MAJIC WHEELS CORP - FORM 10-K/A

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EX-32.2 - CERTIFICATION - MAJIC WHEELS CORP	ex32z1.htm
EX-31.1 - CERTIFICATION - MAJIC WHEELS CORP	ex31z1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission file number: 333-147629

MAJIC WHEELS CORP.

(Exact name of registrant as specified in its charter)


Delaware		98-0533882
(State of incorporation)		(I.R.S. Employer Identification No.)

7908 Interstate Court

North Ft Myers, FL 33917

Phone Number: 239-567-4702

(Address and telephone number of principal executive offices and place of business)

c/o Benny Resheff

28 Rembrandt St.

Tel Aviv, Israel

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes £ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £ No ý

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 past 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 ý No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

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	£
Non-accelerated filer	£	Smaller reporting company	ý
(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 Act).

Yes £ No ý

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. $1,000,000 based upon $0.01 per share which was the last price at which the common equity purchased by non-affiliates was last sold.

The number of shares of the issuer’s common stock issued and outstanding as of August 2, 2011, was 176,000,000 shares.

Documents Incorporated By Reference: None

EXPLANATORY NOTE

We originally filed our Annual Report on Form 10-K for the year ended December 31, 2009 (the “Original 10-K”) with the Securities and Exchange Commission (“SEC”) on March 3, 2010 (the “Original Filing Date”) and we subsequently amended the Original 10-K by filing Amendment No. 1 on Form 10-K/A with the SEC on November 24, 2010 (the Original 10-K, as so amended, our “Form 10-K”).

The purpose of this Amendment No. 2 on Form 10-K/A (“Form 10-K/A”) is to reflect that the financial statements are audited by a new firm, as a result of our prior principal independent accountant becoming unregistered with the PCAOB. The financial statements for the year ended December 31, 2009 (“fiscal 2009”) and December 31, 2008 (“fiscal 2008”) have also been restated. Our management determined it was appropriate to write off the intangible assets related to patent rights and marketing rights.

As a result of these adjustments, our loss from operations and our net loss for fiscal 2009 were overstated by $9,519. In addition, our accumulated deficit was understated by $34,054 and our other assets were overstated by $34,054, as of December 31, 2009. The adjustments affected all previously issued consolidated financial statements and related disclosures in all quarterly reports filed in fiscal 2009 with the SEC. There was no impact on the net decrease in cash for the year ended December 31, 2009 or the balance of cash as of December 31, 2009.

For fiscal 2008, our loss from operations and our net loss were overstated by $10,754. In addition, our accumulated deficit was understated by $43,573 and our other assets were overstated by $43,573, as of December 31, 2008. The adjustments affected all previously issued consolidated financial statements and related disclosures in all quarterly reports filed in fiscal 2008 with the SEC. There was no impact on the net decrease in cash for the year ended December 31, 2008 or the balance of cash as of December 31, 2008.

Please see Note 3, Restatement and Revisions to our consolidated financial statements for fiscal 2009 contained in Item 7 – Financial Statements for further information relating to the Restatement.

TABLE OF CONTENTS

PAGE

PART I

Unresolved Staff Comments

PART II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities

Item 5.

Selected Financial Data

Item 6.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 6A.

Quantitative and Qualitative Disclosures About Market Risk

Item 7.

Financial Statements and Supplementary Data

Item 8.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 8A(T)

Controls and Procedures

Item 8B.

Other Information

PART III

Item 9.

Directors, Executive Officers and Corporate Governance

Item 10.

Executive Compensation

Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12.

Certain Relationships and Related Transactions, and Director Independence

Item 13.

Principal Accounting Fees and Services

PART IV

Item 14.

Exhibits and Financial Statement Schedules

PART I

Item 1.

Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our,” “us” or “Majic Wheels” refer to Majic Wheels Corp., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

We were incorporated in Delaware on March 15, 2007, and we are a development stage company. 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. 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.

We do not currently have a working prototype of our Product. 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.

To date, we have not generated any revenues and our operations have been limited to organizational and capital formation matters. 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.

On June 20, 2007, the Company issued 80,000,000 (post forward stock split) shares of common stock valued at a price of $0.0001 per share for common stock subscriptions receivable of $800. On September 28, 2007, the Company received $800 as full payment for the stock subscriptions receivable.

In addition, in 2007, the Company commenced a capital formation activity to effect a Registration Statement on Form S-1 with the SEC to raise capital of up to $160,000 from a self-underwritten offering of 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 $0.00825 per share, for total proceeds of $144,481, net of deferred offering costs of $20,000.

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. In Q1 2009, the Company initiated an additional forward stock split of 1-2. The accompanying audited financial statements and related notes thereto included in this Annual Report have been adjusted accordingly to reflect this forward stock split.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose. Neither Majic Wheels Corp., nor its officers, Directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

The Key Licensing and Marketing Agreements

Prior to our inception, Michael Taft patented a substance with unique adhesive properties in Israel (IL Patent Number: 148794 and PCT/IL06/00498). On September 28, 2007, Michael Taft filed a new patent application in the United States with the Patent and Trademark Office. We intend to integrate this Patented Technology into our Product.

