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 August 31, 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 incorporation               (I.R.S. Employer
                or organization)                            Identification No.)

                       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, $0.001
                 ____________________
                   (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  October 10, 2008
Common Stock, $0.001                        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                      12

Item 3.            Quantitative and Qualitative Disclosures About Market
                     Risk                                                     21

Item 4.            Controls and Procedures                                    22

Part II.           OTHER INFORMATION

Item 1.            Legal Proceedings                                          23

Item 2.            Unregistered Sales of Equity Securities and Use of
                     Proceeds                                                 23

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                                                   28




<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS

                            MAINLAND RESOURCES, INC.
                         (an Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                 AUGUST 31, 2008
                                   (Unaudited)







                                       1

<PAGE>
<TABLE>
<CAPTION>



                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                                 (U.S. Dollars)


                                                                                             August 31,         February 29,
                                                                                                2008                2008
_________________________________________________________________________________________________________________________________
                                                                                            (unaudited)           (audited)

                                     ASSETS

<S>                                                                                        <C>                 <C>
   CURRENT ASSETS
   Cash                                                                                    $    1,307,623      $      19,495
   Prepaid expense                                                                                 24,280                  -
_________________________________________________________________________________________________________________________________

     Total current assets                                                                       1,331,903             19,495

   OIL AND GAS PROPERTIES, unproven (Note 4)                                                    1,051,039              9,176
_________________________________________________________________________________________________________________________________

   TOTAL ASSETS                                                                            $    2,382,942      $      28,671
=================================================================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   CURRENT LIABILITIES
        Accounts payable and accrued liabilities                                           $       47,293      $      38,119
        Accounts payable -  related parties  (Note 7)                                                   -              6,138
       Related party advance (Note 7)                                                                   -             83,239
_________________________________________________________________________________________________________________________________

   TOTAL CURRENT LIABILITIES                                                                       47,293            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                                                                  13,668,100             54,014
   Deficit accumulated during exploration stage                                               (11,336,412)          (155,779)
_________________________________________________________________________________________________________________________________

                                                                                                2,335,649            (98,403)
   Other comprehensive income:
       Foreign currency loss                                                                            -               (422)
_________________________________________________________________________________________________________________________________

   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                         2,335,649            (98,825)
_________________________________________________________________________________________________________________________________

   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                      $    2,382,942      $      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               Six Months Ended         (inception) to
                                                      August 31,      August 31,      August 31,      August 31,      August 31,
                                                         2008            2007            2008            2007            2008
___________________________________________________________________________________________________________________________________

<S>                                                   <C>              <C>           <C>                <C>          <C>
GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                      25,867           2,268          47,334           5,908         106,583
     Mineral property costs                                     -               -               -             857          14,510
     Consulting Fees                                      174,577               -         492,357               -         492,357
     Management and rent fees - related
       party (Note 7)                                      40,500               -          56,000               -          70,420
     Marketing expenses                                   745,490               -         896,827               -         896,827
     Professional fee                                      81,129          14,999         112,696          36,626         180,296
     Salary expense (Note 6)                            7,157,685               -       9,614,685               -       9,614,685
___________________________________________________________________________________________________________________________________

NET OPERATING LOSS                                     (8,225,248)        (17,267)    (11,219,899)        (43,391)    (11,375,678)

OTHER INCOME
     Gain on settlement of debt                                 -               -          33,239               -          33,239
     Interest income                                        3,967               -           6,027               -           6,027
___________________________________________________________________________________________________________________________________

NET LOSS                                               (8,221,281)        (17,267)    (11,180,633)        (43,391)    (11,336,412)
___________________________________________________________________________________________________________________________________

Comprehensive income (loss):
Foreign currency translation adjustment                         -             508             422             508               -
___________________________________________________________________________________________________________________________________

NET LOSS AND COMPREHENSIVE LOSS                       $(8,221,281)     $  (16,759)   $(11,180,211)      $ (42,883)   $(11,336,412)
===================================================================================================================================


BASIC
     LOSS PER COMMON SHARE                            $     (0.21)     $    (0.00)   $      (0.30)      $   (0.00)
==================================================================================================================

WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING
     - BASIC                                           39,419,348      21,615,000      37,479,549      21,615,000
==================================================================================================================
</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)

                                                                                                                 May 12, 2006
                                                                             Six months ended August 31,        (inception) to
                                                                              2008               2007           August 31, 2008
_________________________________________________________________________________________________________________________________

