**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)


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





For
      the
      quarterly period ended: September 30, 2007





OR





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





For
      the
      transition period from to





**MAJESTIC
      OIL & GAS, INC.**


(Name
      of
      small business issuer in its charter)





20-3955577


(I.R.S.
      employer identification number)






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





Issuer's
      telephone number: 406-873-5580





SEC
      File
      Number: File No. 333-127813





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





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





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 6,810,000 shares of common stock outstanding
      as of November 9, 2007.




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










TABLE
      OF CONTENTS




PART
                I - Financial Information
            3Item
                1. Financial Statements
            3Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            11Item
                3. Controls and Procedures
            17PART
                II - OTHER INFORMATION
            17Item
                1. Legal Proceedings
            17Item
                2. Changes in Securities
            17Item
                3. Defaults upon Senior Securities.
            18Item
                4. Submission of Matters to a Vote of Security Holders.
            18Item
                5. Other Information.
            18Item
                6. Exhibits
            18










**PART
      I - Financial Information**





**Item
      1. Financial Statements**





The
      accompanying unaudited financial statements have been prepared in accordance
      with generally accepted accounting principles for interim financial reporting
      and pursuant to the rules and regulations of the Securities and Exchange
      Commission ("Commission"). While these statements reflect all normal recurring
      adjustments which are, in the opinion of management, necessary for fair
      presentation of the results of the interim period, they do not include all
      of
      the information and footnotes required by generally accepted accounting
      principles for complete financial statements. For further information, refer
      to
      the financial statements and footnotes thereto, contained in the Majestic Oil
      & Gas’s latest annual report filed with the Commission on Form 10-KSB.




3




**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**September 30,****2007**
            
            **December 31****UNAUDITED**
            
            **2006****ASSETS**Cash
                and cash equivalents
            
            **$**
            **172,935**
            
            **$**
            **189,304**Trade
                receivables
            
            
            **5,515**
            
            
            **8,444**Total
                Current Assets
            
            
            **178,450**
            
            
            **197,748****OIL
                AND GAS PROPERTIES**Oil
                and gas properties, using the fullcost
                method of accounting:Properties
                being amortized
            
            
            **192,187**
            
            
            **192,187**Properties
                not subject to amortization
            
            
            **59,997**
            
            
            **-**Less
                accumulated depletion, amortization and impairment
            
            
            **(59,700**
            **)**
            
            **(50,500**
            **)**Net
                Oil and Gas Properties
            
            
            **192,484**
            
            
            **141,687****OTHER
                ASSETS**Website
                development costs (less accumulated amortization)
            
            
            **2,290**
            
            
            **-**Total
                Assets
            
            **$**
            **373,224**
            
            **$**
            **339,435****LIABILITIES
                AND STOCKHOLDERS' EQUITY**Accounts
                payable
            
            **$**
            **689**
            
            **$**
            **3,319**Production
                taxes and royalties payable
            
            
            **1,386**
            
            
            **12,225**Total
                Liabilities
            
            
            **2,075**
            
            
            **15,544**Common
                stock, no par value-Authorized
                Shares - 100,000,000Issued
                & Outstanding: 6,645,000 shares
            
            
            **725,250**
            
            
            **624,000**Additional
                paid in capital
            
            
            **21,295**
            
            
            **-**(Deficit)
                accumulated during the development stage
            
            
            **(375,396**
            **)**
            
            **(300,109**
            **)**Total
                Stockholders' Equity
            
            
            **371,149**
            
            
            **323,891****$**
            **373,224**
            
            **$**
            **339,435**





4


**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**





**Three Months**
            
            
            **Three Months**
            
            
            **Nine Months**
            
            
            **Nine Months**
            
            
            **Inception****Ended**
            
            
            **Ended**
            
            
            **Ended**
            
            
            **Ended**
            
            
            **(April 16, 2002)****September 30,**
            
            
            **September 30,**
            
            
            **September 30,**
            
            
            **September 30,**
            
            
            **To September 30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**
            
            
            **2007****UNAUDITED**
            
            
            **UNAUDITED**
            
            
            **UNAUDITED**
            
            
            **UNAUDITED**
            
            
            **UNAUDITED****REVENUE**
            
            **$**
            **5,515**
            
            
            **$**
            **12,751**
            
            
            **$**
            **21,893**
            
            
            **$**
            **40,283**
            
            
            **$**
            **277,300****EXPENSES**Administrative
                staff
            
            
            **4,592**
            
            
            
