UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


(Amendment No. 1)





x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the quarterly period ended June
30, 2010




o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from __________ to
  __________




Commission
File Number: 333- 147629





MAJIC
WHEELS CORP.


(Exact
name of Registrant as specified in its charter)





Delaware
                
                98-0533882(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (IRS
      Employer ID Number)





28
Rembrandt St.


Tel Aviv,
Israel 52522


(Address
of principal executive offices)





972-(3) 5759001


(Registrant's
telephone number, including area code)




______________________________________________________________


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





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x   No o




Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            Smaller
      reporting company
            x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o No x





As
of  July 23 2010, 100,000,000 shares of common stock, par value
$0.0001 per share, were outstanding.







TABLE
OF CONTENTS





PagePART
      IItem
      1. Financial Statements
                
                F-1Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                
                3Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                
                6Item
      4(T). Controls and Procedures
                
                6PART
      IIItem
      1. Legal Proceedings
                
                6Item IA.
      Risk Factors
                
                6Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                
                6Item
      3. Defaults Upon Senior Securities
                
                6Item
      4. Submission of Matters to a Vote of Security Holders
                
                7Item
      5. Other Information
                
                7Item
      6. Exhibits
                
                8Signatures
                
                9









2




PART
I


FINANCIAL
INFORMATION




Item
1. Financial Statements.




MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 
 Financial
      Statements-Balance
      Sheets as of June 30, 2010, and December 31, 2009
                      F-2Statements
      of Operations for the Three and Six Months EndedJune
      30, 2010, and 2009, and Cumulative from Inception
                      F-3Statements
      of Cash Flows for the Six Months EndedJune
      30, 2010, and 2009, and Cumulative from Inception
                      F-4Notes
      to Financial Statements June 30, 2010, and 2009
                      F-5
 F-1
  MAJIC
      WHEELS CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETS (NOTE 2)AS
      OF JUNE 30, 2010, AND DECEMBER 31, 2009(Unaudited)
   ASSETSJune
      30,
                                                            
                                                            
                                                            December
      31,2010
                                                            
                                                            
                                                            2009Current
      Assets:Cash
      in bank
                                                            
                                                            $
                                                            194
                                                            
                                                            
                                                            $
                                                            719Total
      current assets
                                                            
                                                            
                                                            194
                                                            
                                                            
                                                            
                                                            719Other
      Assets:Patent
      rights (net of accumulated amortization of $2,370and
      $1,994 in 2010 and 2009, respectively)
                                                            
                                                            
                                                            4,678
                                                            
                                                            
                                                            
                                                            5,054Marketing
      rights (net of accumulated amortization of $37,000and
      $31,000 in 2010 and 2009, respectively)
                                                            
                                                            
                                                            23,000
                                                            
                                                            
                                                            
                                                            29,000Total
      other assets
                                                            
                                                            
                                                            27,678
                                                            
                                                            
                                                            
                                                            34,054Total
      Assets
                                                            
                                                            $
                                                            27,872
                                                            
                                                            
                                                            $
                                                            34,773LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                                                            
                                                            $
                                                            100
                                                            
                                                            
                                                            $
                                                            3,600Accrued
      liabilities
                                                            
                                                            
                                                            7,688
                                                            
                                                            
                                                            
                                                            9,178Due
      to related party - Director and stockholder
                                                            
                                                            
                                                            120,695
                                                            
                                                            
                                                            
                                                            97,695Total
      current liabilities
                                                            
                                                            
                                                            128,483
                                                            
                                                            
                                                            
                                                            110,473Total
      liabilities
                                                            
                                                            
                                                            128,483
                                                            
                                                            
                                                            
                                                            110,473Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $.0001 per share, 150,000,000 sharesauthorized;
      100,000,000 shares issued and outstandingin
      2010 and 2009, respectively
                                                            
                                                            
                                                            10,000
                                                            
                                                            
                                                            
                                                            10,000Additional
      paid-in capital
                                                            
                                                            
                                                            110,281
                                                            
                                                            
                                                            
                                                            110,281(Deficit)
      accumulated during the development stage
                                                            
                                                            
                                                            (220,892
                                                            )
                                                            
                                                            
                                                            (195,981
                                                            )Total
      stockholders' (deficit)
                                                            
                                                            
                                                            (100,611
                                                            )
                                                            
                                                            
                                                            (75,700
                                                            )Total
      Liabilities and Stockholders' (Deficit)
                                                            
