**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q/A**





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
             ̈
            
            Accelerated filer
             ̈Non-accelerated filer
             ̈
            
            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.










**Table
      of Contents**




PART
                I - ITEM 4. CONTROLS AND PROCEDURES
            
            3PART
                II - ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
            
            3




2





We
      are
      filing this Form 10-Q/A to amend Form 10-Q filed on August 14, 2008 to add
      supplemental information concerning management’s assessment of Internal Controls
      and Procedures which was incomplete and is being corrected in this
      Amendment.





**PART
      I - Item 4. Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures





As
      of
      June 30, 2008, under the direction of our Chief Executive Officer/Chief
      Financial Officer, we evaluated our disclosure controls and procedures as of
      June 30, 2008 and concluded that our disclosure controls and procedures were
      ineffective as of June 30, 2008 due to the following:The
      material weakness relates to the lack of segregation of duties in that our
      CEO
      and CFO are the same person.  In the preparation of
      audited financial statements, footnotes and financial data all of our
      financial reporting is carried out by our Chief Financial Officer, and we do
      not
      have an audit committee or independent CEO to monitor or review the work
      performed.   The lack of segregation of duties results
      from lack of a separate Chief Financial Officer with accounting technical
      expertise necessary for an effective system of internal control.  We are,
      in fact, a small, relatively simple operation from a financial point of view.
      In
      order to mitigate this material weakness to the fullest extent possible, all
      financial reports are reviewed by an outside accounting firm that is not our
      audit firm. All unexpected results are investigated. At any time, if it appears
      that any control can be implemented to continue to mitigate such weaknesses,
      it
      is immediately implemented. To mitigate further this material weakness to the
      fullest extent possible, although our CEO/CFO has identified the financial
      reporting risks and the controls and address and monitors the controls on an
      ongoing basis, we have requested that our outside accounting firm that is not
      our audit firm prior to November 14, 2008 perform direct tests of our internal
      controls and procedures to identify material weaknesses that in its opinion
      need
      to be addressed. If as a result it appears that any control can be implemented
      to continue to mitigate such weaknesses, it will be implemented as soon as
      practicable. Finally, as soon as our finances allow, we will hire an independent
      Chief Financial Officer.





There
      were no changes in our internal control over financial reporting during the
      fiscal quarter ended June 30, 2008, that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**PART
      II - 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.




3


**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: November
                10, 2008
            By:
            /s/ Patrick
                Montalban(Authorized
                Officer and PrincipalExecutive
                Officer)





**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




4





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


**MAJESTIC
      OIL & GAS, INC.**


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


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




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





1.
      I have
      reviewed this Quarterly Report for the quarter ended June 30, 2008 on Form
      10-Q/A of Majestic Oil & Gas, Inc.;





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





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in the report on Form 10-Q for the quarter ended June 30, 2008, fairly
      present in all material respects the financial condition, results of operations
      and cash flows of the registrant as of, and for, the periods presented in this
      report;





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





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





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





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





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





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







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





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





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







***CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED***


***PURSUANT
      TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002***




In
      connection with the quarterly report of Majestic Oil & Gas, Inc. (the
“Company”) on Form 10-Q/A for the period ended June 30, 2008 as filed with the
      Securities and Exchange Commission on the date hereof (the “Report”), the
      undersigned, in the capacities and on the dates indicated below, hereby
      certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:





(1)  The
      Report fully complies with the requirements of Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and




(2)  The
      information contained in the Report fairly presents, in all material respects,
      the financial condition and results of operations of the Company.




/s/
                Patrick MontalbanName:
            Patrick
                MontalbanTitle:
            President,
                Chief Executive Officer, andTreasurer




November
      10, 2008




A
      signed
      original of this written statement required by Section 906 has been provided
      to
      Majestic Oil & Gas, Inc. and will be retained by Majestic Oil & Gas,
      Inc. and furnished to the Securities and Exchange Commission or its staff upon
      request.