UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
FORM 10-Q
———————
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the quarterly period ended:
September 30, 2011
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the transition period from: _____________ to _____________
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Commission File Number:
333-147629
———————
MAJIC WHEELS CORP.
(Exact name of registrant as specified in its charter)
———————
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Delaware
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98-0533882
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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7908 Interstate Court, North Ft Myers, FL 33917
(Address of Principal Executive Office) (Zip Code)
239-567-4700
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ
Yes
o
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
o
Yes
o
No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o
Yes
þ
No
As of January 26, 2012, 150,000,000 shares of common stock, par value $0.0001 per share, were outstanding.
TABLE OF CONTENTS
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Page
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PART I
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Item 1
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Financial Statements
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3
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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12
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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15
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Item 4(T)
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Controls and Procedures
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15
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PART II
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Item 1
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Legal Proceedings
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16
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Item 1A
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Risk Factors
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16
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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16
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Item 3
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Defaults Upon Senior Securities
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16
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Item 4
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Submission of Matters to a Vote of Security Holders
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16
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Item 5
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Other Information
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16
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Item 6
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Exhibits
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17
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SIGNATURES
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18
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PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
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MAJIC WHEELS CORP.
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(A DEVELOPMENT STAGE COMPANY)
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BALANCE SHEETS
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AS OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
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Unaudited
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9/30/11
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12/31/10
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ASSETS
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Current Assets:
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Cash in bank
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$
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-
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$
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-
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Total Assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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Current Liabilities:
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Accrued liabilities
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$
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660,116
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$
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179,377
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Promissory notes
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269,634
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189,340
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Derivative liability
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539,235
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290,761
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Convertible debt, net of unamortized discount of 108,787 and 114,400, respectively
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11,908
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-
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Total current liabilities
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1,480,893
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659,478
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Convertible debt, net of unamortized discount of 108,787 and 114,400, respectively
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-
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6,295
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Total liabilities
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1,480,893
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665,773
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Commitments and Contingencies
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Stockholders' (Deficit):
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Common stock, par value $.0001 per share, 150,000,000 shares authorized, issued and outstanding as of September 30, 2011 and December 31, 2010
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15,000
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15,000
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Additional paid-in capital
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223,281
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223,281
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(Deficit) accumulated during the development stage
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(1,719,174
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)
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(904,054
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)
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Total stockholders' (deficit)
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(1,480,893
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)
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(665,773
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)
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Total Liabilities and Stockholders' (Deficit)
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$
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-
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$
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-
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The accompanying notes are an integral part of these unaudited financial statements.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF OPERATIONS
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FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (Unaudited),
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AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH SEPTEMBER 30, 2011
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Three Months Ended
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Nine Months Ended
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Cumulative
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September 30,
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September 30,
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From
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2011
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2010
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2011
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2010
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Inception
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Expenses:
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General and administrative-
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Salaries & Benefits
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$
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123,151
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$
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169,968
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$
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333,656
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$
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177,232
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$
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609,367
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Professional fees
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35,875
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59,750
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131,223
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92,353
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370,885
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Impairment expense
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-
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-
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-
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-
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67,048
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Selling, general and administrative expenses
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20,232
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24,293
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45,940
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51,409
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174,167
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Total operating expenses
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179,258
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254,011
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510,819
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320,994
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1,221,467
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Loss from Operations
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(179,258
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)
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(254,011
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)
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(510,819
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)
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(320,994
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)
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(1,221,467
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)
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Other income (expense)
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Interest expense
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(21,875
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(12,459
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)
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(55,827
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(12,458
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)
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(79,167
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)
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Gain (Loss) on derivative liability
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145,496
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(497,574
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)
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(248,474
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(497,574
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)
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(418,540
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Net Loss
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(55,637
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)
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(764,044
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(815,120
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(831,026
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(1,719,174
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)
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(Loss) Per Common Share:
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(Loss) per common share - Basic and Diluted
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$
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(0.00
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$
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(0.01
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$
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(0.01
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$
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(0.01
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Weighted Average Number of Common Shares Outstanding - Basic and Diluted
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150,000,000
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138,652,174
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150,000,000
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113,025,641
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The accompanying notes are an integral part of these unaudited financial statements.
