**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**








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


For
      the
      quarterly period ended June
      30, 2008




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


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 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 large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of "large accelerated filer," "accelerated filer" and "smaller
      reporting company" in Rule 12b-2 of the Exchange Act.




Large
                accelerated filer
            o
            
            Accelerated
                filer
            oNon-accelerated
                filer
            o
            
            Smaller
                Reporting Company
            x








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


Yes x No  ̈





As
      of
      August 8, 2008, there were 7,808,000 **** shares
      issued and outstanding of the registrant’s common stock.









**INDEX**




**Page**PART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Condensed
                Consolidated Financial StatementsBalance
                Sheets as of December 31, 2007 and June 30, 2008
                (unaudited)
            3Statements
                of Operations for the Three and Six Months Ended June 30, 2008 and
                2007
                (unaudited)
            4Statements
                of Stockholders’ Equity as of December 31, 2007 and June 30, 2008
                (unaudited)
            5Statements
                of Cash Flows for the Six Months Ended June 30, 2008 and 2007
                (unaudited)
            6Notes
                to Unaudited Financial Statements
            7 -
                10Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            11Item
                3.
            Quantitative
                and Qualitative Disclosure about Market Risk
            17Item
                4
            Controls
                and Procedures
            17PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            18Item
                1A.
            Risk
                Factors
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            19Item
                5.
            Other
                Information
            19Item
                6.
            Exhibits
            19Signatures
            
            19








2


**PART
      I — FINANCIAL INFORMATION**





**Item
              1.**
            **Financial
                Statements.**




**MAJESTIC
                  OIL & GAS, INC. (A Development Stage Company)****CONDENSED
                  CONSOLIDATED BALANCE
                  SHEETS**
  **June
                  30,****2008**
              
              **December
                  31****UNAUDITED**
              
              **2007****ASSETS**Cash
                and cash equivalents
              
              **$**
              **178,589**
              
              **$**
              **77,329**Trade
                receivables
              
              
              **37,297**
              
              
              **17,641**Deposit
              
              
              **10,000**
              
              
              -Total
                  Current Assets
              
              
              **225,886**
              
              
              **94,970****OIL
                AND GAS PROPERTIES**Oil
                  and gas properties, using the fullcost
                  method of accounting:Properties
                  being amortized
              
              
              **325,702**
              
              
              **325,051**Properties
                  not subject to amortization
              
              
              **137,645**
              
              
              **124,526**Less
                  accumulated depletion, amortization and impairment
              
              
              **(94,000**
              **)**
              
              **(68,800**
              **)**Net
                  Oil and Gas Properties
              
              
              **369,347**
              
              
              **380,777****OTHER
                ASSETS**Website
                  development costs (less accumulated amortization)
              
              
              **1,660**
              
              
              **2,080**Total
                  Other Assets
              
              
              **1,660**
              
              
              **2,080**Total
                  Assets
              
              **$**
              **596,893**
              
              **$**
              **477,827****LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES**Accounts
                  payable and accrued liabilities
              
              **$**
              **2,883**
              
              **$**
              **538**Production
                  taxes and royalties payable
              
              
              **7,243**
              
              
              **4,435**Total
                  Current Liabilities
              
              
              **10,126**
              
              
              **4,973**Asset
                  retirement obligation
              
              
              **3,193**
              
              
              **3,193**Total
                  Liabilities
              
              
              **13,319**
              
              
              **8,166****STOCKHOLDERS'
                EQUITY**Common
                  stock, no par value-Authorized
                  Shares - 100,000,000Issued
                  & Outstanding: 7,808,000 shares at March 31, 2008;
              
              
              **1,155,500**
              
              
              **1,005,500**7,508,000
                  at December 31, 2007Additional
                  paid in capital
              
              
              **21,295**
              
              
              **21,295**Stock
                  subscription receivable
              
              
              **(2,000**
              **)**
              
              **(2,000**
              **)**(Deficit)
                  accumulated during the development stage
              
              
              **(591,221**
              **)**
              
              **(555,134**
              **)**Total
                  Stockholders' Equity
              
              
              **583,574**
              
              
              **469,661**Total
                  Liabilities & Stockholders' Equity
              
              **$**
              **596,893**
              
              **$**
              **477,827**
 
 3


**MAJESTIC
                  OIL & GAS, INC. (A Development Stage Company)****CONDENSED
                  CONSOLIDATED STATEMENTS OF
                  OPERATIONS**
  **Three
                  Months**
              
              **Three
                  Months**
              
              **Six
                  Months**
              
              **Six
                  Months**
              
              **Inception****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended**
              
              **(April
                  16, 2002)****June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,**
              
              **To
                  June 30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**
              
              **2008****UNAUDITED**
              
              **UNAUDITED**
              
              **UNAUDITED**
              
              **UNAUDITED**
              
              **UNAUDITED****REVENUE**
              
              **$**
              **37,297**
              ****
              **$**
              **7,582**
              ****
              **$**
              **70,654**
              ****
              **$**
              **16,377**
              ****
              **$**
              **367,250**
              **************PRODUCTION
                (LIFTING) COSTS**
              ****
              ****
              **7,632**
              ****
              ****
              **3,844**
              ****
              ****
              **16,384**
              ****
              ****
              **7,004**
              ****
              ****
              **108,335**
              ******EXPLORATION
                EXPENSES**
              ****
              ****
              **-**
              ****
              ****
              **-**
              ****
              ****
              **-**
              ****
              ****
              **-**
              ****
              ****
              **3,862**
              ******DEPLETION,
                DEPRECIATION**
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ******AND
                  AMORTIZATION**
              ****
              ****
              **11,710**
              ****
              ****
              **3,100**
              ****
              ****
              **25,620**
              ****
              ****
              **6,600**
              ****
              ****
              **94,840**
              **********INCOME
                FROM OIL & GAS**
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ******PRODUCING
                  ACTIVITIES**
              ****
              ****
              **17,955**
              ****
              ****
              **638**
              ****
              ****
              **28,650**
              ****
              ****
              **2,773**
              ****
              ****
              **160,213**
              **********SELLING,
                GENERAL &**
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ****
              ****
              