<S>                                                                        <C>                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                 $(11,180,633)          $(43,391)         $(11,336,412)
  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)                                      9,614,685                  -             9,614,685
     - Donated services and expenses                                                  -              4,108                14,420
CHANGES IN OPERATING ASSETS AND LIABILITIES
     - (Increase) decrease in prepaid expenses and other                        (24,280)             3,000               (24,280)
     - (Decrease) in accounts payable - related parties                          (6,138)                 -                     -
    - Increase in accounts payable and accrued liabilities                        9,174             14,766                47,293
_________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                                        (1,620,431)           (21,517)           (1,713,093)
_________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in oil and gas property                                         (1,041,863)                 -            (1,051,039)
_________________________________________________________________________________________________________________________________

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                  (1,041,863)                 -            (1,051,039)
_________________________________________________________________________________________________________________________________

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

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     3,950,000              9,900             4,071,755
_________________________________________________________________________________________________________________________________

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                             422                508                     -
_________________________________________________________________________________________________________________________________

INCREASE (DECREASE) IN CASH                                                   1,288,128            (11,109)            1,307,623

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

CASH, END OF PERIOD                                                        $  1,307,623           $  3,127          $  1,307,623
=================================================================================================================================


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                                         $          -           $  4,108          $     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
                                 AUGUST 31, 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, 4
and 9). The Company now intends to locate, explore,  acquire and develop oil and
gas  properties in the United  States.  The Company plans to begin  drilling its
first well before the end of the summer of 2008.

GOING CONCERN
The  Company  commenced  operations  on May 12,  2006 and has not  realized  any
revenues since inception.  As of August 31, 2008, the Company has an accumulated
deficit of  $11,336,412.  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 period,  the Company  commenced 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 six
months ended August 31, 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
                                 AUGUST 31, 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 August 31, 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.

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.

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 August 31, 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.

                                       6
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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

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.

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.

                                       7
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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  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.


                                       8
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

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 60 net acres leased during the period.  These  additional  property  leases,
within the Cotton  Valley/Haynesville  trend in the state of Louisiana,  are for
three year terms for additional consideration of $22,753. The Company has a 100%
Working Interest and a 75% N.R.I. in the leases  comprising a total of 2,695 net
acres.

NOTE 4 - OIL AND GAS PROPERTIES (CONTINUED)
________________________________________________________________________________

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.

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.

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  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-half  whole  non-transferable
purchase  warrant  exercisable  at $1.33 per share for a period of one year from
the date of issuance ending on May 1, 2009.


                                       9
<PAGE>

                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________


(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.

NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
________________________________________________________________________________

(D)      SHARE PURCHASE WARRANTS
Details of the Company's  share purchase  warrants  issued and outstanding as of
August 31, 2008 are as follows:

<TABLE>
<CAPTION>

  Exercise price     Weighted average price       Number of warrants to purchase shares            Expiry Date
_______________________________________________________________________________________________________________
<S>                           <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 August 31,
2008 is summarized as follows:

<TABLE>

                                                                 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, August 31, 2008                     3,000,000               $            1.33                              0.67
================================================================================================================================

</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 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 has been 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   weighted  average
assumptions;  an expected  life of 5 years,  a risk free  interest  rate ranging
between  3.07%-3.12%,  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 August 31, 2008.


                                       10
<PAGE>


                             MAINLAND RESOURCES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2008
                                   (UNAUDITED)
________________________________________________________________________________

NOTE 6 - STOCK OPTION PLAN (CONTINUED)
________________________________________________________________________________

The  Company's  stock  option  activity  for the period ended August 31, 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                           -                        $      -                                 -
Issued                                       3,450,000                            2.65                                 -
Expired                                              -                               -                                 -
Exercised                                            -                               -                                 -
________________________________________________________________________________________________________________________________

Balance, August 31, 2008                     3,450,000                        $   2.65                              9.71
================================================================================================================================

</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 $56,000 in management fees to officers and directors
of the Company for the period ending August 31, 2008 (2007 - $3,000).

NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company has adopted FASB No. 109 for  reporting  purposes.  As of August 31,
2008,  the  Company  had  net  operating  loss  carryforwards  of  approximately
$1,722,000  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
________________________________________________________________________________

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 due diligence is to
be completed by the Company no later than October 15, 2008.





                                       11

<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
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.

