U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

Mark One
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                     For the quarter ended November 30, 2008

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the transition period from ______ to _______

                          COMMISSION FILE NO. 000-52782

                            MAINLAND RESOURCES, INC.
                 ______________________________________________
                 (Name of small business issuer in its charter)

                 NEVADA                                90-0335743
    _______________________________       ____________________________________
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                       17314 STATE HIGHWAY 249, SUITE 306
                              HOUSTON, TEXAS 77064
                    ________________________________________
                    (Address of principal executive offices)

                                 (281) 469-5990
                           ___________________________
                           (Issuer's telephone number)

  Securities registered pursuant to Section    Name of each exchange on which
              12(b) of the Act:                         registered:
                     NONE
                     ____

          Securities registered pursuant to Section 12(g) of the Act:

                              COMMON STOCK, $0.0001
                              _____________________
                                (Title of Class)

Indicate by checkmark whether the issuer:  (1) has 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[ ]

<PAGE>

Indicate by check mark whether the registrant is a large  accelerated  filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                Accelerated filer         [ ]

Non-accelerated filer   [ ]                Smaller reporting company [X]

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Applicable  Only  to  Issuer  Involved  in  Bankruptcy  Proceedings  During  the
Preceding Five Years.
                                       N/A

Indicate by  checkmark  whether the issuer has filed all  documents  and reports
required to be filed by Section 12, 13 and 15(d) of the Securities  Exchange Act
of 1934 after the  distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]

                    Applicable Only to Corporate Registrants

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the most practicable date:

Class                                 Outstanding as of  January 10, 2009
Common Stock, $0.0001                 39,615,000



<PAGE>


                            MAINLAND RESOURCES, INC.

                                    Form 10-Q

Part 1.            FINANCIAL INFORMATION

Item 1.            FINANCIAL STATEMENTS
                      Balance Sheets                                           2
                      Statements of Operations                                 3
                      Statements of Cash Flows                                 4
                      Notes to Financial Statements                            5

Item 2.            Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        13

Item 3.            Quantitative and Qualitative Disclosures About Market
                   Risk                                                       22

Item 4.            Controls and Procedures                                    23

Part II.           OTHER INFORMATION

Item 1.            Legal Proceedings                                          24

Item 2.            Unregistered Sales of Equity Securities and Use of
                   Proceeds                                                   24

Item 3.            Defaults Upon Senior Securities                            24

Item 4.            Submission of Matters to a Vote of Security Holders        24

Item 5.            Other Information                                          24

Item 6.            Exhibits                                                   24


<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS

                             MAINLAND RESOURCES INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                NOVEMBER 30, 2008

                                   (UNAUDITED)














                                       1

<PAGE>
<TABLE>
<CAPTION>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                                 (U.S. Dollars)


                                                                                             November 30,       February 29,
                                                                                                 2008               2008
______________________________________________________________________________________________________________________________
                                                                                             (unaudited)          (audited)

                                     ASSETS

<S>                                                                                           <C>                <C>
   CURRENT ASSETS
      Cash                                                                                    $    393,908       $     19,495
      Deposit on properties (Note 4)                                                               750,000                  -
______________________________________________________________________________________________________________________________

     Total current assets                                                                        1,143,908             19,495

   OIL AND GAS PROPERTIES, unproven (Note 4)                                                     1,105,951              9,176
______________________________________________________________________________________________________________________________

   TOTAL ASSETS                                                                               $  2,249,859       $     28,671
==============================================================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   CURRENT LIABILITIES
      Accounts payable and accrued liabilities                                                $     98,375       $     38,119
      Accounts payable -  related parties  (Note 7)                                                      -              6,138
      Related party advance (Note 7)                                                                     -             83,239
______________________________________________________________________________________________________________________________

   TOTAL CURRENT LIABILITIES                                                                        98,375            127,496
______________________________________________________________________________________________________________________________

   STOCKHOLDERS' EQUITY (DEFICIT) (Note 5)
   Common stock, 200,000,000 shares authorized with $0.0001 par value
   Issued and outstanding - 39,615,000 common shares                                                 3,961              3,362
      (February 29, 2008 - 33,615,000)
   Additional paid-in-capital                                                                   14,850,600             54,014
   Deficit accumulated during exploration stage                                                (12,703,077)          (155,779)
______________________________________________________________________________________________________________________________
                                                                                                 2,151,484            (98,403)
   Other comprehensive income:
      Foreign currency loss                                                                              -               (422)
______________________________________________________________________________________________________________________________

   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                          2,151,484            (98,825)
______________________________________________________________________________________________________________________________

   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                         $  2,249,859       $     28,671
==============================================================================================================================

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                                                                                   May 12, 2006
                                                      Three Months Ended                Nine Months Ended         (inception) to
                                                  November 30,     November 30,    November 30,     November 30,    November 30,
                                                     2008             2007            2008             2007            2008
__________________________________________________________________________________________________________________________________

<S>                                              <C>                <C>             <C>              <C>             <C>
GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                   20,514            5,750            67,848         11,658          127,097
   Mineral property costs                                    -            9,052                 -          9,909           14,510
   Consulting Fees                                      44,123                -           536,480              -          536,480
   Management and rent fees - related party             30,000                -            86,000              -          100,420
     (Note 7)
   Marketing expenses                                   24,280                -           921,107              -          921,107
   Professional fee                                     66,333           13,795           179,029         50,421          246,629
   Salary expense (Note 6)                           1,182,500                -        10,797,185              -       10,797,185
__________________________________________________________________________________________________________________________________

NET OPERATING LOSS                                  (1,367,750)         (28,597)      (12,587,649)       (71,988)     (12,743,428)

OTHER INCOME
   Gain on settlement of debt                                -                -            33,239              -           33,239
   Interest income                                       1,085                -             7,112              -            7,112
__________________________________________________________________________________________________________________________________

NET LOSS                                            (1,366,665)         (28,597)      (12,547,298)       (71,988)     (12,703,077)

Comprehensive income (loss):
Foreign currency translation adjustment                      -                -               422              -                -
__________________________________________________________________________________________________________________________________

COMPREHENSIVE LOSS                               $  (1,366,665)     $   (28,597)    $ (12,546,876)   $   (71,988)    $(12,703,077)
==================================================================================================================================



BASIC
   LOSS PER COMMON SHARE                         $       (0.03)     $     (0.00)    $       (0.33)   $     (0.00)
=================================================================================================================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   - BASIC                                          39,615,000       27,812,790        38,188,768     23,665,920
=================================================================================================================

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                 Nine months ended                 May 12, 2006
                                                                                    November 30,                  (inception) to
                                                                              2008               2007           November 30, 2008
___________________________________________________________________________________________________________________________________

<S>                                                                       <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                $ (12,547,298)       $   (71,988)         $  (12,703,077)
  Adjustments to reconcile net loss to net cash used in operating
activities:
     - Non-cash mineral property expenditures (recoveries)                      (33,239)                 -                 (28,799)
     - Stock-based compensation (Note 6)                                     10,797,185                  -              10,797,185
     - Donated services and expenses                                                  -              6,367                  14,420
CHANGES IN OPERATING ASSETS AND LIABILITIES
     - Decrease in prepaid expenses and other                                         -              3,000                       -
     - (Decrease) in accounts payable - related parties                          (6,138)                 -                       -
    - Increase in accounts payable and accrued liabilities                       60,256             22,961                  98,375
___________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                        (1,729,234)           (39,660)             (1,821,896)
___________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in oil and gas property                                         (1,846,775)                 -              (1,855,951)
___________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                  (1,846,775)                 -              (1,855,951)
___________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on sale of common stock                                          3,950,000             20,452               3,988,516
    Advances from related party                                                       -              9,900                  83,239
___________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     3,950,000             30,352               4,071,755
___________________________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             422               (339)                      -
___________________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                     374,413             (9,647)                393,908

