**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




__________________________





**FORM
      10-Q**


__________________________





Quarterly
      Report Pursuant to Section 13 or 15 (D) of the Securities Act of
      1934


for
      the
      quarterly period ended: September 30, 2008





**Commission
      File number:** 333-147629




**___________________________**





**MAJIC
      WHEELS CORP.**


(Exact
      name of small business issuer as specified in its charter) ****





**Delaware**


(State
      or
      other jurisdiction of Incorporation or organization)





98-0533882 ****


(IRS
      Employee 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)





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 and 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, non-accelerated filer or smaller reporting company (as
        defined in Rule 12b-2 of the Exchange Act).
  Large
                  accelerated filero
              Accelerated
                  filero
              Non-accelerated
                  filero
              Smaller
                  Reporting Companyx




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




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date:




Common
        Stock, $0.0001 par value, 50,000,000 shares


(Class)
        (Outstanding as of November 10, 2008)









**MAJIC
      WHEELS CORP.**


**Form
      10-Q**





**Index**




PagePart I. FINANCIAL INFORMATIONItem 1.
            Financial
                Statements (Unaudited)
            F-1Item 2.
            Management’s
                Discussion and Analysis or Plan of Operation
            3Item 3.
            Control
                and Procedures
            6Part II. OTHER INFORMATIONItem 1.
            Legal
                Proceedings
            7Item 2.
            Changes
                in Securities
            7Item 3.
            Defaults
                Upon Senior Securities
            7Item 4.
            Submission
                Of Matters To A Vote of Security Holders
            7Item 5.
            Other
                Information
            7Item 6.
            Exhibits
                and Reports on Form 8 -K
            7Signatures
            8Certifications
            9





2




**Part
        I.**  **Financial
        Information**
 
 **Item
        1.**  **Financial
        Statements**


**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
  Financial
                    Statements-Balance
                    Sheets as of September 30, 2008, and December 31, 2007
                
                
                F-2Statements
                    of Operations for the Three Months and Nine Months EndedSeptember
                    30, 2008, the Three Months and Period Ended September 30,
                    2007,and
                    Cumulative from Inception
                
                
                F-3Statements
                    of Cash Flows for the Nine Months Ended September 30, 2008, thePeriod
                    Ended September 30, 2007, and Cumulative from Inception
                
                
                F-4Notes
                    to Financial Statements September 30, 2008, and 2007
                
                
                F-5
  F-1
  **MAJIC
          WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEETS (NOTE 2)**
 **AS
        OF SEPTEMBER 30, 2008, AND DECEMBER 31, 2007**


**(Unaudited)**





**ASSETS****2008**
            
            **2007****Current
                Assets:**Cash
                in bank
            
            $
            2,606
            
            $
            676Total
                current assets
            
            
            2,606
            
            
            676**Other
                Assets:**Patent
                rights (net of accumulated amortization of $1,004 and $439 respectively
                )
            
            
            2,762
            
            
            3,327Marketing
                rights (net of accumulated amortization $16,000 and $7,000
                respectively)
            
            
            44,000
            
            
            53,000Deferred
                offering costs
            
            
            -
            
            
            35,000Total
                other assets
            
            
            46,762
            
            
            91,327**Total
                Assets**
            
            $
            49,368
            
            $
            92,003**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****Current
                Liabilities:**Accrued
                liabilities
            
            $
            6,397
            
            $
            18,602Marketing
                rights agreement obligation
            
            
            -
            
            
            50,000Due
                to related party - Director and stockholder
            
            
            49,200
            
            
            41,200Total
                current liabilities
            
            
            55,597
            
            
            109,802Total
                liabilities
            
            
            55,597
            
            
            109,802**Commitments
                and Contingencies****Stockholders'
                (Deficit):**Common
                stock, par value $.0001 per share, 150,000,000 sharesauthorized;
                50,000,000 and 40,000,000 shares issued and
                outstandingin
                2008 and 2007, respectively
            
            
            5,000
            
            
            4,000Additional
                paid-in capital
            
            
            115,281
            
            
            -Discount
                on common stock
            
            
            -
            
            
            (3,200
            )(Deficit)
                accumulated during the development stage
            
            
            (126,510
            )
            
            (18,599
            )Total
                stockholders' (deficit)
            
            
            (6,229
            )
            
            (17,799
            )**Total
                Liabilities and Stockholders' (Deficit)**
            
            $
            49,368
            
            $
            92,003






The
        accompanying notes to financial statements are
 an
        integral part of this balance sheet.




