U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                        FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                           OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
______________

                           COMMISSION FILE NUMBER: 000-28083

                              THE MAJESTIC COMPANIES, LTD.
              (Exact name of registrant as specified in its charter)

              Nevada                                       88-0293171
(State or jurisdiction of incorporation                  (I.R.S. Employer
            or organization)                            Identification No.)

   8880 Rio San Diego Road, 8th Floor, San Diego, California         92108
          (Address of principal executive offices)                (Zip Code)

                  Registrant's telephone number:  (619) 209-6077

        Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act: Common
                         Stock, $0.001 Par Value

     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) been subject to such filing requirements for the past 90 days.
Yes    X       No     .

     As of November 12, 2001, the Registrant had 199,850,000 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No  X.

                                  TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                         PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              CONDENSED CONSOLIDATED BALANCE SHEET AS OF
              SEPTEMBER 30, 2001                                          3

              CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
              FOR THE  NINE MONTHS ENDED
              SEPTEMBER 30, 2001 AND 2000                                 4

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED
              SEPTEMBER 30, 2001 AND 2000                                 5

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                        10

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                          14

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                  15

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                            15

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        16

     ITEM 5.  OTHER INFORMATION                                          16

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                           16

SIGNATURE                                                                16

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                          THE MAJESTIC COMPANIES, LTD.
                CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

                                    ASSETS
                                                               SEPTEMBER 30
                                                                    2001

Current Assets:
  Cash and Equivalents                                         $    248,404
  Accounts Receivable-net of allowance                               70,584
  Deposits and Other Prepaid Expenses                                60,944
  Inventory, at Cost                                                530,162
        Total Current Assets                                        910,095

Property and Equipment                                              301,656
  Accumulated Depreciation                                         (109,513)
        Net Property and Equipment                                  192,143

Other Assets                                                        151,881
  Amortization                                                      (69,507)
        Net Other Assets                                             82,374
Total Assets                                                   $  1,184,611

              LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:
  Current Maturities of Long Term Debt                         $    312,529
  Accounts Payable and Accrued Liabilities                        1,099,754
  Customer Deposits                                                 892,868
         Total Current Liabilities                                2,305,151
Long Term Debt, Less Current Maturities                             370,286
Deficiency in Stockholders' Equity:
Convertible Preferred Stock, Par Value, $.001 per share
 2,000,000 shares authorized; none issued at
 September 30, 2001                                                       -
Common Stock, Par Value $.001 per Share:
 200,000,000 shares authorized; 191,290,047  issued
 At September 30, 2001                                              191,290
 Additional Paid-In Capital                                      12,871,198
Accumulated Deficit                                             (14,553,314)
Deficiency in Stockholders' Equity                               (1,490,826)

Total Liabilities and Equity                                      1,184,611

        See Accompanying Notes to Consolidated  Financial Statements

                            THE MAJESTIC COMPANIES
                       CONSOLIDATED STATEMENTS OF LOSSES
                                   (Unaudited)

                                 Three Months                Nine Months
                                     Ended                     Ended
                                    Sep 30                    Sep 30
                               2001        2000          2001         2000

Net Sales                     $   17,321   $    70,077   $  60,339  $   90,201
Cost of Goods Sold                     -       212,087           -     212,087
Gross Profit                      17,321      (142,010)     60,339    (121,886)

Research and Development          18,143         9,326      48,571      90,245
Sales and Marketing              182,016        38,395     274,721      90,152
General and Administrative       209,669     1,253,677     981,670   2,893,778
Depreciation & Amortization        5,570         5,800      13,424      22,211
                                 415,398     1,307,198   1,318,386   3,096,386

Operating Loss                  (398,077)   (1,449,208) (1,258,047) (3,218,272)

Interest Expense                   9,034         9,637      92,869      47,229
Loss Continuing Operations,
Before Income Taxes and
Discontinued Operations         (407,111)   (1,458,845) (1,350,916) (3,265,501)
Income (taxes) Benefit                 -             -           -           -
Loss From Continuing
Operations, before
Discontinued Operations         (407,111)   (1,458,845) (1,350,916) (3,265,501)
Loss from Discontinued-
Operations                       (54,313)     (308,399)   (551,930)   (806,436)

Net Loss                        (461,426)   (1,767,247) (1,902,846) (4,071,937)