CASH, BEGINNING OF PERIOD                                                        19,495             14,236                       -
___________________________________________________________________________________________________________________________________

CASH, END OF PERIOD                                                       $     393,908        $     4,589          $      393,908
===================================================================================================================================


SUPPLEMENTAL CASH FLOW INFORMATION AND
  NONCASH INVESTING AND FINANCING ACTIVITIES:
     Cash paid for interest                                               $           -        $         -          $            -
     Cash paid for income taxes                                           $           -        $         -          $            -
     Common stock issued for acquisition of mineral property              $           -        $         -          $        4,440
     Common stock issued for satisfaction of liability                    $      50,000        $         -          $       50,000
     Donated services and expenses                                        $           -        $     6,367          $       14,420

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

Mainland Resources Inc. (the "Company") is an exploration stage company that was
incorporated  May 12,  2006 in the State of Nevada  for the  purpose  of mineral
exploration.  During  2008,  the Company  entered  into an option  agreement  on
certain oil and gas  leaseholds in the state of Louisiana  (refer to Notes 3 and
4). The Company now intends to locate, explore,  acquire and develop oil and gas
properties in the United  States.  The Company began  drilling its first well in
October 2008. Completion of the well is expected by the end of January 2009.

GOING CONCERN
The  Company  commenced  operations  on May 12,  2006 and has not  realized  any
revenues  since  inception.  As  of  November  30,  2008,  the  Company  has  an
accumulated deficit of $12,703,077.  The ability of the Company to continue as a
going  concern is dependent on raising  capital to fund ongoing  operations  and
carry out its business  plan and  ultimately  to attain  profitable  operations.
Accordingly,  these factors raise  substantial doubt as to the Company's ability
to  continue  as a going  concern.  To date,  the Company has funded its initial
operations  by way of  private  placements  of common  stock and  advances  from
related parties.  During the nine month period,  the Company completed a private
placement  at $0.67 per unit with each unit  consisting  of one common share and
one half  warrant at $1.33 per share  exercisable  for a period of one year from
issuance (refer to Note 5).

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  with the  instructions  to Form  10-Q.  They do not
include  all  information  and  footnotes  required by United  States  generally
accepted  accounting  principles  for complete  financial  statements.  However,
except  as  disclosed  herein,  there  have  been  no  material  changes  in the
information  disclosed  in the notes to the  financial  statements  for the year
ended  February 29, 2008 included in the Company's  Annual Report on Form 10-KSB
filed  with the  Securities  and  Exchange  Commission.  The  interim  unaudited
financial  statements  should  be  read  in  conjunction  with  those  financial
statements  included  in the Form  10-KSB.  In the  opinion of  Management,  all
adjustments  considered necessary for a fair presentation,  consisting solely of
normal recurring  adjustments,  have been made.  Operating  results for the nine
months ended  November 30, 2008 are not  necessarily  indicative  of the results
that may be expected for the year ending February 28, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

ORGANIZATION
The  Company  was  incorporated  on May 12,  2006 in the  State of  Nevada.  The
Company's fiscal year end is February 28.

BASIS OF PRESENTATION
These financial  statements are presented in United States dollars and have been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles.

OIL AND GAS PROPERTIES
The  Company  follows  the full cost  method of  accounting  for its oil and gas
operations  whereby all costs related to the acquisition of methane,  petroleum,
and natural gas interests are capitalized. Under this method, all productive and
non-productive  costs  incurred  in  connection  with  the  exploration  for and
development of oil and gas reserves are capitalized. Such costs include land and
lease acquisition  costs,  annual carrying charges of non-producing  properties,
geological and geophysical costs, costs of drilling and equipping productive and
non-productive  wells,  and direct  exploration  salaries and related  benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related  capitalized  costs without  recognition of a gain or loss unless
the  disposal  would  result in a change of 20 percent or more in the  depletion
rate. The Company currently operates solely in the U.S.

Depreciation  and depletion of proved oil and gas  properties is computed on the
units-of-production   method  based  upon  estimates  of  proved  reserves,   as
determined by  independent  consultants,  with oil and gas being  converted to a
common unit of measure based on their relative energy content.

                                       5
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

OIL AND GAS PROPERTIES (CONTINUED)
The costs of acquisition  and  exploration  of unproved oil and gas  properties,
including  any  related  capitalized   interest  expense,  are  not  subject  to
depletion,  but  are  assessed  for  impairment  either  individually  or  on an
aggregated  basis. The costs of certain  unevaluated  leasehold acreage are also
not  subject to  depletion.  Costs not  subject to  depletion  are  periodically
assessed for possible  impairment  or  reductions  in  recoverable  value.  If a
reduction in  recoverable  value has  occurred,  costs  subject to depletion are
increased or a charge is made  against  earnings  for those  operations  where a
reserve base is not yet established.

Estimated future removal and site  restoration  costs are provided over the life
of  proven  reserves  on  a  units-of-production  basis.  Costs,  which  include
production equipment removal and environmental  remediation,  are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry  standards.  The charge is included in the provision for
depletion and depreciation and the actual  restoration  expenditures are charged
to the accumulated provision amounts as incurred.

The Company applies a ceiling test to capitalized  costs which limits such costs
to the aggregate of the estimated  present value,  using a ten percent  discount
rate of the estimated  future net revenues from production of proven reserves at
year end at market  prices less future  production,  administrative,  financing,
site  restoration,  and  income  tax costs  plus the lower of cost or  estimated
market value of unproved  properties.  If  capitalized  costs are  determined to
exceed estimated future net revenues,  a write-down of carrying value is charged
to depletion in the period.

ASSET RETIREMENT OBLIGATIONS
The Company has adopted the  provisions of SFAS No. 143,  "Accounting  for Asset
Retirement Obligations." SFAS No. 143 requires the fair value of a liability for
an asset  retirement  obligation  to be  recognized in the period in which it is
incurred  if a  reasonable  estimate of fair value can be made.  The  associated
asset  retirement  costs are  capitalized as part of the carrying  amount of the
related oil and gas properties. As of November 30, 2008, there has been no asset
retirement obligations rendered.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those  estimates.  Significant  areas  requiring  management's
estimates  and  assumptions  are  the   determination   of  the  fair  value  of
transactions  involving  common  stock and  financial  instruments.  Other areas
requiring estimates include deferred tax balances and asset impairment tests.

FINANCIAL INSTRUMENTS
The fair  value of the  Company's  financial  assets and  financial  liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.

CONCENTRATIONS OF CREDIT RISK
Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist  principally  of cash  and  cash  equivalent  accounts  in
financial  institutions.  Cash and cash equivalents  exceeding federally insured
limits totaled $138,648 at November 30, 2008.

EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares  outstanding for the period.  Dilutive  earnings (loss) per share reflect
the  potential  dilution of  securities  that could share in the earnings of the
Company.  Dilutive  earnings (loss) per share is equal to that of basic earnings
(loss) per share as the effects of stock options and warrants have been excluded
as they are anti-dilutive.


                                       6
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  differences  are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at November 30, 2008,  the Company had net operating
loss carryforwards,  however, due to the uncertainty of realization, the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss carryforwards.

STOCK-BASED COMPENSATION
The Company has adopted SFAS No. 123(R),  "SHARE-BASED  PAYMENT," which requires
the compensation cost related to share-based payments, such as stock options and
employee stock purchase plans, be recognized in the financial  statements  based
on the grant-date fair value of the award.

