UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 x           REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
quarterly period ended March 31,
2009
   ̈           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  ̈No x
 
 As of May
14, 2009, there were 7,808,000shares issued and
outstanding of the registrant’s common stock.
  
  INDEX
 
 PART I — FINANCIAL
    INFORMATION
                    3Item 1. Financial
Statements
                    3Item 2. Management’s Discussion and Analysis or
      Plan of Operation.
                    11Item 3. Quantitative and Qualitative Disclosure
      about Market Risk
                    14Item 4. Controls and
      Procedures.
                    15PART II — OTHER INFORMATION
                    15Item 1. Legal Proceedings.
                    15Item 1A. Risk Factors
                    15Item 2. Unregistered Sales of Equity Securities
      and Use of Proceeds.
                    15Item 3. Defaults Upon Senior
      Securities.
                    15Item 4. Submission of Matters to a Vote of
      Security Holders.
                    15Item 5. Other Information.
                    16Item 6. Exhibits.
                    16
  2
  PART
I — FINANCIAL INFORMATION
 
 Item
1. Financial Statements
  3
 
 MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 March
      31,2009
                                                    
                                                    
                                                    December
      31UNAUDITED
                                                    
                                                    
                                                    2008ASSETSCash
      and cash equivalents
                                                    
                                                    $
                                                    70,032
                                                    
                                                    
                                                    $
                                                    79,790Trade
      receivables
                                                    
                                                    
                                                    12,498
                                                    
                                                    
                                                    
                                                    24,070Deposit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Total
      Current Assets
                                                    
                                                    
                                                    82,530
                                                    
                                                    
                                                    
                                                    103,860OIL
      AND GAS PROPERTIESOil
      and gas properties, using the fullcost
      method of accounting:Properties
      being amortized
                                                    
                                                    
                                                    455,894
                                                    
                                                    
                                                    
                                                    455,894Properties
      not subject to amortization
                                                    
                                                    
                                                    201,514
                                                    
                                                    
                                                    
                                                    138,383Less
      accumulated depletion, amortization and impairment
                                                    
                                                    
                                                    (142,200
                                                    )
                                                    
                                                    
                                                    (129,400
                                                    )Net
      Oil and Gas Properties
                                                    
                                                    
                                                    515,208
                                                    
                                                    
                                                    
                                                    464,877OTHER
      ASSETSWebsite
      development costs (less accumulated amortization)
                                                    
                                                    
                                                    1,030
                                                    
                                                    
                                                    
                                                    1,240Total
      Other Assets
                                                    
                                                    
                                                    1,030
                                                    
                                                    
                                                    
                                                    1,240Total
      Assets
                                                    
                                                    $
                                                    598,768
                                                    
                                                    
                                                    $
                                                    569,977LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIESAccounts
      payable and accrued liabilities
                                                    
                                                    $
                                                    5,706
                                                    
                                                    
                                                    $
                                                    5,708Production
      taxes and royalties payable
                                                    
                                                    
                                                    2,464
                                                    
                                                    
                                                    
                                                    4,409Well
      settlement payable
                                                    
                                                    
                                                    57,130
                                                    
                                                    
                                                    
                                                    -Total
      Current Liabilities
                                                    
                                                    
                                                    65,300
                                                    
                                                    
                                                    
                                                    10,117Asset
      retirement obligation
                                                    
                                                    
                                                    8,879
                                                    
                                                    
                                                    
                                                    8,879Total
      Liabilities
                                                    
                                                    
                                                    74,179
                                                    
                                                    
                                                    
                                                    18,996STOCKHOLDERS'
      EQUITYCommon
      stock, no par value-Authorized
      Shares - 100,000,000Issued
      & Outstanding:  7,808,000 shares at March 31,
      2009;
                                                    
                                                    
                                                    1,155,500
                                                    
                                                    
                                                    
                                                    1,155,5007,808,000
      at December 31, 2008Additional
      paid in capital
                                                    
                                                    
                                                    21,295
                                                    
                                                    
                                                    
