Mr. Krasney also served in the Intelligence Corps
        of
        the Israeli Army from 1985 to 1988 and thereafter commenced his studies.
        Mr.
        Krasney graduated magna cum laude with a B.A. in Economics from the University
        of Haifa in 1991 and completed his MBA in Finance at the Tel Aviv University
        in
        1994. Mr. Krasney served from March 2004 until November 2006 as a Director
        of
        Cdoor Corp (now SinoBiomed Corp.), a publicly-traded company engaged in the
        manufacture of Biopharmaceutical products. Since March 2007, Mr. Krasney
        has
        also served as a Director of Cardio Vascular Medical Device Corp., a company
        engaged in the development of a unique heart stent.
 
 Benjamin
        Resheff has served as our Secretary and Director since June 15, 2007. Since
        2001
        Mr. Resheff has been the President of Idea Plus Ltd., a company based in
        Ramat
        Gan, Israel. Idea Plus Ltd. markets new products and patents, including those
        of
        ThermoSiv Ltd., a thermal fabric manufacturer controlled by Idea Plus Ltd.
        From
        August 2000 to August 2001, he was a Vice President of sales and marketing
        at
        Optimet Ltd. a company based in Jerusalem, Israel . From 1996 until 2001,
        Mr.
        Resheff was the Director of business development for Cognitens Ltd., an optical
        quality control equipment manufacturer in Israel. Mr. Resheff graduated with
        a
        BSc. In Electronics and Computer Science from the Technion, Israel Institute
        of
        Technology in 1978 and completed his MBA at Manchester University in
        2001.
  Asher
        Zwebner has served as our Treasurer since the Company’s inception in March 15,
        2007. As of January 1, 2007, Mr. Zwebner has served as the Chief Financial
        Officer of SinoBiomed Inc., and since October 18, 2007, as the Chief Financial
        Officer of PCMT Corporation, each a publicly traded company. From November
        2004
        until October 2006, Mr. Zwebner was also a Director of SinoBiomed Inc. Since
        May
        2002, he has also served as the Chief Financial Officer of ForexManage Ltd.,
        a
        private hi-tech developer of Internet-based foreign exchange and risk management
        solutions based in Israel. From May 2001 until May 2002, Mr. Zwebner served
        as
        the Chief Financial Officer of SMC Ventures.com, a strategic consulting firm
        specializing in mergers and acquisitions and in corporate debt and equity
        financing activities. From January 2000 until May 2001, Mr. Zwebner acted
        as CFO
        for Britanica.com, an educational software company that developed a proprietary
        e-learning platform technology. . From March 1995 through December 1999,
        Mr.
        Zwebner was a senior manager at the Israeli accounting office of Kost Forer
        and
        Gabbay, a member of Ernst & Young International. Mr. Zwebner is a CPA in
        Israel and the United States, and received a BS Degree in Accounting and
        Finance
        from Touro College in 1988.
  20
 *Table
            of Contents*
 
 There
        are
        no familial relationships among any of our Directors or officers. None of
        our
        Directors or officers is a Director in any other U.S. reporting companies
        except
        as mentioned above. None of our Directors or officers has been affiliated
        with
        any company that has filed for bankruptcy within the last five years. The
        Company is not aware of any proceedings to which any of the Company’s officers
        or Directors, or any associate of any such officer or Director, is a party
        that
        are adverse to the Company. We are also not aware of any material interest
        of
        any of our officers or Directors that is adverse to our own
        interests.
  Each
        Director of the Company serves for a term of one year or until the successor
        is
        elected at the Company's annual stockholders' meeting and is qualified, subject
        to removal by the Company's stockholders. Each officer serves, at the pleasure
        of the Board of Directors, for a term of one year and until the successor
        is
        elected at the annual meeting of the Board of Directors and is
        qualified.
  **AUDIT
        COMMITTEE AND FINANCIAL EXPERT**
  We
        do not
        have an audit committee or an audit committee financial expert. Our corporate
        financial affairs are simple at this stage of development and each financial
        transaction can be viewed by any officer or Director at will. The policy
        of
        having no committee will change if the constitution of one such becomes
        necessary as a result of growth of the Company or as mandated by public
        policy.
  **CODE
        OF ETHICS**
  We
        do not
        currently have a Code of Ethics applicable to our principal executive,
        financial, and accounting officers; however, the Company plans to implement
        such
        a code in the first quarter of 2008.
  **POTENTIAL
        CONFLICTS OF INTEREST**
  Since
        we
        do not have an audit or compensation committee comprised of independent
        Directors, the functions that would have been performed by such committees
        are
        performed by our Board of Directors. Thus, there is a potential conflict
        of
        interest in that our Directors have the authority to determine issues concerning
        management compensation, in essence their own, and audit issues that may
        affect
        management decisions. Our Directors and officers are engaged in our business
        activities on a part-time basis. Benjamin Resheff and Lavi Krasney, our current
        Directors and officers, intend to devote only approximately five hours per
        week to our business activities. Mr. Resheff, is the President of Idea Plus
        Ltd., one of the companies from which we acquired the marketing rights to
        the
        Patented Technology. Mr. Reshef may be faced with a conflict of interest
        if we
        are unable to fully perform our obligations pursuant to the Marketing Rights
        Agreement.
  21
 *Table
            of Contents*
 