            **1,653**
            
            
            
            **9,770**
            
            
            
            **4,987**
            
            
            
            **24,928**Board
                compensation
            
            
            **21,295**
            
            
            
            -
            
            
            
            **21,295**
            
            
            
            -
            
            
            
            **21,295**Organization
                expenses
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**
            
            
            
            **301,115**Taxes
                & royalties
            
            
            **1,387**
            
            
            
            **6,125**
            
            
            
            **5,504**
            
            
            
            **9,418**
            
            
            
            **76,023**Well
                operating fees
            
            
            **375**
            
            
            
            **3,264**
            
            
            
            **750**
            
            
            
            **3,764**
            
            
            
            **7,294**Legal,
                accounting and filing fees
            
            
            **5,451**
            
            
            
            **5,721**
            
            
            
            **32,735**
            
            
            
            **23,293**
            
            
            
            **99,371**Consulting
            
            
            **493**
            
            
            
            **-**
            
            
            
            **2,993**
            
            
            
            **-**
            
            
            
            **30,993**Engineering
            
            
            **-**
            
            
            
            **-**
            
            
            
            **2,362**
            
            
            
            **-**
            
            
            
            **3,862**Travel
            
            
            **2,226**
            
            
            
            **-**
            
            
            
            **2,226**
            
            
            
            **-**
            
            
            
            **4,925**Depletion
                and amortization
            
            
            **2,600**
            
            
            
            **5,000**
            
            
            
            **9,200**
            
            
            
            **15,000**
            
            
            
            **59,700**Transfer
                agent fees
            
            
            **1,265**
            
            
            
            **450**
            
            
            
            **3,208**
            
            
            
            **1,350**
            
            
            
            **10,601**Bank
                charges
            
            
            **160**
            
            
            
            **-**
            
            
            
            **198**
            
            
            
            **-**
            
            
            
            **556**Field
                expenses
            
            
            **1,021**
            
            
            
            **1,858**
            
            
            
            **3,533**
            
            
            
            **2,687**
            
            
            
            **5,536**Office
                expenses
            
            
            **139**
            
            
            
            **98**
            
            
            
            **936**
            
            
            
            **373**
            
            
            
            **1,990**Advertising
            
            
            **248**
            
            
            
            **-**
            
            
            
            **248**
            
            
            
            **-**
            
            
            
            **248**Phone
                and utilities
            
            
            **122**
            
            
            
            **198**
            
            
            
            **509**
            
            
            
            **619**
            
            
            
            **2,632**Amortization
            
            
            **210**
            
            
            
            **-**
            
            
            
            **210**
            
            
            
            **-**
            
            
            
            **210**Other
                regulatory expenses
            
            
            **1,503**
            
            
            
            **-**
            
            
            
            **1,503**
            
            
            
            **-**
            
            
            
            **1,503**Currency
                exchange (gain) loss
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**
            
            
            
            **(86**
            )**43,087**
            
            
            
            **24,367**
            
            
            
            **97,180**
            
            
            
            **61,491**
            
            
            
            **652,696****NET
                INCOME (LOSS)**
            
            
            **(37,572**
            **)**
            
            
            **(11,616**
            **)**
            
            **$**
            **(75,287**
            **)**
            
            
            **(21,208**
            **)**
            
            **$**
            **(375,396**
            **)****EARNINGS
                PER SHARE**Net
                Income, basic and diluted
            
            **$**
            **(0.01**
            **)**
            
            **$**
            **(0.00**
            **)**
            
            **$**
            **(0.01**
            **)**
            
            **$**
            **(0.00**
            **)**Weighted
                average number of sharesoutstanding
            
            
            **6,472,500**
            
            
            
            **6,240,000**
            
            
            
            **6,325,956**
            
            
            
            **6,240,000**Diluted
                potential shares -stock
                warrants
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**
            
            
            
            **-**Adjusted
                weighted average shares
            
            
            **6,472,500**
            
            
            
            **6,240,000**
            
            
            
            **6,325,956**
            
            
            
            **6,240,000**





5





**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY**





**(Deficit)****Accumulated****Additional**
            
            **During****Common Stock**
            
            **Paid In**
            
            **Development****Shares**
            
            **Amount**
            
            **Capital**
            
            **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 (UNAUDITED)
            ****
            ****
            **405,000**
            ****
            ****
            **101,250**
            ****
            ****
            **-**
            ****
            ****
            **-**
            ****
            