Loss Per Common Share
(Basic and Assuming Dilution)      (0.00)        (0.03)      (0.01)      (0.12)
Continuing Operations              (0.00)        (0.03)      (0.01)      (0.09)
Discontinuing Operations           (0.00)        (0.00)      (0.00)      (0.03)
Weighted Average Common      169,984,046    51,301,397  135,047,360 135,230,355

           See Accompanying Notes to Consolidated Financial Statements

                          THE MAJESTIC COMPANIES, LTD.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Nine Months Ended
                                                              Sep 30
                                                       2001          2000

Increase (Decrease) in Cash and Equivalents
Cash Flows from Operating Activities:
 Net Loss for the Period From Continuing Operations  $(1,350,916) $(3,265,501)
 Adjustments to Reconcile Net (Loss) to
 Net Cash Provided By Operating Activities:
 Net Loss for the Period From Discontinued
 Operations                                             (551,930)    (806,436)
 Common Stock Issued in Connection with
  Services Rendered                                      433,818    3,189,705
 Common Stock Issued in Exchange for Debt                191,195
 Depreciation and Amortization                            51,313       71,841
 (Increase) Decrease in:
 Accounts Receivables                                    (17,752)    (126,751)
 Prepaid Expenses and Other                              105,691     (822,961)
 Inventory                                               201,874     (633,759)
 Other Assets                                            (58,753)
 Increase(Decrease) in:
 Accounts Payable and Accrued Expenses, net             (209,077)       4,113
 Customers Deposits                                      140,343      508,781

  Net Cash Used in Operating Activities               (1,064,194)  (1,880,968)

Cash Flows from Investing Activities:
 Capital Expenditures, Net of Disposals                   (3,687)      (8,044)

  Net Cash Used in Investing Activities                   (3,687)      (8,044)

Cash Flows from Financing Activities:
 Proceeds from Sale of Common Stock, Net of Costs              -            -
 Proceeds from Loans, Net                              1,431,720    3,188,022
 Repayments of Loans, Net                               (152,123)  (1,288,404)

 Net Cash, Provided by Financing Activities            1,279,597    1,899,618

Net Increase (Decrease) in Cash and Equivalents          211,716       10,606
Cash and Equivalents at Beginning of  Period              36,688        4,970

Cash and Equivalents at End of Period                 $  248,404   $   15,576

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for Interest              $   18,686   $   62,196
Common Stock Issued for Services                         433,818    3,189,705
Cash  During the Period For Taxes
Noncash Financing Activities:
Issuance of Common Stock In Exchange
for Debt                                                 191,195            -
Common Stock Subscription Receivable                           -            -
Debentures Exchanged for Common Stock                  1,804,949            -

        See Accompanying Notes to Consolidated   Financial Statements

                        THE MAJESTIC COMPANIES, LTD.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB, and
therefore, do not include all the information necessary for a fair
presentation of financial position, results of operations and cash
flows in conformity with generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included.  Operating results for the nine month period ended
September 30, 2001 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2001.  The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes
thereto included in the Registrant's December 31, 2000 Annual Report on
Form 10-KSB.

Basis of Presentation

The consolidated financial statements include the accounts of the
Registrant, and its wholly-owned subsidiaries, Majestic Modular
Buildings, Ltd., Majestic Financial, Ltd., and Majestic Safe-T-
Products, Ltd. (formerly Majestic Transportation Products, Ltd.).
Significant intercompany transactions have been eliminated in
consolidation.

Discontinued Operations

In October 2001, the Company signed a binding letter of intent to sell
its Majestic  Modular segment to Global Foods Online, Inc. for
approximately $6,000,000, comprised as follows:

     Assumption of Majestic Modular debt                  $   1,000,000
     Issuance of Note Payable to Company                      1,300,000
     Issuance of Global Foods Online , Inc.
     common stock                                             3,700,000

                                                          $    6,000000

The Majestic Modular Buildings segment is accounted for as a
discontinued operation, and accordingly, amounts in the financial
statements, and related notes for all periods shown have been restated
to reflect discontinued operations accounting.  Summarized results of
the discontinued business are shown separately as discontinued
operations in the accompanying consolidated financial statements.  The
investment in discontinued operations is primarily comprised of
accounts receivable, inventory, fixed assets, net of liabilities.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. ("FAS") 141, "Business
Combinations" ("FAS 141") and FAS 142, "Goodwill and Other Intangible
Assets" ("FAS 142"). FAS 141 addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a
business combination. FAS 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business
combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other
intangibles subsequent to their acquisition. These standards require
all future business combinations to be accounted for using the purchase
method of accounting. Goodwill will no longer be amortized but instead
will be subject to impairment tests at least annually. The Company is
required to adopt FAS 141 and FAS 142 on a prospective basis as of
January 1, 2002; however, certain provisions of these new standards may
also apply to any acquisitions concluded subsequent to June 30, 2001.
As a result of implementing these new standards, the Company will
discontinue the amortization of goodwill as of December 31, 2001. The
Company does not believe that the adoption of FAS 144 will have a
material impact on its consolidated financial statements