F-2




**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS (NOTE 2)**
 **FOR
        THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008, THE THREE MONTHS
        ENDED**
 **AND
        PERIOD ENDED SEPTEMBER 30, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 15,
        2007)**
 **THROUGH
        SEPTEMBER 30, 2008**
 **(Unaudited)**
  **Three
                  Months Ended**
                **September
                  30,**
              
              **Nine
                  Months Ended September 30,**
              
              **Period
                  Ended September 30,**
              
              **Cumulative
                  From****2008**
              
              **2007**
              
              **2008**
              
              **2007**
              
              **Inception****Revenues**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**General
                  and administrative-Research
                  and development
              
              
              18,307
              
              
              -
              
              
              25,759
              
              
              -
              
              
              25,759Consulting
                  fees
              
              
              -
              
              
              -
              
              
              21,000
              
              
              -
              
              
              24,000Transfer
                  agent fees
              
              
              6,052
              
              
              1,750
              
              
              19,873
              
              
              1,750
              
              
              20,801Amortization
              
              
              3,188
              
              
              3,188
              
              
              9,565
              
              
              4,251
              
              
              17,003Audit
                  and review fees
              
              
              3,000
              
              
              -
              
              
              9,000
              
              
              -
              
              
              9,000Legal
                  fees
              
              
              750
              
              
              -
              
              
              6,975
              
              
              -
              
              
              6,975Accounting
                  fees
              
              
              1,000
              
              
              -
              
              
              3,500
              
              
              -
              
              
              5,500Filing
                  fees
              
              
              -
              
              
              -
              
              
              2,520
              
              
              -
              
              
              5,113Web
                  design fees
              
              
              4,200
              
              
              -
              
              
              4,200
              
              
              -
              
              
              4,200Office
                  supplies
              
              
              -
              
              
              -
              
              
              2,270
              
              
              -
              
              
              2,270Organization
                  costs
              
              
              -
              
              
              -
              
              
              -
              
              
              2,270
              
              
              2,270Bank
                  charges
              
              
              317
              
              
              86
              
              
              1,290
              
              
              86
              
              
              1,660Printing
              
              
              591
              
              
              -
              
              
              591
              
              
              -
              
              
              591Internet
                  fees
              
              
              -
              
              
              -
              
              
              356
              
              
              -
              
              
              356Total
                  general and administrative expenses
              
              
              37,405
              
              
              5,024
              
              
              106,899
              
              
              8,357
              
              
              125,498**(Loss)
                  from Operations**
              
              
              (37,405
              )
              
              (5,024
              )
              
              (106,899
              )
              
              (8,357
              )
              
              (125,498
              )**Other
                  Income (Expense)**
              
              
              -
              
              
              -
              
              
              (1,012
              )
              
              -
              
              
              (1,012
              )**Provision
                  for income taxes**
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              $
              (37,405
              )
              $
              (5,024
              )
              $
              (107,911
              )
              $
              (8,357
              )
              $
              (126,510
              )**(Loss)
                  Per Common Share:**(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )**Weighted
                  Average Number of Common Shares****Outstanding
                  - Basic and Diluted**
              
              
              50,000,000
              
              
              40,000,000
              
              
              47,750,000
              
              
              20,600,000


The
      accompanying notes to financial statements are


an
      integral part of these balance sheets.




F-3




**MAJIC
        WHEELS CORP.**


**(A
        DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS (NOTE 2)**


**FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2008, THE PERIOD ENDED**
 **SEPTEMBER
        30, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
        SEPTEMBER 30, 2008**
 **(Unaudited)**
  **Nine****Months
                  Ended**
              
              **Period
                  Ended**
              
              **Cumulative****September
                  30,**
              
              **September
                  30,**
              
              **From****2008**
              
              **2007**
              
              **Inception****Operating
                  Activities:**Net
                  (loss)
              
              $
              (107,911
              )
              $
              (8,357
              )
              $
              (126,510
              )Adjustments
                  to reconcile net (loss) to net cash
              
              
              
