<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 JUNE 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 June 30, 2001, the Registrant had 149,796,320 shares of common
stock issued and outstanding.

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



<PAGE>


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              PAGE

         ITEM 1.  FINANCIAL STATEMENTS

                 CONSOLIDATED BALANCE SHEET AS OF
                    JUNE 30, 2001..............................................3

                 CONSOLIDATED STATEMENTS OF LOSSES
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                 JUNE 30, 2001 AND 2000........................................4

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED
                 JUNE 30, 2001 AND 2000........................................5

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....................6

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                             CONDITION AND RESULTS OF OPERATIONS...............9

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS...........................................12

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...................12

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.............................13

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                             OF SECURITY HOLDERS..............................13

         ITEM 5.  OTHER INFORMATION...........................................14

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................14

SIGNATURE.....................................................................14



                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

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

 ASSETS                                                            JUNE 30, 2001
                                                                   -------------
 Current Assets:
   Cash and Equivalents                                            $     32,370
   Accounts Receivable-net of allowance                                  16,264
   Deposits and Other Prepaid Expenses                                   58,338
   Inventory, at Cost                                                   920,874
                                                                   -------------
                  Total Current Assets                                1,027,847

Property and Equipment                                                  300,655
   Accumulated Depreciation                                            (100,904)
                                                                   -------------
                  Net Property and Equipment                            199,752

Other Assets                                                             93,592
   Amortization                                                         (59,534)
                                                                   -------------
                  Net Other Assets                                       34,058
 Total Assets                                                      $  1,261,657
                                                                   =============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
   Current Maturities of Long Term Debt                            $    298,480
   Accounts Payable and Accrued Liabilities                           1,216,328
   Customer Deposits                                                  1,251,127
                                                                   -------------
                  Total Current Liabilities                           2,765,935

Long Term Debt, Less Current Maturities                                 641,181

Deficiency in Stockholders' Equity:
Convertible Preferred Stock, Par Value, $.001 per share
   2,000,000 shares authorized; none
       issued at June 30, 2001                                                -
Common Stock, Par Value $.001 per Share:
   200,000,000 shares authorized; 149,796,320
       issued at June 30, 2001                                          149,796
 Additional Paid-In Capital                                          11,796,634
 Stock Subscription Receivable                                                -
Accumulated Deficit                                                 (14,091,889)
                                                                   -------------
 Deficiency in Stockholders' Equity                                  (2,145,459)
                                                                   -------------
                  Total Liabilities and Equity                     $  1,261,657
                                                                   =============

             See Accompanying Notes to Unaudited Financial Statement

                                       3
<PAGE>
<TABLE>

                             THE MAJESTIC COMPANIES
                        CONSOLIDATED STATEMENTS OF LOSSES
                                   (UNAUDITED)
<CAPTION>

                                        THREE MONTHS ENDED                SIX MONTHS ENDED
                                             JUN 30                           JUN 30
                                -------------------------------   -------------------------------
                                     2001             2000             2001             2000
                                --------------   --------------   --------------   --------------
<S>                             <C>              <C>              <C>              <C>
Net Sales                       $     142,177    $   1,589,668    $     255,817    $   1,652,909
Cost of Goods Sold                    101,610        1,434,595          167,213        1,487,399
                                --------------   --------------   --------------   --------------

Gross Profit                           40,566          155,073           88,603          165,510


Research and Development               16,999           57,389           30,290           80,919

Sales and Marketing                    55,969           51,245           95,815           53,176
General and Administrative            722,937        1,120,632        1,269,544        2,253,566
Depreciation & Amortization            15,852           22,590           32,918           37,521
                                --------------   --------------   --------------   --------------
Operating Loss                       (771,191)      (1,096,784)      (1,339,964)      (2,259,673)

Interest Expense                       54,134           22,249          101,457           45,018
                                --------------   --------------   --------------   --------------
(Loss) Before Income Tax             (825,325)      (1,119,033)      (1,441,421)      (2,304,691)


Income Tax Expense                          -                -                -                -
                                --------------   --------------   --------------   --------------
Net (Loss)                      $    (825,325)   $  (1,119,033)   $  (1,441,421)   $  (2,304,691)
                                ==============   ==============   ==============   ==============

Loss Per Common Share
(Basic and Assuming Dilution)   $       (0.01)   $       (0.03)   $       (0.01)   $       (0.07)

Weighted Average Common           137,508,178       35,689,068      117,289,486       32,375,844