On November 21, 2005, Mr. Taft entered into a distributor agreement with Idea Plus Ltd. and Global Sourcing and Marketing LLC ("Distributor Agreement"). The President of Idea Plus Ltd. is Mr. Benjamin Resheff, one of our Directors and officers. The Distributor Agreement granted to Global Source and Marketing LLC an exclusive, worldwide, perpetual license (with the right to sub-license). The Distributor Agreement was cancelled in a waiver document, enabling Michael Taft and us to sign the Patent Licensing Agreement on June 21, 2007.

On June 21, 2007, we entered into the Patent Licensing Agreement, which grants us an exclusive, world-wide license in the Patent rights for developing, manufacturing, marketing and selling the radio-controlled vehicle units for a period of 5 years, with an option, at our discretion, to extend the term for an additional five years. The agreement specifies that we will pay Michael Taft 4.5% of gross sales within 30 days of the end of each quarter. The agreement also requires us to meet sales quotas of at least 500,000 units in the aggregate for the first five years commencing as of June 21, 2007, and an additional sales quota of 100,000 units per annum during the five year renewal term. If we fail to meet any of these sales quotas, then Michael Taft may either terminate our rights under the Patent Licensing Agreement or require us to pay the royalties that would have been due had we met the relevant sales quota.

On June 20 2007, we entered into the Marketing Rights Agreement with Idea Plus Ltd. and Global Sourcing and Marketing LLC, in order to acquire the sub-licensing and marketing rights previously granted to them by Michael Taft, in exchange for $60,000 payable to Global Sourcing and Marketing LLC by December 31, 2007. As of December 31, 2007, we have paid $10,000 in connection with the Distribution Rights Agreement. The remaining $50,000 was due on December 31, 2007, but, pursuant to an addendum executed by the parties on December 26, 2007, the remaining payment obligation was extended to June 30, 2008. The agreement specifies that should we fail to pay Global Sourcing and Marketing LLC any payment required under the agreement, Global Sourcing and Marketing LLC may terminate the Marketing Rights Agreement and re-activate the Distributor Agreement signed between Michael Taft and Idea Plus Ltd. and Global Sourcing and Marketing LLC on November 21, 2005. The Marketing Rights Agreement also entitles Global Sourcing and Marketing LLC to purchase 100,000 units of the radio-controlled toy vehicle per year at cost plus fifteen percent (excluding any value added taxes) for a period of five years from June 30, 2007.

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 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 the offering of its registered common stock.

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. Our fiscal year end is December 31.

Business Summary

Through the use of the Patented Technology, we expect that our Product will be able 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.

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

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

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 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

Third-Party Manufacturers

We will rely on third parties to develop a prototype and to work with us to manufacture the Product. Currently, we have identified key manufacturing partners in China that can be solicited for this purpose. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize our Product as planned. In addition, we may not be able to contract with third parties to manufacture our Product in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our Product.

Intellectual Property

On June 21, 2007, we signed a Patent Licensing Agreement with Michael Taft, the original patent owner, licensing all rights, title and interest in, including a patent (granted in Israel ), for a radio-controlled toy vehicle. On September 28, 2007, a patent application was filed in the United States Patent and Trademark Office.

Competition

There are several companies in the radio-controlled toy vehicle field, including major toy manufacturers internationally. We are not, however, aware of any other company that has developed, manufactured, and/or marketed a device of a similar nature that incorporates a substance with unique adhesive properties which can be molded into various shapes, including tires for installation on radio-controlled toy vehicles. Current models are limited to flat or inclined surfaces. When these toys are challenged by vertical angles, they either stop completely or

flip over. We expect that our Product’s unique Patented Technology will enable our Product to overcome the challenges of even vertical surfaces, allowing the toy vehicle to climb walls without falling.

Patent, Trademark, License & Franchise Restrictions And Contractual Obligations & Concessions

As described above, we have entered into an exclusive Patent Licensing Agreement for the patented technology on which our proposed toy product is based. In addition, as described above, we have entered into a Marketing Rights Agreement whereby we acquired certain distribution rights that had originally been granted to two other parties. On September 28, 2007, a patent application was filed in the United States Patent and Trademark Office.

In addition, we are developing our website and have registered www.majicwheels as our domain name. We intend to protect our software developments with copyright and trade secrecy laws.

Existing or Probable Government Regulations

We will be subject to the provisions of the Federal Consumer Product Safety Act and the Federal Hazardous Substances Act, among other laws. These acts empower the CPSC to protect the public against unreasonable risks of injury associated with consumer products, including toys and other articles. The CPSC has the authority to exclude from the market articles that are found to be hazardous and can require a manufacturer to repair or repurchase such toys under certain circumstances. Any such determination by the CPSC is subject to court review. Violations of these acts may also result in civil and criminal penalties. Similar laws exist in some states and cities in the U.S. and in many jurisdictions throughout the world.

Employees

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 twelve months.

Transfer Agent

We have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

Research and Development

The Company is currently expending research and development costs to continue to develop a fully operational working prototype of the product.

Item 1A.