                                                            $
                                                            27,872
                                                            
                                                            
                                                            $
                                                            34,773
  The
accompanying notes to financial statements are
 an
integral part of these balance sheets.
  F-2
  MAJIC
      WHEELS CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS (NOTE 2)FOR
      THE THREE AND SIX MONTHS ENDED JUNE 30, 2010, AND 2009,
  ANDCUMULATIVE
      FROM INCEPTION (MARCH 15, 2007) THROUGH JUNE 30, 2010(Unaudited)
  Three
      Months Ended
                                        
                                        
                                        Six
      Months Ended
                                        
                                        
                                        CumulativeJune
      30,
                                        
                                        
                                        June
      30,
                                        
                                        
                                        From2010
                                        
                                        
                                        2009
                                        
                                        
                                        2010
                                        
                                        
                                        2009
                                        
                                        
                                        InceptionRevenues
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Expenses:General
      and administrative-Professional
      fees
                                        
                                        
                                        5,000
                                        
                                        
                                        
                                        8,192
                                        
                                        
                                        
                                        13,228
                                        
                                        
                                        
                                        13,692
                                        
                                        
                                        
                                        90,642Research
      and Development
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        31,350Amortization
                                        
                                        
                                        3,188
                                        
                                        
                                        
                                        3,188
                                        
                                        
                                        
                                        6,376
                                        
                                        
                                        
                                        6,376
                                        
                                        
                                        
                                        39,370Consulting
      fees
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        23,625Filing
      fees
                                        
                                        
                                        2,188
                                        
                                        
                                        
                                        2,216
                                        
                                        
                                        
                                        2,188
                                        
                                        
                                        
                                        2,216
                                        
                                        
                                        
                                        12,695Web
      design fees
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,200Investor
      and public relations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,030
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,883Office
      supplies
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,270Organization
      costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,270Bank
      charges
                                        
                                        
                                        -
                                        
                                        
                                        
                                        170
                                        
                                        
                                        
                                        89
                                        
                                        
                                        
                                        220
                                        
                                        
                                        
                                        2,529Other
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,058Total
      general and administrative expenses
                                        
                                        
                                        10,376
                                        
                                        
                                        
                                        13,766
                                        
                                        
                                        
                                        24,911
                                        
                                        
                                        
                                        22,504
                                        
                                        
                                        
                                        220,892(Loss)
      from Operations
                                        
                                        
                                        (10,376
                                        )
                                        
                                        
                                        (13,766
                                        )
                                        
                                        
                                        (24,911
                                        )
                                        
                                        
                                        (22,504
                                        )
                                        
                                        
                                        (220,892
                                        )Other
      Income (Expense)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Provision
      for income taxes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      (Loss)
                                        
                                        $
                                        (10,376
                                        )
                                        
                                        $
                                        (13,766
                                        )
                                        
                                        $
                                        (24,911
                                        )
                                        
                                        $
                                        (22,504
                                        )
                                        
                                        $
                                        (220,892
                                        )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                                        
                                        
                                        100,000,000
                                        
                                        
                                        
                                        100,000,000
                                        
                                        
                                        
                                        100,000,000
                                        
                                        
                                        
                                        100,000,000
 
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-3
  MAJIC
      WHEELS CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS (NOTE 2)FOR
      THE SIX MONTHS ENDED JUNE 30, 2010, AND 2009,AND
      CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH JUNE 30,
      2010(Unaudited)
  Six
      Months Ended
                                                  
                                                  
                                                  CumulativeJune
      30,
                                                  
                                                  
                                                  From2010
                                                  
                                                  
                                                  2009
                                                  
                                                  
                                                  InceptionOperating
      Activities:Net
      (loss)
                                                  
                                                  $
                                                  (24,911
                                                  )
                                                  
                                                  $
                                                  (22,504
                                                  )
                                                  
                                                  $
                                                  (220,892
                                                  )Adjustments
      to reconcile net (loss) to net cash(used
      in) operating activities:Amortization
                                                  
                                                  
                                                  6,376
                                                  
                                                  
                                                  
                                                  6,376
                                                  
                                                  
                                                  
                                                  39,370Changes
      in net liabilities-Accounts
      payable - Trade
                                                  
                                                  
                                                  (3,500
                                                  )
                                                  
                                                  
                                                  1,100
                                                  
                                                  
                                                  
                                                  100Accrued
      liabilities
                                                  
                                                  
                                                  (1,490
                                                  )
                                                  
                                                  
                                                  (2,100
                                                  )
                                                  
