UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





For the
quarterly period ended September 30, 2009





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





For the
transition period from _____ to _____





Commission
File Number: 333- 147629





MAJIC
WHEELS CORP.


(Exact
name of Registrant as specified in its charter)





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





28
Rembrandt St.


Tel Aviv, Israel
52522


(Address
of principal executive offices)





972-(3)
5759001


(Registrant's
telephone number, including area code)





________________________________________________________________


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





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




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





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





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





As of
October
30, 2009, 100,000,000 shares of common stock, par value $0.001 per share,
were outstanding.














TABLE
OF CONTENTS





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




2




PART
I
 FINANCIAL
INFORMATION
  Item
1. Financial Statements.
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 Financial
      Statements-
                          
                          F-1Balance
      Sheets as of September 30, 2009, and December 31, 2008
                          
                          F-2Statements
      of Operations for the Three and Nine Months Ended
                            September
      30, 2009, and 2008, and Cumulative from Inception
                          
                          F-3Statements
      of Cash Flows for the Nine Months Ended
                            September
      30, 2009, and 2008, and Cumulative from Inception
                          
                          F-4Notes
      to Financial Statements September 30, 2009, and 2008
                          
                          F-5
  F-1
 
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS (NOTE 2)
 AS
OF SEPTEMBER 30, 2009, AND DECEMBER 31, 2008
 (Unaudited)
 
 September
      30,
                                                  
                                                  
                                                  December
      31,2009
                                                  
                                                  
                                                  2008ASSETSCurrent
      Assets:Cash
      in bank
                                                  
                                                  $
                                                  264
                                                  
                                                  
                                                  $
                                                  2,522Total
      current assets
                                                  
                                                  
                                                  264
                                                  
                                                  
                                                  
                                                  2,522Other
      Assets:Patent
      rights (net of accumulated amortization of $1,757 and $1,193 in 2009 and
      2008, respectively)
                                                  
                                                  
                                                  2,009
                                                  
                                                  
                                                  
                                                  2,573Marketing
      rights (net of accumulated amortization of $28,000 and $19,000 in 2009 and
      2008, respectively)
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  41,000Total
      other assets
                                                  
                                                  
                                                  34,009
                                                  
                                                  
                                                  
                                                  43,573Total
      Assets
                                                  
                                                  $
                                                  34,273
                                                  
                                                  
                                                  $
                                                  46,095LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable – Trade
                                                  
                                                  $
                                                  2,600
                                                  
                                                  
                                                  $
                                                  —Accrued
      liabilities
                                                  
                                                  
                                                  4,000
                                                  
                                                  
                                                  
                                                  6,100Due
      to related party - Director and stockholder
                                                  
                                                  
                                                  82,700
                                                  
                                                  
                                                  
                                                  64,200Total
      current liabilities
                                                  
                                                  
                                                  89,300
                                                  
                                                  
                                                  
                                                  70,300Total
      liabilities
                                                  
                                                  
                                                  89,300
                                                  
                                                  
                                                  
                                                  70,300Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $.0001 per share, 150,000,000 shares authorized;
      100,000,000 shares issued and outstanding in 2009 and 2008,
      respectively
                                                  
                                                  
                                                  10,000
                                                  
                                                  
                                                  
                                                  10,000Additional
      paid-in capital
                                                  
                                                  
                                                  110,281
                                                  
                                                  
                                                  
                                                  110,281(Deficit)
      accumulated during the development stage
                                                  
                                                  
                                                  (175,308
                                                  )
                                                  
                                                  
                                                  (144,486
                                                  )Total
      stockholders' (deficit)
                                                  
                                                  
                                                  (55,027
                                                  )
                                                  
                                                  
                                                  (24,205
                                                  )Total
      Liabilities and Stockholders' (Deficit)
                                                  
                                                  $
                                                  34,273
                                                  
                                                  
                                                  $
                                                  46,095
 
 The
accompanying notes to financial statements are
 an
integral part of these balance sheets.
  F-2
 