              
              
              
              
              
              -(used
                  in) provided by operating activities:
              
              
              
              
              
              
              
              
              -Amortization
              
              
              9,565
              
              
              4,251
              
              
              17,004Changes
                  in net liabilities-Accrued
                  liabilities
              
              
              (12,205
              )
              
              33,536
              
              
              6,397-**Net
                  Cash (Used in) Provided by Operating Activities**
              
              
              (110,551
              )
              
              29,430
              
              
              (103,109
              )**Investing
                  Activities:**Patent
                  rights
              
              
              -
              
              
              (3,766
              )
              
              (3,766
              )Marketing
                  rights
              
              
              (50,000
              )
              
              (10,000
              )
              
              (60,000
              )**Net
                  Cash (Used in) Investing Activities**
              
              
              (50,000
              )
              
              (13,766
              )
              
              (63,766
              )**Financing
                  Activities:**Proceeds
                  from issuance of common stock
              
              
              119,481
              
              
              800
              
              
              165,281Proceeds
                  from loan from related party - Director and stockholder
              
              
              88,000
              
              
              9,200
              
              
              129,200Payments
                  on loan from related party - Director and stockholder
              
              
              (80,000
              )
              
              -
              
              
              (80,000
              )Deferred
                  offering costs
              
              
              35,000
              
              
              (20,000
              )
              
              (45,000
              )**Net
                  Cash Provided by (Used in) Financing Activities**
              
              
              162,481
              
              
              (10,000
              )
              
              169,481**Net
                  Increase in Cash**
              
              
              1,930
              
              
              5,664
              
              
              2,606**Cash
                  - Beginning of Period**
              
              
              676
              
              
              -
              
              
              -**Cash
                  - End of Period**
              
              $
              2,606
              
              $
              5,664
              
              $
              2,606**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-4




**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


**(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 S-1 with the Securities and Exchange
      Commission, and raise capital of up to $160,000 from a self-underwritten
      offering of 10,000,000 (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 the Company as of September 30, 2008, and for
      the three-month and nine-month periods ended September 30, 2008, and 2007,
      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 September 30, 2008, and the results of its operations
      and its cash flows for the three-month and nine-month periods ended September
      30, 2008, and 2007, and cumulative from inception. These results are not
      necessarily indicative of the results expected for the calendar year ending
      December 31, 2008. 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 audited financial
      statements of the Company as of December 31, 2007, in its Annual Report on
      Form
      10-KSB filed with the SEC for additional information, including significant
      accounting policies.





*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.




F-5




**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**




*Development
      Costs*





The
      Company is in the development stage, and is 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 periods ended September 30, 2008, and 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. 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 periods ended September 30, 2008, and 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.





*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.




F-6


**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


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 September 30, 2008, 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 September 30, 2008, and revenues and expenses
      for
      the periods ended September 30, 2008, and 2007, 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 September 30, 2008, 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 10,000,000 **** (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**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


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 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
      September 30, 2008, 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 $1,004 for the period ended September 30,
      2008.





**(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 June
      30, 2008, the obligation related to the marketing agreement was paid in full
      by
      the Company.




F-8


**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


**(5)**  **Common
      Stock**





On
      June
      20, 2007, the Company issued 40,000,000 (post forward stock split) shares of
      common stock valued at a price of $0.0001 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 10,000,000 **** (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 10,000,000 (post forward
      stock split) registered shares of its common stock, par value of $0.0001 per
      share, at an offering price of $0.08 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.





**(6)**  **Income
      Taxes**





The
      provision (benefit) for income taxes for the periods ended September 30, 2008,
      and 2007 was as follows (using a 23.7 percent effective Federal and state income
      tax rate):




**2008**
              
              **2007**Current
                  Tax Provision:Federal
                  and state-Taxable
                  income
              
              $
              -
              
              $
              -Total
                  current tax provision
              
              $
              -
              
              $
              -Deferred
                  Tax Provision:Federal
                  and state-Loss
                  carryforwards
              
              $
              25,575
              
              $
              1,981Change
                  in valuation allowance
              
              
              (25,575
              )
              
              (1,981
              )Total
                  deferred tax provision
              
              $
              -
              
              $
              -


F-9





**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


The
      Company had deferred income tax assets as of September 30, 2008, as
      follows:




**2008**Loss
                  carryforwards
              
              $
              29,983Less
                  - Valuation allowance
              
              
              (29,983
              )Total
                  net deferred tax assets
              
              $
              -


As
      of
      September 30, 2008, the Company had net operating loss carryforwards for income
      tax reporting purposes of approximately $126,510 that may be offset against
      future taxable income. The net operating loss carryforwards expire in the year
      2028. 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.