                                                  
                                                  7,688Net
      Cash (Used in) Operating Activities
                                                  
                                                  
                                                  (23,525
                                                  )
                                                  
                                                  
                                                  (17,128
                                                  )
                                                  
                                                  
                                                  (173,734
                                                  )Investing
      Activities:Patent
      rights
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (7,048
                                                  )Marketing
      rights
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (60,000
                                                  )Net
      Cash (Used in) Investing Activities
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (67,048
                                                  )Financing
      Activities:Proceeds
      from issuance of common stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  165,281Due
      to related party - Director and stockholder
                                                  
                                                  
                                                  23,000
                                                  
                                                  
                                                  
                                                  16,000
                                                  
                                                  
                                                  
                                                  120,695Deferred
      offering costs
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (45,000
                                                  )Net
      Cash Provided by Financing Activities
                                                  
                                                  
                                                  23,000
                                                  
                                                  
                                                  
                                                  16,000
                                                  
                                                  
                                                  
                                                  240,976Net
      Increase (Decrease) in Cash
                                                  
                                                  
                                                  (525
                                                  )
                                                  
                                                  
                                                  (1,128
                                                  )
                                                  
                                                  
                                                  194Cash
      - Beginning of Period
                                                  
                                                  
                                                  719
                                                  
                                                  
                                                  
                                                  2,522
                                                  
                                                  
                                                  
                                                  -Cash
      - End of Period
                                                  
                                                  $
                                                  194
                                                  
                                                  
                                                  $
                                                  1,394
                                                  
                                                  
                                                  $
                                                  194Supplemental
      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-4
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 (1)           Summary
of Significant Accounting Policies
 
 Basis of Presentation and
Organization
 
 Majic
Wheels Corp. (“Majic Wheels” 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 effect
a Registration Statement on Form S-1 with the Securities and Exchange
Commission, and raised capital of up to $160,000 from a self-underwritten
offering of 20,000,000 (post forward stock split) shares of newly issued common
stock in the public markets.  The Registration Statement on Form S-1
was filed with the SEC on November 27, 2007, and declared effective on February
22, 2008.  On April 15, 2008, Majic Wheels completed an offering of
its registered common stock as explained in Note 5.
 
 Unaudited
Interim Financial Statements
 
 The
interim financial statements of Majic Wheels as of June 30, 2010, and December
31, 2009, and for the three and six months ended June 30, 2010, and 2009, and
cumulative from inception, are unaudited.  However, in the opinion of
management, the interim financial statements include all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the Company’s
financial position as of June 30, 2010, and December 31, 2009, and the results
of its operations and its cash flows for the three and six months ended June 30,
2010, and 2009, and cumulative from inception.  These results are not
necessarily indicative of the results expected for the calendar year ending
December 31, 2010.  The accompanying financial statements and notes
thereto do not reflect all disclosures required under accounting principles
generally accepted in the United States of America.  Refer to the
Company’s audited financial statements as of December 31, 2009, filed with the
SEC for additional information, including significant accounting
policies.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statements 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.  Revenues will be recognized for financial reporting
purposes when there is persuasive evidence of an agreement or contract, contract
milestones have been met or delivery has occurred, acceptance has been approved
by the customer, the fee is fixed or determinable, and collection of the related
receivable is probable.
  F-5
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 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.
 
 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 three and six months ended June 30,
2010, and 2009, 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.  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 three or six months ended June 30, 2010, and
2009.
 
 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.
 
 F-6
 
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 
 Income
Taxes
 
 The
Company accounts for income taxes pursuant to the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“Topic
740”).  Under Topic 740, 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.
 
 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 June 30, 2010, and December 31, 2009,
the carrying value of the Company’s financial instruments 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 June 30, 2010, and December 31,
2009, and expenses for the three and six months ended June 30, 2010, and 2009,
and cumulative from inception.  Actual results could differ from those
estimates made by management.
 
 (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 June 30, 2010, 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 S-1 with the SEC to raise capital of up to
$160,000 from a self-underwritten offering of 20,000,000 (post forward stock
split) shares of newly issued common stock in the public markets. The
Registration Statement on Form S-1 was filed with the SEC on November 27, 2007,
and declared effective on February 22, 2008.  On April 15, 2008, Majic
Wheels completed an offering of its registered common stock as explained in Note
5.  The Company also intends to conduct additional capital formation
activities through the issuance of its common stock and to commence
operations.
  F-7
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 While
management of the Company believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the
Company will be able to raise additional 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.
 