Risk Factors

In addition to the risk factors described in our Registration Statement on Form SB-2, as filed with the Securities and Exchange Commission, and although smaller reporting companies are not required to provide disclosure pursuant to this Item, your attention is directed to the following risk factor that relates to our business.

We do not have sufficient cash to fund our operating expenses for the next twelve months, and plan to seek funding through the sale of our common stock. Without significant improvement in the capital markets, we may not be able to sell our common stock and funding may not be available for continued operations.

There is not enough cash on hand to fund our administrative and other operating expenses or our proposed research and development program for the next twelve months. In addition, we will require substantial new capital following the development of a strategic marketing plan for bringing our product to global markets in order to actually market, arrange for the manufacturing of, and sell our product. Because we do not expect to have any cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of loans from current stockholders and/or from public and private equity offerings. Our ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status of the capital markets at the time such capital is sought. Without significant improvement in the capital markets, sufficient capital may not be available and the implementation of our business plan could be delayed. If we are unable to raise additional funds in the future, we may have to cease all substantive operations. In such event it would not be likely that investors would obtain a profitable return on their investment or a return of their investment at all

Item 1B.

Unresolved Staff Comments

None

Item 2.

Properties

Our Principal executive offices are located at c/o Benny Resheff, 28 Rembrandt St, Tel Aviv, Israel. This location is the home of our Secretary, Treasurer, and Director and we have been allowed to operate out of such location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities, or other forms of property.

Item 3.

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.

PART II

Item 4.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since September 18, 2008, under the ticker symbol MJWL. There has been no material active trading in the Company’s securities.

Holders

As of August 2, 2011, there were 176,000,000 common shares issued and outstanding, which were held by approximately 50 stockholders of record.

Dividends

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any unregistered securities during the fiscal year ended December 31, 2009.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2009.

Item 5.

Selected Financial Data.

A smaller reporting company is not required to provide the information required by this item.

Item 6.

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

Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Majic Wheels Corp. and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

This Management’s Discussion and Analysis or Plan of Operations (“MD&A”) section of this Report discusses our results of operations, liquidity and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with our audited financial statements and accompanying notes included in this Report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Risk Factors” or elsewhere in this Report.

Restatement

The purpose of this Amendment No. 2 on Form 10-K/A (“Form 10-K/A”) is to reflect that the financial statements are audited by a new firm, as a result of our prior principal independent accountant becoming unregistered with the SEC. The financial statements for the years ended December 31, 2009 and 2008 have also been restated. Our management decided to write off the intangible assets related to patent rights and marketing rights. See Note 3, Restatement and Revisions contained in Item 7 – Financial Statements for further information relating to the Restatement. These changes have been incorporated into Management’s Discussion and Analysis of Financial Condition and Results of Operations below.

Plan of Operation

We are a development stage company that has licensed the technology and patent for a radio-controlled toy vehicle. The purpose of this product is to provide a toy that can continue to move, even over hard surfaces, steep inclines, and vertical surfaces, thus lengthening and enriching the experience for the child or young adult.

We are not aware of any material trend, event, or capital commitment, which would potentially adversely affect liquidity. In the event such a trend develops, we believe that we will have sufficient funds available to satisfy working capital needs through lines of credit and the funds expected from equity sales.

Liquidity and Capital Resources

As of December 31, 2009, we had $719 in cash as compared to $2,522 in cash as of December 31, 2008. We incurred a net loss of $41,976 for the fiscal year ended December 31, 2009 as compared with a net loss of $115,133 for the period December 31 2008. Our cumulative net loss since inception is $230,035, which is comprised entirely of general and administrative and research and development expenses.

The Company does not believe that its cash resources will be sufficient to fund its expenses over the next 12 months. 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.

Lack of Insurance

The Company currently has no insurance in force for its office facilities and operations and it cannot be certain that it can cover the risks associated with such lack of insurance or that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums.

Going Concern Consideration

Our registered independent auditors have issued an opinion on our financial statements 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 12 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. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last at least 12 months.

Recently issued accounting pronouncements

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.” SFAS No. 165 (FASB ASC 855) 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 (FASB ASC 855) provides:

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.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

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 adoption of this pronouncement did not have a material impact on the financial statements of the Company.

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the 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 6A.

Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this item.

Item 7.

Financial Statements and Supplementary Data.

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008


Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2009 and 2008		F-3
Statements of Operations for the Years Ended December 31, 21009 and 2008, and Cumulative since March 15, 2007 (Date of Inception) to December 31, 2009		F-4
Statement of Stockholders’ deficit for the Period since March 15, 2007 (Date of Inception to December 31, 2009		F-5
Statements of Cash Flows for years Ended December 31, 2009 and 2008 and Cumulative since March 15, 2007		F-6
Notes to Financial Statements		F-7

F-1

To the Board of Directors

Majic Wheels Corp.