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or  services  from other than  employees  in  accordance  with SFAS No.
123(R) and the conclusions reached by the Emerging Issues Task Force ("EITF") in
Issue No. 96-18.  Costs are measured at the  estimated  fair market value of the
consideration  received or the  estimated  fair value of the equity  instruments
issued,  whichever is more reliably measurable.  The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earliest  of a  performance  commitment  or  completion  of  performance  by the
provider of goods or services as defined by EITF 96-18.

RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163,  ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION
OF FASB  STATEMENT  NO.  60.  SFAS 163  requires  that an  insurance  enterprise
recognize a claim  liability prior to an event of default when there is evidence
that credit  deterioration has occurred in an insured financial  obligation.  It
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium revenue and claim liabilities,  and requires expanded  disclosures about
financial  guarantee  insurance   contracts.   It  is  effective  for  financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance  enterprise's  risk-management  activities.
SFAS 163 requires that disclosures about the  risk-management  activities of the
insurance enterprise be effective for the first period beginning after issuance.
Except for those disclosures, earlier application is not permitted. The adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial statements.

In March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments  and hedging  activities by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows. SFAS 161 achieves these improvements by requiring  disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also  provides  more  information  about an entity's  liquidity  by requiring
disclosure of  derivative  features that are credit  risk-related.  Finally,  it
requires  cross-referencing within footnotes to enable financial statement users
to locate important information about derivative  instruments.  SFAS 161 will be
effective for financial  statements  issued for fiscal years and interim periods
beginning after November 15, 2008, and will be adopted by the Company  beginning
in the first quarter of fiscal 2010. The Company does not expect there to be any
significant  impact of adopting SFAS 161 on its financial  position,  cash flows
and results of operations.

In December  2007,  the FASB issued  SFAS No.  160,  NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS,  AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on the Company's
financial position or results of operations.

                                       7
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any business combinations  completed by the Company prior to March
1, 2009 will be recorded and disclosed  following existing GAAP.  Management has
not  determined  the  effect  that  adopting  this  statement  would have on the
Company's financial position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15,  2007,  although  earlier  adoption is  permitted.  The Company has
determined  that the adoption of SFAS No. 159 during the period did not have any
material impact on the Company's results of operations or financial position.

In September  2006,  FASB issued SFAS No. 157,  FAIR VALUE  MEASURE"  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November  15,  2007,  which for the Company is the fiscal year
beginning  March 1, 2008. The Company has  determined  that the adoption of SFAS
No. 157 during the  period  did not have any  material  impact on the  Company's
results of operations or financial position.

NOTE 3 - MINERAL PROPERTIES
________________________________________________________________________________

SOUTHWEST AND SEDONA MINING CLAIM
The Company's two mining claims are located in the  Similkameen  Mining Division
of British  Columbia,  Canada.  As  described  in Notes 1 and 4, the Company has
changed its focus to oil and gas exploration and has decided not to proceed with
the development of these mineral properties.

On April 28, 2008, the Company exchanged its interest in these two mining claims
with a former  shareholder  of the Company in settlement of $33,239 owing by the
Company to the former shareholder (refer to Note 7). This amount was recorded as
a mineral  property  recovery  during the period and the  Company has no ongoing
obligations in connection with this property.

NOTE 4 - OIL AND GAS PROPERTIES
________________________________________________________________________________

EAST HOLLY PROSPECT
On February 27, 2008, the Company entered into an option  agreement (the "Option
Agreement") with Kingsley Resources,  Inc.  ("Kingsley"),  pursuant to which the
Company  acquired  all the  right,  title and  interest  Kingsley  has in and to
certain  leasehold  estates in the state of Louisiana  ("the Leases") which were
the subject of a purchase  agreement  dated  December  11,  2007,  and  modified
February 1, 2008  (collectively,  the "Leasehold  Purchase  Agreement")  between
Kingsley  and Permian  Basin  Acquisition  Fund  ("Permian"),  pursuant to which
Kingsley  had the right to acquire the  sub-surface  rights  provided for in the
Leases.  In order to  complete  the  acquisition  of the Leases the  Company was
required  to pay  $100,000  on April  2,  2008 to  Kingsley  and  assume  all of
Kingsley's  obligations  under the Leasehold  Purchase  Agreement.  On March 14,
2008, the Company completed the Option

                                       8
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 4 - OIL AND GAS PROPERTIES (CONTINUED)
________________________________________________________________________________

EAST HOLLY PROSPECT (CONTINUED)
agreement  and the  Leasehold  Purchase  Agreement  at a total cost of $687,596,
which  includes the $100,000 that was paid on April 2, 2008,  for  approximately
2,551 net acres.

COTTON VALLEY/ HAYNESVILLE
The Company has leased various other properties totalling  approximately 144 net
acres,  consisting of  approximately 84 net acres leased as of February 29, 2008
and added 60 net acres leased  during the nine month  period ended  November 30,
2008 for an  additional  consideration  of $22,753.  These  additional  property
leases,  within the Cotton  Valley/Haynesville  trend in the state of Louisiana,
are for three year  terms.  The Company has a 100%  Working  Interest  and a 75%
N.R.I. in the leases comprising a total of 2,695 net acres.

PETROHAWK VENTURE AGREEMENT
On July 14, 2008,  The Company  entered into a binding  venture  agreement  with
Petrohawk  Energy  Corporation  ("Petrohawk")  for the joint  development of the
Haynesville Shale on the Company's  properties ("the Leases") in De Soto Parish,
Louisiana.  Effective  August 4, 2008,  the Company  entered  into a  definitive
binding agreement with Petrohawk consummating the transaction on July 14, 2008.

Under the terms of the Agreement,  Petrohawk has agreed to pay 100% of the costs
of  development  associated  with the first well drilled below the Cotton Valley
Formation,  including drilling,  completing and fracture stimulating, as well as
costs up to and including pipeline connection.  Petrohawk has also agreed to pay
80% of all costs of the second well  drilled on the Leases below the base of the
Cotton Valley with the Company  paying the  remaining 20% of the costs.  For the
third and all  subsequent  wells  drilled  on the  Leases  below the base of the
Cotton Valley Formation, Petrohawk will pay 60% and the Company will pay 40%.

The Company  will  transfer  60% of its De Soto Parish  leases to  Petrohawk  at
closing,  but only as the  Leases  relate  to all  depths  below the base of the
Cotton Valley  Formation,  and  specifically  the Haynesville  Shale.  Petrohawk
agrees to gather and market the Company's  production from above the base of the
Cotton Valley Formation, pursuant to a mutually acceptable agreement.

GRIFFITHS 11- #1
The first well under the  Petrohawk  Venture  Agreement,  the  Griffiths 11- #1,
began  drilling in October  2008. It is expected that the well will be completed
and in production by the end of January 2009.

MISSISSIPPI PROSPECT
On September 3, 2008, the Company signed an Option  Agreement with Westrock Land
Corp to  acquire  5,000 net acres in mineral  oil and gas leases  located in the
State of Mississippi.  In accordance with the terms and provisions of the Option
Agreement;  (i ) the Company will acquire a 100% working  interest and a 75% net
revenue  interest  in the  Leases;  (ii) the  Company  has agreed to pay certain
acquisitions  costs per net  mineral  acres and also paid a $500,000  deposit on
September  3, 2008 to secure  the  Option  Agreement;  (iii) the  balance of the
acquisition  costs totalling  $2,275,000 will be due and payable upon completion
of the due  diligence,  to be completed by the Company no later than October 15,
2008.  The Option  Agreement  was extended on October 15, 2008 and then again on
November  30, 2008 whereby the current  option  period has been  extended  until
February 1, 2009.  Additional  deposits of $250,000  and  $100,000  were paid on
October 17, 2008 and December 1, 2008 in connection with these extensions.


NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)
________________________________________________________________________________

(A)      SHARE CAPITAL
The Company's  capitalization  is 200,000,000  common shares with a par value of
$0.0001 per share.

On February 25, 2008, the directors of the Company approved a special resolution
to undertake a forward split of the common stock of the Company on a basis of 20
new shares for 1 old share and was  effective  March 11, 2008.  On May 12, 2008,
the  directors  of the  Company  approved a special  resolution  to  undertake a
forward  split of the common  stock of the  Company on a basis of 1.5 new shares
for 1 old share and was effective March 29, 2008.

                                       9
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
________________________________________________________________________________
All references in these financial  statements to number of common shares,  price
per share and weighted average number of common shares  outstanding prior to the
20:1 forward  stock split on March 11, 2008 and the 1.5:1 forward stock split on
May 29, 2008 have been  adjusted to reflect  these stock splits on a retroactive
basis, unless otherwise noted.

(B)      PRIVATE PLACEMENTS
On June 15, 2006, the Company  issued  6,000,000  unregistered  shares of common
stock at $0.00003 per share for proceeds of $172.

On October 6, 2006, the Company issued 12,510,000  unregistered shares of common
stock at a price of $0.0014 per share for proceeds of $17,892.

On October 15, 2007, the Company issued 12,000,000 unregistered shares of common
stock at a price of $0.0017 per share for proceeds of $20,452.

During the nine month  period,  the  Company  completed a private  placement  of
6,000,000  unregistered  units at $0.67 per unit for proceeds of $4,000,000.  Of
this  amount,  $50,000  was by way of a  settlement  of debt  and the  remaining
$3,950,000  was  received in cash.  Each unit  consists of one common  share and
one-half  non-transferable  share purchase warrant;  one whole  non-transferable
purchase warrant is exercisable at $1.33 per share for a period of one year from
the date of issuance ending on May 1, 2009.

(C)      OTHER ISSUANCES
On July 15, 2006, the Company issued 3,105,000 shares of common stock at a price
of $0.0014 per share on settlement of $4,440 for mineral property acquisition.

(D)      SHARE PURCHASE WARRANTS
Details of the Company's  share purchase  warrants  issued and outstanding as of
November 30, 2008 are as follows:

<TABLE>
<CAPTION>

  Exercise price     Weighted average price       Number of warrants to purchase shares                 Expiry Date
________________________________________________________________________________________________________________________________

<S>   <C>                     <C>                               <C>                                         <C>
      $1.33                   $1.33                             3,000,000                               May 1, 2009


</TABLE>

The Company's share purchase warrants activity for the period ended November 30,
2008 is summarized as follows:

<TABLE>
<CAPTION>

                                                                 Weighted average exercise        Weighted average remaining
                                         Number of Warrants           Price per share           In contractual life (in years)
________________________________________________________________________________________________________________________________

<S>                                          <C>                              <C>                                   <C>
Balance, February 29, 2008                           -                        $      -                                 -
Issued                                       3,000,000                            1.33                                 -
Expired                                              -                               -                                 -
Exercised                                            -                               -                                 -
________________________________________________________________________________________________________________________________

Balance, November 30, 2008                   3,000,000                        $   1.33                              0.42
================================================================================================================================

</TABLE>


NOTE 6 - STOCK OPTION PLAN
________________________________________________________________________________

On April 7, 2008, the Board of Directors of the Company  ratified,  approved and
adopted a Stock  Option  Plan for the  Company  allowing  for the grant of up to
2,200,000 options to acquire common shares with terms of up to 10 years. On July
9, 2008,  the Board of Directors of the Company  ratified,  approved and amended
the Stock  Option  Plan for the  Company  increasing  the  allowable  grant from
2,200,000  options to 3,800,000  options.  In the event an optionee ceases to be
employed by or to provide  services to the Company for reasons other than cause,
any Stock  Option  that is vested and held by such  optionee  maybe  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the

                                       10
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 6 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________
Stock Option Plan is  transferable.  Any Stock Option held by an optionee at the
time of his death may be exercised by his estate within one year of his death or
such longer period as the Board of Directors may determine.

As approved by the Board of  Directors,  on April 7, 2008,  the Company  granted
2,100,000  fully  vested  stock  options  to  certain  officers,  directors  and
management  of the Company at $1.17 per share for terms of ten years.  The total
fair value of these  options at the date of grant was estimated to be $2,457,000
and was determined using the Black-Scholes option pricing model with an expected
life of 5 years,  a risk free interest rate of 2.75%, a dividend yield of 0% and
expected  volatility  of 260% and was  recorded  as a stock  based  compensation
expense in the quarter ended May 31, 2008.

As approved by the Board of Directors, between July 9, 2008 and August 19, 2008,
the Company  granted a total of 1,350,000  fully vested stock options to certain
officers and directors of the Company at prices  ranging from $4.20 per share to
$6.35 per share for terms of ten years. The total fair value of these options at
the date of grant was estimated to be $7,157,685  and was  determined  using the
Black-Scholes  option  pricing  model with the following  assumptions;  expected
lives of 5 years, risk free interest rates ranging from 3.07% - 3.12%,  dividend
yields of 0% and  expected  volatility  of 260%.  This amount was  recorded as a
stock based compensation expense in the quarter ended August 31, 2008.

As approved by the Board of Directors, on November 18, 2008, the Company granted
a total of 250,000  fully vested  stock  options to a director of the Company at
$5.00 per share for terms of ten years. The total fair value of these options at
the date of grant was estimated to be $1,182,500  and was  determined  using the
Black-Scholes option pricing model with the following  assumptions;  an expected
life of 5 years,  a risk free interest rate of 2.22%, a dividend yield of 0% and
expected  volatility  of 260%.  This  amount has been  recorded as a stock based
compensation expense in the quarter ended November 30, 2008.

The Company's  stock option  activity for the period ended  November 30, 2008 is
summarized as follows:

<TABLE>
<CAPTION>

                                                             Weighted average exercise     Weighted average remaining
                                         Number of Options        Price per share        In contractual life (in years)
_________________________________________________________________________________________________________________________

<S>                                          <C>                          <C>                                <C>
Balance, February 29, 2008                           -                    $      -                              -
Granted                                      3,700,000                        2.81                              -
Expired                                              -                           -                              -
Exercised                                            -                           -                              -
_________________________________________________________________________________________________________________________

Balance, November 30, 2008                   3,700,000                    $   2.81                           9.50
=========================================================================================================================

</TABLE>

NOTE 7 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________

During the year ended February 29, 2008, a shareholder  of the Company  advanced
$50,000 to the Company.  On May 1, 2008,  the advance was converted  into 50,000
private  placement units of the Company at a price of $0.67 as described in Note
5 (b).

During the year ended  February  29,  2008,  the Company  arranged a  short-term
non-interest  bearing advance for $33,239 from an existing  shareholder.  During
first  quarter  of fiscal  2009,  the  Company  exchanged  its  interest  in the
Southwest and Sedona mineral claims located in the province of British  Columbia
for the amount owing on this loan payable (refer Note 3).

The Company paid a total of $86,000 in management fees to officers and directors
of the Company for the nine month period  ending  November 30, 2008.  During the
nine month period ended  November 30, 2007,  the Company  recognized  $4,245 for
donated services and $2,122 for donated rent for office premises, which has been
recorded in office and general expenses.