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MAJIC WHEELS CORP.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF CASH FLOWS
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (Unaudited)
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AND CUMULATIVE FROM INCEPTION (MARCH 15, 2007) THROUGH SEPTEMBER 30, 2011
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Nine Months Ended
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Cumulative
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September 30,
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From
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2011
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2010
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Inception
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Operating Activities:
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Net (loss)
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$
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(815,120
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)
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$
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(831,026
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)
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$
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(1,719,174
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)
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Adjustments to reconcile net (loss) to net cash (used in) operating activities:
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Amortization of debt discount
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5,613
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6,045
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11,908
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Loss on derivative
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248,474
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497,574
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418,540
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Changes in net liabilities-
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Accounts payable
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-
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(3,600
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)
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-
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Accrued liabilities
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480,739
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140,240
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660,116
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Net Cash (Used in) Operating Activities
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(80,294
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)
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(190,767
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)
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(628,610
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)
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Financing Activities:
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Net proceeds from issuance of common stock
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-
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118,000
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238,281
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Net proceeds from promissory notes
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80,294
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49,048
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269,634
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Net proceeds from related party debt
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-
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23,000
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120,695
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Net Cash Provided by Financing Activities
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80,294
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190,048
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628,610
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Net Increase (Decrease) in Cash
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-
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(719
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)
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-
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Cash - Beginning of Period
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-
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719
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-
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Cash - End of Period
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$
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-
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$
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-
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$
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-
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Supplemental Disclosure of Cash Flow Information:
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Cash paid during the period for:
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Interest
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$
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-
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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$
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-
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Non cash activities
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Discount on notes payable from derivative liability
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$
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-
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$
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120,695
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$
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120,695
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The accompanying notes are an integral part of these unaudited financial statements.
MAJIC WHEELS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Majic Wheels Corp. (“Majic Wheels” or the “Company”) is a Delaware corporation in the development stage. The Company was incorporated under the laws of the State of Delaware on March 15, 2007. The business plan of the Company 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.
In addition, in 2007, Majic Wheels commenced a capital formation activity to affect a Registration Statement on Form S-1 with the Securities and Exchange Commission, and raise capital of up to $160,000 from a self-underwritten offering of 20,000,000 (post forward stock split) shares of newly issued common stock in the public markets. The Registration Statement on Form S-1 was filed with the SEC on November 27, 2007, and declared effective on February 22, 2008. On April 15, 2008, Majic Wheels completed an offering of its registered common stock.
Unaudited Interim Financial Statements
The interim financial statements of Majic Wheels as of September 30, 2011, and December 31, 2010, and for the three months and nine months ended September 30, 2011, and 2010, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2011, and December 31, 2010, and the results of its operations and its cash flows for the three months and nine months ended September 30, 2011, and 2010, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2011. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of December 31, 2010, filed with the SEC for additional information, including significant accounting policies.
Fair Value of Measurement
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). 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 three levels of the fair value hierarchy defined by ASC 820 are as follows:
Level 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.
Level 2 – 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.
Level 3 – 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.
MAJIC WHEELS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
The following table 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
September
30, 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.
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Total
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Quoted Prices in Active Markets for Identical Instruments
Level 1
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Significant Other Observable Inputs
Level 2
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Significant Unobservable Inputs Level 3
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|
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Liabilities:
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|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$
|
539,235
|
|
|
|
|
|
$
|
539,235
|
|
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of
September
30, 2011 and December 31, 2010, and expenses for the three months and nine months ended
September
30, 2011 and 2010 and cumulative from inception. Actual results could differ from those estimates made by management.
(2) Development Stage Activities and Going Concern
The Company is currently in the development stage.
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.
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”) 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. 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 and the Company changed its business focus to waste management.
The Company intends to conduct additional capital formation activities through the issuance of its common stock and to commence operations.
While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or that its new business focus of waste management will generate sufficient revenues to sustain the operations of the Company.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception, had negative working capital as of
September
30, 2011 and December 31, 2010, 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.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
(3) Restatements
The Company filed an Amended Form 10-K/A for the year ended December 31, 2009, which restated the financial statements for the years ended December 31, 2009 and December 31, 2008. The Company’s management decided to write off the intangible assets related to patent rights and marketing rights.
In addition, the Company has included additions to accrued liabilities and recognized a derivative liability on its convertible debt as of September 30, 2010. As a result of these adjustments, the Company’s loss from operations and net loss for the nine months ended September 30, 2010 were understated by $663,438. In addition, the Company’s accumulated deficit was understated by $697,492, cash was overstated by $207, and liabilities were understated by $697,285, as of September 30, 2010.