 **Item
        10. Executive Compensation**
 
 For
        the
        fiscal year ended December 31, 2007, no Officer/Director has been compensated
        with salaries or other form of remuneration except as set forth
        below:
 
 We
        have
        not paid, nor do we owe, any compensation to our executive officers. We have
        not
        paid any compensation to our officers since our inception, nor do we plan
        to use
        any part of the offering proceeds to compensate our officers or
        Directors. We will not pay our officers and Directors any compensation from
        offering proceeds or any other source until we have revenues from the
        sale of our Product. The company’s decision to compensate officers will depend
        on the availability of its cash resources and the company’s need for cash to
        further the company’s business purposes.
 
 We
        have
        no employment agreements with any of our executive officers or
        employees.
 
 SUMMARY
        COMPENSATION TABLE
  Long
                  Term CompensationAnnual
                  Compensation
              
              
              Awards
              
              
              Pay-outsName
                  and Principal Position
              
              
              Year(1)
              
              
              Salary
              
              
              Bonus
              
              
              Other
              
              
              Securities
                Underlying
                Options/SARs
                Granted
              
              
              Restricted
                Shares
                  or
                Restricted
                Share
                Units
              
              
              LTIP
                Pay-outs
              
              
              All
                Other**Lavi
                  Krasney**President and Director
              
              
              2007
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil**Benjamin
                  Resheff**Secretary and Director
              
              
              2007
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil**Asher
                  Zwebner**Treasurer
              
              
              2007
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              Nil
  (1)
              We
                  were incorporated on March 15,
                  2007.
  **OPTION/SAR
        GRANTS**
  We
        do not
        currently have a stock option plan. No individual grants of stock options,
        whether or not in tandem with stock appreciation rights known as SARs or
        freestanding SARs have been made to any executive officer or any Director
        since
        our inception; accordingly, no stock options have been granted or exercised
        by
        any of the officers or Directors since we were founded.
  **LONG-TERM
        INCENTIVE PLANS AND AWARDS**
  We
        do not
        have any long-term incentive plans that provide compensation intended to
        serve
        as incentive for performance. No individual grants or agreements regarding
        future payouts under non-stock price-based plans have been made to any executive
        officer or any Director or any employee or consultant since our inception;
        accordingly, no future payouts under non-stock price-based plans or agreements
        have been granted or entered into or exercised by our officer or Director
        or
        employees or consultants since we were founded.
  22
 *Table
            of Contents*
 
 **COMPENSATION
        OF DIRECTORS**
  There
        are
        no arrangements pursuant to which our Director is or will be compensated
        in the
        future for any services provided as a Director.
  **EMPLOYMENT
        CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL
        ARRANGEMENTS**
  There
        are
        currently no employment agreements or other contracts or arrangements with
        our
        officers or Directors. There are no compensation plans or arrangements,
        including payments to be made by us, with respect to our officers, Directors,
        or
        consultants that would result from the resignation, retirement, or any other
        termination of any of our Directors, officers, or consultants. There are
        no
        arrangements for our Directors, officers, employees, or consultants that
        would
        result from a change-in-control.
 