              ******ADMINISTRATIVE
                  EXPENSES**
              ****
              ****
              **33,690**
              ****
              ****
              **20,659**
              ****
              ****
              **64,737**
              ****
              ****
              **40,489**
              ****
              ****
              **751,434**
              **********NET
                (LOSS)**
              ****
              **$**
              **(15,735**
              **)**
              **$**
              **(20,021**
              **)**
              **$**
              **(36,087**
              **)**
              **$**
              **(37,716**
              **)**
              **$**
              **(591,221**
              **)****EARNINGS
                PER SHARE**Net
                Income, basic and diluted
              
              **$**
              **(0.00**
              **)**
              **$**
              **(0.00**
              **)**
              **$**
              **(0.00**
              **)**
              **$**
              **(0.01**
              **)**Weighted
                average number ofshares
                  outstanding
              
              
              **7,597,011**
              
              
              **6,251,470**
              
              
              **7,552,751**
              
              
              **6,251,470**Diluted
                potential shares -stock
                  warrants
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**Adjusted
                weighted average shares
              
              
              **7,597,011**
              
              
              **6,251,470**
              
              
              **7,552,751**
              
              
              **6,251,470**
  4
   **MAJESTIC
                  OIL & GAS, INC. (A Development Stage Company)****CONDENSED
                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                  EQUITY**
  **(Deficit)****Accumulated****Additional**
              
              **Stock**
              
              **During****Common
                  Stock**
              
              **Paid
                  In**
              
              **Subscription**
              
              **Development****Shares**
              
              **Amount**
              
              **Capital**
              
              **Receivable**
              
              **Stage**
              
              **Total****BEGINNING
                BALANCE, INCEPTION****(APRIL
                  16, 2002) TO****DECEMBER
                  31, 2004**
              
              
              **-**
              ****
              **$**
              **-**
              ****
              **$**
              **-**
              ****
              **$**
              **-**
              ****
              **$**
              **-**
              ****
              **$**
              **-**Common
                  stock issued
              
              
              **6,240,000**
              
              
              **624,000**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **624,000**Net
                  (loss)
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **(346,422**
              **)**
              
              **(346,422**
              **)****BALANCE,
                DECEMBER 31, 2004**
              
              
              **6,240,000**
              
              
              **624,000**
              
              
              **-**
              
              
              **-**
              
              
              **(346,422**
              **)**
              
              **277,578**Common
                  stock issued
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**Net
                  income
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **66,381**
              
              
              **66,381****BALANCE,
                DECEMBER 31, 2005**
              
              
              **6,240,000**
              
              
              **624,000**
              
              
              **-**
              
              
              **-**
              
              
              **(280,041**
              **)**
              
              **343,959**Common
                  stock issued
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**Net
                  (loss)
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **(20,068**
              **)**
              
              **(20,068**
              **)****BALANCE,
                DECEMBER 31, 2006**
              
              
              **6,240,000**
              
              
              **624,000**
              
              
              **-**
              
              
              **-**
              
              
              **(300,109**
              **)**
              
              **323,891**Common
                  stock issued for services
              
              
              **330,000**
              
              
              **147,000**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **147,000**Common
                  stock warrants exercised
              
              
              **938,000**
              
              
              **234,500**
              
              
              **-**
              
              
              **(2,000**
              **)**
              
              **-**
              
              
              **232,500**Common
                  stock options issued
              
              
              **-**
              
              
              **-**
              
              
              **21,295**
              
              
              **-**
              
              
              **-**
              
              
              **21,295**Net
                  (loss)
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **(255,025**
              **)**
              
              **(255,025**
              **)****BALANCE,
                DECEMBER 31, 2007**
              
              
              **7,508,000**
              
              
              **1,005,500**
              
              
              **21,295**
              
              
              **(2,000**
              **)**
              
              **(555,134**
              **)**
              
              **469,661**Common
                  stock issued
              
              
              **300,000**
              
              
              **150,000**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **150,000**Net
                  (loss) for the six monthsended
                  June 30, 2008 (UNAUDITED)
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **(36,087**
              **)**
              
              **(36,087**
              **)****BALANCE,
                JUNE 30, 2008**
              
              
              **7,808,000**
              ****
              **$**
              **1,155,500**
              ****
              **$**
              **21,295**
              ****
              **$**
              **(2,000**
              **)**
              **$**
              **(591,221**
              **)**
              **$**
              **583,574**
  5
   **MAJESTIC
                  OIL & GAS, INC. (A Development Stage Company)****CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH
                  FLOWS**
  **Inception****Six
                  Months**
              
              **Six
                  Months**
              
              **(April
                  16, 2002)****Ended**
              
              **Ended**
              
              **Through****June
                  30, 2008**
              
              **June
                  30, 2007**
              
              **June
                  30, 2008****UNAUDITED**
              
              **UNAUDITED**
              
              **UNAUDITED****OPERATING
                ACTIVITIES**Net
                  (loss)
              
              $
              **(36,087**
              **)**
              $
              **(37,716**
              **)**
              **$**
              **(591,221**
              **)**Changes
                  and credits to net (loss)not
                  affecting cashDepletion
                  and amortization
              
