<PAGE>


                     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 MARCH 31, 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 March 31, 2001, the Registrant had 115,667,772 shares of common
stock issued and outstanding.

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

                                       1
<PAGE>


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                             PAGE

         ITEM 1.  FINANCIAL STATEMENTS

              CONSOLIDATED BALANCE SHEET AS OF
                 MARCH 31, 2001..............................................2

              CONSOLIDATED STATEMENTS OF LOSSES
                 FOR THE THREE MONTHS ENDED
              MARCH 31, 2001 AND 2000........................................3

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE THREE MONTHS ENDED
              MARCH 31, 2001 AND 2000........................................4

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.....................5

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

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS......................................... 13

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..................13

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................14

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                             OF SECURITY HOLDERS.............................14

         ITEM 5.  OTHER INFORMATION..........................................15

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...........................15

SIGNATURE....................................................................15

                                       2

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                          THE MAJESTIC COMPANIES, LTD.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)

ASSETS                                                            MARCH 31, 2001
                                                                  --------------
Current Assets:
   Cash and Equivalents                                            $     90,412
   Accounts Receivable-net of allowance                                  68,555
   Deposits and Other Prepaid Expenses                                   56,807
   Inventory, at Cost                                                   723,233
                                                                   -------------
                                  Total Current Assets                  939,006

Property and Equipment                                                  300,655
   Accumulated Depreciation                                             (91,211)
                                                                   -------------
                                  Net Property and Equipment            209,444

Other Assets                                                             93,443
   Amortization                                                         (52,373)
                                                                   -------------
                                  Net Other Assets                       41,070
 Total Assets                                                      $  1,189,520
                                                                   =============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Maturities of Long Term Debt                            $    315,336
   Accounts Payable and Accrued Liabilities                           1,158,442
   Customer Deposits                                                    844,511
                                                                   -------------
                                  Total Current Liabilities           2,318,289

Long Term Debt, Less Current Maturities                                 742,691

Deficiency in Stockholders' Equity:
Convertible Preferred Stock, Par Value, $.001 per share
   2,000,000 shares authorized; none issued at Mar 31, 2001                   -
Common Stock, Par Value $.001 per Share:
   200,000,000 shares authorized; 115,667,772  issued
   at March 31, 2001                                                    115,668
 Additional Paid-In Capital                                          11,299,435
 Stock Subscription Receivable                                          (20,000)
Accumulated Deficit                                                 (13,266,562)
                                                                   -------------
 Deficiency in Stockholders' Equity                                  (1,871,459)
                                                                   -------------
 Total Liabilities and Equity                                      $  1,189,520
                                                                   =============

             See Accompanying Notes to Unaudited Financial Statement


                                       3
<PAGE>

                             THE MAJESTIC COMPANIES
                        CONSOLIDATED STATEMENTS OF LOSSES
                                   (UNAUDITED)


                                                      THREE MONTHS ENDED
                                                           MAR. 31
                                               ---------------------------------
                                                   2001                2000
                                               -------------       -------------


Net Sales                                      $    113,640        $     63,241

Cost of Goods Sold                                   65,603              52,804
                                               -------------       -------------
Gross Profit                                         48,038              10,437


Research and Development                             13,291              23,530
Sales and Marketing                                  39,846               1,931
General and Administrative                          546,607           1,132,934
Depreciation & Amortization                          17,066              14,931
                                               -------------       -------------
Operating Loss                                     (568,772)         (1,162,889)

Interest Expense                                     47,323              22,769
                                               -------------       -------------
(Loss) Before Income Tax                           (616,095)         (1,185,658)

Income Tax Expense                                        -                   -
                                               -------------       -------------
Net (Loss)                                     $   (616,095)       $ (1,185,658)
                                               =============       =============

Loss Per Common Share
(Basic and Assuming Dilution)                  $      (0.01)       $      (0.04)

