U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~2011

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~~1950 ~~Interstate~~Custom ~~Court~~Drive

~~North~~Fort Ft Myers, FL ~~33917~~33907

Phone Number: 239-~~567~~313-~~4702~~5672

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

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 ¨ o No þ x

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 ¨ o No þ x

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 þ x No ¨ o

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item on405 ~~its~~of ~~corporate~~Regulation ~~Web~~S-K ~~site,~~(§229.405 ifof ~~any,~~this ~~every~~chapter) ~~Interactive~~is ~~Data~~not ~~File~~contained ~~required~~herein, toand bewill ~~submitted~~not ~~and~~be ~~posted~~contained, ~~pursuant~~ to ~~Rule~~the ~~405~~best of ~~Regulation~~registrant’s ~~S-T~~knowledge, (§in ~~232.405~~definitive ofproxy ~~this~~or ~~chapter)~~information ~~during~~statements ~~the~~incorporated ~~preceding~~by 12reference ~~months~~in ~~(or~~Part ~~for~~III ~~such~~of ~~shorter~~this ~~period~~Form ~~that~~10-K ~~the~~or ~~registrant~~any ~~was~~amendment ~~required~~ to ~~submit~~this ~~and~~Form ~~post such files)~~10-K. ~~Yes~~ ~~¨ No ¨~~o

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 ¨o Non-accelerated filer ¨o Smaller reporting company þx (Do not check if a smaller reporting company)

~~Indicate~~Indicateby by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ o No þ x

~~State~~Statethe ~~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~~Thenumber ~~number~~ of shares of the issuer’s common stock issued and outstanding as of ~~September~~April 2113, ~~2011~~2012, was ~~150~~185,~~000~~352,~~000~~941 shares.

~~Documents~~DocumentsIncorporated ~~Incorporated~~ By Reference: None

TABLE OF CONTENTS

			Page	~~Page~~
PART I				3
Item 1	Business	~~Business~~		13
Item 1A	Risk Factors	~~Risk Factors~~		25
Item 1B	Unresolved Staff Comments	~~Unresolved Staff Comments~~		35
Item 2	Properties	~~Properties~~		35
Item 3	Legal Proceedings	~~Legal Proceedings~~		35
PART II				6
Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		4
Item 4	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			6
Item 6		Selected Financial Data		4
Item 5	Selected Financial Data			6
Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operation		4
Item 6	Management’s Discussion and Analysis of Financial Condition and Results of Operation			7
Item 7A		Quantitative and Qualitative Disclosures About Market Risk.		6
Item 6A	Quantitative and Qualitative Disclosures About Market Risk.			8
Item 8		Financial Statements and Supplementary Data		6
Item 7	Financial Statements and Supplementary Data			F-1
Item 9		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		19
Item 8	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A(T)		Controls and Procedures		19
Item 8A(T)	Controls and Procedures
Item 9B		Other Information		19
Item 8B	Other Information
PART III				10
Item 10		Directors, Executive Officers and Corporate Governance		20
Item 9	Directors, Executive Officers and Corporate Governance			10
Item 11		Executive Compensation		21
Item 10	Executive Compensation			11
Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		22
Item 11	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			12
Item 13		Certain Relationships and Related Transactions, and Director Independence		23
Item 12	Certain Relationships and Related Transactions, and Director Independence			13
Item 14		Principal Accountant Fees and Services		23
Item 13	Principal Accountant Fees and Services			13
PART IV				14
Item 15		Exhibits and Financial Statement Schedules		24
Item 14	Exhibits and Financial Statement Schedules			14
SIGNATURES				2515

PART I

Item 1. Business.

~~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.

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

~~This~~These ~~Report contains~~ forward-looking statements. ~~For this purpose, any statements contained in this Report that~~ are not ~~statements~~guarantees of ~~historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to~~ future ~~actions, prospective products, future~~ performance orand ~~results~~involve ~~of current or anticipated products~~risks, ~~sales~~uncertainties and ~~marketing~~assumptions ~~efforts,~~that ~~costs~~we ~~and~~cannot ~~expenses,~~predict. ~~interest~~In ~~rates,~~evaluating ~~outcome~~these offorward-looking ~~contingencies~~statements, ~~financial~~you ~~condition,~~should ~~results~~consider ofvarious ~~operations~~factors, ~~liquidity,~~including ~~business~~the ~~strategies,~~following: ~~cost~~(a) ~~savings,~~those ~~objectives~~risks ~~of management,~~ and ~~other~~uncertainties ~~matters.~~related ~~You~~to ~~can~~general ~~identify~~economic ~~forward-looking~~conditions, ~~statements~~(b) bywhether ~~those~~we ~~that~~ are ~~not~~able ~~historical~~to inmanage ~~nature,~~our ~~particularly~~planned ~~those~~growth ~~that~~efficiently ~~use~~and ~~terminology~~operate ~~such~~profitable ~~as “may~~operations,” ~~“will,”~~(c) ~~“should,”~~whether ~~“expects,”~~we ~~“anticipates,”~~are ~~“contemplates,”~~able ~~“estimates,”~~to ~~“believes,”~~generate ~~“plans,”~~sufficient ~~“projected,”~~revenues ~~“predicts,” “potential,”~~ or ~~“continue”~~obtain orfinancing ~~the~~to ~~negative~~sustain ofand ~~these~~grow ~~similar~~our ~~terms.~~operations, ~~The~~(d) ~~Private~~whether ~~Securities~~we ~~Litigation~~are ~~Reform~~able ~~Act~~to ofsuccessfully ~~1995~~fulfill ~~provides~~our aprimary ~~“safe~~requirements ~~harbor”~~ for ~~forward-looking~~cash, ~~information~~which toare ~~encourage~~explained ~~companies~~below tounder ~~provide~~“Liquidity ~~prospective~~and ~~information~~Capital ~~about~~Resources.” ~~themselves~~We ~~without~~assume ~~fear~~no ofobligation ~~litigation~~to soupdate ~~long as that information is identified as~~ forward-looking ~~and is accompanied by meaningful cautionary~~ statements, ~~identifying~~except ~~important~~as ~~factors~~otherwise ~~that~~required ~~could~~under ~~cause~~the ~~actual~~applicable ~~results~~federal tosecurities ~~differ materially from those projected in the information~~laws.

~~These~~Corporate 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.Background

~~Corporate~~We ~~Background~~were incorporated in Delaware on March 15, 2007, and we are a development stage company. We had intended to engage in the manufacturing and distribution of a radio-controlled toy vehicle using a patented technology that allowed the vehicle to climb inclined and vertical surfaces. In July 2010, there was a change in control of the Company and its focus is now waste management. To date, we have not generated any revenues and our operations have primarily been limited to organizational and capital formation matters.

WeOn ~~were~~June ~~incorporated in Delaware on March 15~~20, 2007, ~~and~~the weCompany ~~are~~issued a80,000,000 ~~development~~(post ~~stage~~forward ~~company.~~stock Wesplit) ~~had~~shares ~~intended to engage in the manufacturing and distribution~~ of acommon ~~radio-controlled~~stock ~~toy~~valued ~~vehicle~~at ~~using~~ a ~~patented~~price ~~technology~~of ~~that~~$0.0001 ~~allowed~~per ~~the~~share ~~vehicle~~for tocommon ~~climb~~stock ~~inclined~~subscriptions ~~and~~receivable ~~vertical~~of ~~surfaces~~$800. In On ~~July~~September ~~2010~~28, ~~there~~2007, ~~was a change in control of~~ the Company ~~and~~received ~~its~~$800 ~~focus~~as isfull ~~now~~payment ~~waste~~for ~~management. To~~the ~~date,~~stock wesubscriptions ~~have not generated any revenues and our operations have been limited to organizational and capital formation matters~~receivable.

OnIn ~~June 20~~addition, in 2007, the Company ~~issued~~commenced 80a 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 ~~valued~~in atthe 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 ~~price~~total of 20,000,000 (post forward stock split) registered shares of its common stock, par value of $0.0001 per share, ~~for~~at ~~common~~an ~~stock~~offering ~~subscriptions~~price ~~receivable~~ of $~~800~~0. On00825 ~~September~~per 28share, ~~2007,~~for ~~the~~total ~~Company~~proceeds ~~received~~of $~~800~~144,481, asnet ~~full~~of ~~payment~~deferred ~~for~~offering ~~the~~costs ~~stock~~of ~~subscriptions receivable~~$20,000.

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 $20,000.3

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.

On July 9, 2010, Asher Zwebner the Company previous Chief Financial Officer cancelled 4 million shares of the Company outstanding common stock at a cost of $0.

1On July 20, 2010, we sold an aggregate of 54,000,000 shares of Common Stock to Baja 4 X 4 Offroad & Fabrications, Inc. (“Baja”) for a total of $118,000 pursuant to an Agreement for the Purchase of Common Stock. 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. Two other shareholders sold 22,000,000 shares of our Common Stock to Baja. As a result of the aforementioned stock purchases by Baja, 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 shares, was changed to Baja.

OnWe ~~July~~have ~~20,~~never ~~2010~~declared bankruptcy, wehave ~~sold~~never anbeen ~~aggregate~~in ~~of 54~~receivership,~~000,000~~ ~~shares~~and ofhave ~~Common~~never ~~Stock~~been toinvolved ~~Baja~~in 4any Xlegal 4action ~~Offroad~~or ~~& Fabrications, Inc~~proceedings. ~~(“Baja”)~~We ~~for~~have anot ~~total~~made ofany ~~$118,000~~significant ~~pursuant~~purchase toor ansale ~~Agreement for the Purchase~~ of ~~Common~~assets, ~~Stock. The~~nor ~~shares~~has ~~represent approximately 36% of~~ the ~~total outstanding securities of the~~ Company~~. The~~ ~~shares~~been ~~were~~involved ~~sold~~in ~~without~~any ~~registration~~mergers, ~~under~~acquisitions ~~Section~~or 5consolidations. ofWe ~~the~~are ~~Securities~~not ~~Act~~a ofblank ~~1933~~check inregistrant ~~reliance~~as onthat ~~the~~term ~~exemption~~is ~~from~~defined ~~registration contained~~ in ~~Section~~Rule 4419(a)(2) of ~~the~~Regulation ~~Securities~~C ~~Act. Two other shareholders sold 22,000,000 shares~~ of ~~our~~the ~~Common~~Securities ~~Stock~~Act ~~to Baja. As a result~~ of ~~the aforementioned stock purchases by Baja~~1933, ~~control~~because ofwe ~~the~~have ~~Company in the form of~~ a ~~total~~specific ofbusiness ~~50.6%~~plan ~~of the total issued~~ and ~~outstanding shares of common stock of the Company, which total 150,000,000 shares, was changed to Baja~~purpose.

WeOur ~~have~~principal ~~never~~offices ~~declared~~are ~~bankruptcy,~~located ~~have~~at ~~never~~1950 ~~been~~Custom ~~in receivership~~Drive, ~~and~~Fort ~~have~~Myers, ~~never~~FL 33907. ~~been~~Our ~~involved~~telephone innumber ~~any~~is ~~legal action or proceedings~~239-313-5672. WeOur ~~have~~registered ~~not~~office ~~made~~in ~~any~~Delaware ~~significant~~is ~~purchase~~located orat ~~sale~~c/o ofDelaware ~~assets~~Intercorp, ~~nor~~Inc., ~~has~~113 ~~the~~Barksdale ~~Company~~Professional ~~been~~Center, ~~involved~~Newark, inDE ~~any mergers~~19711, ~~acquisitions~~and orour ~~consolidations.~~registered Weagent ~~are not a blank check registrant as that term~~ is ~~defined~~Delaware ~~in Rule 419(a)(2) of Regulation C of the Securities Act of 1933~~Intercorp, ~~because~~Inc. weOur ~~have~~fiscal ayear ~~specific~~end ~~business~~is ~~plan~~December ~~and purpose~~31.

~~Our~~Business principal offices are located at 7908 Interstate Court, North Ft Myers, FL 33917. Our telephone number is 239-567-4702. 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.Summary

~~Business~~ We ~~Summary~~plan to enter the waste management business and become the premier leader in the environmental safe junk removal, trash hauling, recycling, site work, commercial and residential construction cleanup and demolition business.

We plan to enter the waste management business and become the premier leader in the environmental safe junk removal, trash hauling, recycling, commercial and residential construction cleanup and demolition business.Competition

The waste industry is very competitive, with competition stemming from a number of publicly held solid waste companies, private solid waste companies, large commercial and industrial companies handling their own waste collection or disposal operations and public and private waste-to-energy corporations. Competition can also stem from municipalities and regional government authorities with respect to residential and commercial solid waste collection and solid waste landfills.

~~Regulation~~The waste industry is subject to extensive and evolving federal, state, or provincial and local environmental, health, safety and transportation laws and regulations. These laws and regulations are administered by the U.S. EPA and various other federal, state and local environmental, zoning, transportation, land use, health and safety agencies in the United States.

The waste industry is subject to extensive and evolving federal, state, or provincial and local environmental, health, safety and transportation laws and regulations. These laws and regulations are administered by the U.S. EPA and various other federal, state and local environmental, zoning, transportation, land use, health and safety agencies in the United States. Employees

~~Employees~~We have two employees, both of whom are covered by employment contracts.

WeTransfer ~~have two employees, both of whom are covered by employment contracts.~~Agent

We have engaged Manhattan Transfer ~~Agent~~Registrar Company as our stock transfer agent. Manhattan Transfer Registrar Company is located at 57 Eastwood Road, Miller Place, NY 11764. Their telephone number is (631) 928-7655 and their fax number is (631) 928-6171. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

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.4

Item 1A. Risk Factors

~~Risk~~In ~~Factors~~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.

InWe ~~addition~~do tonot ~~the~~have ~~risk~~sufficient ~~factors~~cash ~~described~~to infund our ~~Registration~~operating ~~Statement~~expenses onfor ~~Form~~the ~~SB-2~~next twelve months, asand ~~filed~~plan ~~with~~to ~~the~~seek ~~Securities~~funding ~~and~~through ~~Exchange~~the ~~Commission,~~sale ~~and~~of ~~although~~our ~~smaller~~common ~~reporting~~stock. ~~companies~~Without ~~are~~significant ~~not~~improvement ~~required~~in tothe ~~provide~~capital ~~disclosure~~markets, ~~pursuant~~we tomay ~~this~~not ~~Item,~~be ~~your~~able ~~attention~~to issell ~~directed~~our tocommon ~~the~~stock ~~following~~and ~~risk~~funding ~~factor~~may ~~that~~not ~~relates~~be toavailable ~~our~~for ~~business~~continued operations.