 **Director
        and Officer Insurance**
 
 The
        Company does not have directors and officers (“D & O”) liability insurance
        at this time.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and
        Management**
 
 The
        table
        below sets forth information with respect to the beneficial ownership of
        the
        Company's Common Stock by (i) each person who is known to the Company to
        be the
        beneficial owner of more than five percent (5%) of the Company's common stock,
        (ii) all Directors and nominees, (iii) each executive officer, and (iv) all
        Directors and executive officers as a group.
 
 Unless
        otherwise indicated, the Company believes that the beneficial owner has sole
        voting and investment power over such shares. The Company does not believe
        that
        any other stockholders act as a “group”, as that term is defined in Section
        13(d)(3) of the Securities Exchange Act of 1934, as amended. As of March
        7 2008,
        the Company had issued and outstanding 8,000,000 shares of Common
        Stock.
 (i)
        The
        following table sets forth certain information concerning the ownership of
        the
        Common Stock by (a) each person who, to the best of our knowledge, beneficially
        owned on that date more than 5% of our outstanding common stock, (b) each
        of our
        Directors and executive officers and (c) all current Directors and executive
        officers as a group. The following table is based upon an aggregate of 8,000,000
        shares of our common stock outstanding as of March 7, 2008.
 
 Name
                  and Address of
                Beneficial
                  Owner
              
              Number
                  of Shares of
                Common
                Stock
                  Beneficially
                Owned
                  or Right to
                Direct
                  Vote (1)
              
              Percent
                  of Common
                Stock
                  Beneficially
                Owned
                  or Right
                to
                  Direct Vote (1)Lavi
                  Krasney
              
              
              2,000,000
              
              
              25
              %Asher
                  Zwebner
              
              
              2,000,000
              
              
              25
              %Danny
                  Elbaz
              
              
              1,800,000
              
              
              22.5
              %Benjamin
                  Resheff
              
              
              1,800,000
              
              
              22.5
              %Eran
                  Gronich
              
              
              400,000
              
              
              5
              %All
                  stockholders, and / or Directors and / or executive officers
                as
                  a group (five persons)
              
              
              8,000,000
              
              
              100
              %
  23
 *Table
            of Contents*
  (1)
        Beneficial ownership is determined in accordance with the rules of the
        Securities and Exchange Commission (the "SEC") and generally includes voting
        or
        investment power with respect to securities. In accordance with SEC rules,
        shares of common stock issuable upon the exercise of options or warrants
        which
        are currently exercisable or which become exercisable within 60 days following
        the date of the information in this table are deemed to be beneficially owned
        by, and outstanding with respect to, the holder of such option or warrant.
        Except as indicated by footnote, and subject to community property laws where
        applicable, to our knowledge, each person listed is believed to have sole
        voting
        and investment power with respect to all shares of common stock owned by
        such
        person.
  **Item
        12. Certain Relationships and Related Transactions Issuance of
        Stock**
 
 Other
        than the transactions discussed below, we have not entered into any transaction
        nor are there any proposed transactions in which our Director, executive
        officer, stockholders, or any member of the immediate family of the foregoing
        had or is to have a direct or indirect material interest.
 
 On
        June
        20, 2007, we sold 2,000,000 shares of our common stock to Mr. Lavi Krasney,
        our
        President and Director, for cash payment to us of $200. We believe this issuance
        was deemed to be exempt under Regulation S of the Securities Act. No advertising
        or general solicitation was employed in offering the securities. The offering
        and sale were made only to a non-U.S. citizen, and transfer was restricted
        by us
        in accordance with the requirements of the Securities Act of 1933.
 
 On
        June
        20, 2007, we sold 2,000,000 shares of our common stock to Mr. Asher Zwebner,
        our
        Treasurer, for cash payment to us of $200. We believe this issuance was deemed
        to be exempt under Regulation S of the Securities Act. No advertising or
        general
        solicitation was employed in offering the securities. The offering and sale
        were
        made only to a non-U.S. citizen, and transfer was restricted by us in accordance
        with the requirements of the Securities Act of 1933.
 