                                       12
<PAGE>

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 $0.001 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 $0.001 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
totaling approximately 144 net acres within the Cotton  Valley/Haynesville trend
in the State of Louisiana as more fully described below.

                                       13
<PAGE>

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
of 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.

                                       14
<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 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.

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.

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

                                       15
<PAGE>

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. As of the date of this Quarterly Report, the Griffith Well No. 1-H is on
Petrohawk's rig schedule to spud in approximately October 2008.

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
six month period ended August 31, 2008 and August 31, 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.





                                       16
<PAGE>


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

RESULTS OF OPERATION

<TABLE>
<CAPTION>


                                                       SIX-MONTH PERIOD ENDED AUGUST 31,         FOR THE PERIOD FROM MAY
                                                                     2008                        12, 2006 (INCEPTION) TO
                                                              AND AUGUST 31, 2007                      AUGUST 31, 2008
                                                     ______________________________________ ______________________________

<S>                                                      <C>                  <C>                      <C>
General and administrative expenses
    Office and general                                   $    47,334          $ 5,908                  $   106,583

    Mineral property costs                                       -0-              857                       14,510

    Consulting fees                                          492,357              -0-                      492,357

    Management fees and rent fees -related party              56,000              -0-                       70,420

    Marketing expenses                                       896,827              -0-                      896,827

    Professional fees                                        112,696           36,626                      180,296

    Salary expense                                         9,614,685              -0-                    9,614,685
                                                     _____________________________________________________________________
Net operating loss                                      ($11,219,899)        ($43,391)                ($11,375,678)

Other income
   Gain on settlement of debt                                 33,239              -0-                       33,239
   Interest income                                             6,027              -0-                        6,027
Net loss                                                ($11,180,633)        ($43,391)                ($11,336,412)
   Foreign currency translation adjustment                       422              508
Net loss and comprehensive loss                         ($11,180,211)        ($42,883)                ($11,336,412)

</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.

SIX MONTH PERIOD ENDED AUGUST 31, 2008 COMPARED TO SIX MONTH PERIOD ENDED AUGUST
31, 2007.

Our net loss and  comprehensive  loss for the six month  period ended August 31,
2008  was  ($11,180,211)  compared  to a net  loss  and  comprehensive  loss  of
($42,883)  during the six month  period  ended  August 31, 2007 (an  increase of
$11,137,328).  During the six month periods ended August 31, 2008 and August 31,
2007, we did not generate any revenue.

                                       17
<PAGE>

Our net  operating  loss during the six month  period  ended August 31, 2008 was
($11,219,899) compared to a net operating loss of ($43,391) during the six month
period ended August 31, 2007 (an increase of $11,176,508).  During the six month
period ended August 31, 2008, we incurred general and administrative expenses of
$11,219,899  compared  to $43,391  incurred  during the six month  period  ended
August 31, 2007 (an increase of $11,176,508). These expenses incurred during the
six month period ended August 31, 2008  consisted  of: (i) office and general of
$47,334 (2007:  $5,908); (ii) mineral property costs of $-0- (2007: $857); (iii)
consulting  fees of  $492,357  (2007:  $-0-);  (iv)  management  and rent fees -
related party of $56,000 (2007: $-0-); (v) marketing expenses of $896,827 (2007:
$-0-);  (vi)  professional  fees of $112,696 (2007:  $36,626);  and (vii) salary
expense of $9,614,685 (2007: $-0-).

General and  administrative  expenses incurred during the six month period ended
August 31, 2008 compared to the six month period ended August 31, 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 and
directors   and   consultants   in  the  amount  of   $9,614,685.   General  and
administrative  expenses  generally  include corporate  overhead,  financial and
administrative  contracted  services,  marketing,  and consulting costs. See " -
Material Commitments."

Our net operating loss of ($11,219,899) during the six month period ended August
31, 2008 was offset by a gain of $33,239 (2007:  $-0-) on settlement of debt and
$6,027 (2007:  $-0-) in interest income for a net loss of  ($11,180,633),  which
net  operating  loss  was  adjusted  by $422  in  foreign  currency  translation
resulting  in a net  loss  and  comprehensive  loss  of  ($11,180,211).  Our net
operating  loss of  ($43,391)  during the six month period ended August 31, 2007
for a net loss of ($43,391),  which net  operating  loss was adjusted by $508 in
foreign currency  translation  resulting in a net loss and comprehensive loss of
($42,883).  The weighted average number of shares outstanding was 37,479,549 for
the six month period ended August 31, 2008 (as increased in accordance  with the
February 2008 Forward Stock Split and the May 2008 Forward Stock Split) compared
to 21,615,000 for the six month period ended August 31, 2007.