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (NOTE 2)
 FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
 AND
CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH SEPTEMBER 30,
2009
 (Unaudited)
 
 Three
      Months Ended
                              
                              
                              Nine
      Months Ended
                              
                              
                              CumulativeSeptember 30,
                              
                              
                              September 30,
                              
                              
                              From2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008
                              
                              
                              InceptionRevenues
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —Expenses:General
      and administrative-Professional
      fees
                              
                              
                              4,500
                              
                              
                              
                              10,802
                              
                              
                              
                              18,192
                              
                              
                              
                              39,348
                              
                              
                              
                              67,419Research
      and Development
                              
                              
                              —
                              
                              
                              
                              18,307
                              
                              
                              
                              —
                              
                              
                              
                              25,759
                              
                              
                              
                              31,350Amortization
                              
                              
                              3,188
                              
                              
                              
                              3,188
                              
                              
                              
                              9,564
                              
                              
                              
                              9,565
                              
                              
                              
                              29,757Consulting
      fees
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              21,000
                              
                              
                              
                              23,000Filing
      fees
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,216
                              
                              
                              
                              2,520
                              
                              
                              
                              7,329Web
      design fees
                              
                              
                              —
                              
                              
                              
                              4,200
                              
                              
                              
                              —
                              
                              
                              
                              4,200
                              
                              
                              
                              4,200Investor
      and public relations
                              
                              
                              500
                              
                              
                              
                              —
                              
                              
                              
                              500
                              
                              
                              
                              —
                              
                              
                              
                              3,353Office
      supplies
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,270
                              
                              
                              
                              2,270Organization
      costs
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,270Bank
      charges
                              
                              
                              130
                              
                              
                              
                              317
                              
                              
                              
                              350
                              
                              
                              
                              1,290
                              
                              
                              
                              2,302Other
                              
                              
                              —
                              
                              
                              
                              591
                              
                              
                              
                              —
                              
                              
                              
                              947
                              
                              
                              
                              2,058Total
      general and administrative expenses
                              
                              
                              8,318
                              
                              
                              
                              37,405
                              
                              
                              
                              30,822
                              
                              
                              
                              106,899
                              
                              
                              
                              175,308(Loss)
      from Operations
                              
                              
                              (8,318
                              )
                              
                              
                              (37,405
                              )
                              
                              
                              (30,822
                              )
                              
                              
                              (106,899
                              )
                              
                              
                              (175,308
                              )Other
      Income (Expense)
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (1,012
                              )
                              
                              
                              —Provision
      for income taxes
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —Net
      (Loss)
                              
                              $
                              (8,318
                              )
                              
                              $
                              (37,405
                              )
                              
                              $
                              (30,822
                              )
                              
                              $
                              (107,911
                              )
                              
                              $
                              (175,308
                              )(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
                              
                              
                              100,000,000
                              
                              
                              
                              100,000,000
                              
                              
                              
                              100,000,000
                              
                              
                              
                              95,500,000
 
 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 NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
 AND
CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH SEPTEMBER 30,
2009
 (Unaudited)
 
 Nine
      Months Ended
                  
                  
                  CumulativeSeptember 30,
                  
                  
                  From2009
                  
                  
                  2008
                  
                  
                  InceptionOperating
      Activities:Net
      (loss)
                  
                  $
                  (30,822
                  )
                  
                  $
                  (107,911
                  )
                  
                  $
                  (175,308
                  )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Amortization
                  
                  
                  9,564
                  
                  
                  
                  9,565
                  
                  
                  
                  29,757Changes
      in net liabilities-Accounts
      payable - Trade
                  
                  
                  2,600
                  
                  
                  
                  —
                  
                  
                  
                  2,600Accrued
      liabilities
                  
                  
                  (2,100
                  )
                  
                  
                  (12,205
                  )
                  
                  
                  4,000—Net
      Cash (Used in) Operating Activities
                  
                  
                  (20,758
                  )
                  
                  
                  (110,551
                  )
                  
                  
                  (138,951
                  )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
                  