              
              **25,620**
              
              
              **6,600**
              
              
              **94,840**Organizational
                  expenses paid withstock
              
              
              **-**
              
              
              **-**
              
              
              **300,000**Legal
                  fees paid with stock
              
              
              **-**
              
              
              **-**
              
              
              **172,000**Stock
                  compensation expense
              
              
              **-**
              
              
              **-**
              
              
              **21,295**Changes
                  in assets and liabilitiesTrade
                  receivables
              
              
              **(19,656**
              **)**
              
              **863**
              
              
              **(37,297**
              **)**Deposits
              
              
              **(10,000**
              **)**
              
              **-**
              
              
              **(10,000**
              **)**Production
                  taxes and royalties payable
              
              
              **2,808**
              
              
              **(9,702**
              **)**
              
              **7,243**Accounts
                  payable
              
              
              **2,345**
              
              
              **7,327**
              
              
              **2,883****NET
                CASH FROM (USED FOR)****OPERATING
                  ACTIVITIES**
              
              
              **(34,970**
              **)**
              
              **(32,628**
              **)**
              
              **(40,257**
              **)****INVESTING
                ACTIVITIES**Website
                  development
              
              
              **-**
              
              
              **(2,500**
              **)**
              
              **(2,500**
              **)**Additions
                  to oil and gas properties
              
              
              **(13,770**
              **)**
              
              **(47,088**
              **)**
              
              **(300,154**
              **)****NET
                CASH (USED FOR) INVESTING****ACTIVITIES**
              
              
              **(13,770**
              **)**
              
              **(49,588**
              **)**
              
              **(302,654**
              **)****FINANCING
                ACTIVITIES**Proceeds
                  from sale of common stock
              