THREE MONTH PERIOD  ENDED  AUGUST 31, 2008  COMPARED TO THREE MONTH PERIOD ENDED
AUGUST 31, 2007.

Our net loss and comprehensive  loss for the three month period ended August 31,
2008 was ($8,221,281) compared to a net loss and comprehensive loss of ($16,759)
during the three month period ended August 31, 2007 (an increase of $8,204,522).
During the three month periods ended August 31, 2008 and August 31, 2007, we did
not generate any revenue.

Our net  operating  loss during the three month period ended August 31, 2008 was
($8,225,248)  compared to a net  operating  loss of  ($17,267)  during the three
month period ended August 31, 2007 (an increase of $8,207,981). During the three
month  period  ended August 31,  2008,  we incurred  general and  administrative
expenses  of  $8,225,248  compared  to $17,267  incurred  during the three month
period  ended  August 31,  2007 (an  increase  of  $8,207,981).  These  expenses
incurred  during the three month period ended August 31, 2008  consisted of: (i)
office and general of $25,867  (2007:  $2,268);  (ii) mineral  property costs of
$-0-  (2007:  $-0-);  (iii)  consulting  fees of  $174,577  (2007:  $-0-);  (iv)

                                       18
<PAGE>

management and rent fees - related party of $40,500 (2007:  $-0-); (v) marketing
expenses of $745,490  (2007:  $-0-);  (vi)  professional  fees of $81,129 (2007:
$14,999); and (vii) salary expense of $7,157,685 (2007: $-0-).

Our net  operating  loss of  ($8,225,248)  during the three month  period  ended
August 31, 2008 was offset by $3,967 (2007:  $-0-) in interest  income for a net
loss  of  ($8,221,281),  resulting  in a net  loss  and  comprehensive  loss  of
($8,221,281).  Our net loss of  ($17,267)  during the three month  period  ended
August  31,  2007 was  offset by $508 for a net loss and  comprehensive  loss of
($16,759).  The weighted average number of shares outstanding was 39,419,348 for
the three month period ended August 31, 2008 (as  increased in  accordance  with
the  February  2008 Forward  Stock Split and the May 2008  Forward  Stock Split)
compared to 21,615,000 for the three month period ended August 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTH PERIOD ENDED AUGUST 31, 2008

As of August 31,  2008,  our  current  assets  were  $1,331,903  and our current
liabilities  were  $47,293,  which  resulted  in a working  capital  surplus  of
$1,284,610.  As of August 31, 2008, total assets were comprised of $1,307,623 in
cash,  $24,280 in prepaid  expenses and  $1,051,039  in valuation of oil and gas
properties.  As of August 31, 2008, current  liabilities were comprised entirely
of $47,293 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 August 31, 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."

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 August 31, 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).  See " -
Material Commitments."

Stockholders'  equity  (deficit)  increased from ($98,825) for fiscal year ended
February 29, 2008 to $2,335,649 for the six month period ended August 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the six
month period ended August 31, 2008, net cash flows used in operating  activities
was ($1,620,431)  consisting primarily of a net loss of ($11,180,633).  Net cash
flows used in operating  activities  was adjusted by $9,614,685  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 $9,174 in increase in accounts payable and
accrued  liabilities.  For the six month period ended August 31, 2007,  net cash
flows used in operating  activities was ($21,517)  consisting primarily of a net

                                       19
<PAGE>

loss of  ($43,391),  which was  adjusted  by $4,108  for  donated  services  and
expenses  and  changed  by an  increase  of $3,000 in  prepaid  expenses  and an
increase of $14,766 in accounts payable and accrued liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For the six month period ended  August 31, 2008,  net cash flows from  investing
activities was  ($1,041,863)  in investment in oil and gas property  compared to
$-0- for the six month period ended August 31, 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 six month period ended August
31, 2008,  net cash flows  provided from  financing  activities  was  $3,950,000
compared to $9,900 for the six month period  ended  August 31, 2007.  Cash flows
from  financing  activities  for the six month  period  ended  August  31,  2008
consisted  of  proceeds  from sale of  common  stock.  Cash flow from  financing
activities  for the six month period ended August 31, 2007 consisted of 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

                                       20
<PAGE>

and  completed  during the six month period  ended  August 31,  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
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 August 31,
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 US
Dollar would be limited to our costs of the acquisition of property.