</TABLE>


            See Accompanying Notes to Unaudited Financial Statements

                                       4

<PAGE>
<TABLE>

                          THE MAJESTIC COMPANIES, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                                       SIX MONTHS ENDED
                                                                           JUN 30
                                                                     2001           2000
                                                                 ------------   ------------
<S>                                                              <C>            <C>
Increase (Decrease) in Cash and Equivalents
Cash Flows from Operating Activities:
      Net Loss for the Period                                    $(1,441,421)   $(2,304,691)
      Adjustments to Reconcile Net (Loss) to
      Net Cash Provided By Operating Activities:
      Common Stock Issued in Connection with Services Rendered       183,318      1,499,980
      Common Stock Issued in Exchange for Debt                       138,112
      Depreciation and Amortization                                   32,918         37,521
      (Increase) Decrease in:
      Accounts Receivables                                            36,568       (153,261)
      Prepaid Expenses and Other                                     108,297       (231,122)
      Inventory                                                     (188,838)      (391,179)
      Increase (Decrease) in:
      Accounts Payable and Accrued Expenses, net                     (94,003)      (172,883)
      Customers Deposits                                             498,602        151,575
                                                                 ------------   ------------
           Net Cash Used in Operating Activities                    (726,447)    (1,564,060)

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, Net                                       841,730      2,695,320
      Repayments of Loans, Net                                      (116,914)    (1,092,204)
                                                                 ------------   ------------
      Net Cash, Provided by Financing Activities                     724,816      1,603,116

Net Increase (Decrease) in Cash and Equivalents                       (4,318)        31,012
Cash and Equivalents at Beginning of Year                             36,688          4,970
                                                                 ------------   ------------
Cash and Equivalents at End of Year                              $    32,370    $    35,982
                                                                 ============   ============

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for Interest                                10,052         45,018
Common Stock Issued for Services                                     183,318      1,499,980

Noncash Financing Activities:
Issuance of Common Stock In Exchange for Debt                        138,112        960,000
Common Stock Subscription Receivable                                       -              -
Debentures Exchanged for Common Stock                              1,023,949              -

            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 six month period ended June 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.

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.

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.

                                       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.
<TABLE>

                          THE MAJESTIC COMPANIES, LTD.
                                INDUSTRY SEGMENTS
                                   (UNAUDITED)
<CAPTION>

                                      THREE MONTHS ENDED             SIX MONTHS ENDED
                                           JUN 30                        JUN 30
                                 ---------------------------   ---------------------------

                                     2001           2000           2001           2000
                                 ------------   ------------   ------------   ------------
<S>                              <C>            <C>            <C>            <C>
Net Sales to External
Customers

Modular Buildings                $   109,204    $ 1,577,935        212,799    $ 1,630,991
Leases                                10,038         10,037         20,075         20,075
Transportation                             -              -              -              -
All Other                             22,935          1,696         22,943          1,843
                                 ------------   ------------   ------------   ------------

Total Sales to External
Customers                            142,177      1,589,668        255,817      1,652,909

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

Modular Buildings                   (386,296)      (269,510)      (497,617)      (498,037)
Leases                                10,037          5,971         19,945         11,253
Transportation                       (43,741)       (41,084)       (87,407)       (87,503)
All Other                                  -              -              -              -
                                 ------------   ------------   ------------   ------------

Total Segment Operating (Loss)   $  (420,000)   $  (304,623)   $  (565,079)   $  (574,287)
                                 ============   ============   ============   ============

                                                                   2001           2000
                                                                  JUN 30         DEC 31
                                                               ------------   ------------
Segment Assets

Modular Buildings                                              $ 1,171,442    $ 1,067,878
Leases                                                                   -              -
Transportation                                                      45,257         46,784
All Other                                                                -              -
                                                               ------------   ------------

Total Segment Assets                                           $ 1,216,699    $ 1,114,662
                                                               ============   ============

</TABLE>

                                       7
<PAGE>
<TABLE>

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

                                           THREE MONTHS ENDED            SIX MONTHS ENDED
                                                JUNE 30                       JUNE 30
                                      ---------------------------   ---------------------------
                                          2001           2000           2001          2000
                                      ------------   ------------   ------------   ------------
<S>                                   <C>            <C>            <C>            <C>
Operating Income

Total Segment Operating Income        $  (420,000)   $  (304,623)   $  (565,079)   $  (574,287)
Unallocated Corporate (Expense)          (405,325)      (814,410)      (876,342)    (1,730,404)
                                      ------------   ------------   ------------   ------------

Total Consolidated Operating (Loss)   $  (825,325)   $(1,119,033)   $(1,441,421)   $(2,304,691
                                      ===========    ===========    ===========    ===========


                                                                       2001           2000
                                                                      JUN 30          DEC 31
                                                                    ------------   ------------
Assets

Total Segment Assets                                                $ 1,216,699    $ 1,114,662
Corporate Assets Not Assigned to Operating Units                         44,958        144,363
                                                                    ------------   ------------

Total Consolidated Assets                                           $ 1,261,657    $ 1,259,025
                                                                    ============   ============

</TABLE>


                                       8
<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)      SIX MONTHS ENDED JUNE 30, 2001 AND 2000

         (1) NET SALES. Net sales based on completed contracts for the six
         months ended June 30, 2001 were $255,817, an eighty-five percent
         decrease from the same period in 2000. The modular division accounted
         for $212,799 of the total net sales for the first six months ended June
         30, 2001. The large decline in reportable completed contract sales for
         modular is attributed to several large contracts still in progress not
         yet completed Lease division sales for the first six months of 2001
         equaled sales for the same period ending in 2000 at $20,075. The
         balance of $22,943 in sales for the first six months ended June 30,
         2001 is comprised of miscellaneous income at the corporate level.