The following table reconciles the Company’s September 30, 2010 balance sheet as previously reported to the restated amounts.
|
BALANCE SHEET
|
|
|
|
|
September 30, 2010
|
|
|
|
|
As Originally
|
|
|
|
|
|
As
|
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
Cash in bank
|
|
$
|
207
|
|
|
$
|
(207
|
)
|
|
$
|
-
|
|
|
Total Assets
|
|
$
|
207
|
|
|
$
|
(207
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable - trade
|
|
$
|
100
|
|
|
$
|
(100
|
)
|
|
$
|
-
|
|
|
Accrued liabilities
|
|
|
4,500
|
|
|
|
144,918
|
|
|
|
149,418
|
|
|
Promissory notes
|
|
|
-
|
|
|
|
49,048
|
|
|
|
49,048
|
|
|
Related party debt
|
|
|
120,895
|
|
|
|
(120,895
|
)
|
|
|
-
|
|
|
Derivative liability
|
|
|
-
|
|
|
|
618,269
|
|
|
|
618,269
|
|
|
Total current liabilities
|
|
|
125,495
|
|
|
|
691,240
|
|
|
|
816,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt, net of unamortized discount of 114,650
|
|
|
-
|
|
|
|
6,045
|
|
|
|
6,045
|
|
|
Total liabilities
|
|
|
125,495
|
|
|
|
697,285
|
|
|
|
822,780
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $.0001 per share, 150,000,000 shares authorized, issued and outstanding as of September 30, 2010
|
|
|
15,000
|
|
|
|
-
|
|
|
|
15,000
|
|
|
Additional paid-in capital
|
|
|
223,281
|
|
|
|
-
|
|
|
|
223,281
|
|
|
(Deficit) accumulated during the development stage
|
|
|
(363,569
|
)
|
|
|
(697,492
|
)
|
|
|
(1,061,061
|
)
|
|
Total stockholders' (deficit)
|
|
|
(125,288
|
)
|
|
|
(697,492
|
)
|
|
|
(822,780
|
)
|
|
Total Liabilities and Stockholders' (Deficit)
|
|
$
|
207
|
|
|
$
|
(207
|
)
|
|
$
|
-
|
|
MAJIC WHEELS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
The following table reconciles the Company’s statement of operations for the nine months ended September 30, 2010 as previously reported to the restated amounts:
|
STATEMENT OF OPERATIONS
|
|
|
|
|
Nine Months Ended September 30, 2010
|
|
|
|
|
As Originally
|
|
|
|
|
|
As
|
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
General and administrative-
|
|
|
|
|
|
|
|
|
|
|
Salaries & Benefits
|
|
$
|
91,000
|
|
|
|
86,232
|
|
|
$
|
177,232
|
|
|
Professional fees
|
|
|
37,227
|
|
|
|
55,126
|
|
|
|
92,353
|
|
|
Amortization expense
|
|
|
7,089
|
|
|
|
(7,089
|
)
|
|
|
-
|
|
|
Selling, general and administrative expenses
|
|
|
5,307
|
|
|
|
46,102
|
|
|
|
51,409
|
|
|
Total operating expenses
|
|
|
140,623
|
|
|
|
180,371
|
|
|
|
320,994
|
|
|
Loss from Operations
|
|
|
(140,623
|
)
|
|
|
(180,371
|
)
|
|
|
(320,994
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal of intangible assets
|
|
|
(26,965
|
)
|
|
|
26,965
|
|
|
|
-
|
|
|
Interest expense
|
|
|
-
|
|
|
|
(12,458
|
)
|
|
|
(12,458
|
)
|
|
Loss on derivative liability
|
|
|
-
|
|
|
|
(497,574
|
)
|
|
|
(497,574
|
)
|
|
Net Loss
|
|
|
(167,588
|
)
|
|
|
(663,438
|
)
|
|
|
(831,026
|
)
|
|
(Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) per common share - Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
|
|
|
$
|
(0.01
|
)
|
|
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
|
|
|
113,369,963
|
|
|
|
|
|
|
|
113,025,641
|
|
The following table reconciles the Company’s statement of cash flows for the nine months ended September 30, 2010 as previously reported to the restated amounts:
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
Nine Months Ended September 30, 2010
|
|
|
|
|
As Originally
|
|
|
|
|
|
As
|
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
$
|
(167,588
|
)
|
|
$
|
(663,438
|
)
|
|
$
|
(831,026
|
)
|
|
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount
|
|
|
|
|
|
|
6,045
|
|
|
|
6,045
|
|
|
Amortization
|
|
|
7,089
|
|
|
|
(7,089
|
)
|
|
|
-
|
|
|
Loss on disposal of intangible assets
|
|
|
26,965
|
|
|
|
(26,965
|
)
|
|
|
-
|
|
|
Loss on derivative
|
|
|
|
|
|
|