In October 2001, the Financial Accounting Standards Board issued FAS
144,"Accounting for the Impairment or Disposal of Long-Lived Assets"
("FAS 144").FAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement
supersedes FAS 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" ("FAS 121") and related
literature and establishes a single accounting model, based on the
framework established in FAS 121, for long-lived assets to be disposed
of by sale. The Company is required to adopt FAS 144 no later than
January 1, 2002. The Company does not believe that the adoption of FAS
144 will have a material impact on its consolidated financial statements.

Segment Information

During 2001 and 2000, the Registrant operated in three reportable
segments: Majestic Modular, Majestic Financial and Majestic Safe-T-
Products. The Registrant's three reportable segments are managed
separately based on fundamental differences in their operations.

Majestic Modular develops, manufactures and markets re-locatable
modular classrooms, offices, office buildings, telephone equipment
bunkers and modular structures. Majestic Modular's customers are
primarily in the State of California. The Company entered into a
binding letter of intent to sell Majestic Modular and the segment has
been accounted for as a discontinued operation in the accompanying
consolidated financial statements.

Majestic Financial originates and services modular building leases.
Majestic Financial's customers are primarily in the State of
California. Operations for this subsidiary were substantially reduced
in the year 2000.

Majestic Safe-T-Products, Ltd., is developing and marketing a
proprietary passenger restraint system and an undercarriage guard
device for the school bus industry.  While Majestic Safe-T-Products is
in the developmental stage and has not reported sales from its
inception, the Registrant believes its products will be sold to
customers throughout North America.

Segment operating income is total segment revenue reduced by operating
expenses identifiable with that business segment.  Corporate includes
general corporate administrative costs.

The Registrant evaluates performance and allocates resources based upon
operating income.  The accounting policies of the reportable segments
are the same as those described in the summary of accounting policies.
There are no inter-segment sales.

                        THE MAJESTIC COMPANIES, LTD.
                             INDUSTRY SEGMENTS
                                 (Unaudited)

                                 Three Months                Nine Months
                                     Ended                     Ended
                                    Sep 30                    Sep 30
                               2001        2000          2001         2000

Net Sales to External
Customers

Leases                       $   10,037   $   70,038    $   30,113   $   90,113
Transportation                    1,194            -         1,194            -
All Other, net                    6,090           39        29,032           88

Total Sales to External
Customers                        17,321      70,077        60,339        90,201

Segment Operating
Income (Loss)

Leases                           10,038    (143,372)       29,983     (132,119)
Transportation                  (59,133)   (101,594)     (146,540)    (189,097)
All Other                      (348,982) (1,204,242)   (1,141,490)  (2,897,056)

Total Segment
Operating (Loss)               (398,077) $(1,449,208)  $(1,258,047) $(3,218,272)

                        THE MAJESTIC COMPANIES, LTD.
                             INDUSTRY SEGMENTS
                                 (Unaudited)
                                 (continued)

Assets:                                                2001
                                                      Sep 30

Modular Buildings                                     802,710
Leases                                                      -
Transportation                                        337,179
Corporate Assets not Assigned to Units                 44,722

Total Consolidated Assets                          $1,184,611

Capital Expeditures:                               Nine Months Ended
                                                     September 30,
                                                   2001          2000

Modular Buildings                                     -             -
Leases                                                -             -
Transportation                                        -             -
Corporate                                         3,687         8,044

Total Capital Expenditures                        3,687         8,044

Depreciation &Amortization                         Nine Months Ended
                                                      September 30,
                                                   2001          2000

Modular Buildings                                     -             -
Leases                                                -         9,181
Transportation                                   10,457         8,942
Corporate                                        40,856        53,718

Depreciation & Amortization                      51,313        71,841

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with the
Registrant's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Form 10-QSB.

Description of Registrant.