(A Development Stage Company)

We have audited the accompanying balance sheets of Majic Wheels Corp. (a development stage company) (the “Company”) as of December 31, 2009 and December 31, 2008, and the related statements of operations, cash flows and changes in stockholders' equity (deficit) for the years then ended and the period from March 15, 2007 (inception) through December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of December 31, 2009 and December 31, 2008, and the results of its operations and its cash flows for the years then ended and the period from March 15, 2007 (inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has negative working capital and no revenues which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MALONEBAILEY, LLP

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

August 2, 2011

F-2

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008

AUDITED


	Restated
	12/31/09			12/31/08
ASSETS

Current Assets:
Cash in bank	$	719		$	2,522
Total Assets	$	719		$	2,522

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable - Trade	$	3,600		$	—
Accrued liabilities		9,178			6,100
Due to related party - Director and stockholder		97,695			64,200
Total liabilities		110,473			70,300

Commitments and Contingencies

Stockholders' (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			10,000
Additional paid-in capital		110,281			110,281
(Deficit) accumulated during the development stage		(230,035	)		(188,059	)
Total stockholders' (deficit)		(109,754	)		(67,778	)
Total Liabilities and Stockholders' (Deficit)	$	719		$	2,522

The accompanying notes to financial statements are an integral part of this statement

F-3

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2009

AUDITED


	Restated
							Cumulative From Inception
	Year Ended
	12/31/09			12/31/08

Expenses:
General and administrative-
Professional fees	$	28,187		$	47,299		$	77,414
Research and Development		—			31,350			31,350
Consulting fees		625			21,000			23,625
Filing fees		5,394			2,520			10,507
Impairment expense		3,282			0			67,048
Web design fees		2,000			4,200			6,200
Investor and public relations		2,000			2,853			4,853
Bank charges		488			1,583			2,440
Office supplies		—			2,270			2,270
Organization costs		—			—			2,270
Other		—			2,058			2,058
Total general and administrative expenses		41,976			115,133			230,035

(Loss) from Operations		(41,976	)		(115,133	)		(230,035	)

Net (Loss)	$	(41,976	)	$	(115,133	)	$	(230,035	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	—		$	—

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		100,000,000			93,479,452

The accompanying notes to financial statements are an integral part of this statement

F-4

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2009

AUDITED


							Restated
Description				Additional Paid-In Capital			(Deficit) Accumulated During the Development Stage			Totals


	Common Stock
	Shares	Amount

Balance - March 15, 2007	—	$	—	$	—		$	—		$	—

Common stock issued for cash	80,000,000		8,000		(7,200	)		—			800
Deferred offering costs	—		—		(25,000	)		—			(25,000	)

Net (loss) for the period	—		—		—			(72,926	)		(72,926	)

Balance - December 31, 2007	80,000,000		8,000		(32,200	)		(72,926	)		(97,126	)

Common stock issued for cash	20,000,000		2,000		162,481			—			164,481

Deferred offering costs	—		—		(20,000	)		—			(20,000	)

Net (loss) for the period	—		—		—			(115,133	)		(115,133	)

Balance - December 31, 2008	100,000,000		10,000		110,281			(188,059	)		(67,778	)

Net (loss) for the period	—		—		—			(41,976	)		(41,976	)

Balance - December 31, 2009	100,000,000	$	10,000	$	110,281		$	(230,035	)	$	(109,754	)

The accompanying notes to financial statements are an integral part of this statement

F-5

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008,

AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2009

AUDITED


	Restated
							Cumulative From Inception
	Year Ended
	12/31/09			12/31/08

Operating Activities:
Net (loss)	$	(41,976	)	$	(115,133	)	$	(230,035	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Changes in net liabilities-
Accounts payable - Trade		3,600			—			3,600
Accrued liabilities		3,078			(50,502)			9,178
Net Cash (Used in) Operating Activities		(35,298	)		(165,635	)		(217,257	)


Financing Activities:
Net proceeds from issuance of common stock		—			144,481			120,281
Net proceeds from related party debt		33,495			23,000			97,695
Net Cash Provided by Financing Activities		33,495			167,481			217,976

Net Increase (Decrease) in Cash		(1,803	)		1,846			719

Cash - Beginning of Period		2,522			676			—

Cash - End of Period	$	719		$	2,522		$	719

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 this statement

F-6

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009, AND 2008

AUDITED

(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 affect a Registration Statement on Form S-1 with the Securities and Exchange Commission, and raise capital of up to $160,000 from a self-underwritten offering of 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 6.

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.

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 “Agreement”). The costs incurred to acquire the patent rights were originally to be amortized over the five-year term of the Agreement, however, the Company has restated its financials to expense these costs in full in 2007. On October 19, 2009, the Company incurred $3,282 in costs associated with the Patent Licensing Agreement and expensed these immediately.

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 years ended December 31, 2009, and 2008, except for the restatement in note 3, 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 years ended December 31, 2009, and 2008.

F-7

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

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 December 31, 2009, and 2008, the carrying value of the Company’s financial instruments approximated fair value, due to the short-term maturity of these instruments.

Subsequent Events

The management of the Company performs a review and evaluation of subsequent events following the end of each quarterly and annual financial period. For the year ended December 31, 2009, the review and evaluation of subsequent events for proper accrual and disclosure was complete.

