**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**





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


For
      the
      quarterly period ended March
      31, 2008




o TRANSITION
      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  Noo




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 o





As
      of May
      12, 2008, there were 7,508,000 **** shares
      issued and outstanding of the registrant’s common stock. ****





**INDEX**




**Page**PART
                I.
            FINANCIAL
                INFORMATION
            3Item
                1.
            Financial
                Statements
            3Balance
                Sheets as of March 31, 2008 (unaudited) and December 31,
                2007
            3Statements
                of Operations for the Three Months Ended March 31, 2008 and 2007
                (unaudited)
            4Statements
              of
              Stockholders’
              Equity
            5Statements
                of Cash Flows for the Three Months Ended March 31, 2008 and 2007
                (unaudited)
            6Notes
                to Unaudited Financial Statements
            7Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            10Item
                3.
            Quantitative
                and Qualitative Disclosure about Market Risk
            13Item
                4
            Controls
                and Procedures
            14PART
                II.
            OTHER
                INFORMATION
            14Item
                1.
            Legal
                Proceedings
            14Item
                1A.
            Risk
                Factors
            14Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14Item
                3.
            Defaults
                Upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
                5.
            Other
                Information
            15Item
                6.
            Exhibits
            15Signatures
            
            15




2


**PART
      I — FINANCIAL INFORMATION**





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





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


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**March
                31,****2008**
            
            **December
                31****UNAUDITED**
            
            **2007****ASSETS**Cash
                and cash equivalents
            
            **$**
            **49,409**
            
            **$**
            **77,329**Trade
                receivables
            
            
            **33,357**
            
            
            **17,641**Deposit
            
            
            **5,000**
            
            
            -Total
                Current Assets
            
            
            **87,766**
            
            
            **94,970****OIL
                AND GAS PROPERTIES**Oil
                and gas properties, using the full cost method of
                accounting:Properties
                being amortized
            
            
            **325,051**
            
            
            **325,051**Properties
                not subject to amortization
            
            
            **137,241**
            
            
            **124,526**Less
                accumulated depletion, amortization and impairment
            
            
            **(82,500**
            **)**
            
            **(68,800**
            **)**Net
                Oil and Gas Properties
            
            
            **379,792**
            
            
            **380,777****OTHER
                ASSETS**Website
                development costs (less accumulated amortization)
            
            
            **1,870**
            
            
            **2,080**Total
                Other Assets
            
            
            **1,870**
            
            
            **2,080**Total
                Assets
            
            **$**
            **469,428**
            
            **$**
            **477,827****LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES**Accounts
                payable and accrued liabilities
            
            **$**
            **9,777**
            
            **$**
            **538**Production
                taxes and royalties payable
            
            
            **7,149**
            
            
            **4,435**Total
                Current Liabilities
            
            
            **16,926**
            
            
            **4,973**Asset
                retirement obligation
            
            
            **3,193**
            
            
            **3,193**Total
                Liabilities
            
            
            **20,119**
            
            
            **8,166****STOCKHOLDERS'
                EQUITY**Common
                stock, no par value-Authorized Shares - 100,000,000 Issued &
                Outstanding: 7,508,000 shares
            