WeThere dois not ~~have~~enough ~~sufficient~~ cash on hand to fund our administrative and other operating expenses for the next twelve months. We will need to raise additional capital, which may be in the form of loans from current stockholders and/or ~~plan~~from public and private equity offerings. Our ability to ~~seek~~access ~~funding~~capital ~~through~~will depend on our success in implementing our business plan. It will also depend upon the ~~sale~~status of ~~our~~the ~~common~~capital ~~stock~~markets at the time such capital is sought. Without significant improvement in the capital markets, wesufficient capital may not be ~~able~~available toand ~~sell~~the implementation of our ~~common~~business ~~stock~~plan ~~and~~could ~~funding~~be delayed. If we are unable to raise additional funds in the future, we may ~~not~~have beto ~~available~~cease ~~for~~all ~~continued~~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

~~There~~Item ~~is not enough cash on hand to fund our administrative and other operating expenses for the next twelve months~~1B. Unresolved InStaff addition, we will require substantial new capital to enter the waste management business. 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 allComments

2None

Item 1B2. Properties

~~Unresolved~~Our ~~Staff~~Principal ~~Comments~~executive offices are located at 1950 Custom Drive, Fort Myers, FL 33907. This location is the place of business of our Officers and Directors. 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.

~~None~~Item 3. Legal Proceedings.

~~Item~~There 2are 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.

~~Properties~~5

~~Our~~PART Principal executive offices are located at 7908 Interstate Court, North Ft Myers, FL 33917. This location is the place of business of our Officers and Directors. 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.II

Item 34. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Legal~~Market ~~Proceedings.~~Information

~~There~~Our ~~are~~common nostock ~~pending~~has ~~legal~~been ~~proceedings~~eligible to ~~which~~be ~~the~~traded ~~Company~~on isthe aOver-The-Counter ~~party~~Bulletin orBoard insince ~~which~~September ~~any Director~~18, ~~officer or affiliate of the Company~~2008, ~~any~~under ~~owner of record or beneficially of more than 5% of any class of voting securities of~~ the ~~Company,~~ticker orsymbol ~~security~~MJWL. ~~holder~~There ~~is a party adverse to the Company or~~ has abeen no material ~~interest~~active ~~adverse~~trading toin the Company~~. The Company~~’s ~~property is not the subject of any pending legal proceedings~~securities.

3Holders

~~PART~~As IIof April 13, 2012, there were 185,352,941 common shares issued and outstanding, which were held by approximately 50 stockholders of record.

~~Item 5.~~Dividends

~~Market~~We ~~for~~have ~~Registrant’s~~never ~~Common~~declared ~~Equity~~or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, ~~Related~~we ~~Stockholder~~expect ~~Matters~~to retain any future earnings to finance our operations and ~~Issuer~~expansion. ~~Purchases~~The payment of ~~Equity~~cash ~~Securities~~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.

~~Market~~Equity ~~Information~~Compensation Plans

~~Our~~We ~~common~~do ~~stock~~not ~~has~~have ~~been~~any ~~eligible~~equity tocompensation ~~be traded on the Over-The-Counter Bulletin Board since September 18, 2008, under the ticker symbol MJWL~~plans. ~~There has been no material active trading in the Company’s securities.~~

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

AsWe ofdid ~~September~~not ~~21,~~have ~~2011,~~any ~~there~~sales ~~were~~of ~~150,000,000~~unregistered ~~common~~securities ~~shares~~in ~~issued and outstanding, which were held by approximately 50 stockholders of record~~2011.

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

We have ~~never~~not ~~declared~~repurchased ~~or paid~~ any ~~cash~~shares ~~dividends~~of on our common stock ~~nor~~during ~~do we anticipate paying any in~~ the ~~foreseeable~~fiscal ~~future.~~year ~~Furthermore,~~ended weDecember 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 levels31, ~~capital requirements, any restrictive loan covenants and other factors the Board considers relevant~~2011.

~~Equity~~Item ~~Compensation~~5. Selected ~~Plans~~Financial Data.

WeA dosmaller reporting company is not ~~have~~required ~~any~~to ~~equity~~provide ~~compensation~~the ~~plans~~information required by this item.

~~Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities~~6

OnItem ~~July 20, 2010, we sold an aggregate of 54,000,000 shares of Common Stock to Baja 4 X 4 Offroad & Fabrications, Inc~~6. Management’s ~~for~~Discussion aand ~~total~~Analysis of ~~$118,000~~Financial ~~pursuant~~Condition toand anResults ~~Agreement for the Purchase~~ of ~~Common Stock~~Operations. 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.

~~Also~~Certain onstatements ~~July~~contained ~~20,~~in ~~2010~~this Annual Report, ~~Eran~~including ~~Gronich~~statements ~~sold~~regarding anthe ~~aggregate~~anticipated development and expansion of 4our business,~~000~~ our intent,~~000~~ ~~shares~~belief ofor ~~Common~~current ~~Stock~~expectations, primarily with respect to the future operating performance of Majic Wheels Corp. and the ~~Company~~services we expect to ~~Baja~~offer 4and Xother 4statements ~~Offroad~~contained &herein ~~Fabrications~~regarding matters that are not historical facts, ~~Inc~~are “forward-looking” statements. ~~for~~Future afilings ~~total~~with ofthe $4Securities and Exchange Commission,~~000~~ ~~pursuant~~future topress anreleases ~~Agreement~~and ~~for~~future ~~the~~oral ~~Purchase~~or ofwritten ~~Common~~statements ~~Stock. The~~made ~~shares~~by ~~were~~us ~~sold~~or ~~without~~with ~~registration~~our ~~under~~approval, ~~Section~~which 5are not statements of ~~the~~historical ~~Securities~~fact, ~~Act~~may ofcontain ~~1933~~forward-looking instatements, ~~reliance~~because onsuch ~~the~~statements ~~exemption~~include ~~from~~risks ~~registration~~and ~~contained~~uncertainties, inactual ~~Section~~results ~~4(2)~~may ofdiffer ~~the~~materially ~~Securities~~from ~~Act~~those expressed or implied by such forward-looking statements.

~~Also~~All onforward-looking ~~July~~statements ~~20,~~speak ~~2010,~~only ~~Daniel~~as ~~Elbaz sold an aggregate~~ of ~~18,000,000 shares of Common Stock of~~ the ~~Company~~date toon ~~Baja~~which 4they Xare ~~4 Offroad & Fabrications, Inc~~made. ~~for~~ aWe ~~total~~undertake ofno ~~$18,000~~obligation ~~pursuant~~ to anupdate ~~Agreement~~such ~~for~~statements ~~the~~to ~~Purchase~~reflect ofevents ~~Common~~that ~~Stock. The~~occur ~~shares~~or ~~were~~circumstances ~~sold~~that ~~without~~exist ~~registration~~after ~~under Section 5 of~~ the ~~Securities~~date ~~Act of 1933 in reliance~~ on ~~the~~which ~~exemption~~they ~~from~~are ~~registration contained in Section 4(2) of the Securities Act~~made.

~~Purchases~~This Management’s Discussion and Analysis or Plan of ~~Equity~~Operations ~~Securities~~(“MD&A”) bysection ~~the~~of ~~Small~~this ~~Business~~Report ~~Issuer~~discusses our results of operations, liquidity and ~~Affiliated~~financial ~~Purchasers~~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.

WePlan ~~have not repurchased any shares~~ of ~~our common stock during the fiscal year ended December 31, 2010.~~Operation

~~Item~~We 6are a development stage company. We had intended to engage in the manufacturing and distribution of a radio-controlled toy vehicle using a patented technology that allowed the vehicle to climb inclined and vertical surfaces. In July 2010, there was a change in control of the Company and its focus is now waste management.

~~Selected~~We ~~Financial~~are ~~Data~~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.

ALiquidity ~~smaller~~and ~~reporting~~Capital ~~company is not required to provide the information required by this item.~~Resources

~~Item~~As 7of December 31, 2011 and 2010, we had $0 in cash. We incurred a net loss of $1,460,263 for the fiscal year ended December 31, 2011 as compared with a net loss of $674,019 for the period December 31, 2010. Our cumulative net loss since inception is $2,364,317, which is mainly comprised of general and administrative, research and development, and debt-related expenses.

~~Management’s~~The ~~Discussion~~Company ~~and~~does ~~Analysis~~not ofbelieve ~~Financial~~that ~~Condition~~its ~~and~~cash ~~Results~~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 ~~Operations~~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.

~~Certain~~Lack ~~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.Insurance

~~All~~The ~~forward-looking~~Company ~~statements~~currently ~~speak~~has ~~only~~no asinsurance ofin ~~the~~force ~~date~~for onits ~~which~~office ~~they~~facilities ~~are~~and ~~made.~~operations Weand ~~undertake~~it nocannot ~~obligation~~be tocertain ~~update~~that it can cover the risks associated with such ~~statements~~lack toof ~~reflect~~insurance ~~events~~or that ~~occur~~it orwill ~~circumstances~~be ~~that~~able ~~exist~~to ~~after~~obtain ~~the~~and/or ~~date~~maintain oninsurance ~~which~~to ~~they~~cover ~~are~~these ~~made~~risks at economically feasible premiums.

4Going Concern Consideration

~~This~~Our ~~Management’s~~registered ~~Discussion~~independent ~~and~~auditors ~~Analysis~~have orissued ~~Plan~~an ofopinion ~~Operations~~on ~~(“MD&A”)~~our ~~section~~financial ofstatements ~~this~~which ~~Report~~includes ~~discusses~~a statement describing our ~~results~~going ofconcern ~~operations,~~status. ~~liquidity~~This ~~and~~means ~~financial~~that ~~condition,~~there ~~and~~is ~~certain~~substantial ~~factors~~doubt that ~~may~~we ~~affect~~can ~~our~~continue ~~future~~as ~~results.~~an ~~You~~on-going ~~should~~business ~~read~~for ~~this~~the ~~MD&A~~next in12 ~~conjunction~~months ~~with~~unless ~~our~~we ~~audited~~obtain ~~financial~~additional ~~statements~~capital ~~and~~to ~~accompanying~~pay ~~notes~~our ~~included~~bills inand ~~this~~meet ~~Report.~~our ~~This~~other ~~plan~~financial ofobligations. ~~operation~~This ~~contains~~is ~~forward-looking~~because ~~statements~~we ~~that~~have ~~involve~~generated ~~risks,~~little ~~uncertainties~~revenue. Accordingly, ~~and~~we ~~assumptions.~~must ~~The~~raise ~~actual~~capital ~~results may differ materially~~ from ~~those~~sources ~~anticipated~~other inthan ~~these~~our ~~forward-looking~~operations. ~~statements~~We asmust araise ~~result~~capital ~~of certain factors, including, but not limited~~ to, ~~those~~implement ~~presented~~our ~~under~~business ~~“Risk~~plan ~~Factors”~~and orstay ~~elsewhere~~ in ~~this Report~~business.

~~Plan of Operation~~7

WeRecent ~~are~~Accounting a development stage company. We had intended to engage in the manufacturing and distribution of a radio-controlled toy vehicle using a patented technology that allowed the vehicle to climb inclined and vertical surfaces. In July 2010, there was a change in control of the Company and its focus is now waste management. Pronouncements

WeIn ~~are~~January ~~not~~2010, ~~aware~~the ofFASB ~~any~~issued ~~material~~authoritative ~~trend,~~guidance ~~event,~~which orrequires ~~capital~~new ~~commitment,~~disclosures ~~which~~and ~~would~~clarifies ~~potentially~~existing ~~adversely~~disclosure ~~affect~~requirements ~~liquidity~~for fair value measurements. InSpecifically, the ~~event~~changes ~~such~~require adisclosure ~~trend~~of ~~develops~~transfers into and out of “Level 1” and “Level 2” (as defined in the accounting guidance) fair value measurements, weand ~~believe~~also ~~that~~require wemore ~~will~~detailed ~~have~~disclosure ~~sufficient~~about ~~funds~~the ~~available~~activity towithin ~~satisfy~~“Level ~~working~~3” ~~capital~~(as ~~needs~~defined) ~~through~~fair ~~lines~~value ofmeasurements. ~~credit~~This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the ~~funds~~exception ~~expected~~of ~~from~~the ~~equity~~disclosures about purchases, sales, issuances and settlements of Level 3 assets and liabilities, which is effective for fiscal years beginning after December 15, 2010. As this guidance only requires expanded disclosures, the adoption did not impact the Company’s consolidated financial position, results of operations or cash flows.

~~Liquidity~~A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and ~~Capital~~various ~~Resources~~regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

AsOff ofBalance ~~December~~Sheet 31, 2010, we had $0 in cash as compared to $719 in cash as of December 31, 2009. We incurred a net loss of $674,019 for the fiscal year ended December 31, 2010 as compared with a net loss of $41,976 for the period December 31, 2009. Our cumulative net loss since inception is $904,054, which is comprised entirely of general and administrative, research and development, and debt-related expenses.Arrangements

~~The~~We ~~Company~~do ~~does~~ not ~~believe~~have ~~that~~any ~~its~~off-balance ~~cash~~sheet ~~resources~~arrangements ~~will~~that behave ~~sufficient~~or toare ~~fund~~reasonably ~~its~~likely ~~expenses~~to ~~over~~have ~~the~~a ~~next~~current 12or ~~months.~~future ~~There~~effect ~~can~~on beour nofinancial ~~assurance~~condition, ~~that~~changes ~~additional~~in ~~capital~~financial ~~will be available to the Company. The Company currently has no agreements~~condition, ~~arrangements,~~revenues or ~~understandings with any person to obtain funds through bank loans~~expenses, ~~lines~~results of ~~credit~~operations, orliquidity, ~~any~~capital ~~other~~expenditures, ~~sources. Since the Company has no such arrangements~~ or ~~plans~~capital ~~currently~~resources inthat ~~effect,~~are ~~its~~material ~~inability~~ to ~~raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company~~investors.