Weighted Average Common                          96,846,141          29,201,848


            See Accompanying Notes to Unaudited Financial Statements

                                       4
<PAGE>
<TABLE>
                          THE MAJESTIC COMPANIES, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MAR. 31
Increase (Decrease) in Cash and Equivalents                          2001           2000
                                                                 ------------   ------------
<S>                                                              <C>            <C>
Cash Flows from Operating Activities:
      Net Loss for the Period                                    $  (616,095)   $(1,185,658)
      Adjustments to Reconcile Net (Loss) to
      Net Cash Provided By Operating Activities:
      Common Stock Issued in Connection with Services Rendered        93,500        739,600
      Common Stock Issued in Exchange for Debt                       102,500
      Depreciation and Amortization                                   17,066         14,931
      (Increase) Decrease in:
      Accounts Receivables                                           (15,723)             -
      Prepaid Expenses and Other                                     109,829        (87,871)
      Inventory                                                        8,804       (350,572)
      Increase (Decrease) in:
      Accounts Payable and Accrued Expenses, net                    (150,389)       186,906
      Customers Deposits                                              91,986         20,528
                                                                 ------------   ------------
           Net Cash Used in Operating Activities                    (358,523)      (662,136)

Cash Flows from Investing Activities:
      Capital Expenditures, Net of Disposals                          (2,687)        (8,044)
                                                                 ------------   ------------
           Net Cash Used in Investing Activities                      (2,687)        (8,044)

Cash Flows from Financing Activities:
      Proceeds from Sale of Common Stock, Net of Costs                     -              -
      Proceeds from Loans                                            470,230      1,614,820
      Repayments of Loans, Net                                       (55,296)      (921,500)
                                                                 ------------   ------------
      Net Cash, Provided by Financing Activities                     414,934        693,320

Net Increase (Decrease) in Cash and Equivalents                       53,724         23,140
Cash and Equivalents at Beginning of Year                             36,688          4,970
                                                                 ------------   ------------
Cash and Equivalents at End of Year                              $    90,412    $    28,110
                                                                 ============   ============

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for Interest                                     -         22,769
Common Stock Issued for Services                                      93,500        739,600

Noncash Financing Activities:
Issuance of Common Stock In Exchange for Debt                        102,500        863,000
Common Stock Subscription Receivable                                  20,000              -
Debentures Exchanged for Common Stock                                558,949              -

            See Accompanying Notes to Unaudited Financial Statements
</TABLE>

                                       5
<PAGE>

                          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 three month period ended March 31, 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 Transportation, Ltd. Significant intercompany
transactions have been eliminated in consolidation.

Segment Information
-------------------

During 2001 and 2000, the Registrant operated in three reportable segments:
Majestic Modular, Majestic Financial and Majestic Transportation. 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.

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 Transportation is developing and marketing a proprietary passenger
restraint system for the school bus industry. While Majestic Transportation 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.

                                       6
<PAGE>

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 ENDED
                                                   MAR 31
                                           ----------------------

                                              2001        2000
                                           ----------  ----------
Net Sales to External Customers

Modular Buildings                          $ 103,595   $  53,056
Leases                                        10,038      10,038
Transportation                                     -           -
All Other                                          8         148
                                           ----------  ----------

Total Sales to External Customers            113,640      63,241


Segment Operating Income
------------------------

Modular Buildings                           (111,321)   (228,527)
Leases                                         9,908       5,282
Transportation                               (43,666)    (46,419)
All Other                                          -           -
                                           ----------  ----------

Total Segment Operating (Loss)             $(145,079)  $(269,664)
                                           ==========  ==========

                                                      2001             2000
                                                     MAR 31            DEC 31
                                                  -----------       -----------
Segment Assets

Modular Buildings                                 $1,122,490         1,067,878
Leases                                                     -                 -
Transportation                                        44,127            46,784
All Other                                                  -                 -
                                                  -----------       -----------

Total Segment Assets                              $1,166,617        $1,114,662
                                                  ===========       ===========

                                       8
<PAGE>

                          THE MAJESTIC COMPANIES, LTD.
                                INDUSTRY SEGMENTS
                                   (UNAUDITED)
                                   (CONTINUED)

                                                        THREE MONTHS ENDED
                                                              MAR 31
                                                  ------------------------------

                                                      2001              2000
                                                  ------------      ------------
Operating Income

Total Segment Operating Income                    $  (145,079)      $  (269,664)
Unallocated Corporate (Expense)                      (471,016)         (915,994)
                                                  ------------      ------------

Total Consolidated Operating (Loss)               $  (616,095)      $(1,185,658)
                                                  ============      ============


                                                            2001        2000
                                                           MAR 31      DEC 31
                                                        -----------  -----------
Assets

Total Segment Assets                                    $1,166,617   $1,114,662
Corporate Assets Not Assigned to Operating Units            22,902      144,363
                                                        -----------  -----------

Total Consolidated Assets                               $1,189,520   $1,259,025
                                                        ===========  ===========

                                       9
<PAGE>

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-BAR(TM). 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)      THREE MONTHS ENDED MARCH 31, 2001 AND 2000.