                                       11
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2008
                                   (UNAUDITED)
________________________________________________________________________________


NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted FASB No. 109 for reporting purposes.  As of November 30,
2008,  the  Company  had  net  operating  loss  carryforwards  of  approximately
$1,887,000  that may be available to reduce future years' taxable income through
2028.  Future tax benefits  which may arise as a result of these losses have not
been  recognized  in  these  financial  statements,   as  their  realization  is
determined  not likely to occur and  accordingly,  the  Company  has  recorded a
valuation  allowance  for the  deferred  tax  asset  relating  to these tax loss
carryforwards.

NOTE 9 - SUBSEQUENT EVENTS
________________________________________________________________________________

The Option  Agreement  with Westrock Land Corp was extended on November 30, 2008
whereby the current  option  period has been  extended  until  February 1, 2009.
Additional deposits of $100,000 were paid on December 1, 2008 in connection with
the extensions (refer to Note 4).


                                       12
<PAGE>

                           FORWARD LOOKING STATEMENTS

Statements  made in this Form 10-Q that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

Mainland Resources,  Inc. was incorporated under the laws of the State of Nevada
on May 12, 2006 and has been engaged in the business of acquisition, exploration
and development of mineral  properties in the United States since its inception.
Our shares of common stock trade on the  Over-the-Counter  Bulletin  Board under
the symbol  "MNLU:OB."  We are a natural  resource  exploration  and  production
company currently engaged in the exploration, acquisition and development of oil
and gas  properties in the United States and within North  America.  Our primary
activity and focus is our lease in East Holly Field, De Soto Parish in northwest
Louisiana (the "De Soto Parish") as more fully described below. To date, we have
acquired  approximately  2,695 net acres within the De Soto Parish. We have also
leased various other properties totaling  approximately 144 net acres within the
Cotton  Valley/Haynesville  trend  in the  State  of  Louisiana  as  more  fully
described below.

Please note that throughout this Quarterly  Report,  and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Mainland  Resources,"  refers to
Mainland Resources, Inc.

RECENT DEVELOPMENTS

FEBRUARY 2008 FORWARD STOCK SPLIT

On February 25,  2008,  our Board of  Directors,  pursuant to minutes of written
consent in lieu of a special  meeting,  authorized  and approved a forward stock
split of twenty for one (20:1) of our total  issued  and  outstanding  shares of
common stock (the "February 2008 Forward Stock Split"). Each of our shareholders
holding one share of common stock was entitled to receive an  additional  twenty
shares of our restricted common stock. The additional shares of our common stock

                                       13
<PAGE>

to be issued to the  shareholders  in accordance  with the February 2008 Forward
Stock Split were mailed on  approximately  March 15, 2008  without any action on
the part of the shareholders.

The February 2008 Forward Stock Split was effectuated based on market conditions
and upon a  determination  by our  Board of  Directors  that the  February  2008
Forward Stock Split was in our best  interests and of the  shareholders.  In our
judgment,  the February 2008 Forward Stock Split  resulted in an increase in our
trading  float of  shares  of  common  stock  available  for sale  resulting  in
facilitation of investor  liquidity and trading volume potential.  The intent of
the February 2008 Forward Stock Split was to increase the  marketability  of our
common stock.

The February  2008  Forward  Stock Split was  effectuated  with a record date of
March 11,  2008 upon  filing the  appropriate  documentation  with  NASDAQ.  The
February 2008 Forward Stock Split  increased  issued and  outstanding  shares of
common stock from 1,120,500 to approximately  22,410,000 shares of common stock.
The current  authorized  share  capital  continued to be  200,000,000  shares of
common stock with a par value of $0.0001 per share.

MAY 2008 FORWARD STOCK SPLIT

On May 12, 2008, our Board of Directors,  pursuant to minutes of written consent
in lieu of a special  meeting,  authorized and approved a forward stock split of
1.5 for one (1.5:1) of our total issued and  outstanding  shares of common stock
(the "May 2008 Forward Stock Split").

The May 2008 Forward Stock Split was effectuated  based on market conditions and
upon a  determination  by our Board of Directors that the May 2008 Forward Stock
Split was in our best interests and of the  shareholders.  In our judgment,  the
May 2008 Forward  Stock Split will further  result in an increase in our trading
float of shares of common stock  available for sale resulting in facilitation of
investor  liquidity  and trading  volume  potential.  The intent of the May 2008
Forward  Stock  Split is to further  increase  the  marketability  of our common
stock.

The May 2008 Forward Stock Split was  effectuated  with a record date of May 29,
2008 upon filing the appropriate documentation with NASDAQ. The May 2008 Forward
Stock Split  increased  our issued and  outstanding  shares of common stock from
26,410,000 to approximately  39,615,000 shares of common stock. The total number
of shares of common stock issued and  outstanding had previously been 22,410,000
since March 11, 2008 pursuant to a forward stock split  effectuated  pursuant to
the February 2008 Forward Stock Split. We subsequently  issued  4,000,000 shares
in accordance with the terms and provisions of a private placement offering thus
bringing  the total number of issued and  outstanding  shares of common stock to
26,410,000 as of May 29, 2008. The current authorized share capital continued to
be 200,000,000 shares of common stock with a par value of $0.0001 per share.

CURRENT BUSINESS OPERATIONS

We are a natural resource  exploration and production  company currently engaged
in the exploration, acquisition and development of oil and gas properties in the
United States and within North  America.  Our primary  activity and focus is our
lease in the De Soto Parish. To date, we have acquired  approximately  2,695 net
acres within the De Soto Parish.  We have also leased  various other  properties

                                       14
<PAGE>

totaling approximately 144 net acres within the Cotton  Valley/Haynesville trend
in the State of Louisiana as more fully described below.

EAST HOLLY FIELD, DE SOTO PARISH, LOUISIANA

On  February  27,  2008,  we  entered  into an  option  agreement  (the  "Option
Agreement") with Kingsley  Resources,  Inc.,  Nevada  corporation  ("Kingsley"),
pursuant to which we acquired all the right,  title and interest Kingsley has in
and to certain  leasehold  estates (the "Leases") located in East Holly Field of
the De Soto  Parish.  The  Leases  create a  contiguous  block of acreage on the
southeast  flank of the East  Holly  Field.  The  Leases  were the  subject of a
certain purchase agreement dated December 11, 2007 and modified February 1, 2008
(collectively,  the "Leasehold Purchase Agreement") between Kingsley and Permian
Basin  Acquisition  Fund  ("Permian"),  pursuant to which Kingsley  acquired the
sub-surface rights provided for in the Leases.

In  accordance  with the terms  and  provisions  of the  Option  Agreement:  (i)
Kingsley granted to us all of its right, title and interest in and to the Leases
and we  assumed  all  rights,  duties  and  obligations  of  Kingsley  under the
Leasehold Purchase Agreement;  (ii) we agreed to pay to Kingsley $100,000, which
is payable as a reimbursement of a deposit paid by Kingsley to Permian under the
Leasehold  Purchase  Agreement;  and (iii) on or about  March 15, 2008 or at the
time we pay the $100,000 to Kingsley  under the Option  Agreement and such other
amounts  to  Permian  as  required  of  Kingsley  under the  Leasehold  Purchase
Agreement,  the right,  title and interest of Permian and Kingsley in the Leases
will be transferred and delivered to us, subject to residual royalty payment and
other rights  reserved  under the  Leasehold  Purchase  Agreement and the Option
Agreement by Permian and Kingsley.

On March 14, 2008,  we paid to Permian the aggregate  amount of $587,596,  which
amount did not include the $100,000  required to be paid by us to Kingsley under
the terms of the Option Agreement, the $100,000 was paid to Kingsley on April 2,
2008.  In  accordance  thereof,  the right,  title and  interest  of Permian and
Kingsley in the Leases were transferred to us effective March 14, 2008 by way of
assignment.  As of the date of this  Quarterly  Report,  we have  completed  the
Option  Agreement  and the  Leasehold  Purchase  Agreement  at a  total  cost of
$687,596 for approximately 2,551 net acres.