     The Registrant is a holding company that operates a group of
wholly-owned subsidiaries involved in the manufacture and distribution
of re-locatable modular buildings, the acquisition and lease of modular
buildings and the development and marketing of a school bus safety
restraint device known as the SAFE-T-BART.  A complete description of
the subsidiaries is included in the Registrant's December 31, 2000
Annual Report on Form 10-KSB.

Results Of Operations.

(a)  Nine Months Ended September 30, 2001 and 2000

     (1)  Net Sales.  Net sale for the nine months ended September 30,
     2001 were $60,339, a decrease of 33%, versus $90,201 from the same
     period in 2000.  Lease division sales for the first nine months of
     2001 equaled sales for the same period ending in 2000 at $30,113.
     An additional one time sale of $60,000  from Lease division units
     in 2000 made up the balance of 2000 sales.  The balance of
     $29,033 in sales for the first nine months ended September 30,
     2001 is comprised of miscellaneous income at the corporate level.

     (2)  Cost of Sales.  There were no cost of the sales for the nine
     months ended September 30, 2001 compared to $212,087 for the same
     period ended 2000.  The cost of sales in 2000 were attributable to
     the costs involved in Lease division fleet operations..

     (3)  Research and Development.  Research and Development expenses
     for the  nine month period ending September 30, 2001 totaled
     $48,571, a forty-six percent decrease from $90,245 in the same
     period ending 2000.  The decrease is indicative of reduced
     consulting fees related to ongoing development projects in the
     transportation division at the beginning of 2001.

     (4)  Selling and Marketing.  Selling and marketing expenses
     increased three-fold to $274,721 for the nine month period ending
     September 30, 2001 as compared to $90,152 in the same period 2000.
     These expenses were primarily made up of additional corporate and
     transportation marketing activities such as advertising, seminars,
     conferences and marketing services.

     (5)  General and Administrative.  General and Administrative
     expenses decreased sixty-six percent from $2,893,778 for the nine
     month period ending September 30, 2000 to $981,670 for the same
     period in 2001.  The large decrease in general expenses in 2001 is
     largely attributable to a reduction in consulting fees paid for in
     shares in 2000.

     (6)  Other Expenses.  Other expenses for depreciation decreased
     forty-percent to $13,424 for the nine month period ending
     September 30, 2001 from $22,211 for the same period ending 2000.
     Interest expense increased ninety-six percent from $47,229 for the
     nine month period ending September 30, 2000 to $92,869 in the same
     period 2001.  The increase is indicative of the Registrant's costs
     associated with proceeds from debt financing in 2000 and 2001.

(b)  Three Months Ended September 30, 2001 and 2000.

     Net Sales.  Net sales based on completed contracts for the
three months ended September 30, 2001 were $17,321, a seventy-five
percent decrease  from $70,077 in the same period 2000. In the
three month period ending 2000 Lease division posted one time net
sales of $60,000 from the sale of its lease fleet. The lease
division also accounted for $10,037 in 2001 sales, which were
recognized from sales received from previous customer deposits.
The balance of 2001 $7,284 sales resulted from miscellaneous
division operations.

     Cost of Sales.  There were no cost of sales in the three
month period ending September 30, 2001 compared to $212,087 for
the same period ending in 2000. Cost of sales in 2000 were a
result of Lease division one time costs involving fleet sales.

     Research and Development.  Research and development expenses
increased to $18,143 for the quarter ended September 30, 2001 from
$9,326 for the same period in 2000.  The increase was primarily a
result of continual development of the SAFE-T-BART and the SAFE-T-GARD.

     Selling and Marketing.  Selling and marketing expenses
increased to $182,016 for the period ending September 30, 2001,
from $38,395 for the same period ending in 2000.  These expenses
are comprised primarily of corporate and Majestic Safe-T-Products
marketing activities.

     General and Administrative.  General and Administrative
expenses decreased from $1,253,677 for the period ending September
30, 2000 to $209,669 for the same period ending 2001; a reduction
of $1,044,008 for the same period in 2001.  General and
Administrative expenses were larger in 2000 due to corporate
consulting and legal fees paid for in shares.  These expenses were
no longer incurred in the current period.

     Other Expenses.  Other expenses for depreciation decreased to
5,570 for the  three month period ending September 30, 2001, from
$5,800 for the same period ending in 2000.  Interest expenses
decreased from $9,637 in 2000 to $9,034 for the same three month
period ending September 30, 2001.

Liquidity And Capital Resources.

