U.S.
      SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB/A




(Mark
      One)


x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      Fiscal Year Ended: December 2007





OR





 ̈
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      transition period from___ to ________





File
      No.
      333-127813





**Majestic
                Oil & Gas, Inc.**(Name
                of small business issuer in our
                charter)





Nevada
            4600
            20-1673271(State
                or other jurisdiction of
              incorporation
                or organization)
            (Primary
                Standard
              Industrial
                Classification
              Code
                Number)
            (I.R.S.
                Employer
              Identification
                Number)





P.O
                Box 488 Cut Bank, Montana
            59427(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
      telephone 406-873-5580





Check
      whether the issuer (1) filed all reports required to be filed by Section13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes: x  No: o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of the Form 10-KSB
      or any amendment to this Form 10-KSB o





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 7,508,000 shares of common stock outstanding
      as of March 5, 2008.









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





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act).


Yes:  ̈ No: x





Securities
      registered under Section 12(b) of the Act: NONE





Securities
      registered under Section 12(g) of the Act:


Common
      Stock, no par value





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes x No  ̈





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes  ̈ No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation SB is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB.  ̈





State
      issuer's revenues for its most recent fiscal year: $41,189





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked prices of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.) As of March 10, 2008 the aggregate market value
      of
      the common equity held by non-affiliates totaled $1,296,280. This was calculated
      using 7,508,000 shares outstanding less 3,000,000 shares held by Patrick M.
      Montalban, President & CEO less 1,600,000 shares held by Altamont Oil &
Gas, Inc. less 90,000 shares held by Danny Mitchell, Director, multiplied by
      $0.46 per share.





Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.





**ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS**





Indicate
      by check mark whether the issuer has filed all documents and reports required
      to
      be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
      of securities under a plan confirmed by a court. Yes o


No
      o Not
      Applicable




**APPLICABLE
      ONLY TO CORPORATE REGISTRANTS**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 7,508,000 shares of common stock outstanding
      as of March 10, 2008.





2


**DOCUMENTS
      INCORPORATED BY REFERENCE**





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24,
      1990).





No
      documents are incorporated by reference into this Annual Report on Form
      10-KSB.





Transitional
      Small Business Disclosure Format (check one): Yes  ̈ ;
      No x




3




**Table
      of Contents**





ITEM
                8A. Controls And Procedures
            5ITEM
                13. Exhibits and Reports on Form 8-K
            6




4





We
      are
      filing this Form 10-KSB/A to amend Form 10-KSB filed on May 15, 2008 to add
      supplemental information concerning management’s assessment of Internal Controls
      and Procedures which was incomplete and is being corrected in this
      Amendment.




**ITEM
      8A. CONTROLS AND PROCEDURES**




Evaluation
      of Disclosure Controls and Procedures





The
      Company’s Chief Executive Officer/Chief Financial Officer has evaluated the
      effectiveness of the Company’s disclosure controls and procedures (as defined in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31,
      2007. Based upon such evaluation, the Chief Executive Officer/Chief Financial
      Officer has concluded that, as of December 31, 2007, the Company’s disclosure
      controls and procedures were ineffective. This conclusion by the
      Company’s Chief Executive Officer/Chief Financial Officer does not
      relate to reporting periods after December 31, 2007.





Management’s
      Report on Internal Control Over Financial Reporting





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer/Chief Financial Officer, we conducted an evaluation of the
      effectiveness of our internal control over financial reporting as of December
      31, 2007 based on the framework stated by the Committee of Sponsoring
      Organizations of the Treadway Commission. Furthermore, due to our financial
      situation, we will be implementing further internal controls as we become
      operative so as to fully comply with the standards set by the Committee of
      Sponsoring Organizations of the Treadway Commission.





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in
      Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
      system was designed 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. Because
      of inherent limitations, a system of internal control over financial reporting
      may not prevent or detect misstatements. Also, projections of any evaluation
      of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate due to change in conditions, or that the degree of compliance with
      the policies or procedures may deteriorate.





Based
      on
      its evaluation as of December 31, 2007, our management concluded that our
      internal controls over financial reporting were ineffective as of December
      31,
      2007. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.





5




The
      material weakness relates to the lack of segregation of duties in that our
      CEO
      and CFO are the same person.  In the preparation of
      audited financial statements, footnotes and financial data all of our
      financial reporting is carried out by our Chief Financial Officer, and we do
      not
      have an audit committee or independent CEO to monitor or review the work
      performed.   The lack of segregation of duties results
      from lack of a separate Chief Financial Officer with accounting technical
      expertise necessary for an effective system of internal control.  We are,
      in fact, a small, relatively simple operation from a financial point of view.
      In
      order to mitigate this material weakness to the fullest extent possible, all
      financial reports are reviewed by an outside accounting firm that is not our
      audit firm. All unexpected results are investigated. At any time, if it appears
      that any control can be implemented to continue to mitigate such weaknesses,
      it
      is immediately implemented. To mitigate further this material weakness to the
      fullest extent possible, although our CEO/CFO has identified the financial
      reporting risks and the controls and address and monitors the controls on an
      ongoing basis, we have requested that our outside accounting firm that is not
      our audit firm perform direct tests of our internal controls and procedures
      prior to November 14, 2008 to identify material weaknesses that in its opinion
      need to be addressed. If as a result it appears that any control can be
      implemented to continue to mitigate such weaknesses, it is immediately
      implemented. Finally, as soon as our finances allow, we will hire an independent
      Chief Financial Officer.





This
      annual report does not include an attestation report of the Company s registered
      public accounting firm regarding internal control over financial reporting.
      Management s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the SEC that permit us to provide
      only management’s report in this Annual Report on Form 10-KSB/A.





Changes
      in Internal Control Over Financial Reporting





No
      change
      in the Company’s internal control over financial reporting occurred during the
      quarter ended December 31, 2007, that materially affected, or is reasonably
      likely to materially affect, the Company s internal control over financial
      reporting.





**Item
      13. Exhibits and Reports on Form 8-K.**




(a)
      List
      of documents filed as part of this Report:





None





(b)
      Exhibits:





31.1
      Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial
      Officer, Patrick Montalban




32.1
      Section 1350 Certification, Patrick Montalban




6





Signatures





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Title
            
            Name
            
            Date
            
            SignaturePrincipal
                ExecutiveOfficer
            
            Patrick
                Montalban
            
            November
                10, 2008
            
            /s/
                Patrick MontalbanPrincipal
                AccountingOfficer
            
            Patrick
                Montalban
            
            November
                10, 2008
            
            /s/
                Patrick MontalbanPrincipal
                FinancialOfficer
            
            Patrick
                Montalban
            
            November
                10, 2008
            
            /s/
                Patrick Montalban





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons and in the capacities and on the dates indicated.





SIGNATURE
            
            NAME
            
            TITLE
            
            DATE/s/
                Patrick Montalban
            
            Patrick
                Montalban
            
            Director
            
            November
                10, 2008/s/
                Danny Mitchell
            
            Danny
                Mitchell
            
            Director
            
            November
                10, 2008





7