            ****
            **101,250**
            ****Common
                stock options issued (UNAUDITED)
            ****
            ****
            **-**
            ****
            ****
            **-**
            ****
            ****
            **21,295**
            ****
            ****
            **-**
            ****
            
            ****
            **21,295**
            ****Net
                loss for the nine monthsended
                September 30, 2007 (UNAUDITED)
            ****
            ****
            **-**
            ****
            ****
            **-**
            ****
            ****
            **-**
            ****
            ****
            **(75,287**
            **)**
            
            ****
            **(75,287**
            **)******
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            
            ****
            ****
            ******BALANCE,
                SEPTEMBER 30, 2007 (UNAUDITED)**
            ****
            ****
            **6,645,000**
            ****
            **$**
            **725,250**
            ****
            **$**
            **21,295**
            ****
            **$**
            **(375,396**
            **)**
            
            **$**
            **371,149**





6





**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**





**Inception****Nine Months**
            
            
            **Nine Months**
            
            
            **(April 16, 2002)****Ended**
            
            
            **Ended**
            
            
            **Through****September 30, 2007**
            
            
            **September 30, 2006**
            
            
            **September 30, 2007****UNAUDITED**
            
            
            **UNAUDITED**
            
            
            **UNAUDITED****OPERATING
                ACTIVITIES**
            
            
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ****Net
                income (loss)
            ****
            **$**
            **(75,287**
            **)**
            
            **$**
            **(21,208**
            **)**
            
            **$**
            **(375,396**
            **)**Changes
                and credits to net income (loss)not
                affecting cash
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ****Depletion
                and amortization
            ****
            ****
            **9,410**
            ****
            
            ****
            **15,000**
            ****
            
            ****
            **59,910**
            ****Organizational
                expenses paid withstock
            ****
            ****
            **-**
            ****
            
            ****
            **-**
            ****
            
            ****
            **300,000**
            ****Legal
                fees paid with stock
            ****
            ****
            **-**
            ****
            
            ****
            **-**
            ****
            
            ****
            **25,000**
            ****Stock
                compensation expense
            ****
            ****
            **21,295**
            ****
            
            ****
            **-**
            ****
            
            ****
            **21,295**
            ****Changes
                in assets and liabilities
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ****Trade
                receivables
            ****
            ****
            **2,929**
            ****
            
            ****
            **25,998**
            ****
            
            ****
            **(5,515**
            **)**Production
                taxes and royalties payable
            ****
            ****
            **(10,839**
            **)**
            
            ****
            **3,709**
            ****
            
            ****
            **1,386**
            ****Accounts
                payable
            ****
            ****
            **(2,630**
            **)**
            
            ****
            **-**
            ****
            
            ****
            **689**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******NET
                CASH FROM (USED FOR)OPERATING
                ACTIVITIES**
            ****
            ****
            **(55,122**
            **)**
            
            ****
            **23,499**
            ****
            
            ****
            **27,369**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******INVESTING
                ACTIVITIES**
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ****Website
                development
            ****
            ****
            **(2,500**
            **)**
            
            ****
            **-**
            ****
            
            ****
            **(2,500**
            **)**Additions
                to oil and gas properties
            ****
            ****
            **(59,997**
            **)**
            
            ****
            **-**
            ****
            
            ****
            **(92,184**
            **)******
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******NET
                CASH USED FOR INVESTINGACTIVITIES**
            ****
            ****
            **(62,497**
            **)**
            
            ****
            **-**
            ****
            
            ****
            **(94,684**
            **)******
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******FINANCING
                ACTIVITIES**
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ****Proceeds
                from issuance of stock
            ****
            ****
            **101,250**
            ****
            
            ****
            **-**
            ****
            
            ****
            **240,250**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******NET
                CASH USED FROM FINANCINGACTIVITIES**
            ****
            ****
            **101,250**
            ****
            
            ****
            **-**
            ****
            
            ****
            **240,250**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******NET
                CHANGE IN CASH AND CASHEQUIVALENTS**
            ****
            ****
            **(16,369**
            **)**
            
            ****
            **23,499**
            ****
            
            ****
            **172,935**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******CASH
                AND CASH EQUIVALENTS ATBEGINNING
                OF PERIOD**
            ****
            ****
            **189,304**
            ****
            
            ****
            **162,732**
            ****
            
            ****
            **-**
            ********
            ****
            ****
            ****
            ****
            
            ****
            ****
            ****
            
            ****
            ****
            ******CASH
                AND CASH EQUIVALENTS ATEND
                OF PERIOD**
            ****
            **$**
            **172,935**
            ****
            
            **$**
            **186,231**
            ****
            
            **$**
            **172,935**





7




**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





Notes
      to
      Unaudited September 30, 2007 Financial Statements:




Note
      1 -
      Business Activity and Basis of Presentation




*Principle
      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 nine months
      ended September 30, 2007 are not necessarily indicative of the operating results
      for the entire year.