As of September 30, 2001, the Registrant had a working capital deficit
of $1,395,056 compared to a deficit of $1,449,523 at December 31, 2000,
a decrease in working capital deficit of $54,467.  The decrease in
working capital deficit was primarily due to the Registrant increase in
cash and equivalents and a decrease in accounts payable as of September
30, 2001.  As a result of the Registrant's operating losses during the
nine months ended September 30, 2001, the Registrant generated a cash
flow deficit of $1,064,194 from operating activities.  During the nine
months ended September 30, 2001 the Registrant repaid $152,123 of
previously borrowed funds.

The Registrant met its cash requirements during the nine months ended
September 30, 2001 by drawing on a debenture line of credit. The
$2,000,000 equity line of credit is backed by four-percent convertible
debentures. The funds were used for working capital purposes.  The line
of credit is structured whereby the Registrant can request advances
from the investor in exchange for four-percent convertible debentures
that are convertible into the Registrant's common stock.   The exchange
rate for this conversion will be equal to eighty-percent of the average
closing bid price for any four of the five trading days immediately
preceding the date of conversion.

While the Registrant has raised capital to meet its working capital and
financing needs in the past, additional financing is required in order
to meet the Registrant's current and projected cash flow deficits from
operations.  As previously mentioned the Registrant has obtained
financing in the form of equity in order to provide the necessary
working capital.  The Registrant currently has no other commitments for
financing.  There are no assurances the Registrant will be successful
in raising the funds required.

The Registrant has issued shares of its common stock from time to time
in the past to satisfy certain obligations, and expects in the future
to also acquire certain services, satisfy indebtedness and/or make
acquisitions utilizing authorized shares of the capital stock of the
Registrant.

The independent auditors report on the Company's December 31, 2000
financial statements included in the Company's Annual Report on Form
10KSB states that the Company's recurring losses and default under its
debt obligations raise substantial doubts about the Company's ability
to continue as a going concern.

Forward Looking Statements.

     The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of the
Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act
of 1934, as amended, including statements regarding, among other items,
the Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates.  The words
"believe," "expect," "anticipate," "intends," "forecast," "project,"
and similar expressions identify forward-looking statements.  These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and uncertainties,
certain of which are beyond the Registrant's control.  Actual events
may differ materially from those anticipated in the forward-looking
statements.  Important risks that may cause such a difference include:
general domestic and international economic business conditions,
increased competition in the Registrant's markets and products.   Other
factors may include availability and terms of capital, and/or increases
in operating and supply costs.  Market acceptance of existing and new
products, rapid technological changes, availability of qualified
personnel also could be factors.  Changes in the Registrant's business
strategies and development plans, and changes in government regulation
could adversely affect the Registrant.  Although the Registrant
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be
inaccurate.  There can be no assurance that the forward-looking
statements included in this filing will prove to be accurate.  In light
of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should
not be regarded as a representation by the Registrant that its
objectives and expectations will be achieved.  The Registrant disclaims
any intent or obligation to update "forward looking statements."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

(a)  On or around July 28, 2000, Clovis Unified School District filed
suit in the Superior Court of the State of California, County of Fresno
(Case No. 656326-6) against Majestic Modular Buildings, Ltd., The
Majestic Companies, Ltd. and Frontier Pacific Insurance Company for
alleged breach of contract, seeking $300,000 in damages.  The
Registrant was not a party to this contract and therefore is seeking
removal as a party to this litigation.  Frontier Pacific has since
cross-complained against Majestic Modular Buildings, Ltd.  The
Registrant has answered this complaint.  The Registrant is unable at
this time to express an opinion as to the probable outcome of this
matter, but intends to defend this matter vigorously.

(b)  On or around November 9, 2000, Skidmore Construction Company filed
suit in the Superior Court of the Sate of California, County of Los
Angeles (Case No. MC 012070) against Majestic Modular Buildings, Ltd.,
for alleged breach of contract, seeking $120,000 in damages.  The
Registrant has answered this complaint.  The Registrant is unable at
this time to express an opinion as to the probable outcome of this
matter, but intends to defend this matter vigorously.

(c)  On or around January 25, 2001, Eastside Union School District filed
suit in the Superior Court of the Sate of California, County of Los
Angeles (Case No. MC 012292) against Majestic Modular Buildings, Ltd.,
and The Majestic Companies, Ltd. for alleged breach of contract,
seeking $287,000 in damages.  The Majestic Companies, Ltd. was not a
party to this contract and therefore is seeking removal as a party to
this litigation.  The Registrant has answered this complaint.  The
Registrant is unable at this time to express an opinion as to the
probable outcome of this matter, but intends to defend this matter
vigorously.

