**CERTIFICATION
      OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF**


**MAJESTIC
      OIL & GAS, INC.**


**PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**


**(CHAPTER
      98, TITLE 15 U.S.C. SS. 7241)**




I,
      Patrick Montalban, CEO and CFO, certify that:




1.
      I have
      reviewed this annual report on Form 10-KSB/A of Majestic Oil & Gas,
      Inc.;




2.
      Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in the report on Form 10-KSB, fairly present in all material respects
      the financial condition, results of operations and cash flows of the registrant
      as of, and for, the periods presented in this report;





4.
      I am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and internal control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) and we have:




a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;




b)
      designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




c)
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and




d)
      disclosed in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent fiscal
      quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      registrant’s internal control over financial reporting; and




5.
      I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the registrant’s auditors and the audit committee of the
      registrant’s board of directors (or persons performing the equivalent
      function):




a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls which are reasonably likely to adversely affect the
      registrant’s ability to record, process, summarize and report financial
      information; and




b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal controls over financial
      reporting.




Date:
                November 10, 2008/s/
                Patrick MontalbanPatrick
                Montalban, CEO and CFO