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 December 31, 2009, and 2008, and expenses for the years ended December 31, 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-8

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

During the period from March 15, 2007, through December 31, 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 6. 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 December 31, 2009, and 2008, and the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3)

Restatements

The purpose of this Amendment No. 2 on Form 10-K/A (“Form 10-K/A”) is to reflect that the financial statements are audited by a new firm, as a result of the Company’s prior principal independent accountant becoming unregistered with the SEC. The financial statements for the years ended December 31, 2009 (“fiscal 2009”) and December 31, 2008 (“fiscal 2008”) have also been restated. The Company’s management decided to write off the intangible assets related to patent rights and marketing rights.

As a result of these adjustments, the Company’s loss from operations and net loss for fiscal 2009 were overstated by $9,519. In addition, the Company’s accumulated deficit was understated by $34,054 and other assets were overstated by $34,054, as of December 31, 2009. The adjustments affected all previously issued consolidated financial statements and related disclosures in all quarterly reports filed in fiscal 2009 with the SEC. There was no impact on the net decrease in cash for the year ended December 31, 2009 or the balance of cash as of December 31, 2009.

F-9

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s December 31, 2009 balance sheet as previously reported to the restated amounts.

BALANCE SHEET


	DECEMBER 31, 2009
	As Originally Reported			Adjustments			As Restated
ASSETS

Current Assets:
Cash in bank	$	719		$	—		$	719
Total current assets		719			—			719
Other Assets:
Patent rights (net of accumulated amortization of $1,994 and $1,193 in 2009, and 2008, respectively)		5,054			(5,054	)		—
Marketing rights (net of accumulated amortization of $31,000 and $19,000 in 2009, and 2008, respectively)		29,000			(29,000	)		—
Total other assets		34,054			(34,054	)		—
Total Assets	$	34,773		$	(34,054	)	$	719

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable - Trade	$	3,600		$	—		$	3,600
Accrued liabilities		9,178			—			9,178
Due to related party - Director and stockholder		97,695			—			97,695
Total current liabilities		110,473			—			110,473
Total liabilities		110,473			—			110,473

Commitments and Contingencies		—			—			—

Stockholders' (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			—			10,000
Additional paid-in capital		110,281			—			110,281
(Deficit) accumulated during the development stage		(195,981	)		(34,054	)		(230,035	)
Total stockholders' (deficit)		(75,700	)		(34,054	)		(109,754	)
Total Liabilities and Stockholders' (Deficit)	$	34,773		$	(34,054	)	$	719

F-10

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s statement of operations for the year ended December 31, 2009 as previously reported to the restated amounts:

STATEMENT OF OPERATIONS


	DECEMBER 31, 2009
	As Originally Reported			Adjustments			As Restated

Expenses:
General and administrative-
Professional fees	$	28,187		$	—		$	28,187
Amortization expense		12,801			(12,801	)		—
Filing fees		5,394			—			5,394
Impairment expense		-			3,282			3,282
Web design fees		2,000			—			2,000
Investor and public relations		2,000			—			2,000
Consulting fees		625			—			625
Bank charges		488			—			488
Total general and administrative expenses		51,495			(9,519	)		41,976

(Loss) from Operations		(51,495	)		9,519			(41,976	)

Net (Loss)	$	(51,495	)	$	9,519		$	(41,976	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	—		$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		100,000,000			0			100,000,000

F-11

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s statement of cash flows for the year ended December 31, 2009 as previously reported to the restated amounts:

STATEMENT OF CASH FLOWS


	DECEMBER 31, 2009
	As Originally Reported			Adjustments			As Restated
Operating Activities:
Net (loss)	$	(51,495	)	$	9,519		$	(41,976	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization		12,801			(12,801	)		—
Changes in net liabilities-
Accounts payable - Trade		3,600			—			3,600
Accrued liabilities		3,078			—			3,078
Net Cash (Used in) Operating Activities		(32,016	)		(3,282	)		(35,298	)

Investing Activities:
Patent rights		(3,282	)		3,282			—

Net Cash (Used in) Investing Activities		(3,282	)		3,282			—

Financing Activities:
Net proceeds from related party debt		33,495			—			33,495

Net Cash Provided by Financing Activities		33,495			—			33,495

Net Increase (Decrease) in Cash		(1,803	)		—			(1,803	)

Cash - Beginning of Period		2,522			—			2,522

Cash - End of Period	$	719		$	—		$	719

F-12

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s December 31, 2008 balance sheet as previously reported to the restated amounts.

