**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


__________________________





**FORM
      10-QSB/A**


__________________________





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


for
      the
      quarterly period ended: March 31, 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 xNo o




Indicate
        by check mark whether the Registrant is a shell company (as defined Rule
        12b-2
        of the Exchange Act). Yes xNo 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(Class)     10,000,000
              (Outstanding
                  as of May 19, 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
            4Item 3
            Control
                and Procedures
            7Part II. OTHER INFORMATIONItem 1.
            Legal
                Proceedings
            8Item 2.
            Changes
                in Securities
            8Item 3.
            Defaults
                Upon Senior Securities
            8Item 4.
            Submission
                Of Matters To A Vote of Security Holders
            8Item 5.
            Other
                Information
            8Item 6.
            Exhibits
                and Reports on Form 8 -K
            8Signatures
            8Certifications
            9





2




**Part
          I:**  **Financial
          Information**
 
 **Item
          1.**  **Financial
          Statements**
 
 **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **INDEX
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 Financial
                    Statements-Balance
                    Sheet as of March 31, 2008
                F-2Statements
                    of Operations for the Three Months Ended March 31, 2008, the
                    Period Ended
                    March 31, 2007, and Cumulative from Inception
                F-3Statements
                    of Cash Flows for the Three Months Ended March 31, 2008, the
                    Period Ended
                    March 31, 2007, and Cumulative from Inception
                F-4Notes
                    to Financial Statements March 31, 2008
                F-5
  F-1
 
 **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **BALANCE
          SHEET (NOTE 2)**
 **AS
          OF MARCH 31, 2008**
 **(Unaudited)**
 
 **2008****ASSETS****Current
                    Assets:**Cash
                    in bank
                
                $
                1,417Total
                    current assets
                
                
                1,417**Other
                    Assets:**Patent
                    rights, net of accumulated amortization of $628
                
                
                3,138Marketing
                    rights, net of accumulated amortization $10,000
                
                
                50,000Deferred
                    offering costs
                
                
                45,00098,138**Total
                    Assets**
                
                $
                99,555**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****Current
                    Liabilities:**Accrued
                    liabilities
                
                $
                24,000Due
                    to related party - Director and stockholder
                
                
                100,200Total
                    current liabilities
                
                
                124,200Total
                    liabilities
                
                
                124,200**Commitments
                    and Contingencies****Stockholders'
                    (Deficit):**Common
                    stock, par value $.0001 per share, 150,000,000 shares authorized;
                    8,000,000 shares issued and outstanding
                
                
                800Common
                    stock subscribed - 150,000 shares
                
                
                12,000(Deficit)
                    accumulated during the development stage
                
                
                (37,445
                )Total
                    stockholders' (deficit)
                
                
                (24,645
                )**Total
                    Liabilities and Stockholders' (Deficit)**
                
                $
                99,555
 
 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 ENDED MARCH 31, 2008, THE PERIOD ENDED**
 **MARCH
          31, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
          MARCH 31, 2008**
 **(Unaudited)**
 
 **Three**
                  **Months Ended**
                  **March 31,**
                  **2008**
                
                **Period Ended**
                  **March 31,**
                  **2007**
                
                **Cumulative**
                  **From**
                  **Inception****Revenues**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses:**General
                    and administrative-Amortization
                
                
                3,188
                
                
                -
                
                
                10,627Legal
                    fees
                
                
                5,475
                
                
                -
                
                
                5,475Filing
                    fees
                
                
                1,901
                
                
                -
                
                
                4,494Accounting
                    fees
                
                
                1,500
                
                
                -
                
                
                3,500Audit
                    and review fees
                
                
                3,000
                
                
                -
                
                
                3,000Consulting
                    fees
                
                
                1,000
                
                
                -
                
                
                3,000Office
                    supplies
                
                
                2,270
                
                
                -
                
                
                2,270Organization
                    costs
                
                
                -
                
                
                2,270
                
                
                2,270Bank
                    charges
                
                
                512
                
                
                -
                
                
                881Transfer
                    agent fees
                
                
                -
                
                
                -
                
                
                1,928Total
                    general and administrative expenses
                
                
                18,846
                
                
                2,270
                
                
                37,445**(Loss)
                    from Operations**
                
                
                (18,846
                )
                
                (2,270
                )
                