              
              **150,000**
              
              
              **33,000**
              
              
              **150,000**Proceeds
                  from exercise of warrants
              
              
              **-**
              
              
              **-**
              
              
              **371,500****NET
                CASH PROVIDED BY FINANCING****ACTIVITIES**
              
              
              **150,000**
              
              
              **33,000**
              
              
              **521,500****NET
                CHANGE IN CASH AND CASH****EQUIVALENTS**
              
              
              **101,260**
              
              
              **(49,216**
              **)**
              
              **178,589****CASH
                AND CASH EQUIVALENTS AT****BEGINNING
                  OF PERIOD**
              
              
              **77,329**
              
              
              **189,304**
              
              
              **-****CASH
                AND CASH EQUIVALENTS AT****END
                  OF PERIOD**
              
              $
              **178,589**
              
              $
              **140,088**
              
              **$**
              **178,589**
   6
  **MAJESTIC
        OIL & GAS, INC. (A Development Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
   Note
        1 -
        Business Activity and Basis of Presentation
 Principal
        Business Activity
  Majestic
        Oil & Gas, Inc. (Company) is a development stage enterprise and its
        operations consist of oil and natural gas development and production in the
        Rocky Mountain region. The financial statements and notes to the financial
        statements are the representation of the Company's management, who is
        responsible for their integrity and objectivity. The accounting policies
        of the
        Company are in accordance with generally accepted accounting principles and
        conform to the standards applicable to development stage
        enterprises.
  *Basis
        of Presentation*
  The
        accompanying interim financial statements of the Company are unaudited. In
        the
        opinion of management, the interim data includes all adjustments, consisting
        only of normal recurring adjustments necessary for a fair presentation of
        the
        results for the interim period. The results of operations for the six months
        ended June 30, 2008 are not necessarily indicative of the operating results
        for
        the entire year. These interim financial statements contain certain
        reclassification of prior period amounts to be consistent with the current
        period presentation with no effect on net income or loss.
  We
        have
        prepared the financial statements included herein pursuant to the rules and
        regulations of the Securities and Exchange Commission. Certain information
        and
        footnote disclosures normally included in financial statements prepared in
        accordance with generally accepted accounting principles have been condensed
        or
        omitted pursuant to such rules and regulations. We believe the disclosures
        made
        are adequate to make the information not misleading and recommend that these
        condensed financial statements be read in conjunction with the financial
        statements and notes included in our Form 10-KSB for the year ended December
        31,
        2007.
  Note
        2 -
        Basis of Accounting
  The
        accompanying financial statements have been prepared using accounting principles
        applicable to a going concern, which contemplates the realization of assets
        and
        extinguishment of liabilities in the normal course of business. As shown
        in the
        accompanying condensed balance sheet the Company has an accumulated deficit
        of
        ($591,221) through June 30, 2008. This and other factors may indicate that
        the
        Company may be unable to continue in existence. The Company's financial
        statements do not include any adjustments related to the realization of the
        carrying value of assets or the amounts and classification of liabilities
        that
        might be considered necessary should the Company be unable to continue in
        existence. The Company's ability to establish itself as a going concern is
        dependent upon its ability to obtain additional financing in order to fund
        exploration and development activities of oil and gas interests and, ultimately,
        to achieve profitable operations. Management believes that it can be successful
        in obtaining either debt or equity financing that will enable the Company
        to
        continue in existence and establish itself as a going concern.
  These
        interim financial statements are prepared using the significant accounting
        policies disclosed in the Company's December 31, 2007 annual audited financial
        statements, except that certain significant accounting policies were adopted
        during the six months ended June 30, 2008:
  *Adopted
        prior to the six months ended June 30, 2008 -*
 *Oil
        and Gas Interests*
  The
        Company utilizes the full cost method of accounting for oil and gas activities.
        Under this method, subject to a limitation based on estimated value, all
        costs
        associated with property acquisition, exploration and development, including
        costs of unsuccessful exploration, are capitalized within a cost center.
        No gain
        or loss is recognized upon the sale or abandonment of undeveloped or producing
        oil and gas interests unless the sale represents a significant portion of
        oil
        and gas interests and the gain significantly alters the relationship between
        capitalized costs and proved oil and gas reserves of the cost center.
        Depreciation, depletion and amortization of oil and gas interests is computed
        on
        the units of production method based on proved reserves, or upon reasonable
        estimates where proved reserves have not yet been established due to the
        recent
        commencement of production. Amortizable costs include estimates of future
        development costs of proved undeveloped reserves.
  7
  **MAJESTIC
        OIL & GAS, INC. (A Development Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
   Capitalized
        costs of oil and gas interests may not exceed an amount equal to the present
        value, discounted at 10%, of the estimated future net cash flows from proved
        reserves plus the cost, or estimated fair market value if lower, of unproved
        interests. Should capitalized costs exceed this ceiling, an impairment is
        recognized. The present value of estimated future net cash flows is computed
        by
        applying year end prices of oil and gas to estimated future production of
        proved
        oil and gas reserves as of year end, less estimated future expenditures to
        be
        incurred in developing and producing the proved reserves and assuming
        continuation of existing economic conditions.
  Revenue
        Recognition
  The
        Company recognizes oil and gas revenues from its interests in producing wells
        as
        oil and gas is produced and sold from the wells and when ultimate collection
        is
        reasonably assured.
  Website
        Development Costs
  The
        Company has capitalized the costs associated with development of its website,
        and is amortizing the cost over a three year period.
  Stock
        Based Compensation
  The
        Company accounts for stock based compensation in accordance with Statement
        of
        Financial Accounting Standard (SFAS) No.123(R), “Share-Based Payment,” which
        specifies the revised accounting alternative requirements for pre-2006 stock
        based compensation grants existing at January 1, 2006 and the required
        accounting for new grants starting January 1, 2006. The Company had no stock
        based compensation grants made before year 2007.
  Accordingly,
        the provisions of SFAS No.123(R) pertaining to pre-2006 grants do not apply.
        The
        Company values its stock options awarded on or after January 1, 2006 at the
        fair
        value at grant date using the Black-Scholes option pricing model. Compensation
        expense for stock options is recorded over the vesting period on a straight
        line
        basis. Compensation paid in vested stock is valued at the fair value at the
        applicable measurement date and charged to expense at that date.
  Income
        Taxes
  Effective
        January 1, 2007, the Company adopted the provisions of Financial Accounting
        Standards Board (FASB) Interpretation No. 48 (“FIN 48”), “Accounting for
        Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN
        48 provides detailed guidance for the financial statement recognition,
        measurement and disclosure of uncertain tax positions recognized in the
        financial statements in accordance with SFAS No. 109. Tax positions must
        meet a
“more-likely-than-not” recognition threshold at the effective date to be
        recognized upon the adoption of FIN 48 and in subsequent periods. Upon the
        adoption of FIN 48, the Company had no unrecognized tax benefits. During
        2007
        and during the first six months of 2008, the Company recognized no adjustments
        for uncertain tax benefits.
  Deferred
        income tax assets, if any, are adjusted by a valuation allowance, if necessary,
        to recognize future tax benefits only to the extent, based on available
        evidence, it is more likely than not such benefits will be realized. The
        Company
        would recognize interest and penalties, if any, related to uncertain tax
        positions in general and administrative expenses. No interest and penalties
        related to uncertain tax positions were accrued at June 30, 2008. The Company
        expects no material changes to unrecognized tax positions within the next
        twelve
        months.
  Earnings
        per Share of Common Stock
  Basic
        earnings per share is determined in accordance with SFAS No. 128 using net
        income divided by the weighted average shares outstanding during the period.
        Diluted earnings per share is computed by dividing net income by the weighted
        average shares outstanding, assuming all dilutive potential common shares
        were
        issued. The effect of outstanding common stock warrants was anti-dilutive
        for
        the three and six months ended June 30, 2008 and 2007.
  Adopted
        during the six months ended June 30, 2008 -
 Fair
        Value Measurement
  Effective
        January 1, 2008, the Company adopted SFAS No. 157 Fair Value Measurement,which provides a framework for measuring fair value under generally
        accepted
        accounting principles. SFAS No. 157 would apply to all financial instruments
        that are being measured and reported on a fair value basis. Currently, the
        Company has no financial instruments to which this statement would
        apply.
  8
  **MAJESTIC
        OIL & GAS, INC. (A Development Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
   *Recent
        Accounting Pronouncements*
  In
        March
        2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
        Disclosures about Derivative Instruments and Hedging Activities—an amendment
        of FASB Statement No. 133(SFAS No. 161). SFAS No. 161 gives financial
        statement users better information about the reporting entity’s hedges by
        providing for qualitative disclosures about the objectives and strategies
        for
        using derivatives, quantitative data about the fair value of and gains and
        losses on derivative contracts, and details of credit–risk–related contingent
        features in their hedged positions. SFAS No. 161 is effective for the Company
        as
        of January 1, 2009 with early application encouraged. The adoption of this
        new
        standard had no effect on the financial and reporting disclosures of the
        Company.
  In
        May
        2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162,
        The Hierarchy of Generally Accepted Accounting Principles(SFAS No. 162).
        The objective of SFAS No. 162 is to identify the sources of accounting
        principles and the framework for selecting the principles to be used in the
        preparation of financial statements of nongovernmental entities that are
        presented in conformity with generally accepted accounting principles (GAAP)
        in
        the United States (the GAAP hierarchy). SFAS No. 162 will go into effect
        60 days
        following the SEC's approval of the Public Company Accounting Oversight Board
        (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in
        Conformity With Generally Accepted Accounting Principles. Management is
        assessing the impact of the adoption of SFAS No. 162 on the
        Company.
  Note
        3 -
        Organization and Development of the Company
  The
        Company was formed on April 16, 2002 as a corporation. The Company is considered
        a development stage enterprise as defined by SFAS No. 7. The accompanying
        interim financial statements reflect limited oil and gas development and
        production activities and they are not necessarily indicative of what the
        financial statements will reflect once the intended operations of the Company
        are fully underway.
  Note
        4 -
        Asset Retirement Obligations
  The
        Company follows SFAS No. 143 "Accounting for Asset Retirement Obligations".
        SFAS
        No. 143 addresses financial accounting and reporting for obligations associated
        with the retirement of tangible long-lived assets and the associated asset
        retirement costs. SFAS No. 143 requires recognition of the present value
        of
        obligations associated with the retirement of tangible long-lived assets
        in the
        period in which it is incurred. As of June 30, 2008, the estimated future
        cost
        to plug and abandon the Company's gas wells was estimated to be $3,193. The
        estimated liability is based on historical experience in plugging and abandoning
        wells, estimated cost to plug and abandon wells in the future and federal
        and
        state regulatory requirements.
  Note
        5 -
        Related Party Transactions
  Altamont
        Oil & Gas, Inc. (Altamont), an entity related through common ownership and
        management, is the operator of the wells in which the Company owns its working
        interests. As the operator of the wells, Altamont is responsible for remitting
        production taxes to the taxing authorities and royalty payments to the royalty
        interest owners. As of June 30, 2008, the Company had an outstanding receivable
        from Altamont of $37,297 for gas sales, and a payable to Altamont of $7,243
        for
        production taxes and royalties. The Company also purchased oil and gas leases
        from Altamont during the six months ended June 30, 2008 for a total of $12,260.
        This was the same amount originally paid by Altamont to acquire the
        leases.
  Note
        6 -
        Farm Out Agreement
  During
        2007 the Company entered into a Farm-out Agreement with Altamont and Numbers,
        Inc., an entity whose owner is a member of the Board of Directors of the
        Company, to drill a 10-well natural gas development program. This development
        program will involve the drilling of 5 wells in the Lake Frances Gas Field
        and 5
        wells in the Williams Gas Field, located in Pondera County, Montana. The
        Lake
        Frances Field is located south of Valier, Montana just offsetting the Lake
        Frances reservoir. The Williams Field is located 7 miles east of the town
        of
        Valier, Montana. The locations for the development program were determined
        from
        information gathered from a geological and engineering study. The surveying
        of
        each location and the permitting of each drill site with the Montana Board
        of
        Oil & Gas is currently being completed. The Company will receive 100% of the
        revenues until the drilling and completion costs have been recovered, at
        which
        time the Company's interest will revert to 50%.
  9
 