                  
                  —
                  
                  
                  
                  119,481
                  
                  
                  
                  165,281Due
      to related party - Director and stockholder
                  
                  
                  18,500
                  
                  
                  
                  8,000
                  
                  
                  
                  82,700Deferred
      offering costs
                  
                  
                  —
                  
                  
                  
                  35,000
                  
                  
                  
                  (45,000
                  )Net
      Cash Provided by Financing Activities
                  
                  
                  18,500
                  
                  
                  
                  162,481
                  
                  
                  
                  202,981Net
      Increase (Decrease) in Cash
                  
                  
                  (2,258
                  )
                  
                  
                  1,930
                  
                  
                  
                  264Cash
      - Beginning of Period
                  
                  
                  2,522
                  
                  
                  
                  676
                  
                  
                  
                  —Cash
      - End of Period
                  
                  $
                  264
                  
                  
                  $
                  2,606
                  
                  
                  $
                  264Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Income
      taxes
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
 
 The
accompanying notes to financial statements are
 an integral part of these
statements.
  F-4
 
 MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 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 Corp.
were prepared from the accounts of the Company under the accrual basis of
accounting.
 
 In
addition, in 2007, Majic Wheels commenced a capital formation activity to effect
a Registration Statement on Form S-1 with the Securities and Exchange
Commission, and raised capital of up to $160,000 from a self-underwritten
offering of 20,000,000 (post forward stock split) shares of newly issued common
stock in the public markets.  The Registration Statement on Form S-1
was filed with the SEC on November 27, 2007, and declared effective on February
22, 2008.  On April 15, 2008, Majic Wheels completed an offering of
its registered common stock as explained in Note 5.
 
 Unaudited
Interim Financial Statements
 
 The
interim financial statements of Majic Wheels as of September 30, 2009, and
December 31, 2008, and for the three and nine months ended September 30, 2009,
and 2008, and cumulative from inception, are unaudited.  However, in
the opinion of management, the interim financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the Company’s financial position as of September 30, 2009, and
December 31, 2008, and the results of its operations and its cash flows for the
three and nine months ended September 30, 2009, and 2008, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2009.  The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States of America.  Refer to the Company’s audited financial
statements as of December 31, 2008, filed with the SEC for additional
information, including significant accounting policies.
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
 
 Revenue
Recognition
 
 The
Company is in the development stage and has yet to realize revenues from planned
operations.  Revenues will be recognized for financial reporting
purposes when there is persuasive evidence of an agreement or contract, contract
milestones have been met or delivery has occurred, acceptance has been approved
by the customer, the fee is fixed or determinable, and collection of the related
receivable is probable.
  F-5
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 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 three and nine months ended
September 30, 2009, and 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 three and nine months ended September
30, 2009, and 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.
  F-6
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 Income
Taxes
 
 The
Company accounts for income taxes pursuant to FASB Statement No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the basis of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
 
 The
Company maintains a valuation allowance with respect to deferred tax
assets.  The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the
current period.  Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.
 
 Fair Value of Financial
Instruments
 
 The
Company estimates the fair value of financial instruments using the available
market information and valuation methods.  Considerable judgment is
required in estimating fair value.  Accordingly, the estimates of fair
value may not be indicative of the amounts the Company could realize in a
current market exchange.  As of September 30, 2009, and December 31,
2008, the carrying value of the Company’s financial instruments approximated
fair value, due to the short-term maturity of these instruments.
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America.  The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of September 30, 2009, and
December 31, 2008, and expenses for the three and nine months ended September
30, 2009, and 2008, 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.
  F-7
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 During
the period from March 15, 2007, through September 30, 2009, the Company was
incorporated, completed the Patent Licensing Agreement of a patent pertaining to
a Climbing Device, completed a Marketing Rights Agreement for worldwide
marketing rights pertaining to its product, issued common stock for stock
subscription agreements, and commenced a capital formation activity to effect a
Registration Statement on Form S-1 with the SEC to raise capital of up to
$160,000 from a self-underwritten offering of 20,000,000 (post forward stock
split) shares of newly issued common stock in the public markets. The
Registration Statement on Form S-1 was filed with the SEC on November 27, 2007,
and declared effective on February 22, 2008.  On April 15, 2008, Majic
Wheels completed an offering of its registered common stock as explained in Note
5.  The Company also intends to conduct additional capital formation
activities through the issuance of its common stock and to commence
operations.
 