                (37,445
                )**Other
                    Income (Expense)**
                
                
                -
                
                
                -
                
                
                -**Provision
                    for income taxes**
                
                
                -
                
                
                -
                
                
                -**Net
                    (Loss)**
                
                $
                (18,846
                )
                $
                (2,270
                )
                $
                (37,445
                )**(Loss)
                    Per Common Share:**(Loss)
                    per common share - Basic and Diluted
                
                $
                (0.00
                )
                $
                -**Weighted
                      Average Number of Common Shares Outstanding - Basic and
                      Diluted**
                
                
                8,000,000
                
                
                -
 
 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 THREE MONTHS ENDED MARCH 31, 2008, THE PERIOD ENDED**
 **MARCH
          31, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007)**
 **THROUGH
          MARCH 31, 2008**
 **(Unaudited)**
 
 
 **Three**
                  **Months****Ended**
                  **March 31,**
                  **2008**
                
                **Period Ended**
                  **March 31,**
                  **2007**
                
                **Cumulative**
                  **From**
                  **Inception****Operating
                    Activities:**Net
                    (loss)
                
                $
                (18,846
                )
                $
                (2,270
                )
                $
                (37,445
                )Adjustments
                      to reconcile net (loss) to net cash provided by operating
                      activities:
                
                
                
                
                
                
                
                
                -Amortization
                
                
                3,189
                
                
                -
                
                
                10,628Changes
                      in net liabilities- Accrued liabilities
                
                
                5,398
                
                
                2,270
                
                
                24,000**Net
                    Cash (Used in) Operating Activities**
                
                
                (10,259
                )
                
                -
                
                
                (2,817
                )**Investing
                    Activities:**Patent
                    rights
                
                
                -
                
                
                -
                
                
                (3,766
                )Marketing
                    rights
                
                
                (50,000
                )
                
                -
                
                
                (60,000
                )**Net
                    Cash (Used in) Investing Activities**
                
                
                (50,000
                )
                
                -
                
                
                (63,766
                )**Financing
                    Activities:**Proceeds
                    from issuance of common stock
                
                
                -
                
                
                -
                
                
                800Common
                    stock subscribed
                
                
                12,000
                
                
                -
                
                
                12,000Due
                    to related party - Director and stockholder
                
                
                59,000
                
                
                -
                
                
                100,200Deferred
                    offering costs
                
                
                (10,000
                )
                
                -
                
                
                (45,000
                )**Net
                    Cash Provided by Financing Activities**
                
                
                61,000
                
                
                -
                
                
                68,000**Net
                    Increase in Cash**
                
                
                741
                
                
                -
                
                
                1,417**Cash
                    - Beginning of Period**
                
                
                676
                
                
                -
                
                
                -**Cash
                    - End of Period**
                
                $
                1,417
                
                $
                -
                
                $
                1,417**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**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 **(1)**  **Summary
          of Significant Accounting Policies**
 
 **** *Basis
          of Presentation and Organization*
 
 Majic
          Wheels Corp. (“Majic Wheels” or the “Company”) is a Delaware corporation in the
          development stage. The Company was incorporated under the laws of the State
          of
          Delaware on March 15, 2007. The business plan of the Company is to develop
          a
          radio controlled toy vehicle utilizing a patent pertaining to unique adhesive
          wheels. The patent’s intended use is to enable the radio-controlled toy vehicle
          to climb inclined and vertical surfaces. The accompanying financial statements
          of Majic Wheels were prepared from the accounts of the Company under the
          accrual
          basis of accounting.
 
 In
          addition, in 2007, Majic Wheels commenced a capital formation activity
          to affect
          a Registration Statement on Form SB-2 with the Securities and Exchange
          Commission (“SEC”), and raise capital of up to $160,000 from a self-underwritten
          offering of 2,000,000 shares of newly issued common stock in the public
          markets.
          The Registration Statement on Form SB-2 was filed with the SEC on November
          27,
          2007, and declared effective on February 22, 2008.
  *Unaudited
          Interim Financial Statements*
 
 The
          interim financial statements of the Company as of March 31, 2008, and for
          the
          three months and the period ended March 31, 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 March 31, 2008, and the results of its operations and its
          cash
          flows for the three months and the period ended March 31, 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. 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**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 *Development
          Costs*
 
 The
          Company is in the development stage, and primarily involved in the development
          of a prototype application of a patent. When it has been determined that
          a
          prototype can be economically developed, the costs incurred to develop
          this
          prototype will be capitalized accordingly. Development costs capitalized
          will be
          amortized over the estimated useful life of the product following attainment
          of
          commercial production or written-off to expense if the product or project
          is
          abandoned.
 
