**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




__________________________





**FORM
      10-QSB**


__________________________





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


for
      the
      quarterly period ended: June 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 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, $0.001 par value, 10,000,000 shares(Class)
                (Outstanding
                as of July 24, 2008)










**MAJIC
      WHEELS CORP.**


**Form
      10-QSB**





**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**
 **JUNE
        30, 2008, AND 2007**
 **(Unaudited)**
  Financial
                    Statements-Balance
                    Sheet as of June 30, 2008
                F-2Statements
                    of Operations for the Three Months and Six Months EndedJune
                    30, 2008, the Three Months and Period Ended June 30, 2007,and
                    Cumulative from Inception
                F-3Statements
                    of Cash Flows for the Six Months Ended June 30, 2008, thePeriod
                    Ended June 30, 2007, and Cumulative from Inception
                F-4Notes
                    to Financial Statements June 30, 2008, and 2007
                F-5
  F-1
 
 **MAJIC
                        WHEELS CORP.****(A
                        DEVELOPMENT STAGE COMPANY)****BALANCE
                        SHEET (NOTE 2)****AS
                        OF JUNE 30, 2008****(Unaudited)**
  **ASSETS****2008****Current
                        Assets:**Cash
                        in bank
                    
                    $
                    16,334Total
                        current assets
                    
                    
                    16,334**Other
                        Assets:**Patent
                        rights (net of accumulated amortization of $815)
                    
                    
                    2,951Marketing
                        rights (net of accumulated amortization $13,000)
                    
                    
                    47,000Total
                        other assets
                    
                    
                    49,951**Total
                        Assets**
                    
                    $
                    66,285**LIABILITIES
                        AND STOCKHOLDERS' EQUITY****Current
                        Liabilities:**Accrued
                        liabilities
                    
                    $
                    14,909Due
                        to related party - Director and stockholder
                    
                    
                    20,200Total
                        current liabilities
                    
                    
                    35,109Total
                        liabilities
                    
                    
                    35,109**Commitments
                        and Contingencies****Stockholders'
                        Equity:**Common
                        stock, par value $.0001 per share, 150,000,000
                        sharesauthorized;
                        50,000,000 shares issued and outstanding
                    
                    
                    5,000Additional
                        paid-in capital
                    
                    
                    115,281(Deficit)
                        accumulated during the development stage
                    
                    
                    (89,105
                    )Total
                        stockholders' Equity
                    
                    
                    31,176**Total
                        Liabilities and Stockholders' Equity**
                    
                    $
                    66,285
 The
            accompanying notes to financial statements are
 an
            integral part of these statements.
  F-2
 **MAJIC
                      WHEELS CORP.****(A
                      DEVELOPMENT STAGE COMPANY)****STATEMENTS
                      OF OPERATIONS (NOTE 2)****FOR
                      THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2008, THE THREE
                      MONTHS
                      ENDED****AND
                      PERIOD ENDED JUNE 30, 2007, AND CUMULATIVE FROM INCEPTION (MARCH
                      15,
                      2007)****THROUGH
                      JUNE 30, 2008****(Unaudited)**
  **Six****Months
                      Ended**
                  
                  **Period
                      Ended**
                  
                  **Cumulative****Three
                      Months Ended June 30,**
                  
                  **June
                      30,**
                  
                  **June
                      30,**
                  
                  **From****2008**
                  
                  **2007**
                  
                  **2008**
                  
                  **2007**
                  
                  **Inception****Revenues**
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -**Expenses:**General
                      and administrative-Consulting
                      fees
                  
                  
                  21,000
                  
                  
                  -
                  
                  
                  22,000
                  
                  
                  -
                  
                  
                  24,000Transfer
                      agent fees
                  
                  
                  12,821
                  
                  
                  -
                  
                  
                  12,821
                  
                  
                  -
                  
                  
                  14,749Amortization
                  
                  
                  3,188
                  
                  
                  1,063
                  
                  
                  6,377
                  
                  
                  1,063
                  
                  
                  13,815Research
                      and development
                  
                  
                  7,452
                  
                  
                  -
                  
                  
                  7,452
                  
                  
                  -
                  
                  
                  7,452Legal
                      fees
                  
                  
                  750
                  
                  
                  -
                  
                  
                  6,225
                  
                  
                  -
                  
                  
                  6,225Audit
                      and review fees
                  
                  
                  3,000
                  
                  
                  -
                  
                  
                  6,000
                  
                  
                  -
                  
                  
                  6,000Filing
                      fees
                  
                  
                  619
                  
                  
                  -
                  
                  
                  2,520
                  
                  
                  -
                  
                  
                  5,113Accounting
                      fees
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  2,500
                  