                                                    21,295Stock
      subscription receivable
                                                    
                                                    
                                                    (2,000
                                                    )
                                                    
                                                    
                                                    (2,000
                                                    )(Deficit)
      accumulated during the development stage
                                                    
                                                    
                                                    (650,206
                                                    )
                                                    
                                                    
                                                    (623,814
                                                    )Total
      Stockholders' Equity
                                                    
                                                    
                                                    524,589
                                                    
                                                    
                                                    
                                                    550,981Total
      Liabilities & Stockholders' Equity
                                                    
                                                    $
                                                    598,768
                                                    
                                                    
                                                    $
                                                    569,977
  4
 
 MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Three Months
                                            
                                            
                                            Three Months
                                            
                                            
                                            InceptionEnded
                                            
                                            
                                            Ended
                                            
                                            
                                            (April 16, 2002)March 31,
                                            
                                            
                                            March 31,
                                            
                                            
                                            March 31,2009
                                            
                                            
                                            2008
                                            
                                            
                                            2009UNAUDITED
                                            
                                            
                                            UNAUDITED
                                            
                                            
                                            UNAUDITEDREVENUE
                                            
                                            $
                                            12,498
                                            
                                            
                                            $
                                            33,357
                                            
                                            
                                            $
                                            439,717PRODUCTION
      (LIFTING) COSTS
                                            
                                            
                                            5,458
                                            
                                            
                                            
                                            8,752
                                            
                                            
                                            
                                            129,564EXPLORATION
      EXPENSES
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            3,862DEPLETION,
      DEPRECIATIONAND
      AMORTIZATION
                                            
                                            
                                            13,010
                                            
                                            
                                            
                                            13,910
                                            
                                            
                                            
                                            143,670INCOME
      FROM OIL & GASPRODUCING
      ACTIVITIES
                                            
                                            
                                            (5,970
                                            )
                                            
                                            
                                            10,695
                                            
                                            
                                            
                                            162,621SELLING,
      GENERAL &ADMINISTRATIVE
      EXPENSES
                                            
                                            
                                            20,422
                                            
                                            
                                            
                                            31,047
                                            
                                            
                                            
                                            812,827NET
      (LOSS)
                                            
                                            $
                                            (26,392
                                            )
                                            
                                            $
                                            (20,352
                                            )
                                            
                                            $
                                            (650,206
                                            )EARNINGS
      PER SHARENet
      Income, basic and diluted
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            (0.00
                                            )Weighted
      average number ofshares outstanding
                                            
                                            
                                            7,808,000
                                            
                                            
                                            
                                            7,508,000Diluted
      potential shares -stock warrants
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Adjusted
      weighted average shares
                                            
                                            
                                            7,808,000
                                            
                                            
                                            
                                            7,508,000
  5
  MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
 (Deficit)AccumulatedAdditional
                        
                        
                        Stock
                        
                        
                        DuringCommon
      Stock
                        
                        
                        Paid
      In
                        
                        
                        Subscription
                        
                        
                        DevelopmentShares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Receivable
                        
                        
                        Stage
                        
                        
                        TotalBEGINNING
      BALANCE, INCEPTION(APRIL
      16, 2002) TODECEMBER 31, 2004
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock issued
                        
                        
                        6,240,000
                        
                        
                        
                        624,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        624,000Net
      (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (346,422
                        )
                        
                        
                        (346,422
                        )BALANCE,
      DECEMBER 31, 2004
                        
                        
                        6,240,000
                        
                        
                        
                        624,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (346,422
                        )
                        
                        
                        277,578Common
      stock issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        66,381
                        
                        
                        
                        66,381BALANCE,
      DECEMBER 31, 2005
                        
                        
                        6,240,000
                        
                        
                        
                        624,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (280,041
                        )
                        
                        
                        343,959Common
      stock issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (20,068
                        )
                        
                        
                        (20,068
                        )BALANCE,
      DECEMBER 31, 2006
                        
                        
                        6,240,000
                        
                        
                        
                        624,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (300,109
                        )
                        