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,
      2006.




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
      ($375,396) through September 30, 2007. 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, 2006 annual audited financial
      statements, except that certain significant accounting policies were adopted
      during the nine months ended September 30, 2007:




*Adopted
      prior to the nine months ended September 30, 2007 - 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.




8




**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





Notes
      to
      Unaudited September 30, 2007 Financial Statements (continued):




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.




*Adopted
      during the nine months ended September 30, 2007 -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 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 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 the first nine months of 2007, 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 September 30, 2007. The
      Company expects no material changes to unrecognized tax positions within the
      next twelve months.




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 Statement of Financial Accounting
      Standards No. 7 ("SFAS 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.




The
      Company is currently trading on the Over the Counter Bulletin Board under the
      symbol MJOG.OB.




9




**MAJESTIC
      OIL & GAS, INC. (A Development Stage Company)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





Notes
      to
      Unaudited September 30, 2007 Financial Statements (continued):




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 September 30, 2007, the estimated future
      cost to plug and abandon the Company's gas wells was not significant. 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 September 30, 2007, the Company had an outstanding
      receivable from Altamont of $5,515 for gas sales, and a payable to Altamont
      of
      $1,386 for production taxes and royalties. The Company also purchased four
      oil
      and gas leases from Altamont during the nine months ended September 30, 2007
      for
      a total of $28,144. This was the same amount originally paid by Altamont to
      acquire the leases.




Note
      6 -
      Farm Out Agreement




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%.




Note
      7 -
      Stock Options




The
      Company voided a stock option plan orginally adopted April 17, 2007 and no
      options were issued. The Company continues to evalute the granting of stock
      options to its employees and directors.




The
      Company granted an option to buy 125,000 shares at $0.38 per share to a member
      of the Company's Board of Directors of the Company on August 9, 2007. These
      options expire on August 9, 2008. The fair value of these options, $21,295,
      was
      recorded as Board compensation and additional paid in capital at the time the
      options were granted.




Note
      8 -
      Subsequent Events




On
      October 3, 2007, the Company issued 80,000 shares of its common stock to
      corporate legal counsel for legal services.




The
      Company participated in a drilling program during the month of October 2007.
      Two
      wells have been drilled to date, and the Company holds a 25% working interest
      in
      each of these two wells.




On
      October 24, 2007, the Company assigned to Altamont and to Numbers, Inc., an
      undivided 50% interest to each entity in oil and gas leases in Pondera County,
      Montana on 40 acres.





10





**Item
      2.** **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**





MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION
      AND RESULTS OF OPERATIONS





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 gas properties. Because 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 gas exploration and development and production
      projects.





11




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 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.





*Recent
      Developments*





The
      Company acquired leases covering approximately 1,248.9 acres of undeveloped
      land
      during the Third Quarter of 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.





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.





Subsequent
      to September 30, 2007, Majestic Oil & Gas, Inc recently participated in a
      drilling program in the Lake Frances Field during October 2007. Two successful
      gas wells have been drilled to-date; 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 once the wells are completed and placed on production, the Company
      expects to see a significant increase in production volumes.





RESULTS
      OF OPERATIONS





*Three
      months ended September 30, 2007 vs. Three months ended September 30,
      2006*





Revenues
      for the three-month period ending September 30, 2007 were $5,515 compared to
      $12,751 for the three-month period ending September 30, 2006. The reason for
      the
      major decrease in the revenues between these two periods is a direct result
      of
      the decrease in the price received for our natural gas production along with
      a
      decrease in production volumes, as shown in the chart below. This decrease
      is
      due to the natural production decline. (MCF stands for the price per thousand
      cubic feet of natural gas)