**(7)**  **Related
      Party Transactions**





As
      of
      September 30, 2008, the Company owed to a Director and stockholder of the
      Company $49,200 for various working capital loans received by the Company from
      September 28, 2007, through September 30, 2008. The loans are unsecured,
      non-interest bearing, and have no terms for repayment.





**(8)**  **Recent
      Accounting Pronouncements**





In
      March
      2008, the FASB issued FASB Statement No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities - an amendment of FASB
      Statement 133”* (“SFAS
      No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
      hedging activities, including enhanced disclosures regarding how: (a) an entity
      uses derivative instruments; (b) derivative instruments and related hedged
      items
      are accounted for under SFAS No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities”* ;
      and (c)
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. Specifically, SFAS No. 161
      requires:





●
            Disclosure
                of the objectives for using derivative instruments be disclosed in
                terms
                of underlying risk and accounting
                designation;


●
            Disclosure
                of the fair values of derivative instruments and their gains and
                losses in
                a tabular format;


●
            Disclosure
                of information about credit-risk-related contingent features;
                and


●
            Cross-reference
                from the derivative footnote to other footnotes in which
                derivative-related information is
                disclosed.




F-10


**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


SFAS
      No.
      161 is effective for fiscal years and interim periods beginning after November
      15, 2008. Earlier application is encouraged. The management of the Company
      does
      not expect the adoption of this pronouncement to have a material impact on
      its
      financial statements.





On
      May 9,
      2008, the FASB issued FASB Statement No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      No. 162”). SFAS No. 162 is intended to improve financial reporting by
      identifying a consistent framework, or hierarchy, for selecting accounting
      principles to be used in preparing financial statements that are presented
      in
      conformity with U.S. generally accepted accounting principles (“GAAP”) for
      nongovernmental entities.





Prior
      to
      the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
      Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
      Standards (“SAS”) No. 69, “ *The
      Meaning of Present Fairly in Conformity with Generally Accept Accounting
      Principles.”* SAS No.
      69 has been criticized because it is directed to the auditor rather than the
      entity. SFAS No. 162 addresses these issues by establishing that the GAAP
      hierarchy should be directed to entities because it is the entity (not the
      auditor) that is responsible for selecting accounting principles for financial
      statements that are presented in conformity with GAAP.





The
      sources of accounting principles that are generally accepted are categorized
      in
      descending order as follows:





a)
            FASB
                Statements of Financial Accounting Standards and Interpretations,
                FASB
                Statement 133 Implementation Issues, FASB Staff Positions, and American
                Institute of Certified Public Accountants (AICPA) Accounting Research
                Bulletins and Accounting Principles Board Opinions that are not superseded
                by actions of the FASB.





b)
            FASB
                Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
                and
                Accounting Guides and Statements of
                Position.





c)
            AICPA
                Accounting Standards Executive Committee Practice Bulletins that
                have been
                cleared by the FASB, consensus positions of the FASB Emerging Issues
                Task
                Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
                (EITF D-Topics).





d)
            Implementation
                guides (Q&As) published by the FASB staff, AICPA Accounting
                Interpretations, AICPA Industry Audit and Accounting Guides and Statements
                of Position not cleared by the FASB, and practices that are widely
                recognized and prevalent either generally or in the
                industry.





SFAS
      No.
      162 is effective 60 days following the SEC’s approval of the Public Company
      Accounting Oversight Board amendment to its authoritative literature. It is
      only
      effective for nongovernmental entities; therefore, the GAAP hierarchy will
      remain in SAS 69 for state and local governmental entities and federal
      governmental entities. The management of the Company does not expect the
      adoption of this pronouncement to have a material impact on its financial
      statements.