                        
                        323,891Common
      stock issued for services
                        
                        
                        330,000
                        
                        
                        
                        147,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        147,000Common
      stock warrants exercised
                        
                        
                        938,000
                        
                        
                        
                        234,500
                        
                        
                        
                        -
                        
                        
                        
                        (2,000
                        )
                        
                        
                        -
                        
                        
                        
                        232,500Common
      stock options issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        21,295
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        21,295Net
      (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (255,025
                        )
                        
                        
                        (255,025
                        )BALANCE,
      DECEMBER 31, 2007
                        
                        
                        7,508,000
                        
                        
                        
                        1,005,500
                        
                        
                        
                        21,295
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (555,134
                        )
                        
                        
                        469,661Common
      stock issued
                        
                        
                        300,000
                        
                        
                        
                        150,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        150,000Net
      (loss)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (68,680
                        )
                        
                        
                        (68,680
                        )BALANCE,
      DECEMBER 31, 2008
                        
                        
                        7,808,000
                        
                        
                        
                        1,155,500
                        
                        
                        
                        21,295
                        
                        
                        
                        (2,000
                        )
                        
                        
                        (623,814
                        )
                        
                        
                        550,981Net
      (loss) for the three monthsended March 31, 2009
      (UNAUDITED)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (26,392
                        )
                        
                        
                        (26,392
                        )BALANCE,
      MARCH 31, 2009
                        
                        
                        7,808,000
                        
                        
                        $
                        1,155,500
                        
                        
                        $
                        21,295
                        
                        
                        $
                        (2,000
                        )
                        
                        $
                        (650,206
                        )
                        
                        $
                        524,589
  6
 
 MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 InceptionThree
      Months
                                                        
                                                        
                                                        Three
      Months
                                                        
                                                        
                                                        (April
      16, 2002)Ended
                                                        
                                                        
                                                        Ended
                                                        
                                                        
                                                        ThroughMarch
      31, 2009
                                                        
                                                        
                                                        March
      31, 2008
                                                        
                                                        
                                                        March
      31, 2009UNAUDITED
                                                        
                                                        
                                                        UNAUDITED
                                                        
                                                        
                                                        UNAUDITEDOPERATING
      ACTIVITIESNet
      (loss)
                                                        
                                                        $
                                                        (26,392
                                                        )
                                                        
                                                        $
                                                        (20,352
                                                        )
                                                        
                                                        $
                                                        (650,206
                                                        )Changes
      and credits to net (loss)not
      affecting cashDepletion
      and amortization
                                                        
                                                        
                                                        13,010
                                                        
                                                        
                                                        
                                                        13,910
                                                        
                                                        
                                                        
                                                        143,670Organizational
      expenses paid withstock
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        300,000Legal
      fees paid with stock
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        172,000Stock
      compensation expense
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        21,295Changes
      in assets and liabilitiesTrade
      receivables
                                                        
                                                        
                                                        11,572
                                                        
                                                        
                                                        
                                                        (15,716
                                                        )
                                                        
                                                        
                                                        (12,498
                                                        )Deposits
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (5,000
                                                        )
                                                        
                                                        
                                                        -Production
      taxes and royalties payable
                                                        
                                                        
                                                        (1,945
                                                        )
                                                        
                                                        
                                                        2,714
                                                        
                                                        
                                                        
                                                        2,464Accounts
      payable
                                                        
                                                        
                                                        (2
                                                        )
                                                        
                                                        
                                                        9,239
                                                        
                                                        
                                                        
                                                        5,706NET
      CASH FROM (USED FOR)OPERATING
      ACTIVITIES
                                                        
                                                        
                                                        (3,756
                                                        )
                                                        
                                                        
                                                        (15,205
                                                        )
                                                        
                                                        
                                                        (17,568
                                                        )INVESTING
      ACTIVITIESWebsite
      development
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (2,500
                                                        )Additions
      to oil and gas properties
                                                        
                                                        
                                                        (6,002
                                                        )
                                                        
                                                        
                                                        (12,715
                                                        )
                                                        