12


Ludwig
                  State 36-1
              
              Share
                  of
                ProductionVolumes
              
              PricePerMCF
              
              Share
                  of
                ProductionVolumes
              
              PricePerMCF2007
              
              2006July
              
              
              348.36
              
              
              3.60
              
              
              399.30
              
              
              3.20August
              
              
              336.39
              
              
              2.95
              
              
              402.60
              
              
              3.33September
              
              
              309.58
              
              
              2.55
              
              
              380.33
              
              
              3.35
 
 Boucher
                  27-1
              
              Share
                  of
                ProductionVolumes
              
              PricePerMCF
              
              Share
                  of
                ProductionVolumes
              
              PricePerMCF2007
              
              2006July
              
              
              190.58
              
              
              3.60
              
              
              370.84
              
              
              3.20August
              
              
              160.67
              
              
              2.95
              
              
              352.48
              
              
              3.33September
              
              
              139.01
              
              
              2.55
              
              
              341.14
              
              
              3.35




Majestic
      Oil & Gas, Inc’s Net Share of the production volumes from the Ludwig State
      #36-1 and Boucher #27-1 wells for period ending September 30, 2007 were 1,484.59
      MCF compared to 2,246.69 MCF for period ending September 30, 2006.





Our
      expenses of $43,087 increased significantly during the three-month period ending
      September 30, 2007 compared to the $24,367 reported for the same period in
      2006.
      This increase is a direct result of Board Compensation expense of $21,295,
      wherein the Company offered a Stock Option as incentive to bring another
      Director on to the Board. The Company saw a decrease in the expense for taxes
      and royalties of $4,738 from the $6,125 reported for the three-month period
      ending September 30, 2006 compared to the $1,387 three-month period ending
      September 30, 2007 due to decreased price and production. This is offset by an
      increase in Travel expenses of $2,226 for the period, in addition to increased
      Administrative Staff expenses from the $1,653 reported for the three-month
      period ending September 30, 2006 compared to the $4,592 reported for the
      three-month period ending September 30, 2007. The majority of the legal and
      accounting fees are a result of fees paid to our accountants and corporate
      auditor for the First and Second Quarter 2007 financial statement preparation
      and review.




The
      Company showed a Net Loss of $37,572 for the three-month period ending September
      30, 2007. This compares to the Net Loss of $11,616 for the same period in 2006.
      The variance between these periods is directly related to the decrease in
      revenues and volumes during the Third Quarter of 2007 and the changes in
      expenses detailed above.





*Nine
      months ended September 30, 2007 vs. Nine months ended September 30,
      2006*





Revenues
      for the nine-month period ending September 30, 2007 were $21,893 compared to
      $40,283 for the period nine-month period ending September 30, 2006, resulting
      in
      a decrease of $18,390. The reason for the major decrease in the revenues between
      these two periods is a direct result of the decrease in the price received
      for
      our natural gas production along with a decrease in production volumes, as
      shown
      in the chart below. This decrease is due to natural production decline. (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
                MCF2007
              
              2006January
              
              
              426.94
              
              
              3.57
              
              
              446.33
              
              
              9.00February
              
              
              365.06
              
              
              3.53
              
              
              380.33
              
              
              5.80March
              
              
              397.24
              
              
              3.83
              
              
              434.36
              
              
              4.60April
              
              
              378.47
              
              
              3.50
              
              
              363.00
              
              
              3.75May
              
              
              370.22
              
              
              3.67
              
              
              389.81
              
              
              4.00June
              
              
              339.08
              
              
              3.80
              
              
              374.55
              
              
              3.15July
              
              
              348.36
              
              
              3.60
              
              
              399.30
              
              
              3.20August
              
              
              336.39
              
              
              2.95
              
              
              402.60
              
              
              3.33September
              
              
              309.58
              
              
              2.55
              
              
              380.33
              
              
              3.35
  13
  Boucher
                  27-1
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCF
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCF2007
              
              2006January
              
              
              297.83
              
              
              3.57
              
              
              590.70
              
              
              9.00February
              
              
              242.14
              
              
              3.53
              
              
              408.17
              
              
              5.80March
              
              
              262.14
              
              
              3.83
              
              
              422.19
              
              
              4.60April
              
              
              238.84
              
              
              3.50
              
              
              327.53
              
              
              3.75May
              
              
              222.13
              
              
              3.67
              
              
              373.73
              
              
              4.00June
              
              
              166.24
              
              
              3.80
              
              
              370.63
              
              
              3.15July
              
              
              190.58
              
              
              3.60
              
              
              370.84
              
              
              3.20August
              
              
              160.67
              
              
              2.95
              
              
              352.48
              
              
              3.33September
              
              
              139.01
              
              
              2.55
              
              
              341.14
              
              
              3.35


Majestic
      Oil & Gas Operations, Inc’s Net Share of the production volumes from the
      Ludwig State #36-1 and Boucher #27-1 wells for the nine-month period ending
      September 30, 2007 were 5,190.92 MCF compared to 7,128.02 MCF for the nine-month
      period ending September 30, 2006.