                  
                  -
                  
                  
                  4,500Office
                      supplies
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,270
                  
                  
                  -
                  
                  
                  2,270Organization
                      costs
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,270
                  
                  
                  2,270Bank
                      charges
                  
                  
                  462
                  
                  
                  -
                  
                  
                  973
                  
                  
                  -
                  
                  
                  1,343Internet
                      fees
                  
                  
                  356
                  
                  
                  -
                  
                  
                  356
                  
                  
                  -
                  
                  
                  356Total
                      general and administrative expenses
                  
                  
                  50,648
                  
                  
                  1,063
                  
                  
                  69,494
                  
                  
                  3,333
                  
                  
                  88,093**(Loss)
                      from Operations**
                  
                  
                  (50,648
                  )
                  
                  (1,063
                  )
                  
                  (69,494
                  )
                  
                  (3,333
                  )
                  
                  (88,093
                  )**Other
                      Income (Expense)**
                  
                  
                  (1,012
                  )
                  
                  -
                  
                  
                  (1,012
                  )
                  
                  -
                  
                  
                  (1,012
                  )**Provision
                      for income taxes**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Net
                      (Loss)**
                  
                  $
                  (51,660
                  )
                  $
                  (1,063
                  )
                  $
                  (70,506
                  )
                  $
                  (3,333
                  )
                  $
                  (89,105
                  )**(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**
                  
                  
                  46,923,075
                  
                  
                  40,000,000
                  
                  
                  43,461,540
                  
                  
                  40,000,000
  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, 2008, THE PERIOD ENDED****JUNE
                      30, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 15,
                      2007)****THROUGH
                      JUNE 30, 2008****(Unaudited)**
  **Six****Months
                      Ended**
                  
                  **Period
                      Ended**
                  
                  **Cumulative****June
                      30,**
                  
                  **June
                      30,**
                  
                  **From****2008**
                  
                  **2007**
                  
                  **Inception****Operating
                      Activities:**Net
                      (loss)
                  
                  $
                  (70,506
                  )
                  $
                  (3,333
                  )
                  $
                  (89,105
                  )Adjustments
                      to reconcile net (loss) to net cash
                  
                  
                  
                  
                  
                  
                  
                  
                  -provided
                      by operating activities:
                  
                  
                  
                  
                  
                  
                  
                  
                  -Amortization
                  
                  
                  6,376
                  
                  
                  1,063
                  
                  
                  13,815Changes
                      in net liabilities-Accrued
                      liabilities
                  
                  
                  (3,693
                  )
                  
                  6,036
                  
                  
                  14,909-**Net
                      Cash (Used in) Provided by Operating Activities**
                  
                  
                  (67,823
                  )
                  
                  3,766
                  
                  
                  (60,381
                  )**Investing
                      Activities:**Patent
                      rights
                  
                  
                  -
                  
                  
                  (3,766
                  )
                  
                  (3,766
                  )Marketing
                      rights
                  
                  
                  (50,000
                  )
                  
                  -
                  
                  
                  (60,000
                  )**Net
                      Cash (Used in) Investing Activities**
                  
                  
                  (50,000
                  )
                  
                  (3,766
                  )
                  
                  (63,766
                  )**Financing
                      Activities:**Proceeds
                      from issuance of common stock
                  
                  
                  164,481
                  
                  
                  -
                  
                  
                  165,281Proceeds
                      from loan from related party - Director and stockholder
                  
                  
                  59,000
                  
                  
                  -
                  
                  
                  100,200Payments
                      on loan from related party - Director and stockholder
                  
                  
                  (80,000
                  )
                  
                  -
                  
                  
                  (80,000
                  )Deferred
                      offering costs
                  
                  
                  (10,000
                  )
                  
                  -
                  
                  
                  (45,000
                  )**Net
                      Cash Provided by Financing Activities**
                  