                                       21
<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 August 31,
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
six month  period  ended  August 31, 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.

                                       22
<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

FEBRUARY 2008 FORWARD STOCK SPLIT

On February  25,  2008,  our Board of  Directors  authorized  and  approved  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 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  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 $0.001 per share.

MAY 2008 FORWARD STOCK SPLIT

On May 12,  2008,  our Board of Directors  authorized  and approved the May 2008
Forward  Stock Split.  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 $0.001 per share.

STOCK OPTION PLAN

On April 7, 2008, our Board of Directors authorized and approved the adoption of
the 2008 Plan effective April 7, 2008,  under which an aggregate of 2,200,000 of
our shares of common stock may be issued.  On July 9, 2008,  we amended our 2008
Plan to increase the number of shares from 2,200,000 to 3,800,000.

                                       23
<PAGE>


On April 7, 2008,  we  authorized  the grant of 2,100,000  stock  options to our
officers,  directors  and  management  exercisable  at $1.17  per  share  for an
exercise period of ten years.

On July 9, 2008, we granted  750,000  stock  options to our new Chief  Financial
Officer  exercisable at $4.20 per share for an exercise  period of ten years. On
July 18, 2008,  we granted a further  200,000  stock options to our new director
exercisable at $4.95 per share for an exercisable period of ten years. On August
19,  2008,  we  granted a further  400,000  stock  options  to our new  director
exercisable at $6.35 per share for an exercisable period of ten years. See "Item
5. Other Information".

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
RESIGNATION OF CHIEF FINANCIAL OFFICER/APPOINTMENT OF CHIEF FINANCIAL OFFICER

Effective on July 9, 2008,  our Board of Directors  accepted the  resignation of
Robert D. Fedun as our Chief  Financial  Officer,  and he remains as a member of
our Board of Directors.  On the same date,  the Board of Directors  accepted the
consent   of   William   David   Thomas   to   act  as   our   Chief   Financial
Officer/Treasurer/Secretary.

WILLIAM  DAVID  THOMAS  has  thirty  years  of  experience  in the  finance  and
accounting areas for the natural resource sector.  Most prominently,  Mr. Thomas
held various successive management positions with Kerr McGee Corporation's China
operations  based in Beijing,  China,  ending in 2004 with his final position as
business  director of business  services.  For a brief period after leaving Kerr
McGee,  Mr. Thomas acted as a  self-practitioner  in the  accounting and finance
field.  In July 2007,  he took on the role of chief  financial  officer  for two
public  resource  companies;  Hana Mining Inc. and NWT Uranium Corp.  Mr. Thomas
resigned  from NWT Uranium  Corp.  effective  July 31, 2008 but will continue to
serve as chief financial officer of Hana Mining Inc. Mr. Thomas also services as
chief  financial  officer for Uranium  International  Corp.,  and Mira Resources
Corp.

Mr.  Thomas  was  previously  general  manager  (1999-2002),   and  finance  and
administration  manager  (1996-1999) of Kerr McGee's China operations.  While in
China,  Mr.  Thomas  was  responsible  for  finance  including   Sarbanes  Oxley
reporting, budgeting, treasury, procurement,  taxation, marketing, insurance and
business  development,   including  commercial  negotiations  with  the  Chinese
partner,  China  National  Offshore  Oil Co (CNOOC) and other  Chinese and joint
venture partners.

Mr. Thomas focused heavily on supporting  exploration and development operations
for three operated blocks in Bohai Bay, as well as evaluation and negotiation of
new  venture  blocks  in East  China Sea and the South  China  Sea.  He was also

                                       24
<PAGE>

responsible  for the liaison with CNOOC and other  Chinese oil  companies,  Kerr
McGee US  management  and joint  venture  partners,  where his main focus was to
ensure cost effective and timely  achievement of various  approved work programs
and  budgets.  He was also  Chief  Representative  for Kerr  McGee on the  Joint
Management Committee (JMC).