 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 June 30, 2010, and December 31, 2009, 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 amounts of $376 and $376 for the six
months ended June 30, 2010, and 2009, respectively.
 
 (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, $2,500 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 June 30, 2008, the obligation related to
the marketing agreement was paid in full by the Company.  The Company
recorded amortization of costs associated with the Marketing Rights Agreement in
the amounts of $3,000 and $6,000 for the three and six months ended June 30,
2010, and 2009, respectively.
  F-8
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 (5)           Common
Stock
 
 On June
20, 2007, the Company issued 80,000,000 (post forward stock split) shares of
common stock valued at a price of $0.00001 per share 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 S-1 with the SEC to raise capital of up to
$160,000 from a self-underwritten offering of 20,000,000 (post forward stock
split) shares of newly issued common stock in the public markets.  The
Registration Statement on Form S-1 was filed with the SEC on November 27, 2007,
and declared effective on February 22, 2008.  In March 2008, the
Company commenced the offering of its registered securities.  In April
2008, the Company completed and closed the offering by selling a total of
20,000,000 (post forward stock split)  registered shares of its common
stock, par value of $0.0001 per share, at an offering price of $0.008 per share,
for total proceeds of $164,481.
 
 On July
14, 2008, the Company declared a 5-for-1 forward stock split of its issued and
outstanding common stock to the holders of record on that date.  Such
forward stock split was effective as of July 15, 2008.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split.
 
 On March
2, 2009, the Company declared a 2-for-1 forward stock split of its issued and
outstanding common stock to the holders of record on that date.  Such
forward stock split was effective as of March 17, 2009.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split.
 
 F-9
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
 (6)           Income
Taxes
 
 The
provision (benefit) for income taxes for the six months ended June 30, 2010, and
2009, were as follows (using a 23 percent effective Federal and state income tax
rate):
 
 Six
      Months EndedJune
      30,2010
                                        
                                        
                                        2009Current
      Tax Provision:Federal
      and state-Taxable
      income
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Total
      current tax provision
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                                        
                                        $
                                        5,730
                                        
                                        
                                        $
                                        5,176Change
      in valuation allowance
                                        
                                        
                                        (5,730
                                        )
                                        
                                        
                                        (5,176
                                        )Total
      deferred tax provision
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
 The
Company had deferred income tax assets as of June 30, 2010, and December 31,
2009, as follows:
 
 As
      ofJune 30,2010
                                                                                  
                                                                                  
                                                                                  As
      ofDecember 31,2009Loss
      carryforwards
                                                                                  
                                                                                  $
                                                                                  50,805
                                                                                  
                                                                                  
                                                                                  $
                                                                                  45,076Less
      - Valuation allowance
                                                                                  
                                                                                  
                                                                                  (50,805
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (45,076
                                                                                  )Total
      net deferred tax assets
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
 As of
June 30, 2010, and December 31, 2009, the Company had net operating loss
carryforwards for income tax reporting purposes of approximately $220,892 and
$195,981, respectively that may be offset against future taxable
income.  The net operating loss carryforwards begin to 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.
 
 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.
  F-10
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
30, 2010, AND 2009
 (Unaudited)
   (7)           Related
Party Transactions
 
 As of
June 30, 2010, and December 31, 2009, the Company owed to a Director and
stockholder of the Company $120,695 and $97,695, respectively, for various
working capital loans received by the Company from September 28, 2007, through
June 30, 2010.  The loans are unsecured, non-interest bearing, and
have no terms for repayment.
 
 (8)           Commitments
and Contingencies
 
 On June
21, 2007, the Company committed to paying royalties for a five-year period to
Michael Taft, 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).
 