~~Lack~~Item of6A. Quantitative ~~Insurance~~and Qualitative Disclosures About Market Risk.

~~The~~A ~~Company~~smaller ~~currently~~reporting ~~has~~company nois ~~insurance~~not inrequired ~~force~~to ~~for~~provide ~~its office facilities and operations and it cannot be certain that it can cover~~ the ~~risks~~information ~~associated~~required ~~with~~by ~~such~~this ~~lack of insurance or that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums~~item.

~~Going Concern Consideration~~8

~~Our~~Item ~~registered independent auditors have issued an opinion on our financial statements which includes a statement describing our going concern status~~7. Financial ~~This~~Statements ~~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~~Supplementary ~~our other financial obligations~~Data. 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.

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

~~Recent~~DECEMBER ~~Accounting~~31, ~~Pronouncements~~2011 AND 2010

In January 2010, the FASB issued authoritative guidance which requires new disclosures and clarifies existing disclosure requirements for fair value measurements. Specifically, the changes require disclosure of transfers into and out of “Level 1” and “Level 2” (as defined in the accounting guidance) fair value measurements, and also require more detailed disclosure about the activity within “Level 3” (as defined) fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, with the exception of the disclosures about purchases, sales, issuances and settlements of Level 3 assets and liabilities, which is effective for fiscal years beginning after December 15, 2010. As this guidance only requires expanded disclosures, the adoption did not impact the Company’s consolidated financial position, results of operations or cash flows.

Report of Independent Registered Public Accounting Firm			F-2

Balance Sheets as of December 31, 2011 and 2010			F-3

Statements of Operations for the Years Ended December 31, 2011 and 2010 and Cumulative since March 15, 2007 (Date of Inception) to December 31, 2011			F-4

Statement of Stockholders’ Deficit for the Period since March 15, 2007 (Date of Inception) to December 31, 2011			F-5

Statements of Cash Flows for Years Ended December 31, 2011 and 2010 and Cumulative since March 15, 2007 (Date of Inception) to December 31, 2011			F-6

Notes to Financial Statements			F-7

~~A variety of proposed or otherwise potential accounting standards are currently under study by standard~~F-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.1

5To the Board of Directors

~~Off~~Majic ~~Balance~~Wheels ~~Sheet Arrangements~~Corp.

WeNorth doFt ~~not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition~~Myers, ~~changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.~~FL

~~Item~~(A ~~7A.~~Development Stage Company)

~~Quantitative~~We have audited the accompanying balance sheets of Majic Wheels Corp. (a development stage company) (the “Company”) as of December 31, 2011 and ~~Qualitative~~December ~~Disclosures~~31, ~~About~~2010, ~~Market~~and ~~Risk~~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, 2011. 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.

AWe ~~smaller~~conducted ~~reporting~~our ~~company~~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 ~~provide~~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 ~~information~~circumstances, ~~required~~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 ~~this~~management, ~~item~~as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Item~~In 8our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of December 31, 2011 and December 31, 2010, 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, 2011 in conformity with accounting principles generally accepted in the United States of America.

~~Financial~~The ~~Statements~~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 ~~Supplementary~~no ~~Data~~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.

~~MAJIC~~/s/ ~~WHEELS CORP. (A DEVELOPMENT STAGE COMPANY) INDEX TO FINANCIAL STATEMENTS DECEMBER 31~~MALONEBAILEY, ~~2010 AND 2009~~LLP

Report of Independent Registered Public Accounting Firm	7
Balance Sheets as of December 31, 2010 and 2009	8
Statements of Operations for the Years Ended December 31, 2010 and 2009 and Cumulative since March 15, 2007 (Date of Inception) to December 31, 2010	9
Statement of Stockholders’ Deficit for the Period since March 15, 2007 (Date of Inception) to December 31, 2010	10
Statements of Cash Flows for Years Ended December 31, 2010 and 2009 and Cumulative since March 15, 2007 (Date of Inception) to December 31, 2010	11
Notes to Financial Statements	12

MaloneBailey, LLP

6www.malonebailey.com

~~Report~~Houston, ~~of Independent Registered Public Accounting Firm~~Texas

ToApril ~~the~~13, ~~Board of Directors~~2012

~~Majic Wheels Corp.~~F-2

~~North~~MAJIC FtWHEELS ~~Myers, FL~~ CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(AAS ~~Development~~OF ~~Stage~~DECEMBER ~~Company)~~31, 2011 AND 2010

We have audited the accompanying balance sheets of Majic Wheels Corp. (a development stage company) (the “Company”) as of December 31, 2010 and December 31, 2009, 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, 2010. 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.

	12/31/11			12/31/10
ASSETS

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable - trade	$	32,400		$	-
Accrued liabilities		844,294			179,377
Promissory notes		269,633			189,340
Convertible debt, net of unamortized discount of $100,207 in 2011		20,488			-
Derivative liability		959,221			290,761
Total current liabilities		2,126,036			659,478

Convertible debt, net of unamortized discount of $114,400 in 2010		-			6,295
Total liabilities		2,126,036			665,773
Commitments and Contingencies
Stockholders' (Deficit):
Common stock, par value $.0001 per share, 150,000,000 shares authorized; 150,000,000 shares issued and outstanding in 2011 and 2010, respectively		15,000			15,000
Additional paid-in capital		223,281			223,281
(Deficit) accumulated during the development stage		(2,364,317	)		(904,054	)
Total stockholders' (deficit)		(2,126,036	)		(665,773	)
Total Liabilities and Stockholders' (Deficit)	$	-		$	-

WeThe ~~conducted~~accompanying ~~our~~notes ~~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~~integral ofpart ~~its internal control over financial reporting. Our audits included consideration~~ of ~~internal~~this 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, 2010 and December 31, 2009, 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, 2010 in conformity with accounting principles generally accepted in the United States of America.F-3

MAJIC WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010,

~~The~~AND ~~accompanying~~CUMULATIVE ~~financial~~FROM ~~statements~~INCEPTION ~~have~~(MARCH ~~been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements~~15, ~~the~~2007) ~~Company~~THROUGH ~~has~~DECEMBER ~~suffered recurring losses from operations~~31, 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.2011

/s/ MALONEBAILEY, LLP

							Cumulative
	Year Ended						From
	12/31/11			12/31/10			Inception

Expenses:
General and administrative-
Salaries & Benefits	$	451,353		$	275,710		$	727,063
Professional fees		175,404			138,623			415,066
Impairment expense		-			-			67,048
Selling, general and administrative expenses		80,962			66,280			209,190
Total operating expenses		707,719			480,613			1,418,367
Loss from Operations		(707,719	)		(480,613	)		(1,418,367	)

Other income (expense)
Interest expense		(84,084	)		(23,340	)		(107,424	)
Loss on derivative liability		(668,460	)		(170,066	)		(838,526	)
Net Loss	$	(1,460,263	)	$	(674,019	)	$	(2,364,317	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		150,000,000			122,345,205

~~MaloneBailey,~~The ~~LLP~~accompanying notes to financial statements are an integral part of these statements.

~~www.malonebailey.com~~F-4

~~Houston,~~MAJIC ~~Texas~~WHEELS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' (DEFICIT)

~~September~~FOR 21THE PERIOD FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2011

Description	Common Stock						Additional Paid-In Capital			(Deficit) Accumulated During the Development Stage			Totals
Description	Shares			Amount			Additional Paid-In Capital			(Deficit) Accumulated During the Development Stage			Totals
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	)
Common stock cancelled		(4,000,000	)		(400	)		400						-
Common stock issued for cash		54,000,000			5,400			112,600			-			118,000
Net (loss) for the period		-			-			-			(674,019	)		(674,019	)
Balance - December 31, 2010		150,000,000			15,000			223,281			(904,054	)		(665,773	)
Net (loss) for the period											(1,460,263	)		(1,460,263	)
Balance - December 31, 2011		150,000,000		$	15,000		$	223,281		$	(2,364,317	)	$	(2,126,036	)

~~MAJIC~~The ~~WHEELS~~accompanying ~~CORP.~~notes (Ato ~~DEVELOPMENT~~financial ~~STAGE~~statements ~~COMPANY)~~are ~~BALANCE~~an ~~SHEETS~~integral ASpart OFof ~~DECEMBER~~this ~~31, 2010 AND 2009~~statement.

		12/31/10			12/31/09
ASSETS
Current Assets:
Cash in bank	$	-		$	719
Total Assets	$	-		$	719
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable - trade	$	-		$	3,600
Accrued liabilities		179,377			9,178
Promissory notes		189,340			-
Related party debt		-			97,695
Derivative Liability		290,761			-
Total current liabilities		659,478			110,473
Convertible debt, net of unamortized discount of 114,400		6,295			-
Total liabilities		665,773			110,473
Commitments and Contingencies
Stockholders' (Deficit):
Common stock, par value $.0001 per share, 150,000,000 shares authorized; 150,000,000 shares and 100,000,000 shares issued and outstanding in 2010 and 2009, respectively		15,000			10,000
Additional paid-in capital		223,281			110,281
(Deficit) accumulated during the development stage		(904,054	)		(230,035	)
Total stockholders' (deficit)		(665,773	)		(109,754	)
Total Liabilities and Stockholders' (Deficit)	$	-		$	719

F-5

~~The~~MAJIC ~~accompanying~~WHEELS ~~notes to financial statements are an integral part of this statement~~CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

8AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2011

MAJIC WHEELS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009, AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2010

							Cumulative
	Year Ended						From
	12/31/11			12/31/10			Inception

Operating Activities:
Net (loss)	$	(1,460,263	)	$	(674,019	)	$	(2,364,317	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization of debt discount		14,193			6,295			20,488
Loss on derivative		668,460			170,066			838,526
Changes in assets and liabilities-
Accounts payable		32,400			(3,600	)		32.400
Accrued liabilities		664,917			170,199			844,294
Net Cash (Used in) Operating Activities		(80,293	)		(331,059	)		(628,609	)

Financing Activities:
Net proceeds from issuance of common stock		-			118,000			238,281
Net proceeds from promissory notes		80,293			189,340			269,633
Net proceeds from convertible debt		-			-			-
Net proceeds from related party debt		-			23,000			120,695
Net Cash Provided by Financing Activities		80,293			330,340			628,609
Net Increase (Decrease) in Cash		-			(719	)		-
Cash - Beginning of Period		-			719			-
Cash - End of Period	$	-		$	-		$	-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non cash activities
Discount on notes payable from derivative liability	$	-		$	120,695		$	120,695

	Year Ended						Cumulative From Inception
	12/31/10			12/31/09
Expenses:
General and administrative-
Salaries & Benefits	$	275,710		$	-		$	275,710
Professional fees		138,623			28,812			239,662
Impairment expense		-			3,282			67,048
Selling, general and administrative expenses		66,280			9,882			128,228
Total operating expenses		480,613			41,976			710,648
Loss from Operations		(480,613	)		(41,976	)		(710,648	)
Other income (expense)
Interest expense		(23,340	)		-			(23,340	)
Loss on derivative liability		(170,066	)		-			(170,066	)
Net Loss		(674,019	)		(41,976	)		(904,054	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.01	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		122,345,205			100,000,000

The accompanying notes to financial statements are an integral part of these statements.

~~The accompanying notes to financial statements are an integral part of these statements.~~F-6

9MAJIC WHEELS CORP.

~~MAJIC WHEELS CORP.~~ (A DEVELOPMENT STAGE COMPANY) ~~STATEMENT OF STOCKHOLDERS' (DEFICIT) FOR THE PERIOD FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2010~~

	Common Stock						Additional Paid-In Capital			(Deficit) Accumulated During the Development Stage			Totals
Description	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	)
Common stock cancelled		(4,000,000	)		(400	)		400			-			-
Common stock issued for cash		54,000,000			5,400			112,600			-			118,000
Net (loss) for the period		-			-			-			(674,019	)		(674,019	)
Balance - December 31, 2010		150,000,000		$	15,000		$	223,281		$	(904,054	)	$	(665,773	)

NOTES TO FINANCIAL STATEMENTS

~~The~~DECEMBER ~~accompanying~~31, ~~notes~~2011 toAND ~~financial statements are an integral part of this statement.~~2010

10(1) Summary of Significant Accounting Policies

~~MAJIC~~ Basis ~~WHEELS~~of ~~CORP.~~Presentation (Aand ~~DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH DECEMBER 31, 2010 AUDITED~~Organization

	Year Ended						Cumulative From Inception
	12/31/10			12/31/09
Operating Activities:
Net (loss)	$	(674,019	)	$	(41,976	)	$	(904,054	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization of debt discount		6,295			-			6,295
Loss on derivative		170,066			-			170,066
Changes in net liabilities-
Accounts payable		(3,600	)		3,600			-
Accrued liabilities		170,199			3,078			179,377
Net Cash (Used in) Operating Activities		(331,059	)		(35,298	)		(548,316	)
Financing Activities:
Net proceeds from issuance of common stock		118,000			-			238,281
Net proceeds from promissory notes		189,340			-			189,340
Net proceeds from related party debt		23,000			33,495			120,695
Net Cash Provided by Financing Activities		330,340			33,495			548,316
Net Increase (Decrease) in Cash		(719	)		(1,803	)		-
Cash - Beginning of Period		719			2,522			-
Cash - End of Period	$	-		$	719		$	-
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non cash activities
Discount on notes payable from derivative liability	$	120,695		$	-		$	120,695

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 was to develop a radio-controlled toy vehicle utilizing a patent pertaining to unique adhesive wheels. In July 2010, there was a change in control of the Company and its focus is now waste management. The accompanying financial statements of Majic Wheels Corp. were prepared from the accounts of the Company under the accrual basis of accounting.

~~The~~In ~~accompanying~~addition, ~~notes~~in 2007, Majic Wheels commenced a capital formation activity to ~~financial~~affect ~~statements~~a ~~are~~Registration anStatement ~~integral~~on ~~part~~Form S-1 with the Securities and Exchange Commission, and raise capital of ~~this~~up ~~statement~~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 3.