BALANCE SHEET


	DECEMBER 31, 2008
	As Originally Reported			Adjustments			As Restated
ASSETS

Current Assets:
Cash in bank	$	2,522		$	—		$	2,522
Total current assets		2,522			—			2,522

Other Assets:
Patent rights (net of accumulated amortization of $1,193)		2,573			(2,573	)		—
Marketing rights (net of accumulated amortization of $19,000)		41,000			(41,000	)		—
Total other assets		43,573			(43,573	)		—
Total Assets	$	46,095		$	(43,573	)	$	2,522

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accrued liabilities	$	6,100		$	—		$	6,100
Due to related party - Director and stockholder		64,200			—			64,200
Total current liabilities		70,300			—			70,300
Total liabilities		70,300			—			70,300

Commitments and Contingencies

Stockholders' (Deficit):
Common stock, par value $.0001 per share, 150,000,000 shares authorized; 100,000,000 shares issued and outstanding		10,000			—			10,000
Additional paid-in capital		110,281			—			110,281
(Deficit) accumulated during the development stage		(144,486	)		(43,573	)		(188,059	)
Total stockholders' (deficit)		(24,205	)		(43,573	)		(67,778	)
Total Liabilities and Stockholders' (Deficit)	$	46,095		$	(43,573	)	$	2,522

F-13

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s statement of operations for the year ended December 31, 2008 as previously reported to the restated amounts:

STATEMENT OF OPERATIONS


	DECEMBER 31, 2008
	As Originally Reported			Adjustments			As Restated

Expenses:
General and administrative-
Professional fees	$	45,299		$	2,000		$	47,299
Research and Development		31,350						31,350
Consulting fees		21,000			—			21,000
Amortization expense		12,754			(12,754	)		—
Web design fees		4,200			—			4,200
Investor and public relations		2,853			—			2,853
Filing fees		2,520			—			2,520
Office supplies		2,270			—			2,270
Other		2,058			—			2,058
Bank charges		1,583			—			1,583
Total general and administrative expenses		125,887			(10,754	)		115,133

(Loss) from Operations		(125,887	)		10,754			(115,133	)

Net (Loss)	$	(125,887	)	$	10,754		$	(115,133	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	—		$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		47,530,738			45,948,714			93,479,452

F-14

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

The following table reconciles the Company’s statement of cash flows for the year ended December 31, 2008 as previously reported to the restated amounts:

STATEMENT OF CASH FLOWS


	DECEMBER 31, 2008
	As Originally Reported			Adjustments			As Restated
Operating Activities:
Net (loss)	$	(125,887	)	$	10,754		$	(115,133)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization		12,754			(12,754)			—
Changes in net liabilities-
Accrued liabilities		(12,502	)		(38,000	)		(50,502	)
Net Cash (Used in) Operating Activities		(125,635	)		(40,000	)		(165,635	)

Investing Activities:
Marketing rights		(50,000	)		50,000			—

Net Cash (Used in) Investing Activities		(50,000	)		50,000			—

Financing Activities:
Proceeds from issuance of common stock		164,481			(20,000	)		144,481
Due to related party - Director and stockholder		23,000			—			23,000
Deferred offering costs		(10,000	)		10,000			—

Net Cash Provided by Financing Activities		177,481			(10,000	)		167,481

Net Increase (Decrease) in Cash		1,846			—			1,846

Cash - Beginning of Period		676			—			676

Cash - End of Period	$	2,522		$	—		$	2,522

(4)

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 costs incurred to acquire the patent rights were originally to be amortized over the five-year term of the Agreement, however, the Company has restated its financials to impair these costs in full in 2007. On October 19, 2009, the Company incurred $3,282 in costs associated with the Patent Licensing Agreement and expensed these immediately.

F-15

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

(5)

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 4) 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 costs incurred for the marketing agreement were originally to be amortized over the five-year term of the Marketing Rights Agreement, however, the Company has restated its financials to impair these costs in full in 2007.

(6)

Common Stock

In addition, in 2007, the Company commenced a capital formation activity to affect 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 $0.00825 per share, for total proceeds of $144,481, net of deferred offering costs of $20,000.

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.

(7)

Income Taxes

The Company had deferred income tax assets as of December 31, 2009, and 2008, as follows:


	2009			2008

Loss carryforwards	$	80,512		$	65,821
Less - Valuation allowance		(80,512	)		(65,821	)
Total net deferred tax assets	$	—		$	—

F-16

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

As of December 31, 2009, the Company had net operating loss carryforwards for income tax reporting purposes of approximately $230,035 that may be offset against future taxable income. The net operating loss carryforwards will begin to expire in the year 2027. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carryforwards, as the Company believes there is high probability that the carryforwards will not be utilized in the foreseeable future. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

(8)

Related Party Transactions

As of December 31, 2009, and 2008, the Company owed to a Director and stockholder of the Company $97,695 and $64,200, respectively, for various working capital loans received by the Company from September 28, 2007, through December 31, 2009. The loans are unsecured, non-interest bearing, and have no terms for repayment.

(9)

Commitments and Contingencies

On June 21, 2007, the Company committed to paying royalties for a five-year period to Michael Taft, Inventor, based on four and one half percent of all future revenues received from the exploitation of certain patent rights pertaining to a Climbing Device, as described in Note 4 above.

As described in Note 5 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, 2009, the Company had paid fees totaling $12,000 for transfer agent services.

(10)

Recent Accounting Pronouncements

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.” SFAS No. 165 (FASB ASC 855) 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 (FASB ASC 855) provides:

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

F-17

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2009, AND 2008

AUDITED

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

(11)

Subsequent Events

Effective May 26, 2010, Benjamin Resheff resigned as Secretary and Director of the Company and Judah Steinberger was elected to the Board of Directors of the Company in the position of Secretary and Director.