497,574
|
|
|
|
497,574
|
|
MAJIC WHEELS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
|
Changes in net liabilities-
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(3,500
|
)
|
|
|
(100
|
)
|
|
|
(3,600
|
)
|
|
Accrued liabilities
|
|
|
(4,678
|
)
|
|
|
144,918
|
|
|
|
140,240
|
|
|
Net Cash (Used in) Operating Activities
|
|
|
(141,712
|
)
|
|
|
(49,055
|
)
|
|
|
(190,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of common stock
|
|
|
118,000
|
|
|
|
-
|
|
|
|
118,000
|
|
|
Net proceeds from promissory notes
|
|
|
-
|
|
|
|
49,048
|
|
|
|
49,048
|
|
|
Net proceeds from related party debt
|
|
|
23,200
|
|
|
|
(200
|
)
|
|
|
23,000
|
|
|
Net Cash Provided by Financing Activities
|
|
|
141,200
|
|
|
|
48,848
|
|
|
|
190,048
|
|
|
Net Increase (Decrease) in Cash
|
|
|
(512
|
)
|
|
|
(207
|
)
|
|
|
(719
|
)
|
|
Cash - Beginning of Period
|
|
|
719
|
|
|
|
-
|
|
|
|
719
|
|
|
Cash - End of Period
|
|
$
|
207
|
|
|
$
|
(207
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(4) Promissory Notes
In 2010, the Company issued three promissory notes to a third party as payment for reimbursement of expenses incurred on behalf of the Company in 2010 and one promissory note to the same third party as payment for accrued consulting fees. The total of these notes was $189,340, the notes accrue interest at 20%, and all are payable on demand.
For the nine months ended September 30, 2011, the Company issued three promissory notes totaling $80,294 to a third party as payment for reimbursement of expenses incurred on behalf of the Company. The notes accrue interest at 20% and are payable on demand.
(5) Convertible Debt and Derivative liability
In August 2010, the Company issued a $120,695 convertible debenture in settlement of a debt that was owed to a former related party that was assigned to a third party in July 2010.
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.
MAJIC WHEELS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011 AND 2010
UNAUDITED
The Company analyzed 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 a fair value of $857,254 of the embedded derivative.
The Company determined the fair value of the embedded debt derivative as of December 31, 2010 to be $290,761.
The Company revalued the embedded derivative as of September 30, 2011. 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
|
|
|
315.91
|
%
|
|
Risk free rate
|
|
|
0.1
|
%
|
The Company determined the fair value of the embedded debt derivative as of September 30, 2011 to be $539,235. The increase was charged to current period operations as a loss on derivative.
During the nine months ended September 30, 2011, the Company amortized debt discount of $5,613 to current period operations as interest expense.
Summary of the convertible debenture at September 30, 2011 is as follows:
|
Convertible debenture
|
|
$
|
120,695
|
|
|
Less unamortized debt discount
|
|
|
(108,787
|
)
|
|
Net
|
|
|
11,908
|
|
|
|
|
|
|
|
|
Current portion:
|
|
$
|
11,908
|
|
|
Long term portion:
|
|
$
|
-
|
|
The following table summarizes the derivative liabilities included in the balance sheet:
|
Balance at December 31, 2010
|
|
$
|
290,761
|
|
|
Change in fair value
|
|
|
248,474
|
|
|
Balance as of September 30, 2011
|
|
|
539,235
|
|
|
|
|
|
|
|
(6) Subsequent Events
On November 16, 2011, the Company was approved the Certificate of Amendment to the Certificate of Incorporation of the Company, pursuant to which the Company increase the authorized capital of the Company to a total of 5,010,000,000 consisting of 5,000,000,000 shares of common stock with a par value of $0.0001 per share and 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The stockholders actions are anticipated to be effective on or about December 14, 2011.