 On
        June
        20, 2007, we sold 1,800,000 shares of our common stock to Mr. Benjamin Resheff,
        our Secretary and Director, for cash payment to us of $180. We believe this
        issuance was deemed to be exempt under Regulation S of the Securities Act.
        No
        advertising or general solicitation was employed in offering the securities.
        The
        offering and sale were made only to a non-U.S. citizen, and transfer was
        restricted by us in accordance with the requirements of the Securities Act
        of
        1933.
 
 As
        of
        September 30, 2007, the Company owed Mr. Lavi Krasney, our President and
        Director, $9,200 for a working capital loan received by the Company on September
        28, 2007. The loan is unsecured, non-interest bearing, and has no terms or
        fixed
        date for repayment. The offering proceeds will not be used to repay the
        loan.
 
 Benjamin
        Resheff, our Secretary and Director, is the President of Idea Plus Ltd. On
        June
        20, 2007, the Company entered into a Marketing Rights Agreement with Idea
        Plus
        Ltd. and Global Sourcing and Marketing, LLC, pursuant to which we acquired
        the
        worldwide marketing rights to the Product in consideration of $60,000 to
        be paid
        to Global Sourcing and Marketing, LLC. According to the terms of the agreement,
        Global Sourcing and Marketing, LLC also has the right to purchase from Majic
        Wheels, for a period of five years, 100,000 units of produced radio-controlled
        toy vehicles per year at cost plus fifteen percent (excluding any value added
        taxes). Idea Plus Ltd. did not receive any payment from Majic Wheels, and
        does
        not have any right to purchase units of the Product from Majic Wheels. The
        Marketing Rights Agreement specifies that should we fail to pay Global Sourcing
        and Marketing, LLC any payment required under the agreement, Global Sourcing
        and
        Marketing, LLC may terminate the Marketing Rights Agreement and re-activate
        the
        Distributor Agreement signed between Michael Taft and Idea Plus Ltd. and
        Global
        Sourcing and Marketing, LLC on November 21, 2005. As of December 31, 2007,
        we
        have paid $10,000 in connection with the Marketing Rights Agreement, with
        the
        remaining $50,000 due on June 30, 2008.
  24
 *Table
            of Contents*
 
 **Item
        13. Exhibits**
 
 **Index
        to Exhibits**
 
 Exhibit3.1*
              Articles
                  of Incorporation of the Company3.2*
              Bylaws
                  of the Company3.3*
              Form
                  of Common Stock Certificate of the Company10.1*
              Licensing
                  Agreement dated June 21, 2007, between the Company and the
                  Licensor10.2*
              Marketing
                  Rights Agreement dated June 20, 200710.3*
              Amendment
                  to Marketing Rights Agreement dated December 26, 200731.1
              Certification
                  of Principal Executive Officer Pursuant to Exchange Act Rule
                  13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of Principal Financial Officer Pursuant to Exchange Act Rule
                  13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200232.132.2
  *  Previously
        filed as an exhibit to the Company’s Form SB-1 filed on November 27, 2007, and
        subsequent filings
  **Item
        14. Principal Accounting Fees and
        Services**
 
 During
        the fiscal year ended December 31, 2007, we paid a total of $5,000 in audit,
        audit-related, tax or other fees paid for professional services rendered
        by
        the registered independent auditors who audited the financial
        statements of the Delaware corporation that are filed herewith as those of
        the
        Company. See Item 7, “Financial Statements,” above.
 
 During
        the fiscal year ended December 31, 2007, the Registrant did not have an audit
        committee.
  25
 *Table
            of Contents*
 
 **Signatures**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, Majic Wheels Corp. has duly caused this Report to be signed on behalf
        of
        the undersigned thereunto duly authorized on March 7, 2008.
  **Majic
                  Wheels Corp.**By:
                  /s/
              Lavi
                KrasneyLavi
                  Krasney, President and CEO
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this Report has
        been
        signed by the following persons in the capacities indicated and on March
        7,
        2008.
 
 Signature
              
              Title
              Date/s/
                  Lavi Krasney
              
              President,
                  CEO,
              March
                  7, 2008Lavi
                  Krasney,
              
              and
                  Director/s/
                  Benjamin Resheff
              
              Secretary
                  and Director
              March
                  7, 2008Benjamin
                  Resheff/s/
                  Asher Zwebner
              
              Chief
                  Financial Officer
              March
                  7, 2008Asher
                  Zwebner
  26