 While
management of the Company believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the
Company will be able to raise additional equity capital, or be successful in the
development of a prototype associated with its patent licensing rights,
commercialization of the prototype, or sale of its planned product that will
generate sufficient revenues to sustain the operations of the
Company.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The
Company has incurred an operating loss since inception, had negative working
capital as of September 30, 2009, and December 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 amounts of $564 and $565 for the nine
months ended September 30, 2009, and 2008, respectively.
  F-8
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (4)           Marketing
Rights
 
 On June
20, 2007, the Company entered into a marketing agreement (the “Marketing Rights
Agreement”) with Idea Plus Ltd. (“Idea Plus”) and Global Sourcing and Marketing,
LLC (“Global”).  Idea Plus and Global had entered into an agreement
with the Inventor on November 21, 2005 (the “Previous Agreement”), which granted
the companies the exclusive, worldwide, perpetual license to the Climbing Device
patent (see Note 3) which could be used in a radio-controlled toy
vehicle.  The Marketing Rights Agreement dated June 20, 2007, between
Majic Wheels, Idea Plus, and Global terminated the Previous Agreement with the
Inventor for consideration of $60,000 and the right to purchase from Majic
Wheels, for a period of five years, 100,000 units of produced radio-controlled
toy vehicles per year, for consideration of cost plus 15 percent (excluding any
value added taxes).  The Company was to pay Idea Plus and Global
$7,500 within seven days of the contract’s execution date, $2,500 by September
30, 2007, and the remaining $50,000 by December 31, 2007.  However, on
December 26, 2007, the parties extended the final payment’s due date to no later
than June 30, 2008.  As of June 30, 2008, the obligation related to
the marketing agreement was paid in full by the Company.  The Company
recorded amortization of costs associated with Marketing Rights Agreement in the
amounts of $3,000 and $9,000 for each of the three and nine months ended
September 30, 2009, and 2008, respectively.
 
 (5)           Common
Stock
 
 On June
20, 2007, the Company issued 80,000,000 (post forward stock split) shares of
common stock valued at a price of $0.00001 per share for common stock
subscriptions receivable of $800.  On September 28, 2007, the Company
received $800 as full payment for the stock subscriptions
receivable.
 
 In
addition, in 2007, the Company commenced a capital formation activity to effect
a Registration Statement on Form S-1 with the SEC to raise capital of up to
$160,000 from a self-underwritten offering of 20,000,000 (post forward stock
split) shares of newly issued common stock in the public markets.  The
Registration Statement on Form S-1 was filed with the SEC on November 27, 2007,
and declared effective on February 22, 2008.  In March 2008, the
Company commenced the offering of its registered securities.  In April
2008, the Company completed and closed the offering by selling a total of
20,000,000 (post forward stock split)  registered shares of its common
stock, par value of $0.0001 per share, at an offering price of $0.008 per share,
for total proceeds of $164,481.
 
 On July
14, 2008, the Company declared a 5-for-1 forward stock split of its issued and
outstanding common stock to the holders of record on that date.  Such
forward stock split was effective as of July 15, 2008.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split.
 