PART I
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
As used in this quarterly report on Form 10-Q (this “Report”), references to the “Company,” the “Registrant,” “we,” “our,” “us” or “Majic Wheels” refer to Majic Wheels Corp., unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements and related notes thereto, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
For a description of such risks and uncertainties, refer to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 22, 2011. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Overview and Plan of Operation
We 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 been limited to organizational and capital formation matters.
On June 20, 2007, we 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, we received $800 as full payment for the stock subscriptions receivable.
In addition, in 2007, we 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, we commenced the offering of its registered securities. In April 2008, we completed and closed the offering by selling a total of 20,000,000 (post forward stock split) registered shares of its common stock, par value of $0.0001 per share, at an offering price of $0.00825 per share, for total proceeds of $144,481, net of deferred offering costs of $20,000.
On July 14, 2008, we declared a 5-for-1 forward stock split of our issued and outstanding common stock to the holders of record on that date. Such forward stock split was effective as of July 15, 2008. On March 2, 2009, we declared a 2-for-1 forward stock split of our issued and outstanding common stock to the holders of record on that date. 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 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.
We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose.
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.
Results of Operations
For the three months ended September 30, 2011 as compared to the three months ended September 30, 2010
The following discussion should be read in conjunction with the condensed financial statements and in conjunction with the Company's Form 10-K for the year ending December 31, 2010. Results for interim periods may not be indicative of results for the full year.
Revenues
The Company is in its development stage and did not generate any revenues for the three months ended September 30, 2011.
Total operating expenses
During the three months ended September 30, 2011 and 2010, total operating expenses were $179,258 and $254,011, respectively. The slight decrease in the general and administrative expenses was due to an increase in salary expense offset by a decrease in professional fees.
Other income (expense)
During the three months ended September 30, 2011 and 2010, total other income (expenses) were $123,621 and ($510,033), respectively. In the three months ended September 30, 2011, the change in the value of the derivative liability caused a gain as compared with a loss in the three months ended September 30, 2010.
Net loss
During the three months ended September 30, 2011 and 2010, the net loss was $55,637 and $764,044 respectively.
For the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010
Revenues
The Company is in its development stage and did not generate any revenues for the nine months ended September 30, 2011.
Total operating expenses
During the nine months ended September 30, 2011 and 2010, total operating expenses were $510,819 and $320,994, respectively. The increase in the general and administrative expenses was primarily the result of officers’ compensation expense.
Other expense
During the nine months ended September 30, 2011 and 2010, total other expenses were $304,301 and $510,032, respectively. The change in the value of the derivative liability was higher in the nine months ended September 30, 2010 as compared with September 30, 2011.
Net loss
During the nine months ended September 30, 2011 and 2010, the net loss was $815,120 and $831,026 respectively.
Going Concern Consideration
The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $815,120 for the nine months ended September 30, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development of a waste management business that will generate sufficient revenues to sustain the operations of the Company.
Liquidity and Capital Resources
As of September 30, 2011 and December 31, 2010, we had $0 in cash. Our cumulative net loss since inception is $1,719,174, which is comprised entirely of general and administrative, research and development, and debt-related expenses.
The Company does not believe that its cash resources will be sufficient to fund its expenses over the next 12 months. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4(T).
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Changes In internal Control Over Financial Reporting.
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.15d-15 that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any Director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A.
Risk Factors
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Use of Proceeds
None
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
(Removed and Reserved).
Item 5.
Other Information.
None
Item 6.
Exhibits
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Exhibit No.
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Description
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31.1
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Rule 13a-14(a)/15d14(a) Certifications of Denise S. Houghtaling, Chief Executive Officer, Chief Financial Officer and Director(attached hereto)
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32.1
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Section 1350 Certifications of Denise S. Houghtaling, Chief Executive Officer, Chief Financial Officer and Director(attached hereto)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MAJIC WHEELS CORP.
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Dated: January 26, 2012
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By:
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/s/ Denise S. Houghtaling
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Name:
Denise S. Houghtaling
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Title:
Chief Executive Officer, Chief
Financial Officer and Director (Principal
Executive, Financial and Accounting Officer)
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Majic Wheels (CE) (USOTC:MJWL)
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