On July 20, 2010, MAJIC Wheels Corp. (the “Company”) sold an aggregate of 54,000,000 shares of Common Stock to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC. for a total of $118,000 pursuant to an Agreement for the Purchase of Common Stock (the “Agreement”). The shares represent approximately 36% of the total outstanding securities of the Company. The shares were sold without registration under Section 5 of the Securities Act of 1933 in reliance on the exemption from registration contained in Section 4(2) of the Securities Act. A copy of the Agreement is annexed hereto as Exhibit 10.1.

Also on July 20, 2010, Eran Gronich sold an aggregate of 4,000,000 shares of Common Stock of the Company to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC. for a total of $4,000 pursuant to an Agreement for the Purchase of Common Stock (the “Agreement”). The shares were sold without registration under Section 5 of the Securities Act of 1933 in reliance on the exemption from registration contained in Section 4(2) of the Securities Act.

Also on July 20, 2010, Daniel Elbaz sold an aggregate of 18,000,000 shares of Common Stock of the Company to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC. for a total of $18,000 pursuant to an Agreement for the Purchase of Common Stock (the “Agreement”). The shares were sold without registration under Section 5 of the Securities Act of 1933 in reliance on the exemption from registration contained in Section 4(2) of the Securities Act.

As a result of the above mentioned stock purchases by BAJA 4 X 4 OFFROAD & FABRICATIONS, INC. control of the Company in the form of a total of 50.6% of the total issued and outstanding shares of common stock of the Company which total 150,000,000 was changed to BAJA 4 X 4 OFFROAD & FABRICATIONS, INC.

In connection with the Changes in Control of Registrant, Asher Zwebner resigned, effective July 23, 2010, as Interim CEO, CFO and Director and Judah Steinberger as Secretary and Director of the Company.

Effective as of July 23, 2010, Denise S. Houghtaling and Mark Houghtaling were elected to the Board of Directors of the Company as President and Director and Vice-President, Secretary and Director, respectively.

Effective as of July 23, 2010, the Company has relocated its Executive/Corporate offices as follows:

7908 Interstate Court

North Ft Myers, FL 33917

F-18

Item 8.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 8A(T).

Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.

Based upon the required evaluation and in consideration of the Restatement described herein, our Chief Executive Officer and Principal Financial Officer concluded as of December 31, 2009, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission ("SEC") and is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of December 31, 2009 was effective.

Management’s internal control report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report.

Changes in internal control over financial reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. . There have been no significant changes in our internal controls over financial reporting or in other factors that could significantly affect internal controls over financial reporting subsequent to the date we carried out our evaluation.

Item 8B.

Other Information.

None.

PART III

Item 9.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth certain information regarding the members of our Board of Directors and our executive officers:


Name	Age	Positions and Offices Held
Asher Zwebner(1)	46	Interim Chief Executive Officer, Chief Financial Officer and Director

Benjamin Resheff	57	Secretary and Director

———————

(1)

On January 27, 2009, Lavi Krasney resigned from his positions as Chief Executive Officers and as a director of the Company, effective as of such date. On January 27, 2007, the Board of Directors of the Company appointed Asher Zwebner as the Interim Chief Executive Officer.

Our Directors hold office until the next annual meeting of our shareholders, or until their successors are duly elected and qualified. Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive officers for at least the last five years.

Asher Zwebner has served as our Interim Chief Executive Officer since January 2009, and our Chief Financial Officer since the Company’s inception in March 15, 2007. As of January 1, 2007, Mr. Zwebner has served as the Chief Financial Officer of SinoBiomed Inc., and since October 18, 2007, as the Chief Financial Officer of PCMT Corporation, each a publicly traded company. From November 2004 until October 2006, Mr. Zwebner was also a Director of SinoBiomed Inc. Since May 2002, he has also served as the Chief Financial Officer of ForexManage Ltd., a private hi-tech developer of Internet-based foreign exchange and risk management solutions based in Israel. From May 2001 until May 2002, Mr. Zwebner served as the Chief Financial Officer of SMC Ventures.com, a strategic consulting firm specializing in mergers and acquisitions and in corporate debt and equity financing activities. From January 2000 until May 2001, Mr. Zwebner acted as CFO for Britanica.com, an educational software company that developed a proprietary e-learning platform technology. . From March 1995 through December 1999, Mr. Zwebner was a senior manager at the Israeli accounting office of Kost Forer and Gabbay, a member of Ernst & Young International. Mr. Zwebner is a CPA in Israel and the United States, and received a BS Degree in Accounting and Finance from Touro College in 1988.

Benjamin Resheff has served as our Secretary and Director since June 15, 2007. Since 2001, Mr. Resheff has been the President of Idea Plus Ltd., a company based in Ramat Gan, Israel. Idea Plus Ltd. markets new products and patents, including those of ThermoSiv Ltd., a thermal fabric manufacturer controlled by Idea Plus Ltd. From August 2000 to August 2001, he was a Vice President of sales and marketing at Optimet Ltd. a company based in Jerusalem, Israel . From 1996 until 2001, Mr. Resheff was the Director of business development for Cognitens Ltd., an optical quality control equipment manufacturer in Israel. Mr. Resheff graduated with a BSc. In Electronics and Computer Science from the Technion, Israel Institute of Technology in 1978 and completed his MBA at Manchester University in 2001.