 On March
2, 2009, the Company declared a 2-for-1 forward stock split of its issued and
outstanding common stock to the holders of record on that date.  Such
forward stock split was effective as of March 17, 2009.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split.
  F-9
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (6)           Income
Taxes
 
 The
provision (benefit) for income taxes for the nine months ended September 30,
2009, and 2008, were as follows (using a 23 percent effective Federal and state
income tax rate):
 
 Nine
      Months EndedSeptember 30,2009
                      
                      
                      2008Current
      Tax Provision:Federal
      and state-Taxable
      income
                      
                      $
                      —
                      
                      
                      $
                      —Total
      current tax provision
                      
                      $
                      —
                      
                      
                      $
                      —Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                      
                      $
                      7,089
                      
                      
                      $
                      24,820Change
      in valuation allowance
                      
                      
                      (7,089
                      )
                      
                      
                      (24,820
                      )Total
      deferred tax provision
                      
                      $
                      —
                      
                      
                      $
                      —
 
 The
Company had deferred income tax assets as of September 30, 2009, and December
31, 2008, as follows:
 
 As
      of
                      
                      
                      As
      ofSeptember
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008Loss
      carryforwards
                      
                      $
                      40,321
                      
                      
                      $
                      33,232Less
      - Valuation allowance
                      
                      
                      (40,321
                      )
                      
                      
                      (33,232
                      )Total
      net deferred tax assets
                      
                      $
                      —
                      
                      
                      $
                      —
 
 As of
September 30, 2009, and December 31, 2008, the Company had net operating loss
carryforwards for income tax reporting purposes of approximately $175,308 and
$144,486, respectively, that may be offset against future taxable
income.  The net operating loss carryforwards expire in the year
2029.  Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business.  Therefore, the
amount available to offset future taxable income may be limited.
 
 No tax
benefit has been reported in the financial statements for the realization of
loss carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
  F-10
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (7)           Related
Party Transactions
 
 As of
September 30, 2009, and December 31, 2008, the Company owed to a Director and
stockholder of the Company $82,700 and $64,200, respectively, for various
working capital loans received by the Company from September 28, 2007, through
September 30, 2009.  The loans are unsecured, non-interest bearing,
and have no terms for repayment.
 
 (8)           Commitments
and Contingencies
 
 On June
21, 2007, the Company committed to paying royalties for a five-year period to
Michael Taft, Inventor, based on four and one half percent of all future
revenues received from the exploitation of certain patent rights pertaining to a
Climbing Device, as described in Note 3 above.
 
 As
described in Note 4 above, on June 20, 2007, the Company entered into a
Marketing Rights Agreement with Idea Plus and Global.  The Agreement
provides to Idea Plus and Global the right to purchase from Majic Wheels, for a
period of five years, 100,000 units per year of produced radio-controlled toy
vehicles for consideration of cost plus 15 percent (excluding any value added
taxes).
 
 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 December 31, 2008, the Company had
paid fees totaling $12,000 for transfer agent services.
 
 (9)           Recent
Accounting Pronouncements
 
 In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under SFAS No.
133, “Accounting for Derivative Instruments and Hedging Activities”; and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  Specifically, SFAS
No. 161 requires:
 
 ·
              Disclosure
      of the objectives for using derivative instruments 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
  F-11
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 ·
              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.
 
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
 
 Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with
Generally Accept Accounting Principles.”  SAS No. 69 has been
criticized because it is directed to the auditor rather than the
entity.  SFAS No. 162 addresses these issues by establishing that the
GAAP hierarchy should be directed to entities because it is the entity (not the
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP.
 
 The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
                FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
                FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 c)
                AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
                Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
  F-12
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts – an Interpretation of FASB Statement No.
60” (“SFAS No. 163”).  SFAS No. 163 clarifies how FASB
Statement No. 60, “Accounting
and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to
financial guarantee insurance contracts issued by insurance enterprises,
including the recognition and measurement of premium revenue and claim
liabilities.  It also requires expanded disclosures about financial
guarantee insurance contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60.  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 the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
 
 On May
22, 2009, the FASB issued FASB Statement No. 164,“Not-for-Profit Entities: Mergers
and Acquisitions – Including an Amendment of FASB Statement No. 142”
(“SFAS No. 164”).  SFAS No. 164 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with
one or more other not-for-profit entities, businesses, or nonprofit
activities.  To accomplish that, this Statement establishes principles
and requirements for how a not-for-profit entity:
 
 a.
              Determines
      whether a combination is a merger or an
  acquisition.
 b.
              Applies
      the carryover method in accounting for a
merger.
 c.
              Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities is the
    acquirer.
 d.
              Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
  F-13
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill and Other Intangible Assets, to make it fully
applicable to not-for-profit entities.
 