 *Patent
          Rights*
 
 The
          Company obtained the licensing rights to a United States patent from Michael
          Taft, inventor, on June 21, 2007. The Company incurred $3,766 in costs
          associated with the Patent Licensing Agreement. The costs incurred to acquire
          the patent rights are being amortized over the five-year term of the
          Agreement.
  *Impairment
          of Long-Lived Assets*
 
 The
          Company evaluates the recoverability of long-lived assets and the related
          estimated remaining lives at each balance sheet date. The Company records
          an
          impairment or change in useful life whenever events or changes in circumstances
          indicate that the carrying amount may not be recoverable or the useful
          life has
          changed. For the period ended March 31, 2008, 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 March 31, 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. As of March 31, 2008, the
          Company had incurred $45,000 in deferred offering costs.
 
 *Income
          Taxes*
 
 The
          Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
          for Income Taxes”* (“SFAS
          No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
          determined based on temporary differences between the basis of certain
          assets
          and liabilities for income tax and financial reporting purposes. The deferred
          tax assets and liabilities are classified according to the financial statement
          classification of the assets and liabilities generating the
          differences.
  F-6
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2008**
 **(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 March 31, 2008, the carrying value of accrued liabilities
          and
          due to related party - Director and stockholder approximated fair value,
          due to
          the short-term maturity of these instruments.
  *Estimates*
 
 The
          financial statements are prepared on the basis of accounting principles
          generally accepted in the United States of America. The preparation of
          financial
          statements in conformity with generally accepted accounting principles
          requires
          management to make estimates and assumptions that affect the reported amounts
          of
          assets and liabilities as of March 31, 2008, and revenues and expenses
          for the
          periods ended March 31, 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 March 31, 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 SB-2 with the SEC to raise capital of up
          to
          $160,000 from a self-underwritten offering of 2,000,000 **** shares
          of
          newly issued common stock in the public markets. The Registration Statement
          on
          Form SB-2 was filed with the SEC on November 27, 2007, and declared effective
          on
          February 22, 2008. The Company also intends to conduct additional capital
          formation activities through the issuance of its common stock and to commence
          operations.
  F-7
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2008**
 **(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
          March 31, 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 $188 for the period ended March 31,
          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 $5,000 within seven days of the
          contract’s execution date, $5,000 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
          March 31, 2008, the marketing agreement was paid in its entirety by the
          Company.
  F-8
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 **(5)**  **Common
          Stock**
 
 On
          June
          20, 2007, the Company issued 8,000,000 shares of common stock valued at
          a price
          of $0.0001 per share (par value) for common stock subscriptions receivable
          of
          $800. On September 28, 2007, the Company received $800 as full payment
          for the
          stock subscriptions receivable.
 
 In
          addition, in 2007, the Company commenced a capital formation activity to
          effect
          a Registration Statement on Form SB-2 with the SEC to raise capital of
          up to
          $160,000 from a self-underwritten offering of 2,000,000 **** shares
          of
          newly issued common stock in the public markets. The Registration Statement
          on
          Form SB-2 was filed with the SEC on November 27, 2007, and declared effective
          on
          February 22, 2008. In March 2008, the Company commenced the offering of
          its
          registered securities. As of March 31, 2008, the Company had received $12,000
          in
          connection with 150,000 shares of subscribed common stock. In April 2008
          the
          Company completed and closed the offering by selling a total of 2,000,000
          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 $160,000.
 