                                                        
                                                        (431,400
                                                        )NET
      CASH (USED FOR) INVESTINGACTIVITIES
                                                        
                                                        
                                                        (6,002
                                                        )
                                                        
                                                        
                                                        (12,715
                                                        )
                                                        
                                                        
                                                        (433,900
                                                        )FINANCING
      ACTIVITIESProceeds
      from sale of common stock
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        150,000Proceeds
      from exercise of warrants
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        371,500NET
      CASH PROVIDED BY FINANCINGACTIVITIES
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        521,500NET
      CHANGE IN CASH AND CASHEQUIVALENTS
                                                        
                                                        
                                                        (9,758
                                                        )
                                                        
                                                        
                                                        (27,920
                                                        )
                                                        
                                                        
                                                        70,032CASH
      AND CASH EQUIVALENTS ATBEGINNING
      OF PERIOD
                                                        
                                                        
                                                        79,790
                                                        
                                                        
                                                        
                                                        77,329
                                                        
                                                        
                                                        
                                                        -CASH
      AND CASH EQUIVALENTS ATEND
      OF PERIOD
                                                        
                                                        $
                                                        70,032
                                                        
                                                        
                                                        $
                                                        49,409
                                                        
                                                        
                                                        $
                                                        70,032
  7
 
 MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1 -
Business Activity and Basis of Presentation
 
 Principal
Business Activity
 Majestic
Oil & Gas, Inc. (Company) is a development stage enterprise and its
operations consist of oil and natural gas development and production in the
Rocky Mountain region. The financial statements and notes to the financial
statements are the representation of the Company's management, who is
responsible for their integrity and objectivity. The accounting policies of the
Company are in accordance with generally accepted accounting principles and
conform to the standards applicable to development stage
enterprises.
 
 Basis
of Presentation
 The
accompanying interim financial statements of the Company are unaudited. In the
opinion of management, the interim data includes all adjustments, consisting
only of normal recurring adjustments necessary for a fair presentation of the
results for the interim period. The results of operations for the three months
ended March 31, 2009 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,
2008.
 
 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
($650,206) through March 31, 2009. 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, 2008 annual audited financial
statements, except that certain significant accounting policies were adopted
during the three months ended March 31, 2009:
 
 Adopted
prior to the three months ended March 31, 2009 -
 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
 
 Capitalized
costs of oil and gas interests may not exceed an amount equal to the present
value, discounted at 10%, of the estimated future net cash flows from proved
reserves plus the cost, or estimated fair market value if lower, of unproved
interests. Should capitalized costs exceed this ceiling, an impairment is
recognized. The present value of estimated future net cash flows is computed by
applying year end prices of oil and gas to estimated future production of proved
oil and gas reserves as of year end, less estimated future expenditures to be
incurred in developing and producing the proved reserves and assuming
continuation of existing economic conditions.
 
 Revenue
Recognition
 The
Company recognizes oil and gas revenues from its interests in producing wells as
oil and gas is produced and sold from the wells and when ultimate collection is
reasonably assured.
 
 Website
Development Costs
 The
Company has capitalized the costs associated with development of its website,
and is amortizing the cost over a three year period.
 
 Stock
Based Compensation
 The
Company accounts for stock based compensation in accordance with Statement of
Financial Accounting Standard (SFAS) No.123(R), “Share-Based Payment,” which
specifies the revised accounting alternative requirements for pre-2006 stock
based compensation grants existing at January 1, 2006 and the required
accounting for new grants starting January 1, 2006. The Company had no
stock based compensation grants made before year 2007.
 
 Accordingly,
the provisions of SFAS No.123(R) pertaining to pre-2006 grants do not apply. The
Company values its stock options awarded on or after January 1, 2006 at the
fair value at grant date using the Black-Scholes option pricing model.
Compensation expense for stock options is recorded over the vesting period on a
straight line basis. Compensation paid in vested stock is valued at the fair
value at the applicable measurement date and charged to expense at that
date.
 