F-11




**MAJIC
        WHEELS CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**


On
      May
      26, 2008, the FASB issued FASB Statement No. 163, “ *Accounting
      for Financial Guarantee Insurance Contracts* ”
(“SFAS
      No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “ *Accounting
      and Reporting by Insurance Enterprises* ”
(“SFAS
      No. 60”), applies to financial guarantee insurance contracts issued by insurance
      enterprises, including the recognition and measurement of premium revenue and
      claim liabilities. It also requires expanded disclosures about financial
      guarantee insurance contracts.





The
      accounting and disclosure requirements of SFAS No. 163 are intended to improve
      the comparability and quality of information provided to users of financial
      statements by creating consistency. Diversity exists in practice in accounting
      for financial guarantee insurance contracts by insurance enterprises under
      SFAS
      No. 60, “ *Accounting
      and Reporting by Insurance Enterprises.* ”
That
      diversity results in inconsistencies in the recognition and measurement of
      claim
      liabilities because of differing views about when a loss has been incurred
      under
      FASB Statement No. 5, “ *Accounting
      for Contingencies* ”
(“SFAS
      No. 5”). SFAS No. 163 requires that an insurance enterprise recognize a claim
      liability prior to an event of default when there is evidence that credit
      deterioration has occurred in an insured financial obligation. It also requires
      disclosure about (a) the risk-management activities used by an insurance
      enterprise to evaluate credit deterioration in its insured financial obligations
      and (b) the insurance enterprise’s surveillance or watch list.





SFAS
      No.
      163 is effective for financial statements issued for fiscal years beginning
      after December 15, 2008, and all interim periods within those fiscal years,
      except for disclosures about the insurance enterprise’s risk-management
      activities. Disclosures about the insurance enterprise’s risk-management
      activities are effective the first period beginning after issuance of SFAS
      No.
      163. Except for those disclosures, earlier application is not permitted. The
      management of Majic Wheels does not expect the adoption of this pronouncement
      to
      have 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, 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).





On
      March
      3, 2008, the Company entered into a Transfer Agent Agreement with Island Capital
      Management, LLC dba Island Stock Transfer (“Island Stock Transfer”) for transfer
      agent services. Under the Agreement, the Company agreed to pay to Island Stock
      Transfer initial fees amounting to $12,000 payable as follows: $1,000 due at
      the
      time of execution of the Agreement; and, $11,000 within 60 days. The Company
      is
      also responsible for a monthly maintenance fee of $100. As of June 30, 2008,
      the
      Company had paid fees totaling $12,000 for transfer agent services.




F-12





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




USE
      OF
      NAMES





In
      this
      Quarterly Report, the terms “Majic Wheels Corp. ,” “Company,” “we,” or “our,”
unless the context otherwise requires, mean “Majic Wheels Corp.”





CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This
      Quarterly Report on Form 10-Q and other reports that we file with the SEC
      contain statements that are considered forward-looking statements.
      Forward-looking statements give the Company’s current expectations, plans,
      objectives, assumptions, or forecasts of future events. All statements other
      than statements of current or historical fact contained in this Quarterly
      Report, including statements regarding the Company’s future financial position,
      business strategy, budgets, projected costs, and plans and objectives of
      management for future operations, are forward-looking statements. In some cases,
      you can identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management
      believes,” “we believe,” “we intend,” and similar expressions. These statements
      are based on the Company’s current plans and are subject to risks and
      uncertainties, and as such the Company’s actual future activities and results of
      operations may be materially different from those set forth in the
      forward-looking statements. Any or all of the forward-looking statements in
      this Quarterly Report may turn out to be inaccurate and as such, you should
      not place undue reliance on these forward-looking statements. The Company has
      based these forward-looking statements largely on its current expectations
      and
      projections about future events and financial trends that it believes may affect
      its financial condition, results of operations, business strategy, and financial
      needs. The forward-looking statements can be affected by inaccurate assumptions
      or by known or unknown risks, uncertainties, and assumptions due to a number
      of
      factors, including:




·
            dependence
                on key personnel;·
            competitive
                factors;·
            degree
                of success of research and development programs;·
            the
                operation of our business; and·
            general
                economic conditions in the United States, Israel, and
                China




These
      forward-looking statements speak only as of the date on which they are made,
      and
      except to the extent required by federal securities laws, we undertake no
      obligation to update any forward-looking statements to reflect events or
      circumstances after the date on which the statement is made or to reflect the
      occurrence of unanticipated events. In addition, we cannot assess the impact
      of
      each factor on our business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements. All subsequent written and oral forward-looking
      statements attributable to the Company or persons acting on its behalf are
      expressly qualified in their entirety by the cautionary statements contained
      in
      this Quarterly Report.