11 Cash and Cash Equivalents

~~MAJIC~~For ~~WHEELS~~purposes ~~CORP~~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.

(A Impairment ~~DEVELOPMENT~~of ~~STAGE~~Long-Lived ~~COMPANY)~~Assets

~~NOTES~~The TOCompany ~~FINANCIAL~~evaluates ~~STATEMENTS~~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, 2011 and 2010, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

~~DECEMBER~~ Loss ~~31,~~Per ~~2010~~Common ~~AND 2009~~Share

~~AUDITED~~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, 2011 and 2010.

~~(1) Summary~~ Income ~~of Significant Accounting Policies~~Taxes

~~Basis~~The Company accounts for income taxes pursuant to ASC No. 740, “Accounting for Income Taxes” (“ASC No. 740”). Under ASC No. 740, deferred tax assets and liabilities are determined based on temporary differences between the basis of ~~Presentation~~certain assets and ~~Organization~~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.

~~Majic~~The ~~Wheels Corp. (“Majic Wheels” or the “~~Company”) ismaintains a ~~Delaware~~valuation ~~corporation~~allowance inwith ~~the~~respect ~~development~~to ~~stage~~deferred tax assets. The Company ~~was~~establishes ~~incorporated~~a ~~under~~valuation ~~the~~allowance ~~laws~~based ofupon the ~~State~~potential likelihood of ~~Delaware~~realizing onthe ~~March~~deferred ~~15,~~tax ~~2007. The~~asset ~~business~~and ~~plan~~taking ofinto consideration the Company’s ~~was~~financial toposition ~~develop~~and aresults ~~radio-controlled~~of ~~toy~~operations ~~vehicle~~for ~~utilizing~~the acurrent ~~patent pertaining to unique adhesive wheels~~period. InFuture ~~July~~realization ~~2010, there was a change in control~~ of the ~~Company~~deferred ~~and~~tax ~~its~~benefit ~~focus~~depends ison ~~now~~the ~~waste~~existence ~~management. The accompanying financial statements~~ of ~~Majic~~sufficient ~~Wheels~~taxable ~~Corp.~~income ~~were~~within ~~prepared from~~ the ~~accounts~~carryforward ofperiod ~~the Company~~ under the ~~accrual~~Federal ~~basis~~tax ~~of accounting~~laws.

InChanges ~~addition,~~ in ~~2007~~circumstances, ~~Majic~~such ~~Wheels~~as ~~commenced a capital formation activity to affect a Registration Statement on Form S-1 with~~ the ~~Securities~~Company ~~and~~generating ~~Exchange~~taxable ~~Commission (“SEC”)~~income, ~~and~~could ~~raise~~cause ~~capital of up to $160,000 from~~ a ~~self-underwritten~~change ~~offering~~in ofjudgment ~~20,000,000~~about ~~(post~~the ~~forward~~realizability ~~stock split) shares~~ of ~~newly~~the ~~issued~~related ~~common~~deferred ~~stock~~tax ~~in the public markets~~asset. ~~The~~Any ~~Registration~~change ~~Statement~~in ~~on Form S-1 was filed with~~ the ~~SEC~~valuation onallowance ~~November~~will ~~27,~~be ~~2007,~~included ~~and~~in ~~declared~~income ~~effective~~in onthe ~~February~~year ~~22, 2008. On April 15, 2008, Majic Wheels completed an offering~~ of ~~its~~the ~~registered~~change ~~common stock as explained~~ in ~~Note 5~~estimate.

~~Cash and Cash Equivalents~~F-7

~~For~~MAJIC ~~purposes~~WHEELS 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 equivalentsCORP.

~~Patent~~(A ~~Rights~~DEVELOPMENT STAGE COMPANY)

~~The~~NOTES ~~Company~~TO ~~obtained~~FINANCIAL 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. STATEMENTS

~~Impairment~~DECEMBER of31, ~~Long-Lived~~2011 ~~Assets~~AND 2010

~~The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.~~ ~~The~~Recent ~~Company~~Accounting 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, 2010 and 2009, $0 and $3,282 were recognized as impairment expense respectively. No events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.Pronouncements

~~Loss~~A ~~Per~~variety ~~Common~~of ~~Share~~proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

~~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~~Fair ~~diluted~~Value ~~loss per share is computed similar to basic loss per share except that the denominator is increased to include the number~~ of ~~additional~~Financial 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, 2010 and 2009.Instruments

~~Income~~As ~~Taxes~~defined in ASC 820 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The ~~Company~~three ~~accounts~~levels ~~for~~of ~~income~~the ~~taxes~~fair ~~pursuant~~value tohierarchy ~~ASC~~defined ~~No.740~~by ~~“Accounting for Income Taxes” (“~~ASC ~~No.740”). Under~~820 ~~ASC No.740, deferred tax assets and liabilities~~ are ~~determined~~as 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.follows:

12Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

~~MAJIC~~Level ~~WHEELS~~2 ~~CORP~~– Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

(ALevel ~~DEVELOPMENT~~3 ~~STAGE~~– ~~COMPANY)~~Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

~~NOTES~~The TOfollowing ~~FINANCIAL~~table ~~STATEMENTS~~sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31, 2011. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

~~DECEMBER 31, 2010 AND 2009~~F-8

~~AUDITED~~MAJIC WHEELS CORP.

~~The~~(A ~~Company~~DEVELOPMENT ~~maintains~~STAGE 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.COMPANY)

~~Changes~~NOTES inTO ~~circumstances,~~FINANCIAL 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.STATEMENTS

~~Recent~~DECEMBER ~~Accounting~~31, ~~Pronouncements~~2011 AND 2010

	Total		Quoted Prices in Active Markets for Identical Instruments Level 1	Significant Other Observable Inputs Level 2	Significant Unobservable Inputs Level 3
Liabilities:
Derivative liabilities	$	959,221			$	959,221

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements. Estimates

~~Fair~~The ~~Value~~financial statements are prepared on the basis of ~~Measurement~~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, 2011 and 2010, and expenses for the years ended December 31, 2011 and 2010 and cumulative from inception. Actual results could differ from those estimates made by management.

As defined in ASC 820 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (~~exit price~~2). Development ~~The~~Stage ~~Company~~Activities ~~utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk~~ and ~~the~~Going risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).Concern

The ~~three~~Company ~~levels~~is ofcurrently in the ~~fair~~development ~~value hierarchy defined by ASC 820 are as follows:~~stage.

~~Level~~While 1management –of ~~Quoted~~the ~~prices~~Company ~~are~~believes ~~available~~that init ~~active~~will ~~markets~~be ~~for~~successful ~~identical~~in ~~assets~~its orcapital ~~liabilities~~formation asand ofplanned ~~the~~operating ~~reporting~~activities, ~~date.~~there ~~Active~~can ~~markets~~be ~~are~~no ~~those~~assurance inthat ~~which transactions for~~ the ~~asset~~Company orwill ~~liability~~be ~~occur~~able ~~in sufficient frequency and volume~~ to ~~provide~~raise ~~pricing~~additional ~~information~~equity oncapital anor ~~ongoing~~that ~~basis.~~its ~~Level~~new 1business ~~primarily~~focus ~~consists~~ of ~~financial~~waste ~~instruments~~management ~~such~~will asgenerate ~~exchange-traded~~sufficient ~~derivatives,~~revenues ~~marketable~~to ~~securities~~sustain ~~and~~the ~~listed~~operations ~~equities~~of the Company.

~~Level~~The 2accompanying –financial ~~Pricing~~statements ~~inputs~~have ~~are~~been ~~other~~prepared ~~than~~in ~~quoted~~conformity ~~prices~~with inaccounting ~~active~~principles ~~markets~~generally ~~included~~accepted in ~~level~~the 1United States of America, which ~~are~~contemplate ~~either~~continuation ~~directly~~of orthe ~~indirectly~~Company ~~observable~~ as ofa ~~the~~going ~~reported date~~concern. The ~~Level~~Company 2has ~~includes~~incurred ~~those~~an ~~financial~~operating ~~instruments~~loss ~~that~~since ~~are~~inception, ~~valued~~had ~~using~~negative ~~models~~working orcapital ~~other~~as ~~valuation~~of ~~methodologies.~~December ~~These~~31, ~~models~~2011 ~~are~~and ~~primarily~~2010, ~~industry-standard~~and ~~models~~the ~~that~~cash ~~consider~~resources ~~various~~of ~~assumptions,~~the ~~including~~Company ~~quoted~~were ~~forward~~insufficient ~~prices~~to ~~for~~meet ~~commodities,~~its ~~time~~planned ~~value,~~business ~~volatility~~objectives. These ~~factors,~~ and ~~current~~other ~~market~~factors ~~and~~raise ~~contractual~~substantial ~~prices~~doubt ~~for~~about the ~~underlying~~Company’s ~~instruments,~~ability asto ~~well~~continue as ~~other~~a ~~relevant~~going ~~economic measures~~concern. The ~~Substantially~~accompanying ~~all~~financial ofstatements ~~these~~do ~~assumptions~~not ~~are~~include ~~observable~~any inadjustments ~~the~~to ~~marketplace~~reflect ~~throughout~~ the ~~full~~possible ~~term~~future ofeffects on the ~~instrument,~~recoverability ~~can~~and beclassification ~~derived~~of ~~from~~assets ~~observable data~~ or ~~are~~the ~~supported~~amounts byand ~~observable~~classification ~~levels~~of atliabilities ~~which~~that ~~transactions~~may ~~are~~result ~~executed~~from in the ~~marketplace.~~possible ~~Instruments~~inability inof ~~this~~the ~~category~~Company ~~generally~~to ~~include~~continue ~~non-exchange-traded derivatives such~~ as ~~commodity~~a ~~swaps,~~going ~~interest rate swaps, options and collars~~concern.

~~Level~~ (3) Common – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.Stock

13On 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.

~~MAJIC WHEELS CORP.~~F-9

(AMAJIC ~~DEVELOPMENT~~WHEELS ~~STAGE COMPANY)~~CORP.

~~NOTES~~(A TODEVELOPMENT ~~FINANCIAL~~STAGE ~~STATEMENTS~~COMPANY)

~~DECEMBER~~NOTES ~~31,~~TO ~~2010~~FINANCIAL ~~AND 2009~~STATEMENTS

~~AUDITED~~DECEMBER 31, 2011 AND 2010

~~The~~In ~~following~~addition, ~~table~~in ~~sets~~2007, ~~forth~~the byCompany ~~level~~commenced ~~within~~a ~~the~~capital ~~fair~~formation ~~value~~activity ~~hierarchy~~to ~~the~~affect ~~Company’s~~a ~~financial~~Registration ~~assets~~Statement ~~and~~on ~~liabilities~~Form ~~that~~S-1 ~~were~~with ~~accounted~~the ~~for~~SEC atto ~~fair~~raise ~~value~~capital as of ~~December~~up 31to $160,000 ~~2010.~~from Asa ~~required~~self-underwritten byoffering ~~ASC~~of ~~820~~20,000,000 ~~financial~~(post ~~assets~~forward ~~and~~stock ~~liabilities~~split) ~~are~~shares ~~classified~~of newly issued common stock in ~~their~~the ~~entirety~~public ~~based~~markets. The Registration Statement on Form S-1 was filed with the ~~lowest~~SEC ~~level~~on ofNovember ~~input~~27, ~~that~~2007, isand ~~significant~~declared toeffective ~~the~~on ~~fair~~February ~~value~~22, ~~measurement~~2008. In ~~The~~March ~~Company’s~~2008, ~~assessment~~the ofCompany commenced the ~~significance~~offering of aits ~~particular~~registered ~~input~~securities. In toApril 2008, the ~~fair~~Company ~~value~~completed ~~measurement~~and ~~requires~~closed ~~judgment~~the offering by selling a total of 20,000,000 ~~and~~(post ~~may~~forward ~~affect~~stock ~~the~~split) registered ~~valuation~~shares of ~~fair~~its common stock, par value ~~assets~~of ~~and~~$0.0001 ~~liabilities~~per ~~and~~share, ~~their~~at ~~placement~~an ~~within~~offering ~~the~~price ~~fair~~of ~~value~~$0.00825 ~~hierarchy~~per ~~levels~~share, for total proceeds of $144,481, net of deferred offering costs of $20,000.

	Total	Quoted Prices in Active Markets for Identical Instruments Level 1	Significant Other Observable Inputs Level 2	Significant Unobservable Inputs Level 3
Liabilities:
Derivative liabilities	$290,761			$290,761

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.

~~Estimates~~On July 9, 2010, Asher Zwebner, the Company’s previous Chief Financial Officer, cancelled 4 million shares of the Company’s outstanding common stock at a cost of $0.

~~The~~On ~~financial~~July ~~statements~~20, ~~are~~2010, ~~prepared on~~ the ~~basis~~Company ofsold ~~accounting~~an ~~principles~~aggregate ~~generally accepted in the United States~~ of ~~America. The~~54,000,000 ~~preparation~~shares of ~~financial~~Common ~~statements~~Stock ~~in conformity with generally accepted accounting principles requires management~~ to ~~make~~Baja ~~estimates~~for ~~and~~a ~~assumptions~~total ~~that affect the reported amounts~~ of ~~assets and liabilities as of December 31~~$118,000 ~~2010~~pursuant ~~and~~to ~~2009,~~an ~~and~~Agreement ~~expenses~~ for the ~~years~~Purchase ~~ended~~of ~~December~~Common ~~31,~~Stock. The ~~2010~~shares ~~and~~represent ~~2009 and~~approximately ~~cumulative~~36% ~~from~~of ~~inception. Actual~~the ~~results~~total ~~could~~outstanding ~~differ~~securities ~~from~~of ~~those~~the ~~estimates made by management~~Company.

(24) ~~Development~~Income ~~Stage Activities and Going Concern~~Taxes

The Company ishad ~~currently~~deferred inincome ~~the~~tax ~~development~~assets ~~stage.~~as of December 31, 2011 and 2010 as follows:

During the period from March 15, 2007, through December 31, 2010, the Company was incorporated, completed the Patent Licensing Agreement of a patent pertaining to a Climbing Device, completed a Marketing Rights Agreement for worldwide marketing rights pertaining to its product, issued common stock for stock subscription agreements, and commenced a capital formation activity to effect a Registration Statement on Form S-1 with the SEC to raise capital of up to $160,000 from a self-underwritten offering of 20,000,000 (post forward stock split) shares of newly issued common stock in the public markets. The Registration Statement on Form S-1 was filed with the SEC on November 27, 2007, and declared effective on February 22, 2008. On April 15, 2008, Majic Wheels completed an offering of its registered common stock as explained in Note 5.