            
            **1,005,500**
            
            
            **1,005,500**Additional
                paid in capital
            
            
            **21,295**
            
            
            **21,295**Stock
                subscription receivable
            
            
            **(2,000**
            **)**
            
            **(2,000**
            **)**(Deficit)
                accumulated during the development stage
            
            
            **(575,486**
            **)**
            
            **(555,134**
            **)**Total
                Stockholders' Equity
            
            
            **449,309**
            
            
            **469,661**Total
                Liabilities & Stockholders' Equity
            
            **$**
            **469,428**
            
            **$**
            **477,827**




3





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


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**





**Three Months**
            
            **Three Months**
            
            **Inception****Ended**
            
            **Ended**
            
            **(April 16, 2002)****March 31,**
            
            **March 31,**
            
            **To March 31,****2008**
            
            **2007**
            
            **2008****UNAUDITED**
            
            **UNAUDITED**
            
            **UNAUDITED****REVENUE**
            
            **$**
            **33,357**
            
            **$**
            **8,795**
            
            **$**
            **329,954****PRODUCTION
                (LIFTING) COSTS**
            
            
            **8,752**
            
            
            **3,160**
            
            
            **100,703****EXPLORATION
                EXPENSES**
            
            
            **-**
            
            
            **-**
            
            
            **3,862****DEPLETION,
                  DEPRECIATION** **AND
                  AMORTIZATION**
            
            
            **13,910**
            
            
            **3,500**
            
            
            **83,130****INCOME
                  FROM OIL & GASPRODUCING
                  ACTIVITIES**
            
            
            **10,695**
            
            
            **2,135**
            
            
            **142,259****SELLING,
                  GENERAL &ADMINISTRATIVE
                  EXPENSES**
            
            
            **31,047**
            
            
            **19,830**
            
            
            **717,745****NET
                (LOSS)**
            
            **$**
            **(20,352**
            **)**
            **$**
            **(17,695**
            **)**
            **$**
            **(575,486**
            **)****EARNINGS
                PER SHARE**Net
                Income, basic and diluted
            
            **$**
            **(0.00**
            **)**
            **$**
            **(0.00**
            **)**Weighted
                average number of shares****outstanding
            
            
            **7,508,000**
            
            
            **6,240,000**Diluted
                potential shares -****stock
                warrants
            
            
            **-**
            
            
            **-**Adjusted
                weighted average shares
            
            
            **7,508,000**
            
            
            **6,240,000**




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**Net
                (loss) for the three months****ended
                March 31, 2007 (UNAUDITED)
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **(20,352**
            **)**
            
            **(20,352**
            **)****BALANCE,
                MARCH 31, 2007**
            
            
            **7,508,000**
            
            **$**
            **1,005,500**
            
            **$**
            **21,295**
            
            **$**
            **(2,000**
            **)**
            **$**
            **(575,486**
            **)**
            **$**
            **449,309**




5





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


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**





**Inception****Three Months**
            
            **Three Months**
            
            **(April 16, 2002)****Ended**
            
            **Ended**
            
            **Through****March 31, 2008**
            
            **March 31, 2007**
            
            **March 31, 2008****UNAUDITED**
            
            **UNAUDITED**
            
            **UNAUDITED****OPERATING
                ACTIVITIES**Net
                (loss)
            
            **$**
            **(20,352**
            **)**
            **$**
            **(17,695**
            **)**
            **$**
            **(575,486**
            **)**Changes
                  and credits to net (loss) not affecting cashDepletion
                and amortization
            