 (9)           Recent
Accounting Pronouncements
 
 Effective
July 1, 2009, the Company adopted FASB ASC Topic 105-10, “Generally Accepted Accounting
Principles – Overall” (“Topic 105-10”). Topic 105-10 establishes the FASB
Accounting Standards Codification (the “Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification carries an equal
level of authority. The Codification superseded all existing non-SEC accounting
and reporting standards. All other non-grandfathered, non-SEC accounting
literature not included in the Codification is non-authoritative. The FASB will
not issue new standards in the form of Statements, FASB Staff Positions or
Emerging Issues Task Force Abstracts. Instead, it will issue Accounting
Standards Updates (“ASU’s”). The FASB will not consider ASU’s as authoritative
in their own right.  ASU’s will serve only to update the Codification,
provide background information about the guidance and provide the bases for
conclusions on the change(s) in the Codification. References made to FASB
guidance throughout this document have been updated for the
Codification.
  In
January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair
Value Measurements." This update requires additional disclosure within
the roll forward of activity for assets and liabilities measured at fair value
on a recurring basis, including transfers of assets and liabilities between
Level 1 and Level 2 of the fair value hierarchy and the separate presentation of
purchases, sales, issuances and settlements of assets and liabilities within
Level 3 of the fair value hierarchy. In addition, the update requires enhanced
disclosures of the valuation techniques and inputs used in the fair value
measurements within Levels 2 and 3. The new disclosure requirements are
effective for interim and annual periods beginning after December 15, 2009,
except for the disclosure of purchases, sales, issuances and settlements of
Level 3 measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures,
the Company does not expect that the adoption of this update will have a
material effect on its financial statements.
  In
February 2010, the FASB issued ASU No. 2010-09, "Amendments to Certain Recognition
and Disclosure Requirements", which eliminates the requirement for SEC
filers to disclose the date through which an entity has evaluated subsequent
events.  ASC No. 2010-09 is effective for its fiscal quarter beginning
after December 15, 2010.  The adoption of ASC No. 2010-06 will not have a
material impact on the Company's financial statements.
  Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company’s present or future
consolidated financial statements.




F-11




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





As used
in this quarterly report on Form 10-Q, references to the “Majic Wheels Corp,”
Company,” “we,” “our” or “us” refer to Majic Wheels Corp. unless the context
otherwise indicates.





Forward-Looking
Statements





The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.





For a
description of such risks and uncertainties, refer to our Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 27, 2009. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.





Overview





We were
incorporated in Delaware on March 15, 2007, and we are a development stage
company. To date, we have not generated any revenues and our operations have
been limited to organizational and capital formation. Since we were
incorporated, we have executed a Patent Licensing Agreement for the licensing of
a patent pertaining to the use of a substance with unique adhesive properties,
executed a Marketing Rights Agreement for worldwide marketing rights pertaining
to our product, issued common stock pursuant to subscription agreements, and
commenced capital formation activities.





We intend
to engage in the manufacturing and distribution of a radio-controlled toy
vehicle which uses a patented technology that allows the vehicle to climb
inclined and vertical surfaces. More specifically, the Patented Technology
relates to the use of a substance with unique adhesive properties which can be
molded into various shapes, including tires for installation on radio-controlled
toy vehicles. Unlike current remote-controlled toy vehicles that can be
driven on flat or inclined surfaces, our Product adds vertical surfaces to the
dimensions in which to play and entertain. We expect that our Product will climb
and cling to the surface of vertical walls without falling. The use of the
patented technology in the Product will enable us to create a toy that seemingly
challenges gravity and provides entertainment and fun.




3


According
to the International Council of Toy Industries, “Toys do more than entertain and
keep children occupied. Properly chosen, they should aid a child's physical,
mental, social and emotional development. Play is universally recognized as a
vital part of learning and growing and, because toys are such an important
ingredient of play, they are invaluable to a child's development into a mature,
confident adult.”  See http://www.toy
icti.org/info/toysandchilddevelopment.html.




According
to a recent survey commissioned by the International Council of Toy Industries,
the total value of world toy sales in 2006 was approximately US$67 billion and
was expected to grow to US$71billion in 2007. The strongest growth is expected
in Latin America, Asia and Eastern Europe. As of 2006, North America and Asia
have represented over 50% of the world market sales.
See  http://www.toy-icti.org.





We do not
currently have a working prototype of our Product, but intend to create one by
the end of the third quarter of 2010. 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’s toys. We expect
that the Product's retail price to the consumer will be between $50 and
$60.




Plan
of Operation





The
Company intends to develop a working prototype, which can then be used to
develop and manufacture the actual product. The intention is to raise these
additional funds in 2010 and complete the prototype development and manufacture
our Product in China, where, due to the low cost of manufacturing, a very large
proportion of the world’s toys are manufactured. We intend to engage a third
party manufacturer to manufacture our Product pursuant to strict guidelines that
we will set during the development of our working prototype.





We also
plan to consult with marketing companies to assist us with the development of
marketing and distribution channels for the Product. These efforts will take
many forms, including:




·
            direct
      contact with major toy
manufacturers,





·
            direct
      sales via the Company’s website (www.majicwheels.com currently in
      development),





·
            wholesale
      and retail contracts with third party manufacturers and sales
      outlets.




Our
auditors have issued an opinion on our financial statements as of December 31,
2009, 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 twelve 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.