	2011			2010

Loss carryforwards	$	526,856		$	254,693
Less - Valuation allowance		(526,856	)		(254,693	)
Total net deferred tax assets	$	-		$	-

OnAs ~~July~~of 20December 31, ~~2010~~2011, the Company ~~sold~~had annet ~~aggregate~~operating ofloss ~~54,000,000~~carryforwards ~~shares~~for ofincome ~~Common~~tax ~~Stock~~reporting topurposes ~~Baja 4 X 4 Offroad & Fabrications, Inc. (“Baja”) for a total~~ of approximately $~~118~~1,~~000~~505,303 ~~pursuant~~that tomay anbe ~~Agreement~~offset ~~for~~against ~~the~~future ~~Purchase~~taxable ~~of Common Stock~~income. The ~~shares~~net ~~represent~~operating ~~approximately~~loss ~~36%~~carryforwards ofwill ~~the~~begin ~~total~~to ~~outstanding~~expire ~~securities~~in of the ~~Company~~year 2027. ~~Two~~ Current ~~other~~tax ~~shareholders~~laws ~~sold~~limit ~~22,000,000~~the ~~shares~~amount of ~~our~~loss ~~Common~~available ~~Stock~~ to ~~Baja. As~~be aoffset ~~result~~against offuture ~~the~~taxable ~~aforementioned~~income ~~stock~~when ~~purchases~~a bysubstantial ~~Baja,~~change ~~control of the Company~~ in ~~the~~ownership ~~form~~occurs ofor a ~~total~~change ofin ~~50.6% of~~ the ~~total~~nature ~~issued and outstanding shares~~ of ~~common stock of~~ the ~~Company~~business. Therefore, ~~which total 150,000,000 shares, was changed to Baja and~~ the ~~Company~~amount ~~changed~~available ~~its business focus~~ to ~~waste~~offset ~~management. The~~future ~~Company~~taxable ~~intends~~income tomay ~~conduct~~be ~~additional~~limited ~~capital~~given ~~formation activities through~~ the ~~issuance~~change of ~~its~~control ~~common~~in ~~stock~~July ~~and to commence operations~~2010.

~~While~~No ~~management~~tax ofbenefit ~~the~~has ~~Company~~been ~~believes~~reported ~~that~~in itthe ~~will~~financial bestatements ~~successful~~for inthe ~~its~~realization ~~capital~~of ~~formation~~loss ~~and~~carryforwards, ~~planned~~as ~~operating~~the ~~activities,~~Company believes there ~~can~~is behigh noprobability ~~assurance~~ that the ~~Company~~carryforwards will not be ~~able~~utilized toin ~~raise~~the ~~additional~~foreseeable ~~equity~~future. Accordingly, ~~capital~~the orpotential ~~that~~tax ~~its~~benefits ~~new business focus~~ of ~~waste~~the ~~management~~loss ~~will~~carryforwards ~~generate~~are ~~sufficient~~offset ~~revenues~~by toa ~~sustain~~valuation ~~the~~allowance ~~operations~~ of the ~~Company~~same amount.

~~The~~(5) Related ~~accompanying~~Party 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, 2010 and 2009, 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.Transactions

14As of December 31, 2009, the Company owed to a 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 loan was unsecured, non-interest bearing, and had no terms for repayment. In 2010, the net balance due increased by $23,000, bringing the total for this related party debt to $120,695. In July 2010, the related party assigned the remaining outstanding balance of $120,695 to another party and resigned from his positions as Interim Chief Executive Officer, Chief Financial Officer and as a director of the Company.

~~MAJIC~~As ~~WHEELS~~discussed ~~CORP~~in note 3, the Company sold an aggregate of 54,000,000 shares of Common Stock to Baja 4 X 4 Offroad & Fabrications, Inc in July 2010. After the transaction, the officers of Baja became the officers of the Company. In 2011, Baja was sold to the mother of the Company’s President.

~~(A DEVELOPMENT STAGE COMPANY)~~F-10

~~NOTES~~MAJIC TOWHEELS ~~FINANCIAL STATEMENTS~~CORP.

~~DECEMBER~~(A ~~31,~~DEVELOPMENT ~~2010~~STAGE ~~AND 2009~~COMPANY)

~~AUDITED~~NOTES TO FINANCIAL STATEMENTS

~~(3) Patent~~DECEMBER ~~Licensing~~31, ~~Agreement~~2011 AND 2010

OnOur ~~June~~Principal ~~21,~~executive ~~2007,~~offices ~~the~~are ~~Company~~located ~~entered~~at ~~into~~1950 aCustom ~~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~~Drive, ~~including~~Fort ~~applications~~Myers, ~~manufacturing~~FL 33907. ~~processes,~~This ~~formulae,~~location ~~trade~~is ~~secrets and know-how, and any other information relating to~~ the ~~registered~~place ~~and~~of ~~any future patents, including any data, technology, inventions, discoveries, designs, processes, formulations, models, technical reports, diagrams, software and hardware, ideas, trade and~~ business ~~plans~~of ~~covered~~our byOfficers ~~the registered~~ and ~~any~~Directors. We ~~future~~believe ~~patents,~~that ~~and~~this ~~commercialization) from~~space ~~Michael~~is ~~Taft,~~adequate ~~an Israeli patent owner (“the Inventor”) in exchange~~ for ~~the~~our ~~Company’s~~current ~~commitment to future royalty payments to the Inventor of four~~ and ~~one~~immediately ~~half~~foreseeable ~~percent~~operating ~~of all future revenues received from the exploitation of the climbing device patent~~needs. ~~The~~ ~~Company~~We ~~incurred~~do ~~$3,766~~not inhave ~~costs~~any ~~associated~~policies ~~with~~regarding ~~obtaining~~investments 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~~real ~~in 2007. On October 19~~estate, ~~2009~~securities, ~~the~~or ~~Company~~other ~~incurred~~forms ~~$3,282~~of ~~in costs associated with the Patent Licensing Agreement and expensed these immediately~~property.

~~(4) Marketing~~For ~~Rights~~the year ended December 31, 2011 and 2010, the Company incurred rent expense of $11,678 and $19,506 respectively, for a house it used as an office for administrative functions. Payments were made to a mortgage company, rather than the owner directly. The house’s owner is the mother of the Company’s President.

~~On June 20, 2007, the Company entered into a marketing agreement~~ (~~the “Marketing Rights Agreement”~~6) Commitments ~~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.Contingencies

~~(5) Common~~On ~~Stock~~July 1, 2010, the Company entered into a consulting agreement for business development services. Under the agreement, the Company will pay the consultant $125,000 per annum with an annual increase of 10%. The term of the agreement is five years.

On ~~June~~July 2023, ~~2007~~2010, the Company ~~issued~~entered 80into employment agreements with its two employees, both of whom are also Officers and Directors of the Company. Under the employment agreements, the Company agreed to pay one employee an annual salary of $150,000 and the other an annual salary of $125,000 ~~(post~~with ~~forward~~an ~~stock~~annual ~~split)~~increase ~~shares~~of 10%. Both employees would receive an office expense allowance of ~~common~~$5,000 ~~stock~~per ~~valued~~annum atwith an annual increase of 4% and a ~~price~~health insurance allowance of $~~0.0001~~6,000 per ~~share~~annum with an annual increase of 10%. Both employees would also be eligible for ~~common~~an ~~stock~~annual ~~subscriptions~~bonus ~~receivable~~of up to 50% of ~~$800~~the base salary. OnAdditionally, ~~September~~the 28Company will issue 500,000 ~~2007~~shares of restricted stock to the Company’s President and 250,000 shares of restricted stock to the Company’s ~~received~~Vice ~~$800~~President on the first anniversary and on each anniversary thereafter. The shares were accounted as ~~full~~liabilities ~~payment~~in ~~for~~2011 due to the ~~stock~~Company ~~subscriptions~~did ~~receivable~~not have enough authorized shares. The term of both agreements is five years.

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~~7) Promissory 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.Notes

OnIn ~~July 14~~2010, ~~2008,~~ the Company ~~declared a 5-for-1 forward stock split of its~~ issued ~~and~~three ~~outstanding~~promissory ~~common~~notes ~~stock~~ to ~~the~~a ~~holders~~third ofparty ~~record~~as onpayment ~~that~~for ~~date. Such~~reimbursement ~~forward~~of ~~stock~~expenses ~~split~~incurred ~~was~~on ~~effective~~behalf 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~~in a2010 ~~2-for-1 forward stock split of its issued~~ and ~~outstanding~~one ~~common~~promissory ~~stock~~note to the ~~holders~~same ofthird ~~record~~party ~~on that date. Such forward stock split was effective~~ as ofpayment ~~March~~for ~~17,~~accrued ~~2009~~consulting fees. The ~~accompanying~~total ~~financial~~of ~~statements~~these ~~and~~notes ~~related~~was ~~notes~~$189,340, ~~thereto~~the ~~have~~notes ~~been~~accrue ~~adjusted~~interest ~~accordingly~~at to20%, ~~reflect~~and ~~this~~all ~~forward~~are ~~stock~~payable ~~split~~on demand.

OnIn ~~July 9~~2011, ~~2010,~~the ~~Asher~~Company ~~Zwebner~~issued ~~the~~three ~~Company~~promissory ~~previous~~notes ~~Chief~~to ~~Financial~~a ~~Officer~~third ~~cancelled~~party 4as ~~million~~payment ~~shares~~for reimbursement of expenses incurred on behalf of the Company. The ~~outstanding~~total ~~common~~of ~~stock~~these notes was $80,294, the notes accrue interest at a20%, ~~cost~~and ofall ~~$0.~~are payable on demand.

~~On July 20, 2010, the Company sold an aggregate of 54,000,000 shares of Common Stock to Baja 4 X 4 Offroad & Fabrications, Inc.~~ (~~“Baja”~~8) Convertible ~~for a total of $118,000 pursuant to an Agreement for the Purchase of Common Stock. The shares represent approximately 36% of the total outstanding securities of the Company.~~ Debt

15As described in note 5, in August 2010, the Company issued a $120,695 convertible debenture in settlement of a debt that was owed to a former related party and then assigned to a third party in July 2010.

~~MAJIC~~The ~~WHEELS~~convertible ~~CORP~~debenture matures two years from the date of issuance and bears interest at a 20% rate per annum, is unsecured and is convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of 25% of the average of the five lowest trading days 30 days prior to notice of conversion.

(AThe ~~DEVELOPMENT~~Company ~~STAGE~~analyzed ~~COMPANY)~~the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible promissory note and to fair value the instrument as of each subsequent balance sheet date or termination of the instrument with the change in fair value recorded to earnings. At inception of the convertible promissory note, the Company determined the embedded derivative had a fair value of $857,254.

~~NOTES TO FINANCIAL STATEMENTS~~F-11

~~DECEMBER~~MAJIC ~~31,~~WHEELS ~~2010 AND 2009~~CORP.

~~AUDITED~~(A DEVELOPMENT STAGE COMPANY)

~~(6) Income~~NOTES ~~Taxes~~TO FINANCIAL STATEMENTS

~~The~~DECEMBER ~~Company had deferred income tax assets as of December~~ 31, ~~2010~~2011 ~~and~~AND ~~2009 as follows:~~2010

	2010			2009
Loss carryforwards	$	254,693		$	80,512
Less - Valuation allowance		(254,693	)		(80,512	)
Total net deferred tax assets	$	-		$	-

The Company determined the fair value of the embedded debt derivative as of December 31, 2010 to be $290,761.

AsThe ofCompany ~~December~~revalued ~~31, 2010,~~ the ~~Company~~embedded ~~had~~derivative ~~net~~as ~~operating loss carryforwards for income tax reporting purposes~~ of ~~approximately~~December ~~$727~~31,~~693~~ ~~that may be offset against future taxable income~~2011. The ~~net~~fair ~~operating~~value ~~loss~~of ~~carryforwards will begin to expire in~~ the ~~year~~embedded ~~2027. Current~~derivative ~~tax~~was ~~laws~~determined ~~limit~~using the ~~amount~~Black ofScholes ~~loss~~Option ~~available~~Pricing toModel bebased ~~offset~~on ~~against future taxable income when a substantial change in ownership occurs or a change in~~ the ~~nature~~following ~~of the business. Therefore, the amount available to offset future taxable income may be limited given the change of control in July 2010.~~assumptions:

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.

Dividend yield:	0	%
Volatility	283.68	%
Risk free rate	0.06	%

~~(7) Related~~The ~~Party~~Company ~~Transactions~~determined the fair value of the embedded debt derivative as of December 31, 2011 to be $959,221. The increase was charged to current period operations as a loss on derivative.

AsDuring ~~of December 31, 2009,~~ the ~~Company~~twelve ~~owed~~months toended ~~a 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 loan was unsecured~~2011, ~~non-interest bearing, and had no terms for repayment. In 2010,~~ the ~~net~~Company ~~proceeds~~amortized ~~received for this related party~~ debt ~~was~~discount ~~$23,000. In July 2010, the related party assigned the remaining outstanding balance~~ of $~~120~~14,~~695~~193 to ~~another~~current ~~party~~period ~~and~~operations ~~resigned from his positions~~ as ~~Interim~~interest ~~Chief Executive Officer, Chief Financial Officer and as a director of the Company~~expense.