 **MAJESTIC
        OIL & GAS, INC. (A Development Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
   Note
        7 -
        Subsequent Event
  Subsequent
        to June 30, 2008, the Company opted to invest in the drilling and completion
        of
        two new natural gas wells located in Pondera County, Montana. In order to
        obtain
        a 25% working interest in the wells, the Company paid one third of the drilling
        and completion costs for the Boucher #18-1 well and the Stoltz #18-1 well.
        The
        amounts paid by the Company toward drilling and completion were $54,238 for
        the
        Boucher #18-1 and $54,085 for the Stoltz #18-1.
  10


**Item
              2.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation.**




FORWARD
      LOOKING STATEMENTS





The
      following discussion and analysis is provided to increase the understanding
      of,
      and should be read in conjunction with, the Financial Statements of the Company
      and Notes thereto included elsewhere in this Report. Historical results and
      percentage relationships among any amounts in these financial statements are
      not
      necessarily indicative of trends in operating results for any future period.
      The
      statements, which are not historical facts contained in this Report, including
      this Plan of Operations, and Notes to the Financial Statements, constitute
      "forward-looking statements" within the meaning of the Private Securities
      Litigation Reform Act of 1995. Such statements are based on currently available
      operating, financial and competitive information, and are subject to various
      risks and uncertainties. Future events and the Company's actual results may
      differ materially from the results reflected in these forward-looking
      statements. Factors that might cause such a difference include, but are not
      limited to, dependence on existing and future key strategic and strategic
      end-user customers, limited ability to establish new strategic relationships,
      ability to sustain and manage growth, variability of operating results, the
      Company's expansion and development of new service lines, marketing and other
      business development initiatives, the commencement of new engagements,
      competition in the industry, general economic conditions, dependence on key
      personnel, the ability to attract, hire and retain personnel who possess the
      technical skills and experience necessary to meet the service requirements
      of
      its clients, the potential liability with respect to actions taken by its
      existing and past employees, risks associated with international sales, and
      other risks described herein and in the Company's other SEC filings.





The
      safe
      harbors of forward-looking statements provided by Section 21E of the Exchange
      Act are unavailable to issuers of penny stock. As we issued securities at a
      price below $5.00 per share, our shares are considered penny stock and such
      safe
      harbors set forth under the Reform Act are unavailable to us.





The
      following discussion of our financial condition and results of operations should
      be read in conjunction with the Financial Statements and Notes to the Condensed
      Consolidated Financial Statements appearing elsewhere in this
      report.





OVERVIEW





Majestic
      Oil & Gas, Inc is engaged in the exploration, development, acquisition and
      operation of oil and natural gas properties. Because oil and natural gas
      exploration and development requires significant capital and because our assets
      and resources are limited, we participate in the gas industry through the
      purchase of interests in either producing wells or oil and natural gas
      exploration, development and production projects.





Majestic
      Oil & Gas, Inc. is a development stage company, and as such it is difficult
      for us to forecast our revenues or earnings accurately. We believe that future
      period-to-period comparisons of our operating results may not be meaningful
      and
      should not be relied upon as an indication of future performance as we have
      and
      will have no backlog of orders. Our operating results in one or more future
      quarters may fall below investor expectations which, assuming our common stock
      trades on a recognized market, would almost certainly cause the future trading
      price of our common stock to decline. You should read the following discussion
      together with the condensed consolidated financial statements and their
      accompanying notes, included elsewhere in the report.