3




**ABOUT
      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 third 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 at cost plus 15 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 March 31,
      2008, the full amount of $60,000 in connection with the Marketing Rights
      Agreement was paid .





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 10,000,000 (post forward stock split) 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. As of June 30, 2008, the Company had received $164,481
      in
      connection with 10,000,000 (post forward stock split) of subscribed common
      stock.




4




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 Quarterly Report refer to
      Majic
      Wheels Corp. Our fiscal year end is December 31.




**Employees**





As
      of
      September 30 2008, 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.





**PLAN
      OF OPERATIONS**




**Liquidity,
      Capital Resources, and Operations:**




During
      the nine months ended September 30, 2008, net cash used in operating
      activities was $110,551 and the Company incurred a net loss of $107,911. The
      Company had cash on hand as at September 30, 2008, in the amount of $2,606.
      These factors raise substantial doubt about the Company’s ability to continue as
      a going concern. The Company anticipates that in order to fulfill its plan
      of
      operations, it will need to seek financing from outside sources.  To this
      end, the Company is constantly pursuing private debt and equity sources.




**Results
      of Operations:**





**For
      the Nine Months Ended September 30, 2008, vs. September 30,
      2007**




For
      the
      nine months ended September 30 2008, the Company had $NIL in sales. General
      and
      administrative expenses amounted to $106,899 and the net loss for the related
      period was $107,911 as compared to $8,357 for the period ending September 30,
      2007.





We
      have,
      in our history, generated no revenues from sales, no income from
      operations, have incurred substantial expenses, and have sustained losses.
      In
      addition, we expect to continue to incur significant operating expenses. As
      a
      result, we will need to generate significant revenues to achieve profitability,
      which may not occur. We expect our operating expenses to increase as a result
      of
      our planned expansion.




5




**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 other assets, 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.





**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.**  **Controls
      and Procedures**





Evaluation
      and Disclosure Controls and Procedures





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





**Changes
      in Internal Controls over Financial Reporting**





Based
      on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-Q, our principal executive officer and principal financial officer
      concluded that our disclosure controls and procedures, as defined in Rule
      13a-15(e) promulgated under the Securities Exchange Act of 1924, were effective
      in design and operation. There have been no changes in our system of internal
      control over financial reporting in connection with the evaluation by our
      principal executive officer and principal financial officer during our most
      recent fiscal quarter that have materially affected, or are reasonably likely
      to
      materially affect, our internal control over financial reporting.




6




**Part
      II. Other Information**





**Item
      1.** **Legal
      Proceedings**





Other
      than as set forth herein, we are not aware of any pending or threatened
      litigation against us that we expect will have a material adverse effect on
      our
      business, financial condition, liquidity, or operating results. However, legal
      claims are inherently uncertain and we cannot assure you that we will not be
      adversely affected in the future by legal proceedings.





**Item
      2.**  **Changes
      In Securities**




None.





**Item
      3.**  **Defaults
      Upon Senior Securities**





None.





**Item
      4.**  **Submission
      of Matters To A Vote Of Security Holders**





None.





**Item
      5.**  **Other
      Information**





None.





**Item 6.****Exhibits**a.
            Exhibits:3.1*
            
            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 2002


31.2
              
              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 200232.1
              
              Certification
                  of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  200232.2
              
              Certification
                  of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,
                  as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 *
 
        Previously filed as an exhibit to the Company’s Form S-1 filed on November 27,
        2007, and subsequent filings




7




**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 November 10,
      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
      November 10, 2008.





Signature
            
            Title
            
            Date/s/
                Lavi Krasney
            
            President
                and CEO
            
            November
                10, 2008Lavi
                Krasney
            
            and
                Director/s/
                Benjamin Resheff
            
            Secretary
                and Director
            
            November
                10, 2008Benjamin
                Resheff/s/
                Asher Zwebner
            
            Chief
                Financial Officer
            
            November
                10, 2008Asher
                Zwebner




8