Mr. Thomas previously worked as manager of fixed asset accounting for Kerr McGee
Corporation's  US  operations  (1996),  as finance  director of Kerr  McGee's UK
operations  based in  London/Aberdeen  (1992-1996),  and Kerr  McGee's  Canadian
operations in Calgary,  Alberta,  Canada (1984-1992),  including the predecessor
company, Maxus Canada Ltd; which was acquired by Kerr McGee Ltd. Over the course
of his career,  he has been  involved  in all  aspects of  managing  accounting,
budgeting,  human  resources,  administration,  insurance,  taxation  and  other
business support aspects surrounding gas properties for Kerr McGee.

Mr.  Thomas was  responsible  to ensure  compliance  with COPAS,  SEC,  FASB and
international  accounting regulations.  He participated on a team that developed
the  Oracle  accounting  system   application  to  the  Kerr  McGee's  worldwide
operations.  He was  involved  in the  initial  entry  into the UK North Sea - a
startup of local and expatriate  personnel that eventually developed into a core
area (over $1 billion) for Kerr McGee,  including the company's  first  operated
offshore oil field in the UK (Gryphon).

In his early  career,  Mr. Thomas also held senior  management  positions in the
finance divisions of Norcen Energy Ltd of Calgary, Alberta (1981-1984), Dennison
Mines, Ltd. of Ontario Canada  (1978-1981) and Algoma Steel Corporation of Sault
Ste  Marie,  Ontario,  Canada  (1977).  He was  also a  Senior  Auditor  for the
accounting firm, Coopers & Lybrand in Toronto, Canada (1975-1977).

Mr. Thomas attained his Chartered  Accountant (CA) designation from the Canadian
Institute  of  Chartered  Accountants  in 1977.  He holds an Honors  Bachelor of
Commerce and Finance from the University of Toronto, Ontario, Canada.

As of the date of this Quarterly Report, we have agreed with Mr. Thomas to enter
into a one-year contract,  which is currently being memorialized in writing.  We
have granted to Mr. Thomas 750,000 Stock Options exercisable into 750,000 shares
of our restricted common stock at $4.20 per share.

RESIGATION OF DIRECTOR

Effective on August 8, 2008, our Board of Directors  accepted the resignation of
David Urquhart as a director.  We received notice of Mr. Urquhart's  resignation
approximately  September  19, 2008.  The  resignation  of Mr.  Urquhart is not a
result of any  disagreement  between us or Mr.  Urquhart  pertaining  to matters
relating to our operations, policies or practices.


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<PAGE>


APPOINTMENT OF DIRECTORS

ERNEST G. SOROCHAN
Effective on July 15, 2008, our Board of Directors  appointed Ernest G. Sorochan
as a member of our Board of Directors,  and accepted the consent of Mr. Sorochan
as a member of the Board of Directors.

ERNEST G.  SOROCHAN,  P. ENG.  has had over thirty  years of  experience  in the
petroleum  industry where he has engaged in project  management of international
operations  for oil  companies,  economic  evaluations  of oil and gas projects,
planning,  coordinating and implementing  multi-well  drilling programs in South
America,  sales and marketing with  international  service  companies,  hands-on
experience in cementing,  acidizing, sand control,  hydraulic fracturing,  drill
stem testing and service tools,  field  experience in drilling,  completions and
work-overs  of oil and gas wells,  and  operational  experience in high pressure
sour gas fields and gas plant facilities.

From approximately April 2004 to present, Mr. Sorochan has been an area engineer
for Compton Petroleum  Corporation in Calgary,  Alberta. He provides engineering
support  for the Long  Coulee,  Grant  and  Vulcan  areas in  Southern  Alberta,
conducts  economic  evaluations  of capital  expenditure  proposals for drilling
work-overs,  re-completions  and  facilities,  coordinates  the  completion  and
testing of wells, recommends new drill development wells, works with geology and
geophysics to select  exploration  wells and declines  curve  analysis on wells.
Prior to 2004,  he was vice  president of  operations  for Redwood  Energy Ltd.,
technical manager for Pan Ocean Oil Corporation,  manager - business development
for Redwood Energy Ltd.,  senior  production  engineer for McMentum  Enterprises
Inc.,  drilling  and  completions  superintendent  for  Alberta  Energy  Company
International  in  Argentina,   production   engineering   consultant  for  E.G.
Consulting  Ltd.,  district  manager  for  Dowell  Schlumberger  Corporation  in
Australia and technical sales representative for Canadian Fracmaster Ltd.