Our
      expenses for the Nine Months Ended September 30, 2007 were $97,180, compared
      to
      $61,491 for the same period in 2006. This increase in expenses of $35,689 was
      due, in part, to an increase in Legal, Accounting and Filing fees of $9,442
      for
      the period in addition to Engineering and Consulting fees of $5,355. Also,
      the
      Company incurred a Board Compensation expense of $21,295, wherein the Company
      offered a Stock Option as incentive to bring another Director on the Board.
      The
      majority of the legal and accounting fees are a result of fees paid to our
      accountants and corporate auditor for the preparation and audit of the 2006
      financial statements, as well as, first and second quarter financial statement
      preparation and review. The increase in Engineering fees were a result of the
      hiring of a professional engineering firm to update the 2006 annual reserve
      report for the year-end Audit. The reported Consulting fee expenses were
      incurred for public relations purposes.




The
      Company showed a Net Loss of $75,287 for the Nine Months Ended September 30,
      2007 compared to a Net Loss of $21,208 for the same period in 2006. The variance
      between these periods is directly related to the decrease in revenues and
      volumes during the period and an increase in expenses, as previously
      described.





LIQUIDITY
      AND RESOURCE CAPITAL





We
      are a
      development stage company. From our inception to September 30, 2007, we incurred
      an accumulated deficit of ($375,396). This deficit is primarily the result
      of
      $300,000 in expenses associated with stock issuances during fiscal year ended
      December 31, 2002. In addition, as of September 30, 2007, we had $172,935 of
      current cash available. Our cash resources of $172,935 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 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.





14




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.





CRITICAL
      ACCOUNTING POLICIES





Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenues and expenses reported. Some accounting policies
      involve judgments and uncertainties to such an extent that there is reasonable
      likelihood that materially different amounts could have been reported under
      different conditions, or if different assumptions had been used. Actual results
      may differ from the estimates and assumptions used in the preparation of our
      consolidated financial statements. Described below are the most significant
      policies we apply, or intend to apply , in preparing our consolidated financial
      statements, some of which are subject to alternative treatments under accounting
      principles generally accepted in the United States of America. We also describe
      the most significant estimates and assumptions we make in applying these
      policies.





***Oil
      and Gas Activities***


Accounting
      for oil and gas activities is subject to special, unique rules. Two generally
      accepted methods of accounting for oil and gas activities are available —
successful efforts and full cost. The most significant differences between
      these
      two methods are the treatment of exploration costs and the manner in which
      the
      carrying value of oil and gas properties are amortized and evaluated for
      impairment. The successful efforts method requires exploration costs to be
      expensed as they are incurred while the full cost method provides for the
      capitalization of these costs. Both methods generally provide for the periodic
      amortization of capitalized costs based on proved reserve quantities. Impairment
      of oil and gas properties under the successful efforts method is based on an
      evaluation of the carrying value of individual oil and gas properties against
      their estimated fair value, while impairment under the full cost method requires
      an evaluation of the carrying value of oil and gas properties included in a
      cost
      center against the net present value of future cash flows from the related
      proved reserves, using period-end prices and costs and a 10% discount
      rate.





***Full
      Cost Method***


We
      use
      the full cost method of accounting for our 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.





15




***Depreciation,
      Depletion and Amortization***


The
      quantities of estimated proved oil and gas reserves will be a significant
      component of our calculation of depletion expense, and revisions in such
      estimates may alter the rate of future expense. Holding all other factors
      constant, if reserves are revised upward, earnings would increase due to lower
      depletion expense. Likewise, if reserves are revised downward, earnings would
      decrease due to higher depletion expense.