 SFAS No.
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009.  Early application is prohibited.  The management of
the Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS
No. 165”).  SFAS No. 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued.  Specifically, Statement 165 provides:
 
 1.
              The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial
  statements.
 2.
              The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.
 3.
              The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.
 
 In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have material impact on its financial statements.
 
 On June
9, 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of
Financial Assets- an amendment of FASB Statement No, 140” (“SFAS
No.166”).  SFAS No.166 revises the derecognization provision of SFAS
No. 140 “Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities” and will require entities to provide more information about
sales of securitized financial assets and similar transactions, particularly if
the seller retains some risk with respect to the assets.  It also
eliminates the concept of a "qualifying special-purpose entity."
 
 This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement No. 167 "Amendments to FASB Interpretation
No. 46(R)"(SFAS No. 167).  SFAS No. 167 amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities” to improve financial reporting by companies involved with
variable interest entities and to provide additional disclosures about the
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement.  A reporting entity will be required
to disclose how its involvement with a variable interest entity affects the
reporting entity's financial statements.
  F-14
  MAJIC
WHEELS CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 This
Statement shall be effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental US generally accepted accounting principles
(GAAP).  The Codification did not change GAAP but reorganizes the
literature.
 
 SFAS
No.168 is effective for interim and annual periods ending after September 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
  F-15




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





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





Forward-Looking
Statements





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





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





Overview





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





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




3





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




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





We do not
currently have a working prototype of our Product, but intend to create one by
the end of the third quarter of 2009. Subsequently, we plan to engage an
independent manufacturer to manufacture our Product at low cost. Our current
expectation is that the Product will be manufactured in China, which offers the
most cost-effective manufacturing option. We plan to generate revenue by
engaging marketing companies to introduce the Product to large wholesale toy
companies in China and the United States. We also plan to market our Product and
generate revenues through internet distributors of children’s toys. We expect
that the Product's retail price to the consumer will be between $50 and
$60.




Plan
of Operation
 
 The
Company intends to develop a working prototype, which can then be used to
develop and manufacture the actual product. The intention is to raise these
additional funds in 2009 and / or in 2010 and complete the prototype development
and manufacture our Product in China, where, due to the low cost of
manufacturing, a very large proportion of the world’s toys are manufactured. We
intend to engage a third party manufacturer to manufacture our Product pursuant
to strict guidelines that we will set during the development of our working
prototype.
 
 We also
plan to consult with marketing companies to assist us with the development of
marketing and distribution channels for the Product. These efforts will take
many forms, including:
 
 ·
              direct
      contact with major toy
manufacturers,
 ·
              direct
      sales via the Company’s website (www.majicwheels.com currently in
      development),
 ·
              wholesale
      and retail contracts with third party manufacturers and sales
      outlets.
 
 Our
auditors have issued an opinion on our financial statements as of December 31,
2008, which includes a statement describing our going concern status. This means
that there is substantial doubt that we can continue as an on-going business for
the next twelve months unless we obtain additional capital to pay our bills and
meet our other financial obligations. This is because we have not generated any
revenues and no revenues are anticipated until we begin marketing
the
 product.  Accordingly,
we must raise capital from sources other than the actual sale of the product. We
must raise capital to implement our project and stay in business.
 
 Results
of Operations For the three months ended September 30, 2009 compared to the
three months ended September 30, 2008
 
 The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K filed on March 27,
2009, as amended. Results for interim periods may not be indicative of results
for the full year.
 
 Revenues
 
 
 The
Company is in its development stage and did not generate any revenues for the
three months ended September 30, 2009 and 2008.
 