DRILLING INITIATIVES

As of the date of this Quarterly  Report,  in conjunction with our joint venture
partner, Petrohawk Energy Corporation ("Petrohawk"),  our technical team (guided
by management) will determine our drilling  initiatives.  These  initiatives are
based on project priority, leasehold requirements and availability of resources,
access,  costs and a number of factors  that go into  strategic  planning.  With
regards to the East Holly Field, management intends to drill its initial well to
a depth  similar to that of other  area  participants  in the Cotton  Valley and
Hosston  formations and the Haynesville Shale. The technical team in conjunction
with our joint venture  partner  expects that other wells drilled in this region
will be based on the  detailed  data gained  through the initial  well  drilling
process.  Our first well the  Griffith  Well  No.1-H was  spudded on October 20,
2008.

                                       15
<PAGE>

COTTON VALLEY/HAYNESVILLE

As of the date of this Quarterly Report, we have leased various other properties
totaling  approximately  144 net acres  consisting of approximately 84 net acres
leased as of February 29, 2008 and an  additional 60 net acres leased during the
three-month period ended May 31, 2008 for payment of additional consideration of
$22,753.  These additional property leases within the Cotton  Valley/Haynesville
trend in the State of Louisiana are for a three-year term period. We have a 100%
working interest and a 75% net revenue interest in the leases.

WESTROCK LAND CORP.

Effective on September 4, 2008, our Board of Directors  authorized the execution
of an option  agreement  (the  "Option  Agreement")  with  Westrock  Land  Corp.
("Westrock") to acquire 5,000 net acres in mineral oil and gas leases located in
the  State of  Mississippi  (the  "Leases").  In  accordance  with the terms and
provisions of the Option Agreement:  (i) we will acquire a 100% working interest
and a 75% net revenue interest in the Leases; (ii) we have agreed to pay certain
acquisition  costs per net  mineral  acre and also paid a  $500,000  deposit  to
secure the Option Agreement; (iii) the balance of the acquisition costs totaling
$2,275,000 will be due and payable upon  completion of the due diligence,  which
Option  Agreement is subject to the completion of standard due diligence  review
by us to be  completed  no later than  October 15,  2008;  and (iv) upon closing
scheduled no later than October 15, 2008, Westrock shall assign to us all of its
right,  title and  interest in and to the Leases free and clear of all liens and
encumbrances.  On October 15, 2008 and  subsequently  on November 30, 2008,  the
Option  Agreement was extended  pursuant to which the option period was extended
until February 1, 2009.  Additional  deposits of $250,000 and $100,000 were paid
on October 17, 2008 and December 1, 2008 in connection with these extensions.

PETROHAWK AGREEMENT

Effective  on July 14,  2008,  our  Board of  Directors  entered  into a binding
venture agreement (the "Letter  Agreement") with Petrohawk relating to the joint
development of acreage of the Company's leases in DeSoto Parish,  Louisiana.  In
accordance with the terms and provisions of the Letter Agreement:  (i) Petrohawk
agreed to pay 100% of the costs of  development  associated  with the first well
drilled below the Cotton Valley Formation,  including  drilling,  completing and
fracture stimulating,  as well as costs up to and including pipeline connection;
(ii)  Petrohawk  agreed  to pay 80% and we agreed to pay 20% of all costs of the
second well drilled  below the base of the Cotton  Valley  Formation;  and (iii)
Petrohawk  agreed  to pay 60% and we agreed to pay 40% of all costs of the third
well drilled below the base of the Cotton Valley Formation.

In accordance with the further terms and provisions of the Letter Agreement,  we
agreed to  transfer  60% of our  leases in the  DeSoto  Parish to  Petrohawk  at
closing,  but only as such  leases  related to all depths  below the base of the
Cotton Valley  Formation  and  specifically  the  Haynesville  Shale.  Petrohawk
further  agreed to gather and market our  production  from above the base of the
Cotton Valley Formation pursuant to a mutually acceptable agreement.  The Letter
Agreement was subject to due diligence.

                                       16
<PAGE>

Effective  August 4, 2008, we entered into a definitive  binding  agreement with
Petrohawk  consummating  the  transaction  described  above  (the  "Agreement"),
together  with  associated   assignment,   conveyance  and  bill  of  sale  (the
"Assignment"). In accordance with the terms and provisions of the Assignment, we
have  effectively  transferred  and conveyed to Petrohawk sixty percent (60%) of
our 100% right,  title and  interest in and to the leases in the DeSoto  Parish.
Petrohawk has been designated as the operator on all development relating to the
leases.  On October 20, 2008, the Griffith Well No. 1-H was spudded.  Management
expects that the  Griffith  Well No. 1-H will be completed by the end of January
2009.

SIMILKAMEEN MINING DIVISION

We previously held title to two mining claims,  the Southwest and Sedona claims,
located in the Similkameen  Mining Division in the Province of British Columbia,
Canada (the  "Similkameen  Mining  Division").  The mining claims were without a
known  body of  commercial  ore.  We  intended  to  engage  in gold  and  copper
exploration on the Similkameen Mining Division. However, we subsequently changed
our  focus  to oil and gas  exploration  and  decided  not to  proceed  with the
development  of these mineral  properties.  Thus, on April 28, 2008, we sold our
interest in the two mining claims in the  Similkameen  Mining Division to one of
our former  shareholders  in exchange for  settlement of a debt in the amount of
$33,239 due and owing by us to the former shareholder.

RESULTS OF OPERATION

We are an exploration  stage company and have not generated any revenue to date.
We have incurred  recurring  losses to date. Our financial  statements have been
prepared assuming that we will continue as a going concern and, accordingly,  do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.  We expect we will require additional capital to meet our
long term operating requirements. We expect to raise additional capital through,
among other things, the sale of equity or debt securities.

The  summarized  financial data set forth in the table below is derived from and
should be read in conjunction  with our unaudited  financial  statements for the
nine month period ended  November 30, 2008 and November 30, 2007,  including the
notes to those financial statements which are included in this Quarterly Report.
The following  discussion contains  forward-looking  statements that reflect our
plans,  estimates and beliefs.  Our actual results could differ  materially from
those  discussed  in the  forward  looking  statements.  Our  audited  financial
statements  are stated in United  States  Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.

                                       17
<PAGE>


The following  table sets forth selected  financial  information for the periods
indicated.

<TABLE>
<CAPTION>

RESULTS OF OPERATION

                                                     NINE-MONTH PERIOD ENDED NOVEMBER 30,    FOR THE PERIOD FROM MAY 12, 2006
                                                          2008 AND NOVEMBER 30, 2007         (INCEPTION) TO NOVEMBER 30, 2008
                                                     ____________________________________    ________________________________

<S>                                                      <C>                 <C>                      <C>
General and administrative expenses
    Office and general                                   $    67,848         $ 11,658                 $   127,097
    Mineral property costs                                       -0-            9,909                      14,510
    Consulting fees                                          536,480              -0-                     536,480
    Management fees and rent fees -related party              86,000              -0-                     100,420
    Marketing expenses                                       921,107              -0-                     921,107
    Professional fees                                        179,029           50,421                     246,629
    Salary expense                                        10,797,185              -0-                  10,797,185
                                                     __________________________________________________________________________
Net operating loss                                      ($12,587,649)        ($71,988)               ($12,743,428)
Other income
   Gain on settlement of debt                                 33,239              -0-                      33,239
   Interest income                                             7,112              -0-                       7,112
                                                     __________________________________________________________________________
Net loss                                                ($12,547,298)       ($71,988)                ($12,703,077)
   Foreign currency translation adjustment                       422              -0-                         -0-
                                                     __________________________________________________________________________
Comprehensive loss                                      ($12,546,876)        ($71,988)               ($12,703,077)
                                                     ==========================================================================

</TABLE>

We have incurred  recurring  losses to date. Our financial  statements have been
prepared assuming that we will continue as a going concern and, accordingly,  do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.