 **(6)**  **Income
          Taxes**
 
 The
          provision (benefit) for income taxes for the period ended March 31, 2008,
          was as
          follows (using a 23 percent effective Federal and state income tax
          rate):
 
 **2008**Current
                    Tax Provision:Federal
                    and State-Taxable
                    income
                
                $
                -Total
                    current tax provision
                
                $
                -Deferred
                    Tax Provision:Federal
                    and State-Loss
                    carryforwards
                
                $
                4,467Change
                    in valuation allowance
                
                
                (4,467
                )Total
                    deferred tax provision
                
                $
                -
  F-9
  **MAJIC
          WHEELS CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 The
          Company had deferred income tax assets as of March 31, 2008, as
          follows:
 
 **2008**Loss
                    carryforwards
                
                $
                8,874Less
                    - Valuation allowance
                
                
                (8,874
                )Total
                    net deferred tax assets
                
                $
                -
 
 As
          of
          March 31, 2008, the Company had net operating loss carryforwards for income
          tax
          reporting purposes of approximately $37,445 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
          March 31, 2008, the Company owed to a Director and stockholder of the Company
          $100,200 for various working capital loans received by the Company from
          September 28, 2007, through March 31, 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**
 **MARCH
          31, 2008**
 **(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:
 ·
                  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.
 
 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**
 **MARCH
          31, 2008**
 **(Unaudited)**
 
 **(9)**  **Commitments
          and Contingencies**
 
 On
          June
          21, 2007, the Company committed to paying royalties for a five-year period
          to
          Michael Taft, an inventor, based on four and one half percent of all future
          revenues received from the exploitation of certain patent rights pertaining
          to a
          climbing device, as described in Note 3 above.
 
 As
          described in Note 4 above, on June 20, 2007, the Company entered into a
          Marketing Rights Agreement with Idea Plus and Global. The Agreement provides
          to
          Idea Plus and Global the right to purchase from Majic Wheels, for a period
          of
          five years, 100,000 units per year of produced radio-controlled toy vehicles
          for
          consideration of cost plus 15 percent (excluding any value added taxes).
 
 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 March 31,
          2008,
          the Company had paid the initial fee of $1,000 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. and its
      subsidiaries.





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.





4


**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 second quarter of 2008. Subsequently, we plan to engage
      an
      independent manufacturer to manufacture our Product at low cost. Our current
      expectation is that the Product will be manufactured in China, which offers
      the
      most cost-effective manufacturing option. We plan to generate revenue by
      engaging marketing companies to introduce the Product to large wholesale toy
      companies in China and the United States. We also plan to market our Product
      and
      generate revenues through internet distributors of children toys. We expect
      that
      the Product's retail price to the consumer will be between $50 and
      $60.





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





On
      June
      20, 2007, we entered into an agreement with Idea Plus Ltd. and Global Sourcing
      and Marketing LLC to acquire the sub-licensing and marketing rights previously
      granted to these entities by Mr. Taft in exchange for the payment of $60,000
      payable by December 31, 2007 (the “Marketing Rights Agreement”). The Marketing
      Rights Agreement was amended on December 26, 2007, to extend the payment
      obligation to June 30, 2008. The Marketing Rights Agreement also entitles Global
      Sourcing and Marketing LLC to purchase 100,000 units of the Product per year
      per
      year at cost plus 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 .





Iin
      2007,
      the Company commenced a capital formation activity to effect a Registration
      Statement on Form SB-2 with the SEC to raise capital of up to $160,000 from
      a
      self-underwritten offering of 2,000,000 **** shares
      of
      newly issued common stock in the public markets. The Registration Statement
      on
      Form SB-2 was filed with the SEC on November 27, 2007, and declared effective
      on
      February 22, 2008. In March 2008, the Company commenced the offering of its
      registered securities. As of March 31, 2008, the Company had received $12,000
      in
      connection with 150,000 shares of subscribed common stock. In April 2008 the
      Company completed and closed the offering by selling a total of 2,000,000
      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 $160,000.




5




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
      March 31, 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 fiscal quarter ended March 31, 2008, net cash used by operating activities
      was $10,259 and the Company incurred net losses of $18,846. Additionally, as
      of March 31, 2008, the Company had a Stockholders’ (Deficit) of $24,645.





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 Three Months Ended March 31, 2007, vs. March 31, 2008**




For
      the
      t hree
      months ended March 31, 2008 ,
      the
      Company had $NIL in sales.


General
      and administrative amounted to $18,846 which was also the net loss for the
      related period.





We
      have,
      in our history, generated no revenues from sales, limited 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.




6




**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.




7





**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




8




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 SB-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
            May
                19, 2008Lavi
                Krasney,
            
            and
                Director/s/
                Benjamin Resheff
            
            Secretary
                and Director
            May
                19, 2008Benjamin
                Resheff/s/
                Asher Zwebner
            
            Chief
                Financial Officer
            May
                19, 2008Asher
                Zwebner




9