(d)  On or around March 16, 2001, Taylor Ball of California, Inc. suit
in the Superior Court of the State of California, County of San Diego
(Case No. GIC 764033) against Majestic Modular Buildings, Ltd., for
alleged breach of contract, seeking $626,866. in damages.  The
Registrant has answered this complaint.  The Registrant is unable at
this time to express an opinion as to the probable outcome of this
matter, but intends to defend this matter vigorously.

(e)  On or around May 30, 2001, Amelco Construction, a Division of
Amelco Industries, Inc., a California corporation, filed suit in the
Superior Court of the State of California, County of San Diego (Case
No. GIC 768146) against Majestic Modular Buildings, Ltd., for alleged
breach of contract, seeking $532,000 in damages.  The Registrant has
answered this complaint.  The Registrant is unable at this time to
express an opinion as to the probable outcome of this matter, but
intends to defend this matter vigorously.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

     The Registrant issued 300,000 restricted common shares to a non-
officer, non-director employee during the nine month period ending
September 30, 2001 as part of compensation. This issuance is considered
exempt from registration by reason of Section 4(2) of the Securities
Act of 1933.

Use of Proceeds.

     On June 8, 2000, the Registrant closed on a private placement
funding with investors represented by May Davis Group, Inc., a
registered investment banking firm.  The Registrant issued $520,000
principal amount, 4% coupon convertible debentures due in 2005.  These
debentures were placed with a total of 11 investors, all of which are
accredited.  This firm received a placement fee and certain warrants in
connection with these transactions.

     Also, on June 8, 2000 the Registrant entered into a $2,000,000
equity line of credit agreement with an institutional investor, GMF
Holdings, arranged through the placing agent, May Davis Group, Inc.
This line of credit is structured whereby the Registrant can request
advances from the investor in exchange for 4% debentures that are then
convertible into the  Registrant's common stock at an exchange rate
equal to 80% of the average closing bid price (as reported by
Bloomberg) of the Registrant's common stock for any four (4) of the
five (5) trading days immediately preceding the date of conversion.

     On July 24, 2000, the Registrant filed a Form SB-2 with the SEC
under Rule 415 (self offering) to register an aggregate amount of
120,000,000 shares of common stock (aggregate offering price of
$18,600,000 under Rule 457(c)).  This offering is to be used primarily
for consulting services and acquisitions by the Registrant, and
commenced on the effective date of this registration statement (August
23, 2000 - File No. 333-42130).  However, shares of common stock under
this offering were used for the registration of shares underlying the
debentures sold, as well as the line of credit.

     As of September 30, 2001, a portion of the debentures had been
converted into common stock of the Registrant under the  Form SB-2 in
the amount of 25,320,699 shares.  In addition, as of the same date,
total draws in the amount of $1,875,000 have been taken under the line
of credit,  resulting in the issuance of 84,242,651 shares of common
stock under this Form SB-2.  The expenses involved with this offering
to date have been approximately $197,926 (which includes a 10%
commission on the draws under the line of credit, payable to May Davis
Group, Inc.).  The net cash proceeds from this offering (gross proceeds
of $1,875,000 less offering expenses) of $1,730,844 have been used for
working capital for the Registrant.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     During July 2000, the Registrant sought and obtained the written
consent of a majority of its issued and outstanding common stock for an
increase in the authorized common stock of the Registrant in its
Articles of Incorporation from 50,000,000 to 200,000,000.  An
Information Statement pursuant to Rule 14c-2 under the Securities
Exchange Act of 1934, filed with the Securities and Exchange Commission
on August 3, 2000, was provided to the holders of record at the close
of business on July 1, 2000 of the Registrant's outstanding common from
whom a consent for this action was not solicited on behalf of the Registrant.

     There were no submission of matters requiring a vote of security
holders during the nine month period ending September 30, 2001.

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Reports on Form 8-K.  No reports on Form 8-K were filed
during the three month period covered by this Form 10-QSB.

(b)  Exhibits.  Exhibits included or incorporated by
reference herein: See Exhibit Index.

                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                           The Majestic Companies, Ltd.