 Total
operating expenses
 
 During
the three (3) months ended September 30, 2009 and 2008, total operating expenses
were $8,318 and $ 37,405, respectively. The general and administrative expenses
were primarily the result of fees for legal and professional accounting
associated with fulfilling the Company’s SEC reporting
requirements.
 
 Net
loss
 
 During
the three (3) months ended September 30, 2009 and 2008, the net loss was $8,318
and $ 37,405, respectively.
 
 4
 Results
of Operations For the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008
 
 Revenues
 
 The
Company did not generate any revenues for the nine months ended September 30,
2009 and 2008.
 
 Total
operating expenses
 
 During
the nine (9) months ended September 30, 2009 and 2008, total operating expenses
were $30,822 and $106,899, respectively. The general and administrative expenses
were primarily the result of fees for professional fees associated with
fulfilling the Company’s SEC reporting requirements.
 
 Net
loss
 
 During
the nine (9) months ended September 30, 2009 and 2008, the net loss was $30,822
and $107,911, respectively.
 
 Going
Concern Consideration
 
 The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of$30,822 for
the nine months ended September 30, 2009, and a net loss of $107,911 for the
nine months ended September 30, 2008. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
 
 While
management of the Company believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the
Company will be able to raise additional equity capital, or be successful in the
development of a prototype associated with its patent licensing rights,
commercialization of the prototype, or sale of its planned product that will
generate sufficient revenues to sustain the operations of the
Company.
 
 The
financial statements contained herein for the period ended September 30, 2009,
contain additional note disclosures describing the circumstances that lead to
this disclosure by our registered independent auditors.
 
 Liquidity
and Capital Resources
 
 As of
December 31, 2008 and September 30, 2009, the Company had cash in the amount of
$2,522 and $264. Cash and cash equivalents from inception to date have been
sufficient to provide the operating capital necessary to operate to date. Cash
provided by financing activities as of December 31, 2008 and for the nine months
ended September 30, 2009 totaled 64,200 and $82,700, respectively, was generated
from the funding from various working capital loans from a director and a
stockholder of the Company.
 
 The
Company had no revenue and incurred net losses of $30,822 for the nine months
ended September 30, 2009 and net loss of $175,308 for the period March 15, 2007
(inception) to September 30, 2009.
 
 5
 The
Company does not believe that its available funds will be sufficient to fund its
expenses over the next 12 months. The Company will need to obtain additional
capital in order to develop its business operations and become profitable. In
order to obtain capital, the Company may need to sell additional shares of its
common stock or borrow funds from private lenders. There can be no assurance
that additional capital will be available to the Company. The Company currently
has no agreements, arrangements, or understandings with any person to obtain
funds through bank loans, lines of credit, or any other sources. Since the
Company has no such arrangements or plans currently in effect, its inability to
raise funds for the above purposes will have a severe negative
 impact on
its ability to remain a viable company.
 
 Off
Balance Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources that are material to investors.
 
 Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
 
 Item
4(T). Controls and Procedures.
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of the
end of the period covered by this Report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the 1934
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and
forms.
 
 Changes
In internal Control Over Financial Reporting.
 
 There
have been no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule
240.15d-15 that occurred during the Company’s last fiscal quarter that has
materially affected, or is reasonable likely to materially affect, the Company's
internal control over financial reporting.


PART
II


OTHER
INFORMATION





Item
1. Legal Proceedings.





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





Item
1A.  Risk Factors





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




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





None.





Purchases
of equity securities by the issuer and affiliated purchasers





None.





Use
of Proceeds





None





Item
3. Defaults Upon Senior Securities.





None.





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





There was
no matter submitted to a vote of security holders during the nine months ended
September 30, 2009.





Item
5. Other Information.





None





6





Item
6. Exhibits





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




7




SIGNATURES





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




MAJIC WHEELS CORP
      .Dated:
      October
      30, 2009
              By:
              /s/
      Asher ZwebnerName:  Asher
      ZwebnerTitle:
      Interim Chief Executive Officer, Chief
                Financial
      Officer and Director (Principal
                Executive,
      Financial and Accounting
Officer)




8