         (2) COST OF SALES. Cost of sales were consistent with year-to-date
         modular net sales at $167,213 for the six month period ending June 30,
         2001 compared to cost of sales of $1,487,399 for the same period in
         2000. Cost of sales consisted of modular division operations with
         minimal costs contributed from the other divisions.

         (3) RESEARCH AND DEVELOPMENT. Research and Development expenses for the
         six month period ending June 30, 2001 totaled $30,290, a sixty-two
         percent decrease from $80,919 in the same period ending 2000. The
         decrease is indicative of reduced consulting fees related to ongoing
         development projects in the transportation division.

         (4) SELLING AND MARKETING. Selling and marketing expenses increased
         eighty-one percent to $95,815 for the six month period ending June 30,
         2001 as compared to $53,176 in the same period 2000. These expenses
         were primarily made up of corporate and transportation marketing
         activities.


                                       9
<PAGE>

         (5) GENERAL AND ADMINISTRATIVE. General and Administrative expenses
         decreased by forty-four percent from $2,253,566 for the six month
         period ending June 30, 2000 to $1,269,544 for the same period in 2001.
         The large expenses in 2000 resulted greatly from corporate consulting
         fees paid for in shares which are no longer incurred in the current
         period.

         (6) OTHER EXPENSES. Other expenses for depreciation decreased twelve
         percent to $32,918 for the six month period ending June 30, 2001 from
         $37,521 for the same period ending 2000. Interest expense increased
         two-fold from $45,018 for the six month period ending June 30, 2000 to
         $101,457 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 JUNE 30, 2001 AND 2000.

                  NET SALES. Net sales based on completed contracts for the
         three months ended June 30, 2001 were $142,177, a ninety-one percent
         decrease from the same period in 2000. The large decline in reportable
         completed contract sales is attributed to several large contracts still
         in progress not yet completed. The modular division accounted for
         $109,204 of period quarter sales. Lease sales totaled $10,038. This is
         reflective of the lease division's slow down in active operations
         throughout the past year. The balance of $22,935 sales resulted from
         miscellaneous division operations.

                  COST OF SALES. Cost of sales, $101,610, were consistent with
         modular division net sales for the three month period ending June 30,
         2001 compared to cost of sales of $1,434,595 in the same period 2000.
         Cost of sales for this period were primarily attributed to modular
         division operations. Costs of sales for the lease and transportation
         divisions were marginal for the reported period.

                  RESEARCH AND DEVELOPMENT. Research and development expenses
         decreased to $16,999 for the quarter ended June 30, 2001 from $57,389
         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.

                  SELLING AND MARKETING. Selling and marketing expenses
         increased to $55,969 for the period ending June 30, 2001, from $51,245
         for the same period ending in 2000. These expenses are comprised
         primarily of corporate and transportation marketing activities.

                  GENERAL AND ADMINISTRATIVE. General and Administrative
         expenses decreased from $1,120,632 for the period ending June 30, 2000
         to $722,937, a reduction of $397,695 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.

                                       10
<PAGE>

                  OTHER EXPENSES. Other expenses for depreciation decreased to
         $15,852 for the three month period ending June 30, 2001, from $22,590
         for the same period ending in 2000. Interest expenses increased from
         $22,249 in 2000 to $54,134 for the same three period ending June 30,
         2001. The increase in interest is a result of the Registrant's
         acquisition of debt financing in the form of convertible debentures in
         2000 and 2001.


LIQUIDITY AND CAPITAL RESOURCES.

As of June 30, 2001, the Registrant had a working capital deficit of $1,738,088
compared to a deficit of $1,449,523 at December 31, 2000, an increase in working
capital deficit of $288,565. The increase in working capital deficit was
primarily due to the Registrant decrease in deposits and prepaid expenses, as
well as, an increase in customer deposits of $498,602, as of June 30, 2001. As a
result of the Registrant's operating losses during the six months ended June 30,
2001, the Registrant generated a cash flow deficit of $726,447 from operating
activities. During the six months ended June 30, 2001 the Registrant repaid
$116,914 of previously borrowed funds.

The Registrant met its cash requirements during the six months ended June 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.


                                       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 six
month period ending June 30, 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 June 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
19,782,996 shares. In addition, as of the same date, total draws in the amount
of $1,367,780 have been taken under the line of credit, resulting in the
issuance of 39,914,738 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
$1,367,780 less offering expenses) of $1,169,854 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.


                                       14
<PAGE>

         There were no submission of matters requiring a vote of security
holders during the three month period ending June 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 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:  July 24, 2001                          By: /s/  Francis A. Zubrowski
                                                   -----------------------------
                                                   Francis A. Zubrowski, Chief-
                                                   Executive Officer



                                       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).

                                       17
<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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