Dated:  November 13, 2001                  By: /s/  Francis A. Zubrowski
                                           Francis A. Zubrowski, Chief-
                                           Executive Officer

                                   EXHIBIT INDEX

Exhibit No.                   Description

2.1   Agreement and Plan of Merger between Skytex International,
      Inc., and The Majestic Companies, Ltd., dated October 8, 1998
      (incorporated by reference to Exhibit 8.1 to the Form 10-SB/A
      filed on February 8, 2000).

2.2   First Amendment to Agreement and Plan of Merger between
      Skytex International, Inc., and The Majestic Companies, Ltd.,
      dated December 10,1998 (incorporated by reference to Exhibit 8.2 to the
      Form 10-SB/A filed on February 8, 2000).

2.3   Articles of Merger of Domestic and Foreign Corporations  into Skytex
      International, Inc., dated November 3, 1998 (incorporated by
      reference to Exhibit 8.4 to the Form 10-SB/A filed on
      February 8, 2000).

2.4   State of Delaware Certificate of Merger of Domestic Corporation and
      Foreign Corporation, dated December 16, 1998 (incorporated by
      reference to Exhibit 8.3 to the Form 10-SB/A filed on
      February 8, 2000).

3.1   Articles of Incorporation, including all amendments thereto
      (incorporated by reference to Exhibit 2.1 to the Form 10-SB/A
      filed on February 8, 2000).

3.2   Amended and Restated Bylaws (incorporated by reference to
      Exhibit 2.2 to the Form 10-SB/A filed on February 8, 2000).

4.1   Warrants to purchase 100,000 shares of the Registrant, owned
      by Margaret C. Hubard expiring August 27, 2001 and executed
      on August 27, 1999 (incorporated by reference to Exhibit 6.16
      to the Form 10-SB/A filed on February 8, 2000).

4.2   Form of Securities Purchase Agreement between the Registrant
      and investors (incorporated by reference to Exhibit 4.2 to
      the Form SB-2 filed on July 24, 2000).

4.3   Form of Subordinated Convertible Debenture issued by the
      Registrant to investors (incorporated by reference to Exhibit
      4.4 to the Form SB-2 filed on July 24, 2000).

4.4   Form of Subordinated Convertible Debenture issued by the
      Registrant to GMF Holdings (incorporated by reference to
      Exhibit 4.4 to the Form SB-2 filed on July 24, 2000).

4.5   Form of Registration Rights Agreement between the Registrant
      and investors (incorporated by reference to Exhibit 4.5 to
      the Form SB-2 filed on July 24, 2000).

4.6   Warrant to Purchase Common Stock issued by the Registrant to
      May Davis Group, Inc. and its designees (incorporated by
      reference to Exhibit 4.6 to the Form SB-2 filed on July 24, 2000).

4.7   Line of Credit Agreement between the Registrant, May Davis
      Group, Inc., and GMF Holdings, dated June 8, 2000
      (incorporated by reference to Exhibit 4.7 to the Form SB-2
      filed on July 24, 2000).

10.1  Office Lease between Majestic Motor Car Company, Ltd. and
      Mission Valley Business Center LLC, dated December 31, 1997
      (incorporated by reference to Exhibit 6.1 to the Form 10-SB/A
      filed on February 8, 2000).

10.2  Patent License Agreement between Majestic Motor Car Company,
      Ltd. and Adrian P. Corbett, dated February 20, 1998
      (incorporated by reference to Exhibit 6.12 to the Form 10-
      SB/A filed on February 8, 2000).

10.3  License Agreement dated April 22, 1998, between Majestic
      Modular Buildings, Ltd., Steven D. Rosenthal, and Cal-
      American Building Company, Inc., dated April 22, 1998
      (incorporated by reference to Exhibit 6.8 to the Form 10-SB/A
      filed on February 8, 2000).

10.4  Real Property Lease between Majestic Modular Buildings, Ltd.
      and Berberian Farms, dated May 1, 1998 (incorporated by
      reference to Exhibit 6.2 to the Form 10-SB/A filed on
      February 8, 2000).

10.5  Promissory Note payable from Skytex International, Inc. to
      Mei Wah Company, Inc., dated October 1, 1998 (incorporated by
      reference to Exhibit 6.13 to the Form 10-SB/A filed on
      February 8, 2000).

10.6  Employment Agreement between the Registrant and Francis A.
      Zubrowski, dated November 1, 1998 (incorporated by reference
      to Exhibit 6.5 to the Form 10-SB/A filed on February 8, 2000).