 Income
Taxes
 Effective
January 1, 2007, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48 (“FIN 48”), “Accounting for
Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN
48 provides detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in the
financial statements in accordance with SFAS No. 109. Tax positions must meet a
“more-likely-than-not” recognition threshold at the effective date to be
recognized upon the adoption of FIN 48 and in subsequent periods. Upon the
adoption of FIN 48, the Company had no unrecognized tax benefits. During 2008
and during the first three months of 2009, 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 March 31, 2009. 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, 2009 and 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.
  9
 
 MAJESTIC
OIL & GAS, INC. (A Development Stage Company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Recent
Accounting Pronouncements
 
 In May
2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162,
The Hierarchy of Generally
Accepted Accounting Principles(SFAS No. 162). The objective of SFAS
No. 162 is to identify the sources of accounting principles and the
framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy). SFAS No. 162 will go into effect 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
(PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles. Management is
assessing the impact of the adoption of SFAS No. 162 on the
Company.
 
 In
December 2008 the SEC unanimously approved amendments to revise its oil and gas
reserves estimation and disclosure requirements. The amendments, among other
things, allows the use of new technologies to determine proved reserves; permits
the optional disclosure of probable and possible reserves; modifies the prices
used to estimate reserves for SEC disclosure purposes to a 12-month average
instead of a period end price; and requires that if a third party is primarily
responsible for preparing or auditing reserve estimates, the Company make
disclosures relating to the independence and qualifications of the third party,
including filing as an exhibit any report received from the third party. The
revised rules are effective January 1, 2010. The new requirements do not have an
impact on the Company’s 2009 financial statements.
 
 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, 2009, the estimated future cost
to plug and abandon the Company's gas wells was estimated to be $8,879. 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 March 31, 2009, the Company had an outstanding receivable
from Altamont of $12,498 for gas sales, and a payable to Altamont of $2,464 for
production taxes and royalties. The Company also received an Authorization for
Expenditure (AFE) for its share of costs associated with the Jody Fields #4-1
well, which remains under development as of March 31, 2009. The Company paid
$5,547 to Altamont for development costs, and has a payable to Altamont of
$57,130 for its remaining share of the AFE.
 
 Note 6 -
Farm Out Agreement
 
 During
2007 the Company entered into a Farm-out Agreement with Altamont and Numbers,
Inc., an entity whose owner is a member of the Board of Directors of the
Company, to drill a 10-well natural gas development program. This development
program will involve the drilling of 5 wells in the Lake Frances Gas Field and 5
wells in the Williams Gas Field, located in Pondera County, Montana. The Lake
Frances Field is located south of Valier, Montana just offsetting the Lake
Frances reservoir. The Williams Field is located 7 miles east of the town of
Valier, Montana. The locations for the development program were determined from
information gathered from a geological and engineering study. The surveying of
each location and the permitting of each drill site with the Montana Board of
Oil & Gas is currently being completed. The Company will receive 100% of the
revenues until the drilling and completion costs have been recovered, at which
time the Company's interest will revert to 50%.
  10
 
 Item
2. Management’s Discussion and Analysis or Plan of Operation.
 
 FORWARD LOOKING
STATEMENTS
 
 The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report. Historical results and
percentage relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements, which are not historical facts contained in this Report, including
this Plan of Operations, and Notes to the Financial Statements, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based on currently available
operating, financial and competitive information, and are subject to various
risks and uncertainties. Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC
filings.
 
 The safe
harbors of forward-looking statements provided by Section 21E of the Exchange
Act are unavailable to issuers of penny stock. As we issued securities at a
price below $5.00 per share, our shares are considered penny stock and such safe
harbors set forth under the Reform Act are unavailable to us.
 
 The
following discussion of our financial condition and results of operations should
be read in conjunction with the Financial Statements and Notes to the Condensed
Consolidated Financial Statements appearing elsewhere in this
report.
 