We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

NINE MONTH  PERIOD ENDED  NOVEMBER 30, 2008  COMPARED TO NINE MONTH PERIOD ENDED
NOVEMBER 30, 2007.

Our net loss for the nine month period ended November 30, 2008 was ($12,547,298)
compared to a net loss of ($71,988)  during the nine month period ended November
30,  2007 (an  increase of  $12,475,310).  During the nine month  periods  ended
November 30, 2008 and November 30, 2007, we did not generate any revenue.

                                       18
<PAGE>

Our net operating  loss during the nine month period ended November 30, 2008 was
($12,587,649)  compared to a net  operating  loss of  ($71,988)  during the nine
month period ended  November 30, 2007 (an increase of  $12,515,661).  During the
nine  month  period  ended   November   30,  2008,   we  incurred   general  and
administrative  expenses of $12,587,649  compared to $71,988 incurred during the
nine month period ended  November 30, 2007 (an increase of  $12,515,661).  These
expenses incurred during the nine month period ended November 30, 2008 consisted
of: (i) office and general of $67,848  (2007:  $11,658);  (ii) mineral  property
costs of $-0- (2007:  $9,909);  (iii) consulting fees of $536,480 (2007:  $-0-);
(iv)  management  and rent fees - related  party of $86,000  (2007:  $-0-);  (v)
marketing expenses of $921,107 (2007:  $-0-); (vi) professional fees of $179,029
(2007: $50,421); and (vii) salary expense of $10,797,185 (2007: $-0-).

General and administrative  expenses incurred during the nine month period ended
November  30, 2008  compared to the nine month  period  ended  November 30, 2007
increased primarily due to the increase in salary expense and marketing expenses
regarding  services  performed  relating  to the  increased  scale  and scope of
business operations of our interests in the De Soto Parish.  Expenses related to
salary expense  included the valuation of stock options granted to our officers,
directors  and   consultants   in  the  amount  of   $10,797,185.   General  and
administrative  expenses  generally  include corporate  overhead,  financial and
administrative contracted services, marketing, and consulting costs.

Our net  operating  loss of  ($12,587,649)  during the nine month  period  ended
November 30, 2008 was offset by a gain of $33,239 (2007:  $-0-) on settlement of
debt and $7,112 (2007: $-0-) in interest income for a net loss of ($12,547,298),
which net operating  loss was adjusted by $422 in foreign  currency  translation
resulting in a comprehensive loss of ($12,546,876).  The weighted average number
of shares  outstanding  was  38,188,768 for the nine month period ended November
30, 2008 (as increased in accordance  with the February 2008 Forward Stock Split
and the May 2008 Forward Stock Split)  compared to 23,665,920 for the nine month
period ended November 30, 2007.

THREE MONTH PERIOD ENDED  NOVEMBER 30, 2008 COMPARED TO THREE MONTH PERIOD ENDED
NOVEMBER 30, 2007.

Our net loss for the three month period ended November 30, 2008 was ($1,366,665)
compared to a net loss of ($28,597) during the three month period ended November
30, 2007 (an  increase of  $1,338,068).  During the three  month  periods  ended
November 30, 2008 and November 30, 2007, we did not generate any revenue.

Our net operating loss during the three month period ended November 30, 2008 was
($1,367,750)  compared to a net  operating  loss of  ($28,597)  during the three
month period ended  November  30, 2007 (an increase of  $1,339,153).  During the
three  month  period  ended   November  30,  2008,   we  incurred   general  and
administrative  expenses of $1,367,750  compared to $28,597  incurred during the
three month period ended  November 30, 2007 (an increase of  $1,339,153).  These
expenses  incurred  during  the three  month  period  ended  November  30,  2008
consisted  of: (i) office and general of $20,514  (2007:  $5,750);  (ii) mineral
property costs of $-0- (2007:  $9,052);  (iii) consulting fees of $44,123 (2007:
$-0-);  (iv)  management and rent fees - related party of $30,000 (2007:  $-0-);

                                       19
<PAGE>

(v)  marketing  expenses of $24,280  (2007:  $-0-);  (vi)  professional  fees of
$66,333 (2007: $13,795); and (vii) salary expense of $1,182,500 (2007: $-0-).

Our net  operating  loss of  ($1,367,750)  during the three month  period  ended
November 30, 2008 was offset by $1,085 (2007: $-0-) in interest income for a net
loss of  ($1,366,665).  The weighted  average number of shares  outstanding  was
39,615,000  for the three month period ended  November 30, 2008 (as increased in
accordance  with the February  2008 Forward Stock Split and the May 2008 Forward
Stock Split)  compared to 27,812,790  for the three month period ended  November
30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

NINE MONTH PERIOD ENDED NOVEMBER 30, 2008

As of November  30, 2008,  our current  assets were  $1,143,908  and our current
liabilities  were  $98,375,  which  resulted  in a working  capital  surplus  of
$1,045,533.  As of November 30, 2008, total assets were comprised of $393,908 in
cash and  $750,000 in  deposits on oil and gas  properties,  and  $1,105,951  in
valuation  of  oil  and  gas  properties.  As  of  November  30,  2008,  current
liabilities  were comprised  entirely of $98,375 in accounts payable and accrued
liabilities.

As of February 29, 2008,  our total assets were $28,671  comprised of $19,495 in
cash and $9,176 in  valuation of oil and gas  properties.  The increase in total
assets as of November 30, 2008,  as compared to February 29, 2008 was  primarily
due to the increase in cash resulting from our private placement offering. See "
- Plan of Operation and Funding."

As of February 29, 2008, our total  liabilities were $127,496  comprised of: (i)
$38,119 in accounts  payable and  accrued  liabilities;  (ii) $6,138 in accounts
payable - related  parties;  and (iii)  $83,239 in related  party  advance.  The
decrease in liabilities as of November 30, 2008 as compared to February 29, 2008
was  primarily  due to  conversion  of related  party  advances to common shares
($50,000) as well as for mineral claims in British Columbia ($33,239).

Stockholders'  equity (deficit) increased from ($98,825) as of February 29, 2008
to $2,151,484 as of November 30, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from  operating  activities.  For the
nine month  period ended  November  30,  2008,  net cash flows used in operating
activities was ($1,729,234) consisting primarily of a net loss of ($12,547,298).
Net cash flows used in  operating  activities  was adjusted by  $10,797,185  for
stock based  compensation and ($33,239) for non-cash mineral property  recovery.
Net cash flows used in operating  activities  was further  changed by ($6,138) a
decrease  in  accounts  payable - related  party,  and  $60,256 in  increase  in
accounts  payable  and  accrued  liabilities.  For the nine month  period  ended
November 30, 2007,  net cash flows used in operating  activities  was  ($39,660)
consisting  primarily of a net loss of  ($71,988),  which was adjusted by $6,367
for  donated  services  and  expenses  and  changed by an  decrease of $3,000 in
prepaid  expenses  and an increase  of $22,961 in  accounts  payable and accrued
liabilities.