Based
      upon our Management's experience in the oil and natural gas industry and on
      recent events, including increasing global demand for energy and energy
      disruptions caused by natural disasters, we believe the trend in oil and gas
      prices will remain relatively stable or decrease slightly, but over the
      long-term are more likely to increase. We expect to continue to generate
      positive net income from operations in the future, although our revenue and
      expenses will increase as we expand our drilling and ownership
      activities.




11




Majestic
      Oil & Gas, Inc participated in a drilling program in the Lake Frances Field
      during the Fourth Quarter 2007. Two successful gas wells were drilled; the
      B Ag,
      Inc #25-1 and the Vandenbos #19-1. Majestic Oil & Gas, Inc holds a 25%
      Working Interest in these two wells and the Company has seen an increase in
      production volumes, as a result of these two wells. In addition, Majestic Oil
      & Gas, Inc participated in the drilling of the Vandenbos #19-2 and the Jody
      Fields #4-1. The Vandenbos #19-2 well was subsequently plugged and abandoned.
      The Jody Fields #4-1 well, is a wildcat oil well, which is yet to be
      completed.




RESULTS
      OF OPERATIONS





*Three
      months ended June 30, 2008 vs. Three months ended June 30,
      2007*




Revenues
      for the three-month period ending June 30, 2008 were $37,297 compared to $7,582
      for the three-month period ending June 30, 2007. The reason for the major
      increase in the revenues between these two periods is a direct result of the
      two
      new wells brought on production during the 4 th Quarter
      of 2007, which increased production/sales volumes, as shown in the chart below
      and the price received per MCF.(MCF stands for the price per thousand cubic
      feet
      of natural gas)





Ludwig
                State 36-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007April
            255.96
            5.36
            378.47
            3.50May
            255.54
            6.33
            370.22
            3.67June
            246.06
            6.75
            339.08
            3.80Boucher
                #27-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007April
            67.44
            5.36
            238.84
            3.50May
            67.03
            6.33
            222.13
            3.67June
            68.06
            6.75
            166.24
            3.80B.
                Ag #25-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007April
            42.40
            5.36
            0May
            41.00
            6.33
            0June
            39.80
            6.75
            0Vandenbos
                #19-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCFApril
            1390.95
            5.36
            0May
            1328.66
            6.33
            0June
            1219.14
            6.75
            0




12


Majestic
      Oil & Gas, Inc’s Net Share of the production volumes from the Ludwig State
      #36-1 and Boucher #27-1 wells for the period ending June 30, 2008 were 960.09
      MCF compared to 1,714.98 MCF for the period ending June 30, 2007, due to the
      natural decline in production. However, production volumes significantly
      increased during the period as a result of the added production from the new
      natural gas wells, B. Ag #25-1 and Vandenbos #19-1. Second quarter production
      of
      4,061.95 MCF for the new wells, brings the Company’s total share of production
      to 5,022.04 MCF for the period ending June 30, 2008.




The
      Company’s expenses of $53,032 for the three-months ended June 30, 2008 increased
      by $25,429 compared to the $27,603 reported for expenses during the three-month
      period ending June 30, 2007. This increase is due in part to our legal,
      accounting and filing fees. The majority of the legal and accounting fees are
      a
      result of fees paid to our accountants and corporate auditor for financial
      statement preparation and review for the 1 st Quarter
      2007. In addition, the Company reported an increase of $8,610 in depletion,
      a
      non-cash item, from the $3,100 reported for the period ending June 30, 2007
      to
      the $11,710 reported for the period ending June 30, 2008.





The
      Company saw an increase in the expense for taxes and royalties of $4,651 from
      the $1,906 reported for the three-month period ending June 30, 2007 compared
      to
      the $6,557 for the three-month period ending June 30, 2008. This was due to
      the
      increase in production volumes and price.





The
      Company showed a Net Loss of $15,735 for the three-month period ending June
      30,
      2008 compared to a Net Loss of $20,021 for the same period in 2007. The variance
      between these to periods is directly related to the increase in revenues due
      to
      an increase in production volumes.





The
      Company expects to continue to see steady revenues through the end of 2008,
      as a
      result of the volumes expected from the two new wells. The Company continues
      to
      see a steady trend in natural gas pricing as of the date of this report.





The
      Company also plans to continue its pursuit of oil prospects in the Lake Frances
      Area, which if successful could contribute to an increase in future revenues
      due
      to the price per barrel of oil. With the price of crude oil at prices well
      above
      $100 per barrel and natural gas pricing at or around $7.00 per MCF, management
      continues to be committed to building the Company through drilling oil and
      natural gas prospects .





*Six
      months ended June 30, 2008 vs. Six months ended June 30, 2007*




Revenues
      for the six-month period ending June 30, 2008 were $70,654 compared to $16,377
      for the six-month period ending June 30, 2007. The reason for the major increase
      in the revenues between these two periods is a direct result of the two new
      wells brought on production during the 4 th Quarter
      of 2007, which increased production/sales volumes, as shown in the chart below.
      The Company also reported a steady increase in the price received per MCF.
      (MCF
      stands for the price per thousand cubic feet of natural gas)