***Future
      Development and Abandonment Costs***


Future
      development costs include costs incurred to obtain access to proved reserves
      such as drilling costs and the installation of production equipment. Future
      abandonment costs include costs to dismantle and relocate or dispose of our
      production equipment, gathering systems and related equipment as well as land
      restoration costs. The Company develops estimates of these costs for each of
      our
      properties based upon their geographic location, type of production equipment,
      well depth, currently available procedures and ongoing consultations with
      construction and engineering consultants. Because these costs typically extend
      many years into the future, estimating these future costs is difficult and
      requires management to make judgments that are subject to future revisions
      based
      upon numerous factors, including changing technology and the political and
      regulatory environment. We review our assumptions and estimates of future
      development and future abandonment costs on an annual basis.





The
      accounting for future abandonment costs is based upon SFAS No. 143,
“Accounting for Asset Retirement Obligations.” This standard requires that a
      liability for the discounted fair value of an asset retirement obligation be
      recorded in the period in which it is incurred and the corresponding cost
      capitalized by increasing the carrying amount of the related long-lived asset.
      The liability is accreted to its present value each period, and the capitalized
      cost is depreciated over the useful life of the related asset. Holding all
      other
      factors constant, if our estimate of future abandonment and development costs
      is
      revised upward, earnings would decrease due to higher depreciation, depletion
      and amortization (“DD&A”) expense. Likewise, if these estimates are revised
      downward, earnings would increase due to lower DD&A expense.





***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. As of September 30, 2007, the Company had only natural
      gas sales.





***Stock
      Based Compensation***


The
      Company accounts for stock based compensation in accordance with 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 has no stock based compensation grants made
      before year 2006.





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.





16




***Income
      Taxes***


Effective
      January 1, 2007, the Company adopted the provisions of 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 the first nine months of 2007, the Company recognized no
      adjustments for uncertain tax benefits.





**Item
      3. Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures:





As
      of the
      end of the period covered by this report on Form 10-QSB, our Chief Executive
      Officer performed an evaluation of the effectiveness of our disclosure controls
      and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange
      Act. Based upon this evaluation, our Chief Executive officer concluded that
      our
      disclosure controls and procedures were effective to ensure that the information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act is (i) recorded, processed, summarized and reported within the
      time
      periods specified in the Securities and Exchange Commission’s rules and forms,
      and (ii) is accumulated and communicated to our management, including our Chief
      Executive Officer, to allow timely decisions regarding required
      disclosure.





Changes
      in Internal Control Over Financial Reporting:





There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the most recent fiscal quarter that have materially effected,
      or
      are reasonably likely to materially affect its internal control over financial
      reporting for that period.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





None





**Item
      2. Changes in Securities**





During
      the quarter ending September 30, 2007, Majestic Oil & Gas, Inc issued
      273,000 shares at a price of $0.25 per share for Gross Proceeds of $68,250
      from
      the exercise of Warrants by 10 warrant holders.





Our
      shares were issued in all of the foregoing transactions in reliance upon Section
      4(2) of the 1993 Act in view of the following:





·  None
      of
      these issuances involved underwriters, underwriting discounts or
      commissions,


·  The
      distribution did not involve general solicitation or advertising,


·  The
      distributions were made only to investors who were sophisticated enough to
      evaluate the risks of the investment.





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Furthermore,
      all of the above-referenced persons were provided the opportunity to obtain
      any
      additional information, to the extent we possessed such information, necessary
      to verify the accuracy of the information to which the investors were given
      access.





As
      the
      shares underlying the Warrants were registered for resale on Form SB-2, no
      restrictive legends were placed on all certificates issued, as described
      above.





**Item
      3. Defaults upon Senior Securities.**





None





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





None





**Item
      5. Other Information.**





None





**Item
      6. Exhibits** **and Reports Filed on Form 8-K**




**Form
      8-K filings**




8-K
      Current report, item 9.01; 2007-05-08 (Update)


8-K
      Current report, items 1.01 and 9.01; 2007-04-30




**Exhibit
                Number,**
            **Name
                and/or Identification of Exhibit**1
            31
            Certification
                of the Chief Executive Officer and ChiefFinancial
                Officer pursuant to Section 302 of theSarbanes-Oxley
                Act of 2002Attached2
            32
            Certification
                of the Chief Executive Officer andChief
                Executive Officer and ChiefFinancial
                Officer pursuant to U.S.C. Section 1350 asadopted
                pursuant to Section 906 of the Sarbanes-OxleyAct
                of 2002








**SIGNATURES**





In
      accordance with 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:
                  November 9, 2007/s/
                  Patrick MontalbanPatrick
                  MontalbanChief
                  Executive Officer and Chief Financial
                  Officer





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