                                       20
<PAGE>

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine month period ended November 30, 2008, net cash flows from investing
activities was  ($1,846,775)  in investment in oil and gas property  compared to
$-0- for the nine month period ended November 30, 2007.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of  equity  and debt  instruments.  For the nine  month  period  ended
November  30,  2008,  net cash flows  provided  from  financing  activities  was
$3,950,000  compared to $30,352 for the nine month  period  ended  November  30,
2007.  Cash flows from  financing  activities  for the nine month  period  ended
November 30, 2008  consisted of proceeds  from sale of common  stock.  Cash flow
from  financing  activities  for the nine month period  ended  November 30, 2007
consisted  of  proceeds  from sale of common  stock and  advances  from  related
parties.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling  initiatives on current properties and future properties;  and
(iii) future  property  acquisitions.  We intend to finance these  expenses with
further issuances of securities,  and debt issuances.  Thereafter,  we expect we
will need to raise  additional  capital and generate  revenues to meet long-term
operating  requirements.  Additional  issuances  of equity or  convertible  debt
securities will result in dilution to our current  shareholders.  Further,  such
securities  might have rights,  preferences  or privileges  senior to our common
stock.  Additional  financing may not be available upon acceptable  terms, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  we may not be  able  to  take  advantage  of  prospective  new  business
endeavors or opportunities,  which could  significantly and materially  restrict
our business operations.

During fiscal year ended  February 29, 2008,  we engaged in a private  placement
offering  pursuant to which we raised $20,452.  As of the date of this Quarterly
Report, we have completed a further private placement offering pursuant to which
we issued  6,000,000  units at a price of $0.67 per unit (the "Units") for gross
proceeds of  $4,000,000.  Of the  $4,000,000,  $50,000 was received  pursuant to
settlement of debt and the remaining  aggregate  $3,950,000 was received in cash
and completed  during the nine month period ended  November 30, 2008.  Each Unit
consists of one share of restricted  common stock and one-half  non-transferable
share purchase warrant. Each whole share purchase warrant entitles the holder to

                                       21
<PAGE>

purchase an additional common share at a price of $1.33 exercisable for a period
of one year from the date of issuance  ending on May 1, 2009. As at November 30,
2008, all of the warrants remain outstanding and unexercised.

MATERIAL COMMITMENTS

As of the date of this Quarterly  Report,  and other than our obligations  under
the Option Agreement as incurred, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly  Report,  we do not have any off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

GOING CONCERN

The independent  auditors'  report  accompanying our February 29, 2008 financial
statements contains an explanatory paragraph expressing  substantial doubt about
our ability to continue as a going concern.  The financial  statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our  liabilities  and commitments in
the ordinary course of business.

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial  position,
results of  operations or cash flows due to adverse  change in foreign  currency
and interest rates.

EXCHANGE RATE

Our reporting currency is United States Dollars ("USD"). In the event we acquire
any properties  outside of the United States,  the fluctuation of exchange rates
may have  positive or negative  impacts on our results of  operations.  However,
since all of our properties are currently located within the United States,  any
potential revenue and expenses will be denominated in U.S. Dollars,  and the net
income effect of appreciation  and devaluation of the currency  against the U.S.
Dollar would be limited to our costs of the acquisition of property.

                                       22
<PAGE>

INTEREST RATE

Interest  rates in the United  States are  generally  controlled.  Any potential
future loans will relate mainly to  acquisition of properties and will be mainly
short-term.  However our debt may be likely to rise in connection with expansion
and if  interest  rates  were  to rise  at the  same  time,  this  could  have a
significant  impact  on our  operating  and  financing  activities.  We have not
entered  into  derivative  contracts  to hedge  existing  risks for  speculative
purposes.

ITEM IV. CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information  required to
be  disclosed by us in the reports that we file or submit under the Exchange Act
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the  issuer's  management,  including  its  principal  executive  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

An evaluation was conducted under the supervision and with the  participation of
our management,  including Michael J. Newport,  our Chief Executive Officer, and
William D. Thomas,  our Chief Financial  Officer,  of the  effectiveness  of the
design and operation of our  disclosure  controls and  procedures as of November
30, 2008.  Based on that evaluation,  Messrs.  Newport and Thomas concluded that
our disclosure  controls and procedures were effective as of such date to ensure
that information  required to be disclosed in the reports that we file or submit
under the Exchange Act, is recorded,  processed,  summarized and reported within
the time periods  specified in SEC rules and forms.  Such  officers also confirm
that there was no change in our internal control over financial reporting during
the nine month period ended November 30, 2008 that has materially  affected,  or
is reasonably likely to materially  affect,  our internal control over financial
reporting.

AUDIT COMMITTEE

Our Board of Directors has not  established an audit  committee.  The respective
role of an audit committee has been conducted by our Board of Directors.  We are
contemplating  establishment of an audit committee during fiscal year 2008/2009.
When  established,  the audit  committee's  primary  function will be to provide
advice  with  respect  to our  financial  matters  and to  assist  our  Board of
Directors  in  fulfilling  its  oversight  responsibilities  regarding  finance,
accounting,  and legal  compliance.  The audit  committee's  primary  duties and
responsibilities  will be to: (i) serve as an independent and objective party to
monitor our financial reporting process and internal control system; (ii) review
and appraise the audit efforts of our  independent  accountants;  (iii) evaluate
our quarterly  financial  performance  as well as its  compliance  with laws and
regulations;   (iv)  oversee  management's   establishment  and  enforcement  of
financial  policies  and business  practices;  and (v) provide an open avenue of
communication  among the  independent  accountants,  management and our Board of
Directors.

                                       23
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental authority or any other party involving us or our properties.  As of
the date of this Quarterly  Report,  no director,  officer or affiliate is (i) a
party adverse to us in any legal proceeding,  or (ii) has an adverse interest to
us in any  legal  proceedings.  Management  is not  aware  of  any  other  legal
proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

STOCK OPTION PLAN

On November  18, 2008,  we granted a further  250,000  stock  options to our new
director exercisable at $5.00 per share for an exercisable period of ten years.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

         Exhibits:

         10.1  Option Agreement  between Mainland  Resources,  Inc. and Westrock
               Land  Corp.  dated  September  4,  2008  incorporation  herein by
               reference  as filed as an exhibit to the  Current  Report on Form
               8-K with the Securities and Exchange  Commission on September 10,
               2008.

         10.2  Assignment,   Conveyance  and  Bill  of  Sale  between   Mainland
               Resources,  Inc. and Petrohawk Energy Corporation dated August 4,
               2008  incorporated  herein by reference as filed as an exhibit to
               the Current  Report on Form 8-K with the  Securities and Exchange
               Commission on August 8, 2008.

         10.3  Operating Agreement between Mainland Resources Inc. and Petrohawk
               Energy  Corporation dated August 4, 2008  incorporated  herein by
               reference  as filed as an Exhibit to the  Current  Report on Form
               8-K with the  Securities  and Exchange  Commission  on August 26,
               2008.

                                       24
<PAGE>

         31.1  Certification of the  registrant's  Principal  Executive  Officer
               under the Exchange Act Rules, 12a-14(a) or 15d-14(a),  as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act 2002.

         31.2  Certification of the  registrant's  Principal  Financial  Officer
               under the Exchange Act Rules, 12a-14(a) or 15d-14(a),  as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act 2002.

         32.1  Certifications  of the registrant's  Principal  Executive Officer
               and Principal Financial Officer under 18 U.S.C.  Section 1350, as
               adopted  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
               2002.

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.


                            MAINLAND RESOURCES, INC.


Dated: January 10, 2009
                            By: /s/ MICHAEL J. NEWPORT
                            __________________________________________
                            Michael J. Newport, President and
                            Chief Executive Officer


Dated: January 10, 2009
                            By: /s/ WILLIAM D. THOMAS
                            ___________________________________________
                            William D. Thomas, Chief Financial Officer



                                       25