13





Ludwig
                State 36-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007January
            284.63
            3.91
            426.94
            3.57February
            265.65
            4.45
            365.06
            3.53March
            261.73
            4.98
            397.24
            3.83April
            255.96
            5.36
            378.47
            3.50May
            255.54
            6.33
            370.22
            3.67June
            246.06
            6.75
            339.08
            3.80Boucher
                27-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007January
            89.10
            3.91
            297.83
            3.57February
            85.39
            4.45
            242.14
            3.53March
            73.22
            4.98
            262.14
            3.83April
            67.44
            5.36
            238.84
            3.50May
            67.03
            6.33
            222.13
            3.67June
            68.06
            6.75
            166.24
            3.80B.
                Ag #25-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCF2008
            2007January
            40.80
            3.91
            0February
            41.80
            4.45
            0March
            42.20
            4.98
            0April
            42.40
            5.36
            0May
            41.00
            6.33
            0June
            39.80
            6.75
            0Vandenbos
                #19-1
            Share
                of
              Production
                Volumes
            Price
                Per MCF
            Share
                of
              Production
                Volumes
            Price
                Per MCFJanuary
            1792.93
            3.91
            0February
            1658.87
            4.45
            0March
            1578.84
            4.98
            0April
            1390.95
            5.36
            0May
            1328.66
            6.33
            0June
            1219.14
            6.75
            0




14




Majestic
      Oil & Gas, Inc’s Net Share of the production volumes from the Ludwig State
      #36-1 and Boucher #27-1 wells for the six-month period ending June 30, 2008
      were
      2,019.81 MCF compared to 3,706.33 for the six-month period ending June 30,
      2007,
      due to the natural decline in production. However, production volumes
      significantly increased during the period as a result of the added production
      from the new natural gas wells, B. Ag #25-1 and Vandenbos #19-1. Production
      of
      9,217.39 MCF for the two new wells brings the Company’s total share of
      production to 11,237.20 MCF for the six months ended June 30, 2008.




The
      Company’s expenses of $106,741 increased significantly during the six-month
      period ending June 30, 2008 compared to the $54,093 reported for the same period
      in 2007. This increase is due in part to an increase in depletion, depreciation
      and amortization of $19,020, a non-cash item, from $6,600 reported for the
      period ending June 30, 2007 to the $25,620 reported for the period ending June
      30, 2008. The Company also saw an increase in the expense for taxes and
      royalties of $9,588 from the $4,117 reported for the six-month period ending
      June 30, 2007 compared to the $13,705 for the six-month period ending June
      30,
      2008. This was due to the increase in production volumes and price.





The
      Company showed a Net Loss of $36,087 for the six-month period ending June 30,
      2008 compared to a Net Loss of $37,716 for the same period in 2007. The variance
      between these to periods is directly related increase in sales volumes and
      price, as detailed above. The Company expects to continue to see steady revenues
      through the end of 2008, as a result of the volumes expected from the two new
      wells. The Company continues to see an a steady trend in natural gas pricing
      as
      of the date of this report.





The
      Company also plans to continue its pursuit of oil prospects in the Lake Frances
      Area, which if successful could contribute to an increase in future revenues
      due
      to the price per barrel of oil. With the price of crude oil well above $100
      per
      barrel and natural gas staying at or around $7.00 per MCF, Management is
      confident that we will build the Company through drilling oil and natural gas
      prospects.





Subsequent
      to the three-month and six-month period ended June 30, 2008, Majestic Oil &
Gas, Inc., opted to invest in the drilling and completion of two new natural
      gas
      wells located in Pondera County, Montana. In order to obtain a 25% Working
      Interest, the Company paid 1/3 of the drilling and completion costs for the
      following wells:




Boucher
      #18-1: Government Lot 4 (SWSW) - Section 18-T29N-R5W - $54,238.14


Stoltz
      #18-1: CSWSE-Section 18-T29N-R5W - $54,084.81





15





LIQUIDITY
      AND CAPITAL RESOURCES





We
      are
      still a development stage company. From our inception to June 30, 2008, we
      incurred an accumulated deficit of ($591,221). This deficit is primarily the
      result of approximately $300,000 in expenses associated with stock issuances
      during fiscal period ended December 31, 2002, and $301,264 in legal, accounting
      and filing fees incurred since inception which are associated with a publicly
      traded company.





In
      addition, as of June 30, 2008, we had $178,589 of current cash available. This
      increase in cash is due to a financing conducted during the three-month period
      ended June 30, 2008 in which 300,000 shares of Majestic Oil & Gas, Inc stock
      were issued at a price of $0.50 per share for a total of $150,000. The Company
      plans to use this cash influx for drilling and completing new oil and/or natural
      gas wells. Our cash resources of $178,589 are not sufficient to satisfy our
      cash
      requirements over the next 12 months. We need an additional minimum of
      $1,000,000 to finance our planned expansion in the next 12 months, which funds
      will be used for drilling of development oil and natural gas wells in the Lake
      Frances and Williams Fields. We hope to be able to raise additional funds from
      an offering of our stock in the future. However, this offering may not occur,
      or
      if it occurs, may not raise the required funding. We may also consider securing
      debt financing. We may not raise other equity or debt financing sufficient
      to
      fund this amount. If we don't raise or generate these funds, the implementation
      of our short-term business plan will be delayed or eliminated.





Our
      ability to continue as a going concern is dependent on our ability to raise
      funds to implement our planned development; however we may not be able to raise
      sufficient funds to do so. Our independent auditors have indicated that there
      is
      substantial doubt about our ability to continue as a going concern over the
      next
      twelve months. Our poor financial condition could inhibit our ability to achieve
      our business plan.





COMMITMENTS
      AND CONTINGENCIES





On
      July
      1, 2004, the Company entered into an operating agreement with Altamont Oil
&
Gas, Inc., through which Altamont Oil & Gas, Inc. will operate the wells in
      which we have acquired a working interest. Our share of monthly operating costs
      will be deducted from our monthly share of production revenue.