 OVERVIEW
 
 Majestic
Oil & Gas, Inc is engaged in the exploration, development, acquisition and
operation of oil and natural gas properties. Because oil and natural gas
exploration and development requires significant capital and because our assets
and resources are limited, we participate in the gas industry through the
purchase of interests in either producing wells or oil and natural gas
exploration, development and production projects.
 
 Majestic
Oil & Gas, Inc. is a development stage company, and as such it is difficult
for us to forecast our revenues or earnings accurately. We believe that future
period-to-period comparisons of our operating results may not be meaningful and
should not be relied upon as an indication of future performance as we have and
will have no backlog of orders. Our operating results in one or more future
quarters may fall below investor expectations which, assuming our common stock
trades on a recognized market, would almost certainly cause the future trading
price of our common stock to decline. You should read the following discussion
together with the condensed consolidated financial statements and their
accompanying notes, included elsewhere in the report.
 
 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 wells. The Vandenbos #19-2 well was subsequently plugged and
abandoned, as was the Jody Fields #4-1 well, a wildcat oil well.
 
 During
the Third Quarter 2008, Majestic Oil & Gas, Inc participated in the drilling
of the Boucher #18-1 and the Stoltz #18-1 wells. The Boucher #18-1 well was
completed as a 4th Bow
Island Gas well with initial production of 270 MCF per day. The Stoltz #18-1 was
also completed as a 4thBow
Island Gas well with initial production of 75 MCF per day. These natural gas
wells are located in Section 18-T29N-R5W, Pondera County, Montana and together
provide 345 MCF per day of new natural gas production. 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
  11
 
 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 generate positive net income
from operations in the future, and we expect our revenues and expenses to
increase as we expand our drilling and ownership activities. However, the
current economic crisis could have a negative impact on the Company’s revenues
due to the recent decrease in oil and natural gas
prices.   During the course of 2008, Majestic Oil & Gas, Inc
saw a significant increase in the price received per MCF (MCF stands for the
price per thousand cubic feet of natural gas) at a high of $7.71 and a dramatic
decrease to a low of $3.36, as detailed under “Results of
Operation.”  The current trend shows a continued decline in
pricing.  The price we received for our production directly affects
the amount of revenues we generate, which in turn affects the Company’s
liquidity and overall financial position.
  RESULTS OF
OPERATIONS
 
 Three Months Ended March 31,
2009 vs. Three Months Ended March 31, 2008:
 
 Three Months
                    Ended
                    March 31,2009
                  
                  
                  Three Months
                    Ended
                    March 31,2008Revenue
                  
                  $
                  12,498
                  
                  
                  $
                  33,357Expenses
                  
                  $
                  38,890
                  
                  
                  $
                  53,709Net
      Income (Loss)
                  
                  $
                  (26,392
                  )
      )
                  
                  $
                  (20,352
                  )
      )
 
 Revenues
for the period ended March 31, 2009 were $12,948 compared to $33.357 for the
period ended March 31, 2008. There was a significant decrease in the revenues
between these two periods as a result of the decrease in natural gas production
and the price received per MCF. Even with the production from the two new gas
wells, it was not enough to offset the decline in production from the existing
wells.
  Ludwig State 36-1
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF
                  
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF2009
                  
                  
                  2008January
                  
                  
                  231.21
                  
                  
                  
                  3.09
                  
                  
                  
                  284.63
                  
                  
                  
                  3.91February
                  
                  
                  211.20
                  
                  
                  
                  2.34
                  
                  
                  
                  265.65
                  
                  
                  
                  4.45March
                  
                  
                  218.83
                  
                  
                  
                  1.80
                  
                  
                  
                  261.73
                  
                  
                  
                  4.98
  Boucher
      27-1
                    
                    Share of
                      Production
                      Volumes
                    
                    
                    Price
                      Per
                      MCF
                    
                    
                    Share of
                      Production
                      Volumes
                    
                    
                    Price
                      Per
                      MCF2009
                    
                    
                    2008January
                    
                    
                    110.14
                    
                    
                    
                    3.09
                    
                    
                    
                    89.10
                    
                    
                    
                    3.91February
                    
                    
                    71.16
                    
                    
                    