            
            **13,910**
            
            
            **3,500**
            
            
            **83,130**Organizational
                  expenses paid with stock
            
            
            **-**
            
            
            **-**
            
            
            **300,000**Legal
                fees paid with stock
            
            
            **-**
            
            
            **-**
            
            
            **172,000**Stock
                compensation expense
            
            
            **-**
            
            
            **-**
            
            
            **21,295**Changes
                in assets and liabilitiesTrade
                receivables
            
            
            **(15,716**
            **)**
            
            **(351**
            **)**
            
            **(33,357**
            **)**Deposits
            
            
            **(5,000**
            **)**
            
            **-**
            
            
            **(5,000**
            **)**Production
                taxes and royalties payable
            
            
            **2,714**
            
            
            **(10,014**
            **)**
            
            **7,149**Accounts
                payable
            
            
            **9,239**
            
            
            **12,123**
            
            
            **9,777****NET
                  CASH FROM (USED FOR)OPERATING
                  ACTIVITIES**
            
            
            **(15,205**
            **)**
            
            **(12,437**
            **)**
            
            **(20,492**
            **)****INVESTING
                ACTIVITIES**Website
                development
            
            
            **-**
            
            
            **-**
            
            
            **(2,500**
            **)**Additions
                to oil and gas properties
            
            
            **(12,715**
            **)**
            
            **-**
            
            
            **(299,099**
            **)****NET
                  CASH (USED FOR) INVESTING** **ACTIVITIES**
            
            
            **(12,715**
            **)**
            
            **-**
            
            
            **(301,599**
            **)****FINANCING
                ACTIVITIES**Proceeds
                from exercise of warrants
            
            
            **-**
            
            
            **-**
            
            
            **371,500****NET
                  CASH PROVIDED BY FINANCING** **ACTIVITIES**
            
            
            **-**
            
            
            **-**
            
            
            **371,500****NET
                  CHANGE IN CASH AND CASHEQUIVALENTS**
            
            
            **(27,920**
            **)**
            
            **(12,437**
            **)**
            
            **49,409****CASH
                  AND CASH EQUIVALENTS ATBEGINNING
                  OF PERIOD**
            
            
            **77,329**
            
            
            **189,304**
            
            
            **-****CASH
                  AND CASH EQUIVALENTS AT** **END
                  OF PERIOD**
            
            **$**
            **49,409**
            
            **$**
            **176,867**
            
            **$**
            **49,409**




6




**MAJESTIC
        OIL & GAS, INC. (A Development Stage Company)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
  Note
        1 -
        Business Activity and Basis of Presentation
 
 *Principle
        Business Activity*
 Majestic
        Oil & Gas, inc. (Company) is a development stage enterprise and it
        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 three months
        ended March 31, 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
        ($575,486) through March 31, 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.
 
 *Adopted
        prior to the three months ended March 31, 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 CONSOLIDSATED 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 improvement 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 capitalzed 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 has 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 the
        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 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 three 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 related to uncertain tax positions
        were
        accrued at March 31, 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 months ended March 31, 2008 and 2007, and the year ended December
        31,
        2007.
 
 *Adopted
        during the three months ended March 31, 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, INC. (A DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 *Derivative
        Instruments and hedging Activities*
 
 In
        March
        2008, the Financial Accounting Standards Boards (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.
 
 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 March 31, 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 interest owners.
          As of
          march 31, 2008, the Company had an outstanding receivable from Altamont
          of
          $33,357 for gas sales, and a payable to Altamont during the three months
          ended
          march 31, 2008 for a total of $12,260. This was the same amount originally
          paid
          by Altamont to acquire paid by Altamont to acquire the leases.
 
 Note
          6 -
          Farm Out Agreement
 
 During
          2007 the Company entered into Farm-out Agreement with Altamont and Number,
          Inc.,
          an entity whose owner is a member of the Board of Directors of the Company,
          to a
          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 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 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. No additional options were granted during the three
        months
        ended March 31, 2008.


9




**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.


10





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.




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 March 31, 2008 vs. Three months ended March 31,
      2007*





Revenues
      for the three-month period ending March 31, 2008 were $33,357 compared to $8,795
      for the three-month period ending March 31, 2007. The most significant 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.
      (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
              
              2007January
              
              
              284.63
              
              
              3.91
              
              
              426.94
              
              
              3.57February
              
              
              265.65
              
              
              4.45
              
              
              365.06
              
              
              3.53March
              
              
              261.73
              
              
              4.98
              
              
              397.24
              
              
              3.83
 
 Boucher
                  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
              
              
              3.83
  11
 
 B.
                  Ag #25-1
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCF
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCF2008
              
              2007January
              
              
              40.80
              
              
              3.91
              
              
              -
              
              
              -February
              
              
              41.80
              
              
              4.45
              
              
              -
              
              
              -March
              
              
              42.20
              
              
              4.98
              
              
              -
              
              
              -
 
 Vandenbos
                  #19-1
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCF
              
              Share
                  of
                Production
                Volumes
              
              Price
                Per
                MCFJanuary
              
              
              1792.93
              
              
              3.91
              
              
              -
              
              
              -February
              
              
              1658.87
              
              
              4.45
              
              
              -
              
              
              -March
              
              
              1578.84
              
              
              4.98
              
              
              -
              
              
              -


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 March 31, 2008 were 1,059.72
      MCF compared to 1,991.35 MCF for the period ending March 31, 2007. Production
      volumes significantly increased, during the period, due to the B. Ag #25-1
      and
      Vandenbos #19-1. Current year production of 5,155.44 MCF for the new wells,
      bring the Company’s total share of production to 6,215.16 MCF for the period
      ending March 31, 2008.