The
      Company acquired leases covering approximately 3,962.56 net acres of undeveloped
      land during 2007, for the purposes of future oil and gas development. This
      acreage is located in Pondera County, Montana in the vicinity of the Williams
      and Lake Frances Gas Fields. These leases remain in good standing with the
      term
      of the leases set for periods of 3 or 5 years. Management considers the value
      of
      the properties to be as much or more than for what they were
      acquired.





During
      the Second Quarter 2007, the Company entered into a Farm-out Agreement with
      Altamont Oil & Gas, Inc and Numbers, Inc to conduct a 10-well natural gas
      development program. This development program is still pending and will involve
      the drilling of 5 wells in the Lake Frances Gas Field and 5 wells in the
      Williams Gas Field, located in Pondera County, Montana. The Lake Frances Field
      is located south of Valier, Montana just offsetting the Lake Frances reservoir.
      The Williams Field is located 7 miles east of the town of Valier, Montana.





16




**Item
              3.**
            **Quantitative
                and Qualitative Disclosure about Market
                Risk**





Not
      applicable




**Item
              4.**
            **Controls
                and Procedures.**





Evaluation
      of Disclosure Controls and Procedures





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 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.





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 the fiscal
      period ending June 30, 2008 covered by this Quarterly Report on Form 10-Q.
      Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer
      has concluded that, as of the end of such period, the Company’s disclosure
      controls and procedures have been identified, but the Company has not yet tested
      their effectiveness. Because of this lack of testing, we cannot assure the
      effectiveness of the controls and procedures. There have been no significant
      changes in our internal controls over financial reporting during the six months
      ended June 30, 2008 that have materially affected or are reasonably likely
      to
      materially affect such controls. This conclusion by the Company’s Chief
      Executive Officer/Chief Financial Officer does not relate to reporting
      periods after June 30, 2008.





Management’s
      Report on Internal Control Over Financial Reporting





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.





Our
      management, including our CEO/CFO, has identified the critical disclosure
      controls and procedures associated with the Company’s internal control over
      financial reporting, but has not yet tested the effectiveness of these
      disclosure controls and procedures and, therefore, cannot yet deem these
      controls to be effective.  Therefore, management has determined that
      our internal controls and not effective and a material weakness exists related
      to the lack of testing of disclosure controls and procedures associated with
      the
      Company’s internal control over financial reporting for the period ended June
      30, 2008. This material weakness could materially affect the Company’s control
      over financial reporting. 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
      quarterly or interim financial statements will not be prevented or detected
      on a
      timely basis.





17


This
      quarterly 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 Quarterly Report on Form
      10-Q.





Changes
      in Internal Control Over Financial Reporting





No
      change
      in the Company’s internal control over financial reporting occurred during the
      quarter ended June 30, 2008, that materially affected, or is reasonably likely
      to materially affect, the Company s internal control over financial
      reporting.







**PART
      II — OTHER INFORMATION**




**Item
              1.**
            **Legal
                Proceedings.**




None.





**Item
              1A.**
            **Risk
                Factors**





Not
      applicable.





**Item
              2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds.**





(a)
            Unregistered
                Sales of Equity Securities.




The
      Registrant sold 300,000 shares of unregistered securities during the three
      months ended June 30, 2008 at a price of $0.50 per share for a total of
      $150,000. We
      relied
      upon Section 4(2) of the Securities Act of 1933, as amended, for the above
      issuance.





We
      believed that Section 3(a)(9) of the Securities Act was available because we
      issued the Exchange Shares solely in exchange for the Warrants and no commission
      or other remuneration was paid or given directly or indirectly for soliciting
      such exchange.





We
      believed that Section 4(2) of the Securities Act was available
      because:





·
            The
                issuance did not involve underwriters, underwriting discounts or
                commissions.·
            Restrictive
                legends were placed on all certificates issued as described above.


·
            The
                issuance did not involve general solicitation or
                advertising.·
            The
                issuance was made solely to Accredited Investors (as defined in Section
                501(a) of the Securities Act).





(b)
            Use
                of Proceeds.




The
      proceeds from the sale of Majestic Oil & Gas, Inc shares will be used for
      drilling and completing new oil and/or natural gas wells.





**Item
              3.**
            **Defaults
                Upon Senior
                Securities**




None.




18




**Item
              4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**




The
      Registrant did not submit any matters to a vote of its security holders during
      the three-months ended June 30, 2008.




**Item
              5.**
            **Other
                Information.**




Not
      applicable.




**Item
              6.**
            **Exhibits.**




(a)
      Exhibits.




**Exhibit**
            
            **Item**31.1
            
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of 200232.1*
            
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of
                2002


________________


*
      This
      exhibit shall not be deemed “filed” for purposes of Section 18 of the
      Securities Exchange Act of 1934 or otherwise subject to the liabilities of
      that
      section, nor shall it be deemed incorporated by reference in any filing under
      the Securities Act of 1933 of the Securities Exchange Act of 1934, whether
      made
      before or after the date hereof and irrespective of any general incorporation
      language in any filings.





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.






MAJESTIC
                OIL & GAS, INC.Date:August13,2008
            By:
            /s/ Patrick
                Montalban(Authorized
                Officer and Principal Executive Officer)







19


**EXHIBIT
      INDEX**






**Exhibit**
            
            **Item**31.1
            
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                302(a) of the Sarbanes-Oxley Act of 200232.1*
            
            Certification
                of Principal Executive and Principal Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002




________________


*
      This
      exhibit shall not be deemed “filed” for purposes of Section 18 of the
      Securities Exchange Act of 1934 or otherwise subject to the liabilities of
      that
      section, nor shall it be deemed incorporated by reference in any filing under
      the Securities Act of 1933 of the Securities Exchange Act of 1934, whether
      made
      before or after the date hereof and irrespective of any general







20