                    2.34
                    
                    
                    
                    85.39
                    
                    
                    
                    4.45March
                    
                    
                    56.72
                    
                    
                    
                    1.80
                    
                    
                    
                    73.22
                    
                    
                    
                    4.98
 
 B. Ag #25-1
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF
                  
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF2009
                  
                  
                  2008January
                  
                  
                  38.80
                  
                  
                  
                  3.09
                  
                  
                  
                  40.80
                  
                  
                  
                  3.91February
                  
                  
                  33.80
                  
                  
                  
                  2.34
                  
                  
                  
                  41.80
                  
                  
                  
                  4.45March
                  
                  
                  36.80
                  
                  
                  
                  1.80
                  
                  
                  
                  42.20
                  
                  
                  
                  4.98
  Vandenbos #19-1
                  
                  Share of
                    Production
                    Volumes
                  
                  Price
                    Per
                    MCF
                  Share of
                    Production
                    Volumes
                  Price
                    Per
                    MCF2009
                  2008January
                  
                  708.06
                  
                  3.09
                  1792.93
                  3.91Febtuary
                  
                  632.57
                  
                  2.34
                  1658.87
                  4.45March
                  
                  
                  683.72
                  
                  1.80
                  1578.84
                  4.98
  12
 
 Boucher #18-1
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF
                  
                  Share of
                    Production
                    Volumes
                  Price
                    Per
                    MCF2009
                  
                  2008January
                  
                  
                  413.33
                  
                  
                  
                  3.09Febtuary
                  
                  
                  356.40
                  
                  
                  
                  2.34March
                  
                  
                  365.48
                  
                  
                  
                  1.80
 
 Stoltz #18-1
                  
                  Share of
                    Production
                    Volumes
                  
                  
                  Price
                    Per
                    MCF
                  
                  Share of
                    Production
                    Volumes
                  Price
                    Per
                    MCF2009
                  
                  2008January
                  
                  
                  27.83
                  
                  
                  
                  3.09Febtuary
                  
                  
                  19.50
                  
                  
                  
                  2.34March
                  
                  
                  13.41
                  
                  
                  
                  1.80
 
 Majestic
Oil & Gas Operations, Inc’s Net Share of the production volumes from the
Ludwig State #36-1, Boucher #27-1, B. Ag #25-1, Vandenbos #19-1, Boucher #18-1
and Stoltz #18-1 wells for period ended March 31, 2009 were 4,229 MCF compared
to 6,215 MCF for period ended March 31, 2008. The production decrease is a
result of natural decline in production over time.   The Company
expects to see an increase in production volumes in 2009 due to new wells
planned in its development of oil and natural gas prospects in the Lake Frances
area.
 
 Our total
expenses decreased by $14,819 from the $53,709 reported for the three months
ended March 31, 2008 compared to the $38,890 reported for the three months ended
March 31, 2009. Of those expenses, Production (Lifting) Costs decreased by
$3,293 from $8,752 for the three months ended March 31, 2008 to $5,458 for the
three months ended March 31, 2009. This decrease is directly attributable to the
decrease in production volumes between the two periods. There was a decrease in
the Selling, General & Administrative Expenses of $10,625 from the $20,422
reported for the period ended March 31, 2009 compared to the $31,047 reported
for the same period in 2008. The primary reason for the decrease was a decrease
of approximately $9,000 in engineering and professional fees incurred. As
mentioned above, revenues for the period decreased significantly as a result of
the combination of lower production volumes and the price per MCF.
 
 The
Company showed a Net Loss of ($26,392) for the three months ended March 31,
2009. This compares to the Net Loss of ($20,352) for the three months ended
March 31, 2008. The variance between these periods is directly related to the
decrease in revenues and volumes during the 1st Quarter
2009. While it is the Company’s hope that production volumes increase as a
result of its planned development and drilling program, the Company’s revenues
are subject to the volatility of natural gas prices, which continue to fluctuate
dramatically.
 