Results
of Operations For the six months ended June 30, 2010 as compared to the six
months ended June 30, 2009





The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K  for the
year ending  December 31, 2009. Results for interim periods may not be
indicative of results for the full year.





Revenues




The
Company is in its development stage and did not generate any revenues for the
six months ended June 30, 2010.





Total
operating expenses





During
the six months ended June 30, 2010, and 2009, total operating expenses were
$24,911and $22,504, respectively. The general and administrative expenses were
primarily the result of fees for legal and professional accounting associated
with fulfilling the Company’s SEC reporting requirements.





Net
loss





During
the six months ended June 30, 2010, and 2009, the net loss was $24,911 and
$22,504 respectively.





4




Going
Concern Consideration





The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $24,911 for
the six months ended June 30, 2010, and a net loss of $22,504 for
the six months ended June 30, 2009. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.





While
management of the Company believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the
Company will be able to raise additional 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.




Liquidity
and Capital Resources





As of
December 31, 2009, and June 30, 2010, the Company had cash in the amount of $719
and $194, respectively. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to date.
Cash provided by financing activities for the six months ended June 30, 2010,
and June 30  2009, totaled $23,000 and $16,000, respectively, was
generated from the funding from various working capital loans from a Director
and a stockholder of the Company.








5


The
Company does not believe that its available funds will be sufficient to fund its
expenses over the next 12 months. The Company will need to obtain additional
capital in order to develop its business operations and become profitable. In
order to obtain capital, the Company may need to sell additional shares of its
common stock or borrow funds from private lenders. There can be no assurance
that additional capital will be available to the Company. The Company currently
has no agreements, arrangements, or understandings with any person to obtain
funds through bank loans, lines of credit, or any other sources. Since the
Company has no such arrangements or plans currently in effect, its inability to
raise funds for the above purposes will have a severe negative impact on its
ability to remain a viable company.





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.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.





Item
4(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this Report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the 1934
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and
forms.





Changes
In internal Control Over Financial Reporting.





There
have been no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule
240.15d-15 that occurred during the Company’s last fiscal quarter that has
materially affected, or is reasonable likely to materially affect, the Company's
internal control over financial reporting.





PART
II


OTHER
INFORMATION





Item
1. Legal Proceedings.





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





Item
1A.  Risk Factors





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Purchases
of equity securities by the issuer and affiliated purchasers





None.





Use
of Proceeds





None





Item
3. Defaults Upon Senior Securities.





None.




6


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





There was
no matter submitted to a vote of security holders during the three months ended
June 30 2010.





Item
5. Other Information.





On July
20, 2010, MAJIC Wheels Corp. (the "Company") sold an aggregate of 54,000,000
shares of Common Stock to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC. for a
total of $118,000 pursuant to an Agreement for the Purchase of Common Stock.  The
shares represent approximately 36% of the total outstanding securities
of the Company.  Also on July 20, 2010, Eran Gronich sold an aggregate
of 4,000,000 shares of Common Stock of the Company to BAJA 4 X 4 OFFROAD
& FABRICATIONS, INC. for a total of $4,000 pursuant to an Agreement for the
Purchase of Common Stock.  Finally on July 20, 2010, Daniel Elbaz sold an
aggregate of 18,000,000 shares of Common Stock of the Company to BAJA 4 X
4 OFFROAD & FABRICATIONS, INC. for a total of $18,000 pursuant to an
Agreement for the Purchase of Common Stock.
 
 As a
result of the Stock Purchases of BAJA 4 X 4 OFFROAD & FABRICATIONS, INC.
control of the Company in the form of a total of 50.6% of the total issued
and outstanding shares of common stock of the Company which total
 150,000,000
was changed to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC.




7




Item
6. Exhibits





Exhibit
                  No.
                
                Description31.1
                
                Rule
      13a-14(a)/15d14(a) Certifications of Asher Zwebner, Interim Chief
      Executive Officer, Chief Financial Officer and Director(attached
      hereto)32.1
                
                Section
      1350 Certifications of Asher Zwebner, Interim Chief Executive Officer,
      Chief Financial Officer and Director(attached
  hereto)















8




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




MAJIC WHEELS CORP
      .Dated:
      November 22, 2010.
                By:
                /s/
      Asher ZwebnerName:  Asher
      ZwebnerTitle:
      Interim Chief Executive Officer, ChiefFinancial
      Officer and Director (Principal
                  Executive,
      Financial and Accounting Officer)






















9