         (1) NET SALES. Net sales for the three months ended March 31, 2001 were
$113, 640, an eighty percent increase from $63,241 for the same period in 2000.
The modular division accounted for $103,595 of the first quarter sales in 2001,
and, for $53,056 for the same period ending in 2000. The increase in 2001
modular sales resulted from the completion of smaller jobs requiring a shorter
manufacture and delivery cycle. Lease sales for first quarter 2001 equaled sales
for the same period in 2000 at $10,038. This is reflective of the lease
division's slow down in active operations throughout the past year.

         (2) COST OF SALES. Cost of sales increased twenty-four percent from
$52,804 in 2000, to, $65,603 for the same period ending March 31, 2001. This
increase in modular costs of sales is attributed to the increase in sales for
the current period as compared to the same period in 2000. Costs of sales for
the lease and transportation divisions were marginal for the reported period.

         (3) RESEARCH AND DEVELOPMENT. Research and development expenses
decreased to $13,291 for the quarter ended March 31, 2001 from $23,530 for the
same period in 2000. The decrease is a result of reduced consulting fees and
costs associated with ongoing development projects primarily in the
transportation division.

         (4) SELLING AND MARKETING. Selling and marketing expenses increased to
$39,846 for the period ending March 31, 2001, from $1,931 for the same period
ending in 2000. This is a result of increased the transportation division's
selling and marketing efforts for its school bus safety restraint device known
as the SAFE-T-BAR(TM).

                                       10
<PAGE>

         (5) GENERAL AND ADMINISTRATIVE. General and Administrative expenses
decreased from $1,132,934 for the period ending March 31, 2000 to $546,607 for
the same period in 2001. General and Administrative expenses were largely
attributable to corporate consulting and legal fees paid for in shares.

         (6) OTHER EXPENSES. Other expenses for depreciation increased to
$17,066 for the period ending March 31, 2001, from $14,931 for the same period
ending in 2000. Interest expenses more than doubled from $22,769 in 2000 to
$47,323 for the same period ending March 31, 2001. The increase in interest is a
result of the Registrant's acquisition of debt financing in the form of
convertible debentures in 2000. A total of $20,000 in interest was paid for in
shares.


LIQUIDITY AND CAPITAL RESOURCES.

As of March 31, 2001, the Registrant had a working capital deficit of $1,379,283
compared to a deficit of $1,449,523 at December 31, 2000, a decrease in working
capital deficit of $70,240. The decrease in working capital deficit was
primarily due to the Registrant decrease in accounts payable and accrued
expenses as of March 31, 2001. As a result of the Registrant's operating losses
during the three months ending March 31, 2001, the Registrant generated a cash
flow deficit of $358,523 from operating activities. During the quarter ended
March 31, 2001the Registrant repaid $55,296 of previously borrowed funds.

The Registrant met its cash requirements during the first three months ended
March 31, 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.


                                       11
<PAGE>

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."


                                       12
<PAGE>


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 Sate 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 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.

(c) 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.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

SALES OF UNREGISTERED SECURITIES.

         The Registrant had no sales of unregistered securities during the three
month period ending March 31, 2001.

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.

                                       13
<PAGE>


         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 March 31, 2001, a portion of the debentures had been converted
into common stock of the Registrant under the Form SB-2 in the amount of
15,690,383 shares. In addition, as of the same date, total draws in the amount
of $1,037,780 have been taken under the line of credit, resulting in the
issuance of 31,136,319 shares of common stock under this Form SB-2. The expenses
involved with this offering to date have been approximately $160,926 (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
$1,037,780 less offering expenses) of $876,854 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 three month period ending March 31, 2001.

                                       14
<PAGE>

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 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:  May 11, 2001                            By: /s/  Steven D. Rosenthal
                                                    ----------------------------
                                                Steven D. Rosenthal, President


                                       15

<PAGE>


                                  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).

                                       16
<PAGE>

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).

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<PAGE>

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).

                                       18
<PAGE>

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).

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


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