 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.
However, the price of crude oil has significantly decreased, as has the price of
natural gas.  In spite of the drop in the price of oil and natural
gas, Management is still confident that we will build the Company through
continued drilling of oil and natural gas prospects.
 
 Drilling
Activity
 
 The
following table sets forth the results of our drilling activities during the
three months ended March 31, 2009 and 2008:
 
 Drilling
      ActivityGross
      Wells
                  
                  
                  Net
      WellsThree
      Months ended March 31,
                  
                  Total
                  
                  
                  Producing
                  
                  
                  Dry
                  
                  
                  Total
                  
                  
                  Producing
                  
                  
                  Dry2009
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  02008
                  
                  
                  2
                  
                  
                  
                  2
                  
                  
                  
                  0
                  
                  
                  
                  0.5
                  
                  
                  
                  0.5
                  
                  
                  
                  0
 
 Net
Production, Average Sales Price and Average Production Costs
(Lifting)
  13
  The table
below sets forth the net quantities of oil and gas production (net of all
royalties, overriding royalties and production due to others) attributable to
the Company for the three month periods ended March 31, 2009 and 2008, and the
average sales price, and average production costs (including depreciation,
depletion and amortization, lease operating costs and all associated taxes) on a
per unit of production basis:
 
 Three
      Months ended March 31,
                  
                  2009
                  
                  
                  2008Net
      ProductionOil
      (Bbls)
                  
                  
                  -
                  
                  
                  
                  -Gas
      (Mcf)
                  
                  
                  4,229
                  
                  
                  
                  6,215Average
      Sales PricesOil
      (per Bbl)
                  
                  $
                  
                  
                  
                  $Gas
      (per Mcf)
                  
                  $
                  2.96
                  
                  
                  $
                  5.37Average
      Production Cost Per MCF
                  
                  $
                  1.29
                  
                  
                  $
                  1.40
 
 LIQUIDITY AND RESOURCE
CAPITAL
 
 We are
still a development stage company. From our inception to March 31, 2009, we
incurred an accumulated deficit of ($650,206). This deficit is primarily the
result of approximately $300,000 in expenses associated with stock issuances
during fiscal Year Ended December 31, 2002, and $282,000 in legal, accounting
and filing fees incurred since inception associated with being a publicly traded
company. As of March 31, 2009, we had $70,032 of current cash available. Our
cash resources of $70,032 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.
 
 Beginning
in 2007, the Company has acquired leases covering approximately 3,963 net acres
of undeveloped land for the purpose 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 being 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
  14
 
 Item
4. Controls and Procedures.
 
 As of
March 31, 2009, under the direction of our Chief Executive Officer/Chief
Financial Officer, we evaluated our disclosure controls and procedures as of
March 31, 2009 and concluded that our disclosure controls and procedures were
ineffective as of March 31, 2009 due to the following: There was material
weakness relating 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, our outside accounting firm that is not our audit firm performed
direct tests of our internal controls and procedures in place during the Year
Ended December 31, 2008 to identify material weaknesses that in its opinion need
to be addressed. No material weaknesses, other than the material weakness
identified above, were identified as a result of this testing. Finally, as soon
as our finances allow, we will hire an independent Chief Financial
Officer.
 
 Changes in Internal Control
Over Financial Reporting
 
 No change
in the Company’s internal control over financial reporting occurred during the
quarter ended March 31, 2009 that materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial
reporting.
 
 PART
II — OTHER INFORMATION
 
 Item
1. Legal Proceedings.
 
 None.
 
 Item
1A. Risk Factors
 
 Not
applicable.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 (a)           Unregistered Sales of Equity
Securities.
 
 None
 
 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, 2009.
 
 Item
5. Other Information.
 
 Not
applicable.
  15
 
 Item
6. Exhibits.
 
 (a)
Exhibits.
  Exhibit
                
                Item31.1
                
                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 14,
      2009
                        By:
                        /s/ Patrick
      Montalban(Authorized
      Officer and Principal Executive
Officer)
 
 EXHIBIT
INDEX
 
  Exhibit
              
              Item31.1
              
              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