                  
                  133,481
                  
                  
                  -
                  
                  
                  140,481**Net
                      Increase in Cash**
                  
                  
                  15,658
                  
                  
                  -
                  
                  
                  16,334**Cash
                      - Beginning of Period**
                  
                  
                  676
                  
                  
                  -
                  
                  
                  -**Cash
                      - End of Period**
                  
                  $
                  16,334
                  
                  $
                  -
                  
                  $
                  16,334**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**
 **JUNE
            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 June 30, 2008, and
            for the
            three-month and six- month periods ended June 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 June 30, 2008, and the results of its operations and its
            cash
            flows for the three-month and six-month periods ended June 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**
 **JUNE
              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 June 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. Fully diluted loss per share is computed
            similar
            to basic loss per share except that the denominator is increased to include
            the
            number of additional common shares that would have been outstanding if
            the
            potential common shares had been issued and if the additional common
            shares were
            dilutive. There were no dilutive financial instruments issued or outstanding
            for
            the period ended June 30, 2008.
  *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. For the period ended
            June 30,
            2008, the Company offset $45,000 in deferred offering costs against additional
            paid-in capital.
  *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**
 **JUNE
              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 June 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 June 30, 2008, and revenues and expenses
            for the
            periods ended June 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 June 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**
 **JUNE
              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
            June 30, 2008, and the cash resources of the Company were insufficient
            to meet
            its planned business objectives. These and other factors raise substantial
            doubt
            about the Company’s ability to continue as a going concern. 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 $815 for the period ended June 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**
 **JUNE
              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 June 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-Taxable
                        income
                    
                    $
                    -
                    
                    $
                    -Total
                        current tax provision
                    
                    $
                    -
                    
                    $
                    -Deferred
                        Tax Provision:Federal-Loss
                        carryforwards
                    
                    $
                    16,710
                    
                    $
                    790Change
                        in valuation allowance
                    
                    
                    (16,710
                    )
                    
                    (790
                    )Total
                        deferred tax provision
                    
                    $
                    -
                    
                    $
                    -
 
 F-9
 **MAJIC
              WHEELS CORP.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **JUNE
              30, 2008, AND 2007**
 **(Unaudited)**
  The
            Company had deferred income tax assets as of June 30, 2008, and 2007
            as
            follows:
 **2008**
                    
                    **2007**Loss
                        carryforwards
                    
                    $
                    21,118
                    
                    $
                    790Less
                        - Valuation allowance
                    
                    
                    (21,118
                    )
                    
                    (790
                    )Total
                        net deferred tax assets
                    
                    $
                    -
                    
                    $
                    -
 
 As
            of
            June 30, 2008, the Company had net operating loss carryforwards for income
            tax
            reporting purposes of approximately $89,105 that may be offset against
            future
            taxable income. The net operating loss carryforwards expire in the year
            2027.
            Current tax laws limit the amount of loss available to be offset against
            future
            taxable income when a substantial change in ownership occurs or a change
            in the
            nature of the business. Therefore, the amount available to offset future
            taxable
            income may
            be
            limited.
 
 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
            June 30, 2008, the Company owed to a director and stockholder of the
            Company
            $20,200 for various working capital loans received by the Company from
            September
            28, 2007, through June 30, 2008. The loans are unsecured, non-interest
            bearing,
            and have no terms for repayment.
 