~~Between~~Summary ~~May and September 2010, the Company incurred rent expense~~ of ~~$19,506~~this ~~for~~convertible adebenture ~~house~~at itDecember ~~used as an office for administrative functions. Payments were made to a mortgage company~~31, ~~rather~~2011 ~~than the owner directly. The house’s owner~~ is ~~the~~as ~~brother of the Company’s President. Besides owning the house, he has no other dealings with the Company.~~follows:

(8) Commitments and Contingencies

Convertible debenture	$	120,695
Less unamortized debt discount		(100,207	)
Net		20,488

Current portion:	$	20,488
Long term portion:		-

OnThe ~~June~~following ~~21,~~table ~~2007,~~summarizes the ~~Company~~derivative ~~committed~~liabilities toincluded ~~paying~~in ~~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~~balance ~~of certain patent rights pertaining to a Climbing Device, as described in Note 3 above.~~sheet:

As described in Note 4 above, on June 20, 2007, the Company entered into a Marketing Rights Agreement with Idea Plus and Global. The Agreement provides to Idea Plus and Global the right to purchase from Majic Wheels, for a period of five years, 100,000 units per year of produced radio-controlled toy vehicles for consideration of cost plus 15 percent (excluding any value added taxes).

Balance at December 31, 2010	$	290,761
ASC 815-15 additions (convertible debt)		-
Change in fair value		668,460
Balance as of December 31, 2011		959,221

OnThe ~~March~~following 3,table ~~2008,~~summarizes the ~~Company~~derivative ~~entered~~gain ~~into~~or ~~a Transfer Agent Agreement with Island Capital Management, LLC dba Island Stock Transfer~~ (~~“Island Stock Transfer”~~loss) ~~for~~recorded ~~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~~result ~~maintenance fee~~ of ~~$100. As of December 31, 2010,~~ the ~~Company~~derivative ~~had~~liabilities ~~paid fees totaling $12,000 for transfer agent services.~~above:

On July 1, 2010, the Company entered into a consulting agreement for business development services. Under the agreement, the Company will pay the consultant $125,000 per annum with an annual increase of 10%. The term of the agreement is five years.

Change in fair value			(668,460	)
Balance as of December 31, 2011			( 668,460	)

On July 23, 2010, the Company entered into employment agreements with its two employees, both of whom are also Officers and Directors of the Company. Under the employment agreements, the Company agreed to pay one employee an annual salary of $150,000 and the other an annual salary of $125,000. Both employees would receive an office expense allowance of $5,000 per annum and a health insurance allowance of $6,000 per annum. Both employees would also be eligible for an annual bonus of up to 50% of the base salary. Additionally, the Company will issue 500,000 shares of restricted stock to one employee and 250,000 shares of restricted stock to the other on the first anniversary and on each anniversary thereafter. The term of both agreements is five years.F-12

16MAJIC WHEELS CORP.

~~MAJIC~~(A ~~WHEELS~~DEVELOPMENT ~~CORP.~~STAGE COMPANY)

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~FINANCIAL ~~COMPANY)~~STATEMENTS

~~NOTES~~DECEMBER TO31, ~~FINANCIAL~~2011 ~~STATEMENTS~~AND 2010

~~DECEMBER~~ (9) Subsequent ~~31, 2010 AND 2009~~Events

~~AUDITED~~The Company on January 25, 2012, filed with the Secretary of the State of Delaware to increase the authorized capital of the Corporation to be 5,000,000,000 shares of common stock plus 10,000,000 shares of preferred stock, both with a par value of $0.0001 per share.

~~(9)~~ On February 29, 2012, the Company announced the completion of the acquisition of assets to be used for the expansion of its waste management and site work division. The assets include 140 roll-off dumpsters, 3 roll-off trucks, and construction and site-clearing equipment, including a Bobcat and a grading tractor for a purchase price of $837,519, which was paid with a Promissory ~~Notes~~Note. The assets were purchased from Connied, Inc., an entity that obtained the assets in December 2011 through foreclosure on a loan from Mark’s Dumpster’s, Inc., an entity controlled by the Company’s officers and directors. The company determined the purchase of the assets qualifies as a business under ASC 805 “Business Combinations”. Additionally, the company determined they succeeded to the business of Mark’s Dumpster’s and therefore will be required to comply with the rules and regulations of the SEC as required by S-X Rule 8-02 for the presentation of predecessor financial statements.

In ~~2010~~February 2012, the ~~Company~~convertible ~~issued~~debt ~~three~~holder ~~promissory~~sold ~~notes~~$90,200 of its convertible note to asix ~~third~~other ~~party~~parties. The asCompany ~~payment~~then ~~for~~executed ~~reimbursement~~an ofamended ~~expenses~~and ~~incurred~~restated onconvertible ~~behalf~~debenture agreement with each of these companies to clarify the ~~Company~~amount inowed ~~2010~~to each and ~~one~~executed ~~promissory~~an ~~note~~amended toand ~~the~~restated ~~same~~convertible ~~third~~debenture ~~party~~agreement aswith ~~payment~~the original debt holder for ~~accrued~~the ~~consulting~~remaining ~~fees~~balance. ~~The~~ Subsequently, ~~total~~conversions ofoccurred ~~these~~on ~~notes~~five ~~was~~of ~~$189,340,~~ the seven notes, ~~accrue~~for ~~interest~~total atshare ~~20%,~~issuances ~~and~~of ~~all~~35,352,941 ~~are~~for ~~payable~~$5,590 onof ~~demand~~debt conversions.

~~(10) Convertible~~In ~~Debt~~the first quarter of 2012, the Company converted an accounts payable invoice to a third party for $32,400 for website development services into a promissory note. The note is payable on demand and ~~Derivative~~bears ~~liability~~interest at 20% per annum.

AsIn ~~described~~March ~~in note 7~~2012, ~~in August 2010,~~ the Company issued a $~~120~~75,~~695~~000 ~~convertible~~promissory ~~debenture~~note into ~~settlement~~a ofthird aparty ~~debt~~for ~~that~~the ~~was~~exclusive ~~owed~~franchise torights aof ~~former~~College ~~related~~Hunks ~~party~~Haul ~~that~~Junk ~~was~~and ~~assigned~~College toHunks aMoving ~~third~~for ~~party~~Charlotte and Lee Counties located in ~~July~~Southwest ~~2010~~Florida.

The convertible debenture matures two years from the date of issuance and bears interest at a 20% rate per annum, is unsecured and is convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of 25% of the average of the five lowest trading days 30 days prior to notice of conversion.F-13

~~The~~Item ~~Company~~8. Changes ~~analyzed~~in ~~the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives~~ and ~~Hedging”~~Disagreements ~~and~~With ~~determined~~Accountants ~~that~~on ~~the~~Accounting instrument should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible promissory note and toFinancial ~~fair value the instrument as of each subsequent balance sheet date or termination of the instrument with the change in fair value recorded to earnings~~Disclosure. At inception of the convertible promissory note, the Company determined a fair value of $857,254 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Option Pricing Model based on the following assumptions:

Dividend yield:	0%
Volatility	340.09%
Risk free rate	0.55%

None.

~~The~~Item ~~initial fair value of the embedded debt derivative of $857,254 was allocated as a debt discount up to the proceeds of the notes~~ 8A(~~$120,695~~T). Controls ~~with~~and ~~the remainder ($736,559) charged to current period operations as a loss on derivative~~Procedures.

~~The~~EVALUATION ~~Company~~OF ~~revalued~~DISCLOSURE ~~the~~CONTROLS ~~embedded~~AND ~~derivative as of December 31, 2010. The fair value of the embedded derivative was determined using the Black Scholes Option Pricing Model based on the following assumptions:~~PROCEDURES

Dividend yield:	0%
Volatility	409.53%
Risk free rate	0.45%

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.

~~The~~Based ~~Company~~upon ~~determined~~ the ~~fair~~required ~~value~~evaluation, ofour ~~the~~Chief ~~embedded~~Executive ~~debt~~Officer ~~derivative~~and Principal Financial Officer concluded as of December 31, ~~2010~~2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be ~~$290,761. The~~disclosed ~~decrease~~in ofour ~~$566~~Exchange Act reports is recorded,~~493~~ ~~was~~processed, ~~charged~~summarized and reported within the time periods specified by the Securities and Exchange Commission ("SEC") and is accumulated and communicated to ~~current~~management, ~~period~~including ~~operations~~our Chief Executive Officer and Principal Financial Officer, as aappropriate ~~gain~~to onallow ~~derivative~~timely decisions regarding required disclosure.

~~During~~MANAGEMENT'S ~~the~~REPORT ~~year~~ON ~~ended~~INTERNAL ~~December~~CONTROL ~~31,~~OVER ~~2010,~~FINANCIAL ~~the Company amortized the debt discount of $6,295 to current period operations as interest expense.~~REPORTING

~~Summary~~The management of the ~~convertible~~Company ~~debenture~~is atresponsible ~~December~~for ~~31,~~establishing ~~2010~~and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is asdesigned ~~follows:~~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.

Convertible debenture	$	120,695
Less unamortized debt discount		(114,400)
Net		6,295
Current portion:		-
Long term portion:	$	6,295

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.

17Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of December 31, 2011 was effective.

~~MAJIC~~Management’s ~~WHEELS~~internal ~~CORP~~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.

(AChanges ~~DEVELOPMENT~~in ~~STAGE~~internal ~~COMPANY)~~control over financial reporting

~~NOTES~~There TOhas ~~FINANCIAL~~been ~~STATEMENTS~~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.

~~DECEMBER~~Item ~~31,~~8B. Other ~~2010 AND 2009~~Information.

~~AUDITED~~None.

~~The following table summarizes the derivative liabilities included in the balance sheet:~~9

Balance at December 31, 2009	$	-
ASC 815-15 additions (convertible debt)		857,254
Change in fair value		(566,493)
Balance as of December 31, 2010		290,761

Part III

~~The~~Item ~~following~~9. Directors, ~~table~~Executive ~~summarizes~~Officers ~~the~~and ~~derivative~~Corporate ~~gain or (loss) recorded as a result of the derivative liabilities above:~~Governance.

Balance at December 31, 2009	$	-
Excess of fair value of liabilities over note payable		736,559
Change in fair value		(566,493)
Balance as of December 31, 2010		170,066

Directors and Executive Officers

~~(11) Subsequent~~The ~~Events~~following table sets forth certain information regarding the members of our Board of Directors and our executive officers:

In 2011, the Company issued two promissory notes to a third party as payment for reimbursement of expenses incurred on behalf of the Company. The total of these notes was $53,597, the notes accrue interest at 20%, and all are payable on demand.

Name	Age	Positions and Offices Held

Denise Houghtaling (1)	42	President and Director

Mark Houghtaling (2)	34	Vice-President, Secretary and Director

18________________

~~Item~~(1) 9On July 23, 2010, Asher Zwebner resigned from his positions as Interim Chief Executive Officer, Chief Financial Officer and as a director of the Company, effective as of such date.

~~Changes~~(2) inOn ~~and~~July ~~Disagreements~~23, ~~With~~2010, ~~Accountants~~Judah onSteinberger ~~Accounting~~resigned from his position as Secretary and ~~Financial~~as ~~Disclosure~~a director of the Company, effective as of such date.

~~None~~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.

~~Item~~Denise ~~9A(T)~~Houghtaling has served as our President and Director since July 23, 2010. Since 2005, she has served as President of Mark’s Dumpster Services, Inc. Ms. Houghtaling and her family have been in the construction, development and waste management business for over forty years. Ms. Houghtaling is responsible for all general operations and is responsible for identifying potential acquisitions that can roll up in the existing operating company. She is responsible for all day-to-day operations, market research, internet marketing, business plan developments including the changes that is occurring in the waste industry, both locally and nationally. Ms. Houghtaling has been involved throughout the local and regional community donating time and service to charitable organizations and government assistance programs. Previously Ms. Houghtaling was Vice President to a regional trucking and site work business along with being a Vice President to a major local residential builder. She holds a State of Florida Real Estate Broker's license. Ms. Houghtaling is married to Mark Houghtaling, our Vice-President, Secretary, and Director.

~~Controls~~Mark Houghtaling has served as our Vice-President, Secretary, and ~~Procedures~~Director since July 23, 2010. Since 2005, he has served as Vice President of Mark’s Dumpster Services, Inc. Mr. Houghtaling has over twenty years experience in the construction and manufacturing business. He is responsible for product development, vehicle maintenance and repairs, future expansion of fuel efficient vehicles and GPS logistics of inventory. Mr. Houghtaling brings his manufacturing and fabrication background and intertwines it with real life workings of a waste company to ensure that vehicles are working at their highest potential and that preventative maintenance is performed for limited vehicle repair surprises. Previously he was President of a regional Excavation company. Mr. Houghtaling also was the President of a Heavy Truck and Tractor Repair Facility. Mr. Houghtaling is married to Denise Houghtaling, our President and Director.

~~EVALUATION~~Judah OFSteinberger ~~DISCLOSURE~~served ~~CONTROLS~~as ~~AND~~Secretary ~~PROCEDURES~~and Director from May 26, 2010 to July 23, 2010. Mr. Steinberger was a director of Global Advance Corp from October 2006 through 2008. From 2002 to the present time, Mr. Steinberger has also served as Managing Director and Vice President of Finance at Yefe Nof in Jerusalem, an Israeli Company engaged in publishing marketing and selling of educational books and literature. During that time, he received a BA in Business Management and Economics at the Kiryat Ono School Academy in Kiryat Ono, Israel. He studied Business Management at the Teknion in Haifa from 1999 to 2000.