The
      Company saw an increase in production (lifting) costs of $5,592, the majority
      of
      which is reflected in the expense for taxes and royalties, increasing $4,938
      from the $2,211 reported for the three month period ending March 31, 2007
      compared to the $7,149 for the three-month period ending March 31, 2008. This
      was due to the increase in production volumes and price.





As
      the
      result of production, the Company reported an increase of $10,200 in depletion,
      a non-cash item, from the $3,500 reported for the period march 31, 2007 to
      the
      $13,700 reported for the period ended March 31, 2008.





The
      Company’s selling, general and administrative expenses of $31,047 increased
      significantly during the three-month period ending March 31, 2008 compared
      to
      the $19,830 reported for the same period in 2007. This increase is due in part
      to the increase in our legal, accounting and filing fees. The majority of the
      legal and accounting fees are a result of the fees paid to our accountants
      and
      corporate auditor for financial statement preparation, audit and review for
      the
      year ended December 31, 2007.





The
      Company showed a Net Loss of $20,352 for the three-month period ending March
      31,
      2008 compared to a Net Loss of $17,695 for the same period in 2007. The variance
      between these to periods is directly related to the changes in expenses detailed
      above. The Company expects to continue to see steady revenues in 2008, as a
      result of the volumes expected from the two new wells. The Company continues
      to
      see an increasing 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 reaching and
      exceeding $120 per barrel recently and natural gas escalating to $11.00 per
      MCF,
      Management is confident that we will build the Company through drilling oil
      and
      natural gas prospects.


12





LIQUIDITY
      AND RESOURCE CAPITAL





We
      are
      still a development stage company. From our inception to March 31, 2008, we
      incurred an accumulated deficit of ($575,486). This deficit is primarily the
      result of approximately $300,000 in expenses associated with stock issuances
      during fiscal period ended December 31, 2002, and $289,920 in legal, accounting
      and filing fees incurred since inception which are associated with a publicly
      traded company.





In
      addition, as of March 31, 2008, we had $49,909 of current cash available. Our
      cash resources of $49,909 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 3,963 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.




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





Not
      applicable


13





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




**Evaluation
      of Disclosure Controls and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Securities Exchange Act of 1934
      reports is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to our management, including our Chief Executive Officer and
      our Chief Financial Officer, as appropriate, to allow timely decisions regarding
      required disclosure. In designing and evaluating the disclosure controls and
      procedures, our management recognized that any controls and procedures, no
      matter how well designed and operated, can provide only reasonable assurance
      of
      achieving the desired control objectives, and our management necessarily was
      required to apply its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.




Under
      the
      supervision of our Chief Executive Officer and Chief Financial Officer, we
      have
      identified the critical disclosure controls and procedures associated with
      the
      Company’s internal control over financial reporting, but have not yet tested the
      effectiveness of these disclosure controls and procedures and, therefore, cannot
      yet deem these controls to be effective. Therefore, the Company has determined
      that 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 three months ended March 31, 2008 and for the fiscal
      year ended December 31, 2007. This material weakness could materially affect
      the
      Company’s control over financial reporting.




**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 affected,
      or
      are reasonably likely to materially affect, its internal control over financial
      reporting for that period,
      other
      than the pre-existing material weakness discussed above.




**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 did not sell any unregistered securities during the three months
      ended March 31, 2008.




(b)
            Use
                of Proceeds.




The
      Registrant did not sell any unregistered securities during the three months
      ended March 31, 2008.




14


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




None.





**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 March 31, 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:May
                ***, 2008
            By:
            /s/ Patrick
                Montalban(Authorized
                Officer and Principal Executive
                Officer)




15


**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




16