 **(8)**  **Recent
            Accounting Pronouncements**
 
 In
            February 2007, the FASB issued SFAS No. 159, “ *The
            Fair Value Option for Financial Assets and Liabilities* ”
(“SFAS
            No. 159”), which permits entities to measure many financial instruments and
            certain other items at fair value that are not currently required to
            be measured
            at fair value. An entity would report unrealized gains and losses on
            items for
            which the fair value option had been elected in earnings at each subsequent
            reporting date. The objective is to improve financial reporting by providing
            entities with the opportunity to mitigate volatility in reported earrings
            caused
            by measuring related assets and liabilities differently without having
            to apply
            complex hedge accounting provisions. The decision about whether to elect
            the
            fair value option is applied instrument by instrument, with a few exceptions;
            the decision is irrevocable; and it is applied only to entire instruments
            and
            not to portions of instruments. The statement requires disclosures that
            facilitate comparisons (a) between entities that choose different measurement
            attributes for similar assets and liabilities and (b) between assets
            and
            liabilities in the financial statements of an entity that selects different
            measurement attributes for similar assets and liabilities. SFAS No. 159
            is
            effective for financial statements issued for fiscal years beginning
            after
            November 15, 2007. Early adoption is permitted as of the beginning of
            a fiscal
            year provided the entity also elects to apply the provisions of SFAS
            No. 157.
            Upon implementation, an entity shall report the effect of the first
            re-measurement to fair value as a cumulative-effect adjustment to the
            opening
            balance of retained earnings. Since the provisions of SFAS No. 159 are
            applied
            prospectively, any potential impact will depend on the instruments selected
            for
            fair value measurement at the time of implementation. The management
            of the
            Company is of the opinion that the adoption of this new pronouncement
            will not
            have an impact on its financial statements.
  F-10
  **MAJIC
              WHEELS CORP.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **JUNE
              30, 2008, AND 2007**
 **(Unaudited)**
 In
            December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
            Interests in Consolidated Financial Statements - an amendment of ARB
            No. 51”* (“SFAS
            No. 160”), ** which
            establishes accounting and reporting standards to improve the relevance,
            comparability, and transparency of financial information in its consolidated
            financial statements. This is accomplished by requiring all entities,
            except
            not-for-profit organizations, that prepare consolidated financial statements
            to
            (a) clearly identify, label, and present ownership interests in subsidiaries
            held by parties other than the parent in the consolidated statement of
            financial
            position within equity, but separate from the parent’s equity; (b) clearly
            identify and present both the parent’s and the noncontrolling’s interest
            attributable consolidated net income on the face of the consolidated
            statement
            of income; (c) consistently account for changes in parent’s ownership interest
            while the parent retains it controlling financial interest in subsidiary
            and for
            all transactions that are economically similar to be accounted for similarly;
            (d) measure of any gain, loss, or retained noncontrolling equity at fair
            value
            after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
            that clearly identify and distinguish between the interests of the parent
            and
            the interests of the noncontrolling owners. This Statement also clarifies
            that a
            noncontrolling interest in a subsidiary is an ownership interest in the
            consolidated entity that should be reported as equity in the consolidated
            financial statements. SFAS No. 160 is effective for fiscal years and
            interim
            periods on or after December 15, 2008. The management of the Company
            does not
            expect the adoption of this pronouncement to have a material impact on
            its
            financial statements.
 
 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:
 
 l
                  Disclosure
                      of the objectives for using derivative instruments be disclosed
                      in terms
                      of underlying risk and accounting
                      designation;
 l
                  Disclosure
                      of the fair values of derivative instruments and their gains
                      and losses in
                      a tabular format;
 l
                  Disclosure
                      of information about credit-risk-related contingent features;
                      and
 l
                  Cross-reference
                      from the derivative footnote to other footnotes in which
                      derivative-related information is
                      disclosed.
 
 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.
  F-11
  **MAJIC
              WHEELS CORP.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **JUNE
              30, 2008, AND 2007**
 **(Unaudited)**
 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.
 
 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.
  F-12
  **MAJIC
              WHEELS CORP.**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **JUNE
              30, 2008, AND 2007**
 **(Unaudited)**
 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.
 
 **(10)**  **Subsequent
            Event**
 
 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.
 
 F-13
  **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-QSB 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
      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
      June 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 six months ended June 30, 2008, net cash used in operating activities
      was $67,823 and the Company incurred a net loss of $70,506. The Company had
      cash
      on hand as at June 30, 2008 in the amount of $16,334. 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 Six Months Ended June 30, 2008, vs. June 30, 2007**




For
      the
      Six months ended June 30 2008 , the Company had $NIL in sales. General
      and administrative expenses amounted to $69,494 and the net loss for the related
      period was $70,506 as compared to $3,333 for the period ending June 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-QSB, 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




7





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




**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 May 19, 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 May 19,
      2008.





Signature
            
            Title
            Date/s/
                Lavi Krasney
            
            President
                and CEO
            July
                25, 2008Lavi
                Krasney
            
            and
                Director/s/
                Benjamin Resheff
            
            Secretary
                and Director
            July
                  25, 2008Benjamin
                Resheff/s/
                Asher Zwebner
            
            Chief
                Financial Officer
            July
                  25, 2008Asher
                Zwebner




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