AsAsher ofZwebner ~~the~~served ~~end~~as ofour ~~the~~Interim ~~period~~Chief ~~covered~~Executive byOfficer ~~this~~from ~~Annual~~January ~~Report~~2009 to July 2010, weand ~~carried~~our ~~out~~Chief anFinancial ~~evaluation,~~Officer ~~under~~from the ~~supervision~~Company’s ~~and~~inception ~~with~~in ~~the~~March ~~participation~~15, 2007 to July 2010. As of ~~management~~January 1, ~~including~~2007, ~~our~~Mr. ~~chief~~Zwebner ~~executive~~has ~~officer~~served as the Chief Financial Officer of SinoBiomed Inc., and ~~principal~~since ~~accounting~~October ~~officer~~18, of2007, as the ~~effectiveness~~Chief Financial Officer of ~~the~~PCMT ~~design~~Corporation, ~~and~~each ~~operation~~a ofpublicly ~~our~~traded ~~disclosure~~company. ~~controls~~From ~~and~~November ~~procedures~~2004 asuntil ~~defined~~October in2006, ~~Rules~~Mr. ~~13a-15(e)~~Zwebner ~~and~~was ~~15d-15(e)~~also a Director of SinoBiomed Inc. Since May 2002, he has also served as the ~~Securities~~Chief ~~Exchange~~Financial ~~Act~~Officer of ~~1934~~ForexManage Ltd., Ina ~~designing~~private ~~and~~hi-tech ~~evaluating~~developer ~~the~~of ~~disclosure~~Internet-based ~~controls~~foreign exchange and ~~procedures,~~risk management ~~recognizes~~solutions ~~that~~based ~~there~~in ~~are~~Israel. ~~inherent~~From ~~limitations~~May to2001 until May 2002, Mr. Zwebner served as the ~~effectiveness~~Chief Financial Officer of ~~any~~SMC ~~system~~Ventures.com, ofa ~~disclosure~~strategic ~~controls~~consulting firm specializing in mergers and ~~procedures~~acquisitions and in corporate debt and equity financing activities. From January 2000 until May 2001, ~~including~~Mr. ~~the~~Zwebner ~~possibility~~acted ofas ~~human~~CFO ~~error~~for ~~and~~Britanica.com, ~~the~~an ~~circumvention~~educational orsoftware ~~overriding~~company ofthat ~~the~~developed ~~controls~~a ~~and~~proprietary ~~procedures~~e-learning platform technology. ~~Accordingly~~. From March 1995 through December 1999, ~~even~~Mr. ~~effective~~Zwebner ~~disclosure~~was ~~controls~~a ~~and~~senior ~~procedures~~manager ~~can~~at ~~only~~the ~~provide~~Israeli ~~reasonable~~accounting ~~assurance~~office of ~~achieving~~Kost ~~their~~Forer ~~desired~~and ~~control~~Gabbay, ~~objectives~~a member of Ernst & Young International. ~~Additionally,~~Mr. Zwebner is a CPA in ~~evaluating~~Israel and ~~implementing~~the ~~possible~~United ~~controls~~States, and ~~procedures,~~received ~~management~~a isBS ~~required~~Degree toin ~~apply~~Accounting ~~its~~and ~~reasonable~~Finance ~~judgment.~~from Touro College in 1988.

~~Based~~Benjamin ~~upon~~Resheff ~~the~~served ~~required~~as ~~evaluation~~our Secretary and inDirector ~~consideration~~from ofJune ~~the~~15, ~~Restatement~~2007 ~~described~~to ~~herein~~May 26, ~~our~~2010. ~~Chief~~Since ~~Executive~~2001, ~~Officer~~Mr. ~~and~~Resheff ~~Principal~~has ~~Financial~~been ~~Officer~~the ~~concluded~~President as of ~~December~~Idea 31Plus Ltd., ~~2010~~a company based in Ramat Gan, ~~our~~Israel. ~~disclosure~~Idea ~~controls~~Plus Ltd. markets new products and ~~procedures~~patents, ~~were~~including ~~effective~~those toof ~~provide~~ThermoSiv ~~reasonable~~Ltd., ~~assurance~~a ~~that~~thermal ~~information~~fabric ~~required~~manufacturer tocontrolled beby ~~disclosed~~Idea inPlus ~~our~~Ltd. ~~Exchange~~From ~~Act~~August ~~reports~~2000 isto ~~recorded,~~August ~~processed~~2001, ~~summarized~~he was a Vice President of sales and ~~reported~~marketing ~~within~~at ~~the~~Optimet ~~time~~Ltd. ~~periods~~a ~~specified~~company bybased ~~the~~in ~~Securities~~Jerusalem, ~~and~~Israel. ~~Exchange~~From ~~Commission~~1996 ~~("SEC")~~until ~~and~~2001, isMr. ~~accumulated~~Resheff ~~and~~was ~~communicated~~the toDirector ~~management~~of business development for Cognitens Ltd., ~~including~~an ~~our~~optical ~~Chief~~quality ~~Executive~~control ~~Officer~~equipment manufacturer in Israel. Mr. Resheff graduated with a BSc. In Electronics and ~~Principal~~Computer ~~Financial~~Science ~~Officer~~from the Technion, asIsrael ~~appropriate~~Institute toof ~~allow~~Technology ~~timely~~in ~~decisions~~1978 ~~regarding~~and ~~required~~completed ~~disclosure~~his MBA at Manchester University in 2001.

~~MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING~~10

~~The~~With ~~management~~the exception of ~~the~~Ms. ~~Company~~and isMr. ~~responsible~~Houghtaling, ~~for~~there ~~establishing~~are ~~and~~no ~~maintaining~~other ~~adequate~~familial ~~internal~~relationships ~~control~~among ~~over~~any ~~financial~~of ~~reporting~~our directors or officers. ~~The~~None ~~Company’s~~of ~~internal~~our ~~control~~directors ~~over~~or ~~financial~~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 ~~designed~~not toaware ~~provide~~of ~~reasonable~~any ~~assurance~~proceedings ~~regarding~~to which any of the ~~reliability~~Company’s officers or directors, or any associate of ~~financial~~any ~~reporting~~such ~~and~~officer or director, is a party adverse to the ~~preparation~~Company or any of ~~financial~~the ~~statements~~Company’s ~~for~~subsidiaries ~~external~~or ~~purposes~~has ina ~~accordance~~material ~~with~~interest ~~generally~~adverse ~~accepted~~to ~~accounting~~it ~~principles~~or any of its subsidiaries.

~~Management~~Each ~~conducted~~director ~~an evaluation~~ of the ~~effectiveness~~Company ofserves ~~the~~for ~~internal~~a ~~control~~term ~~over~~of ~~financial~~one ~~reporting~~year ~~based~~or onuntil the ~~framework~~successor inis ~~Internal~~elected ~~Control~~at ~~- Integrated Framework issued by~~ the ~~Committee~~Company's ofannual ~~Sponsoring~~shareholders' ~~Organizations~~meeting ofand ~~the~~is ~~Treadway Commission. Because of its inherent limitations~~qualified, ~~internal~~subject ~~control~~to ~~over~~removal ~~financial~~by ~~reporting~~the ~~may~~Company's ~~not~~shareholders. ~~prevent~~Each orofficer ~~detect misstatements. Therefore~~serves, ~~even~~at ~~those~~the ~~systems~~pleasure ~~determined~~of tothe beBoard ~~effective~~of ~~can provide only reasonable assurance with respect to financial statement preparation and presentation. Also~~Directors, ~~projections~~for ofa ~~any~~term ~~evaluation~~ of ~~effectiveness~~one toyear ~~future~~and ~~periods~~until ~~are subject to~~ the ~~risk~~successor ~~that~~is ~~controls~~elected ~~may~~at ~~become~~the ~~inadequate~~annual ~~because~~meeting of ~~changes in conditions, or that~~ the ~~degree~~Board of ~~compliance~~Directors ~~with~~and ~~the~~is ~~policies or procedures may deteriorate~~qualified.

~~Management~~Section ~~assessed~~16(a) ~~the~~Beneficial ~~effectiveness~~Ownership ofReporting the Company’s internal control over financial reporting as of December 31, 2010. Based on management’s assessment and those criteria, management believes that the internal control over financial reporting as of December 31, 2010 was effective. Compliance

~~Management’s~~Section ~~internal~~16(a) ~~control~~of ~~report~~the ~~was~~Securities ~~not~~Exchange ~~subject~~Act toof ~~attestation~~1934 byrequires officers and directors of the Company’s ~~independent~~and persons who own more than ten percent of a registered ~~public~~class ~~accounting~~of ~~firm~~the ~~pursuant~~Company's equity securities to ~~temporary~~file ~~rules~~reports of ownership and changes in their ownership with the Securities and Exchange Commission, ~~that~~and ~~permit~~forward copies of such filings to the Company. toWe ~~provide~~believe, ~~only~~based ~~management’s~~solely ~~report~~on our review of the copies of such forms, that during the fiscal year ended December 31, 2010, all reporting persons complied with all applicable Section 16(a) filing requirements.

~~Changes in internal control over financial reporting~~Auditors

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 affectedMaloneBailey, orLLP 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~~auditor.

~~Item~~We 9Bdo 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.

~~Other~~Potential ~~Information.~~Conflicts of Interest

~~None~~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.

19Involvement in Certain Legal Proceedings

~~Part~~There ~~III~~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.

~~Directors,~~Summary ~~Executive Officers and Corporate Governance.~~Compensation

From our incorporation on March 15, 2007 through July 22, 2010, we had not paid any compensation to our Directors or officers in consideration for their services rendered to our Company in their capacity as such, had no employment agreements with any of our Directors or executive officers, and ~~Executive~~had ~~Officers~~no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

~~The~~On ~~following~~July ~~table~~23, ~~sets~~2010, ~~forth~~we ~~certain~~entered ~~information~~into ~~regarding~~employment agreements with our two employees, both of whom are also Officers and Directors of the ~~members~~Company. Under the employment agreements, we agreed to pay one employee an annual salary of ~~our~~$150,000 ~~Board~~and the other an annual salary of ~~Directors~~$125,000 with an annual increase of 10%. Both employees receive an office expense allowance of $5,000 per annum with an annual increase of 4% and ~~our~~a ~~executive~~health ~~officers:~~insurance allowance of $6,000 per annum with an annual increase of 10%. Both employees are also eligible for an annual bonus of up to 50% of the base salary. Additionally, we will issue 250,000 shares of restricted stock to both employees on their first anniversary and on each anniversary thereafter. The term of both agreements is five years.

Name	Age	Positions and Offices Held
Denise Houghtaling (1)	41	President and Director
Mark Houghtaling (2)	33	Vice-President, Secretary and Director

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.

~~———————~~11

~~(1)~~Outstanding Equity Awards

OnNone ~~July~~of ~~23,~~our ~~2010~~Directors or executive officers holds unexercised options, ~~Asher~~stock ~~Zwebner~~that ~~resigned~~has ~~from~~not ~~his~~vested, ~~positions~~or asequity ~~Interim~~incentive ~~Chief~~plan ~~Executive~~awards. As ~~Officer~~discussed above, ~~Chief~~our ~~Financial~~two ~~Officer~~employees, ~~and~~both asof awhom ~~director~~are also Officers and Directors of the Company, ~~effective~~will asbe ofeligible ~~such~~to ~~date~~receive restricted stock on their first anniversary with the Company and on each anniversary thereafter.

~~(2)~~Compensation of Directors

OnSince ~~July~~our 23incorporation on March 15, ~~2010~~2007, ~~Judah~~no ~~Steinberger~~compensation ~~resigned~~has ~~from~~been ~~his~~paid ~~position~~to asany ~~Secretary~~of ~~and~~our asDirectors ain ~~director~~consideration offor ~~the~~their ~~Company,~~services ~~effective~~rendered asin oftheir ~~such~~capacity ~~date~~as directors.

~~Our~~Item ~~Directors hold office until the next annual meeting of our shareholders, or until their successors are duly elected and qualified~~11. Security ~~Set~~Ownership ~~forth below is a summary description~~ of ~~the~~Certain ~~principal~~Beneficial ~~occupation~~Owners and ~~business~~Management ~~experience of each of our Directors~~ and ~~executive~~Related ~~officers~~Stockholder ~~for at least the last five years~~Matters.

~~Denise~~The ~~Houghtaling~~following ~~has~~table ~~served~~lists, as of April 4, 2012, the number of shares of common stock of our ~~President~~Company ~~and~~that ~~Director~~are ~~since~~beneficially ~~July~~owned ~~23,~~by ~~2010. Since~~(i) ~~2005,~~each ~~she~~person ~~has~~or ~~served~~entity asknown ~~President~~to ofour ~~Mark’s~~Company ~~Dumpster~~to ~~Services,~~be ~~Inc. Ms.~~the ~~Houghtaling~~beneficial ~~and~~owner ~~her~~of ~~family~~more ~~have~~than ~~been~~5% inof the ~~construction,~~outstanding ~~development~~common stock; (ii) each officer and ~~waste~~director ~~management~~of ~~business~~our ~~for~~Company; ~~over~~and ~~forty~~(iii) ~~years~~all officers and directors as a group. ~~Ms.~~ ~~Houghtaling~~Information isrelating ~~responsible~~to ~~for~~beneficial ~~all~~ownership ~~general~~of ~~operations~~common stock by our principal shareholders and management is ~~responsible~~based ~~for~~upon ~~identifying~~information ~~potential~~furnished ~~acquisitions~~by ~~that~~each ~~can~~person ~~roll~~using up“beneficial inownership” concepts under the ~~existing~~rules ~~operating~~of ~~company. She~~the isSecurities ~~responsible~~and ~~for~~Exchange ~~all~~Commission. ~~day-to-day~~Under ~~operations~~these rules, ~~market~~a ~~research,~~person ~~internet~~is ~~marketing,~~deemed ~~business~~to ~~plan~~be ~~developments~~a ~~including~~beneficial ~~the~~owner ~~changes~~of a security if that isperson ~~occurring~~has inor ~~the~~shares ~~waste~~voting ~~industry~~power, ~~both~~which ~~locally~~includes ~~and~~the ~~nationally. Ms.~~power ~~Houghtaling~~to ~~has~~vote ~~been~~or ~~involved~~direct ~~throughout~~the voting of the ~~local~~security, ~~and~~or ~~regional~~investment ~~community~~power, ~~donating~~which ~~time~~includes ~~and~~the ~~service~~power to ~~charitable~~vote ~~organizations~~or ~~and~~direct ~~government~~the ~~assistance~~voting ~~programs. Previously~~of Msthe security. ~~Houghtaling~~The ~~was~~person ~~Vice~~is ~~President~~also deemed to be a ~~regional~~beneficial ~~trucking~~owner ~~and~~of ~~site~~any ~~work~~security ~~business~~of ~~along~~which ~~with~~that ~~being~~person has a ~~Vice~~right ~~President~~ to aacquire ~~major~~beneficial ~~local~~ownership ~~residential~~within ~~builder~~60 days. ~~She~~ ~~holds~~Under the Securities and Exchange Commission rules, more than one person may be deemed to be a ~~State~~beneficial owner of ~~Florida~~the ~~Real~~same ~~Estate~~securities, ~~Broker's~~and ~~license. Ms.~~a ~~Houghtaling~~person ismay ~~married~~be deemed to ~~Mark~~be ~~Houghtaling,~~a ~~our~~beneficial ~~Vice-President,~~owner ~~Secretary~~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 ~~Director~~investment power.