There are no familial relationships among any of our directors or officers. None of our directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2008, all reporting persons complied with all applicable Section 16(a) filing requirements.

Auditors

Malone Bailey is our auditor.

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion

that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Item 10.

Executive Compensation.

Summary Compensation

Since our incorporation on March 15, 2007, we have not paid any compensation to our Directors or officers in consideration for their services rendered to our Company in their capacity as such. We have no employment agreements with any of our Directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

Since our incorporation on March 15, 2007, no stock options or stock appreciation rights were granted to any of our Directors or executive officers. We have no long-term equity incentive plans.

Outstanding Equity Awards

None of our Directors or executive officers holds unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Since our incorporation on March 15, 2007, no compensation has been paid to any of our Directors in consideration for their services rendered in their capacity as directors.

Item 11.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists, as of March 18, 2009, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 100,000,000 shares of our common stock issued and outstanding as of March 18, 2009. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o 28 Rembrandt St. 28 Rembrandt St. Tel Aviv, Israel.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote ⁽¹⁾	Percent of Common Stock Beneficially Owned or Right to Direct Vote
Asher Zwebner	10,000,000	10%
Benjamin Resheff	18,000,000	18%
Danny Elbaz	18,000,000	18%

———————

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

Item 12.

Certain Relationships and Related Transactions, and Director Independence.

Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders, or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.

Benjamin Resheff, our Secretary and Director, is the President of Idea Plus Ltd. On June 20, 2007, the Company entered into a Marketing Rights Agreement with Idea Plus Ltd. and Global Sourcing and Marketing, LLC, pursuant to which we acquired the worldwide marketing rights to the Product in consideration of $60,000 to be paid to Global Sourcing and Marketing, LLC. According to the terms of the agreement, Global Sourcing and Marketing, LLC also has the right to purchase from Majic Wheels, for a period of five years, 100,000 units of produced radio-controlled toy vehicles per year at cost plus fifteen percent (excluding any value added taxes). Idea Plus Ltd. did not receive any payment from Majic Wheels, and does not have any right to purchase units of the Product from Majic Wheels. The Marketing Rights Agreement specifies that should we fail to pay Global Sourcing and Marketing, LLC any payment required under the agreement, Global Sourcing and Marketing, LLC may terminate the Marketing Rights Agreement and re-activate the Distributor Agreement signed between Michael Taft and Idea Plus Ltd. and Global Sourcing and Marketing, LLC on November 21, 2005.

As of December 31, 2009, the Company owed to the CEO, and Director and stockholder of the Company $97,695 for various working capital loans received by the Company from September 28, 2007, through December 31, 2009. The loans are unsecured, non-interest bearing, and have no terms for repayment.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Item 13.

Principal Accounting Fees and Services.

Our principal independent accountant is Malone Bailey. Their pre-approved fees billed to the Company are set forth below:


	For Fiscal Year Ended		For Fiscal Year Ended
	December 31, 2009		December 31, 2008
Audit Fees	$	7,000	$	0

Our prior principal independent accountant was Davis Accounting Group, P.C. Their pre-approved fees billed to the Company are set forth below:


	For Fiscal Year Ended		For Fiscal Year Ended
	December 31, 2009		December 31, 2008
Audit	$	14000	$	14,000
Tax Fees (Paid to Alan Weinberg CPA)	$	1,000	$	1,000

As of December 31, 2009, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

PART IV

Item 14.

Exhibits and Financial Statement Schedules.


Exhibit		Description
3.1		Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 27, 2007)
3.2		Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 27, 2007)
3.3		Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 27, 2007)
10.1		Licensing Agreement dated June 21, 2007, between the Company and the Licensor (filed as Exhibit 10.1 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 27, 2007)
10.2		Marketing Rights Agreement dated June 20, 2007 (filed as Exhibit 10.2 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 27, 2007)
10.3		Amendment to Marketing Rights Agreement dated December 26, 2007 (filed as Exhibit 10.3 to Registration Statement on Form SB-2/A, filed with the Securities and Exchange Commission on January 2, 2008)
31.1		Certification of Principal Executive and 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 2002
32.1		Certification of Principal Executive and Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 2, 2011


	MAJIC WHEELS CORP.


	By:	/ s/ Denise Houghtaling
	Name:	Denise Houghtaling
	Title	Chief Executive Officer, Chief
		Financial Officer and Director (Principal
		Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: August 2, 2011


		MAJIC WHEELS CORP.


	By:	/ s/ Denise Houghtaling
	Name:	Denise Houghtaling
	Title	Chief Executive Officer, Chief
		Financial Officer and Director (Principal
		Executive, Financial and Accounting Officer)

Date: August 2, 2011


		MAJIC WHEELS CORP.


	By:	/ s/ Mark Houghtaling
	Name:	Mark Houghtaling
	Title	Vice-President, Secretary and Director

MAJIC WHEELS CORP - FORM 10-K/A - August 2, 2011

Attached files

MAJIC WHEELS CORP Reports