10.7  Assignment by Mei Wah Company, Inc. Note of $260,000 to Gail
      E. Bostwick, dated April 8, 1999 (incorporated by reference
      to Exhibit 6.6 to the Form 10-SB/A filed on February 8, 2000).

10.8  Security Agreement between the Registrant and Gail E.
      Bostwick, dated May 21, 1999 (incorporated by reference to
      Exhibit 6.7 to the Form 10-SB/A filed on February 8, 2000).

10.9  Agreement for a Funding Source between Majestic Modular
      Buildings, Ltd. and Rick Griffey, dated May 21, 1999
      (incorporated by reference to Exhibit 6.11 to the Form 10-
      SB/A filed on February 8, 2000).

10.10 Consulting Agreement between The Majestic Companies, Ltd. and
      Venture Consultants, LLC, dated May 28, 1999 (incorporated by
      reference to Exhibit 6.14 to the Form 10-SB/A filed on
      February 8, 2000).

10.11 Equipment Lease between Majestic Modular Buildings, Ltd.
      and Saddleback Financial, dated August 10, 1999 (incorporated
      by reference to Exhibit 6.3 to the Form 10-SB/A filed on
      February 8, 2000).

10.12 Disbursement Agreement between The Majestic Companies, Ltd.,
      Majestic Transportation Products, Ltd., and Margaret C.
      Hubard, dated August 26, 1999 (incorporated by reference to
      Exhibit 6.18 to the Form 10-SB/A filed on February 8, 2000).

10.13 Security Agreement between The Majestic Companies, Ltd.,
      Majestic Transportation Products, Ltd., and Margaret C.
      Hubard, August 26, 1999 (incorporated by reference to Exhibit
      6.17 to the Form 10-SB/A filed on February 8, 2000)

10.14 Promissory Note payable to Margaret C. Hubard by the
      Registrant and Majestic Transportation Products, Ltd., dated
      August 27, 1999 (incorporated by reference to Exhibit 6.9 to
      the Form 10-SB/A filed on February 8, 2000).

10.15 Lease/Purchase Agreement between the Registrant and A-Z
      Bus Sales, Inc., dated August 31, 1999 (incorporated by
      reference to Exhibit 6.4 to the Form 10-SB/A filed on
      February 8, 2000).

10.16 Investment Banking Services Agreement between the Registrant
      and NC Capital Markets, Inc. dated September 29, 1999
      (incorporated by reference to Exhibit 6.15 to the Form 10-
      SB/A filed on February 8, 2000).

10.17 Promissory Note between the Registrant and Francis A.
      Zubrowski, dated October 20, 1999 (incorporated by reference
      to Exhibit 6.19 to the Form 10-SB/A filed on February 8,  2000).

10.18 Consulting Services Agreement between the Registrant and
      Richard Nuthmann, dated  February 5, 2000 (incorporated by
      reference to Exhibit 10.18 of the Form 10-QSB filed on May 15, 2000).

10.19 Consulting Services Agreement between the Registrant and
      Robert Schuster, dated  February 8, 2000 (incorporated by
      reference to Exhibit 10.19 of the Form 10-QSB filed on May 15, 2000).

10.20 Consulting Services Agreement between the Registrant and
      Dominic Migliorini, dated February 15, 2000 (incorporated by
      reference to Exhibit 10.20 of the Form 10-QSB filed on May 15, 2000).

10.21 Escrow Agreement between the Registrant, May Davis Group,
      Inc., and First Union National Bank, dated June 8, 2000
      (incorporated by reference to Exhibit 10.21 to the Form SB-2
      filed on July 24, 2000).

10.22 Placement Agency Agreement between the Registrant and May
      Davis Group, Inc., dated June 10, 2000 (incorporated by
      reference to Exhibit 10.22 to the Form SB-2 filed on July 24, 2000).

10.23 Escrow Agreement between the Registrant, May Davis Group,
      Inc., and First Union National Bank, dated June 8, 2000
      (incorporated by reference to Exhibit 10.23 to the Form SB-2
      filed on July 24, 2000).

10.24 Patent License Agreement Between Majestic Safe-T-Products, Ltd., and
      Mark Algin Bowen and Mims Bowens, dated July 1, 2001 (see below).

21    Subsidiaries of the Registrant (incorporated by reference to
      Exhibit 21 to the Form SB-2 filed on July 24, 2000).