~~Mark~~The ~~Houghtaling~~percentages ~~has~~below ~~served~~are ascalculated ~~our~~based ~~Vice-President,~~on ~~Secretary~~185,352,941 ~~and~~shares ~~Director~~of ~~since~~our ~~July~~common ~~23,~~stock ~~2010. Since~~issued ~~2005,~~and heoutstanding ~~has served~~ as ~~Vice President~~ of ~~Mark’s~~April ~~Dumpster Services~~4, ~~Inc~~2012. ~~Mr.~~ ~~Houghtaling~~We ~~has~~do ~~over~~not ~~twenty~~have ~~years~~any ~~experience~~outstanding ~~in the construction and manufacturing business. He is responsible for product development~~options, ~~vehicle~~warrants ~~maintenance~~or ~~and~~other ~~repairs,~~securities ~~future~~exercisable expansion of fuel efficient vehicles and GPS logistics of inventory. Mr. Houghtaling brings his manufacturing and fabrication background and intertwines it with real life workings of a waste company to ensure that vehicles are working at their highest potential and that preventative maintenance is performed for ~~limited~~or ~~vehicle~~convertible ~~repair~~into ~~surprises. Previously~~shares ~~he was President~~ of aour ~~regional~~common ~~Excavation company~~stock. ~~Mr.~~ ~~Houghtaling~~Unless ~~also~~otherwise ~~was~~indicated, the ~~President~~address of aeach ~~Heavy~~person ~~Truck~~listed ~~and Tractor Repair Facility. Mr. Houghtaling~~ is ~~married~~c/o to1950 ~~Denise~~Custom ~~Houghtaling~~Drive, ~~our~~Fort ~~President~~Myers, ~~and Director~~FL 33907.

Judah Steinberger served as Secretary and Director from May 26, 2010 to July 23, 2010. Mr. Steinberger was a director of Global Advance Corp from October 2006 through 2008. From 2002 to the present time, Mr. Steinberger has also served as Managing Director and Vice President of Finance at Yefe Nof in Jerusalem, an Israeli Company engaged in publishing marketing and selling of educational books and literature. During that time, he received a BA in Business Management and Economics at the Kiryat Ono School Academy in Kiryat Ono, Israel. He studied Business Management at the Teknion in Haifa from 1999 to 2000.

Name and Address of	Number of Shares of Common		Percent of Common
Beneficial Owner	Stock Beneficially		Stock Beneficially
	Owned or Right to		Owned or Right
	Direct Vote (1)		to Direct Vote

Baja 4 X 4 Offroad & Fabrications, Inc.		76,000,000		41.0	%
Denise Houghtaling		0		0	%
Mark Houghtaling		0		0	%
Envisionte LLC		18,000,000		9.7	%

All officers and Directors as a Group		0		0	%

Asher Zwebner served as our Interim Chief Executive Officer from January 2009 to July 2010, and our Chief Financial Officer from the Company’s inception in March 15, 2007 to July 2010. 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. ____________

20(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.

Benjamin Resheff served as our Secretary and Director from June 15, 2007 to May 26, 2010. 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 2001.12

~~With~~Item ~~the exception of Ms~~12. Certain Relationships and ~~Mr.~~Related ~~Houghtaling~~Transactions, ~~there~~and ~~are~~Director ~~no other familial relationships among any of our directors or officers~~Independence. 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~~Other ~~director~~than of the ~~Company~~transactions ~~serves~~discussed ~~for~~below, awe ~~term~~have ofnot ~~one~~entered ~~year~~into orany ~~until~~transaction ~~the~~nor ~~successor~~are isthere ~~elected~~any atproposed ~~the~~transactions ~~Company's~~in ~~annual~~which ~~shareholders'~~our ~~meeting and is qualified~~Director, ~~subject~~executive ~~to removal by the Company's shareholders. Each~~ officer, ~~serves~~stockholders, ator ~~the~~any ~~pleasure~~member of the ~~Board~~immediate offamily ~~Directors, for a term~~ of ~~one~~the ~~year~~foregoing ~~and~~had ~~until~~or ~~the successor~~ is ~~elected~~to athave ~~the~~a ~~annual~~direct ~~meeting~~or ofindirect ~~the~~material ~~Board of Directors and is qualified~~interest.

~~Section~~Benjamin ~~16(~~Resheff, our former 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). ~~Beneficial~~Idea ~~Ownership~~Plus ~~Reporting~~Ltd. ~~Compliance~~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.

~~Section~~As ~~16(a)~~ of December 31, 2009, the ~~Securities~~Company ~~Exchange~~owed ~~Act~~to ofthe ~~1934~~former ~~requires~~CEO, ~~officers~~and Director and ~~directors~~stockholder of the Company ~~and~~$97,695 ~~persons~~for ~~who~~various ~~own~~working ~~more~~capital ~~than~~loans ~~ten~~received ~~percent~~by ~~of a registered class of~~ the Company's ~~equity~~from ~~securities~~September to28, ~~file~~2007 ~~reports~~through ofDecember ~~ownership~~31, ~~and~~2009. The ~~changes~~loans inwere ~~their~~unsecured, ~~ownership~~non-interest ~~with the Securities and Exchange Commission~~bearing, and ~~forward~~had ~~copies~~no ofterms ~~such~~for ~~filings to the Company~~repayment. WeIn ~~believe~~2010, ~~based~~the ~~solely~~net onproceeds ~~our~~received ~~review~~for ofthis ~~the~~related ~~copies~~party ofdebt ~~such~~was ~~forms~~$23,005. In ~~that~~July ~~during~~2011, the ~~fiscal~~related ~~year~~party ~~ended~~assigned ~~December~~this ~~31,~~debt ~~2010~~of $120,700 ~~all~~to ~~reporting persons complied with all applicable Section 16(~~a) ~~filing~~third ~~requirements~~party.

~~Auditors~~Director Independence

~~Malone~~We ~~Bailey~~are isnot 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 ~~auditor~~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.

WeItem do13. Principal ~~not~~Accounting ~~currently~~Fees ~~have a Code of Ethics applicable to our principal executive, financial~~ and ~~accounting officers~~Services. ~~We do not have a “financial expert” on the board or an audit committee or nominating committee.~~

~~Potential~~Our ~~Conflicts~~principal ofindependent ~~Interest~~accountant is MaloneBailey, LLP. Their pre-approved fees billed to the Company are set forth below:

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.

	For Fiscal Year Ended		For Fiscal Year Ended
	December 31, 2011		December 31, 2010
Audit Fees	$	15,000	$	10,000

~~Involvement~~As inof ~~Certain~~December ~~Legal~~31, ~~Proceedings~~2011, 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%.

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.13

~~Item~~Part ~~11.~~IV

~~Executive~~Item ~~Compensation~~14. Exhibits and Financial Statement Schedules.

~~Summary~~Exhibit ~~Compensation~~Description

~~From~~3.1 ~~our~~Articles ~~incorporation~~of onIncorporation ~~March~~of ~~15,~~the ~~2007~~Company ~~through~~(filed ~~July~~as ~~22,~~Exhibit ~~2010,~~3.1 ~~we had not paid any compensation~~ to ~~our~~Registration ~~Directors~~Statement oron ~~officers~~Form ~~in consideration for their services rendered to our Company in their capacity as such~~SB-2, ~~had~~filed ~~no employment agreements~~ with ~~any~~the ofSecurities ~~our Directors or executive officers,~~ and ~~had~~Exchange noCommission ~~pension,~~on ~~health,~~November ~~annuity~~27, ~~bonus, insurance, stock options, profit sharing or similar benefit plans.~~2007)

On3.2 ~~July~~Bylaws ~~23, 2010, we entered into employment agreements with our two employees, both~~ of ~~whom are also Officers and Directors of~~ the Company~~. Under~~ ~~the~~(filed ~~employment~~as ~~agreements,~~Exhibit we3.2 ~~agreed~~ to ~~pay~~Registration ~~one~~Statement ~~employee~~on anForm ~~annual salary of $150~~SB-2,~~000~~ ~~and~~filed ~~the~~with other an annual salary of $125,000. Both employees receive an office expense allowance of $5,000 per annum and a health insurance allowance of $6,000 per annum. Both employees are also eligible for an annual bonus of up to 50% of the ~~base~~Securities ~~salary. Additionally, we will issue 500,000 shares of restricted stock to one employee~~ and ~~250,000~~Exchange ~~shares~~Commission ~~of restricted stock to the other~~ on ~~their~~November ~~first~~27, ~~anniversary and on each anniversary thereafter. The term of both agreements is five years.~~2007)

213.3 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)

~~Since~~10.1 ~~our~~Licensing ~~incorporation~~Agreement ondated ~~March~~June 1521, 2007, nobetween ~~stock~~the ~~options~~Company orand ~~stock~~the ~~appreciation~~Licensor ~~rights~~(filed ~~were~~as ~~granted~~Exhibit 10.1 to ~~any~~Registration ofStatement ~~our~~on ~~Directors~~Form orSB-2, ~~executive~~filed ~~officers. We~~with ~~have~~the noSecurities ~~long-term~~and ~~equity~~Exchange ~~incentive~~Commission ~~plans.~~on November 27, 2007)

~~Outstanding~~10.2 ~~Equity~~Marketing ~~Awards~~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)

~~None~~10.3 ofAmendment ~~our~~to ~~Directors~~Marketing orRights ~~executive~~Agreement ~~officers~~dated ~~holds~~December ~~unexercised options~~26, ~~stock~~2007 ~~that~~(filed ~~has~~as ~~not~~Exhibit ~~vested, or equity incentive plan awards~~10. As3 ~~discussed above, our two employees, both of whom are also Officers and Directors of the Company, will be eligible~~ to ~~receive~~Registration ~~restricted~~Statement ~~stock~~ on ~~their~~Form ~~first~~SB-2/A, ~~anniversary~~filed with the ~~Company~~Securities and Exchange Commission on ~~each~~January ~~anniversary~~2, ~~thereafter.~~2008)

~~Compensation~~10.4 ofStock ~~Directors~~Purchase Agreement (filed as Exhibit 10.1 to Form 8-K, filed with the Securities and Exchange Commission on July 27, 2010)

~~Since~~31.1 ~~our~~Certification ~~incorporation~~of onPrincipal ~~March~~Executive ~~15,~~and ~~2007,~~Financial noOfficer ~~compensation~~Pursuant ~~has been paid~~ to ~~any~~Exchange ofAct ~~our~~Rule ~~Directors~~13A-14(A)/15D-14(A) inas ~~consideration~~Adopted ~~for~~Pursuant ~~their~~to ~~services~~Section ~~rendered~~302 inof ~~their~~the ~~capacity~~Sarbanes-Oxley asAct ~~directors.~~of 2002

~~Item 12~~32.1 Certification of Principal Executive and Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~14

The following table lists, as of September 21, 2011, 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.SIGNATURES

~~The~~ In ~~percentages~~accordance ~~below~~with ~~are~~Section ~~calculated~~13 ~~based~~or on15(d) ~~150,000,000 shares~~ of ~~our~~the ~~common~~Exchange ~~stock issued and outstanding as of September 21~~Act, ~~2011.~~the Weregistrant docaused ~~not~~this ~~have~~report ~~any~~to ~~outstanding~~be ~~options,~~signed ~~warrants~~on orits ~~other~~behalf ~~securities~~by ~~exercisable for or convertible into shares of our common stock. Unless otherwise indicated,~~ the ~~address of each person listed is c/o 7908 Interstate Court~~undersigned, ~~North~~thereunto Ftduly ~~Myers, FL 33917~~authorized.

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
	MAJIC WHEELS CORP.
Baja 4 X 4 Offroad & Fabrications, Inc. (2)		76,000,000	50.6	%
Date: April 13, 2012	By:	/s/ Denise Houghtaling
Denise Houghtaling		0	0	%
		Name: Denise Houghtaling
Mark Houghtaling		0	0	%
		Title: Chief Executive Officer, Chief Financial Officer and Director
Asher Zwebner		10,000,000	6.7	%
		(Principal Executive, Financial and Accounting Officer)
Benjamin Resheff		18,000,000	12.0	%
Danny Elbaz		18,000,000	12.0	%
All officers and Directors as a Group		122,000,000	81.3	%

~~———————~~ 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.

(1)

Date: April 13, 2012	By:	/s/ Denise Houghtaling
		Name: Denise Houghtaling
		Title: Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive, Financial and Accounting Officer)

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.

Date: April 13, 2012	By:	/s/ Mark Houghtaling
		Name: Mark Houghtaling
		Title: Vice-President, Secretary and Director

(2)

Denise Houghtaling and Mark Houghtaling are the control person, of Baja 4 X 4 Offroad & Fabrications, Inc (“Baja”). The shares owned by Baja total 76,000,000 and the control percentage is 50.6%, if voted as a block.

Item 13.

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 former 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 former 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 were unsecured, non-interest bearing, and had no terms for repayment. In 2010, the net proceeds received for this related party debt was $23,000. In July 2010, the related party assigned this debt to another party.

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 14.

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 December 31, 2010		For Fiscal Year Ended December 31, 2009
Audit Fees		$10,000		$ 7,000

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 December 31, 2010	For Fiscal Year Ended December 31, 2009
Audit	$ -	$14,000
Tax Fees (Paid to Alan Weinberg CPA)	$ -	$ 1,000

As of December 31, 2010, 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 15.

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)

10.4

Stock Purchase Agreement (filed as Exhibit 10.1 to Form 8-K, filed with the Securities and Exchange Commission on July 27, 2010)

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 (filed herewith)

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.

	MAJIC WHEELS CORP.
Date: September 21, 2011	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: September 21, 2011	By:	/ s/ Denise Houghtaling
	Name:	Denise Houghtaling
	Title:	Chief Executive Officer, Chief
		Financial Officer and Director (Principal
		Executive, Financial and Accounting Officer)
Date: September 21, 2011	By:	/ s/ Mark Houghtaling
	Name:	Mark Houghtaling
	Title:	Vice-President, Secretary and Director

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