Mr. Sorochan earned a B.Sc. Chemical  Engineering from the University of Alberta
and has a diploma in gas  technology  from the  Northern  Alberta  Institute  of
Technology.  He is a member of Petroleum  Engineers  and of the  Association  of
Professional Engineers, Geologists and Geophysicists of Alberta.

We granted to Mr. Sorochan 200,000 Stock Options exercisable into 200,000 shares
of  restricted  common  stock at an exercise  price of $4.95 for a period of ten
years.

SIMEON KING HORTON

Effective on August 18, 2008,  our Board of Directors  appointed a member to the
Board of Directors and accepted the consent of Simeon King Horton as a member of
the Board of Directors.

SIMEON KING  HORTON.  Ms.  Horton had  previously  been a member of the Board of
Directors of the Company.  Ms. Horton has been actively  involved as a petroleum
geologist for the past thirty years. From 1996 to present, Ms. Horton has been a
consulting petroleum  geologist.  She has been very active in the Hosston/Cotton
Valley  trends in North  Louisiana and East Texas.  She has  generated  drilling
prospects in the area and has successfully  been responsible for the drilling of

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<PAGE>

the Hosston/Cotton Valley in an area where there are sixteen to twenty wells per
section.  From  1989 to 1996,  Ms.  Horton  worked  with  Grigsby  Petroleum  in
Shreveport,  Louisiana,  which is  owned by Mr.  Jack  Grigsby,  an  independent
geologist.  Grigsby  Petroleum is very active in North Louisiana and East Texas,
with numerous  properties.  Included in these properties were Hosston and Cotton
Valley production.  Ms. Horton was responsible for all the producing properties,
the development of the properties,  and the drilling of new wells.  During 1986,
Ms. Horton moved to Shreveport,  Louisiana. From 1986-1989, she was a consultant
for various oil and gas investors.  Previously, Ms. Horton worked for Mr. Dudley
Hughes, an independent geologist,  in Jackson,  Mississippi,  from 1977 to 1986.
During that time,  her  experience  was in the  Mississippi/Alabama  Salt Basin,
Black  Warrior  Basin in North  Mississippi  and  Northwest  Alabama,  and South
Florida. The main targets of exploration were the Smackover/Norphlet  Formations
(being located in the Salt Basin),  the  Paleozoics  (being located in the Black
Warrior Basin), and the Sunniland Lime (being located in South Florida). She was
also  exposed to the Perth  Basin,  located in  Australia.  During her time with
Dudley Hughes,  she was extensively  involved in the exploration and development
of a very aggressive drilling program and involved in all facets of the industry
where she was the district geologist.

Ms. Horton  received a Bachelor of Science  degree with a major in geology and a
minor in mathematics from the University of Southern  Mississippi,  Hattiesburg,
Mississippi  in 1977.  She  graduated  with honors and was selected  Outstanding
Graduating  Senior in Geology for the academic  year of  1976-1977.  Ms.  Horton
attended  geology  field  camp thru the Rolla  School  of Mines,  University  of
Missouri, which was conducted in the State of Utah. Ms. Horton is also an active
member of the American  Association  of Petroleum  Geologist and the  Shreveport
Geological Society, Shreveport, Louisiana.

On August 19, 2008,  the Company  granted to Ms.  Horton  400,000  Stock Options
exercisable into 400,000 shares of restricted  common stock at an exercise price
of $6.35 for a period of ten years.

ANGELO VIARD

Effective on September  29, 2008,  our Board of Directors  appointed a member to
the Board of  Directors  and accepted the consent of Angelo Viard as a member of
the Board of Directors.  Therefore, as of the date of this Quarterly Report, our
Board of  Directors  is  comprised  of the  following  individuals:  Michael  J.
Newport,  Ernest G.  Sorochan,  Robert D.  Fedun,  Simeon King Horton and Angelo
Viard.

ANGELO  VIARD.  During  the past ten  years,  Mr.  Viard  has been  involved  in
providing  companies  with  advisory  services  including,  but not  limited to,
managerial,  investment strategy, finance,  information technology,  compliance,
accounting,  business  development,  mergers and acquisitions,  and capital fund
raising.  In a wide range of industry  sectors across the United  States,  South
America and Europe.  From  approximately June 2007 through the current date, Mr.
Viard  has been  the  president/chief  executive  officer  of  Viard  Consulting
Services.  His role as director of advisory services requires  development of an
advisory   services  sector.   Mr.  Viard's  functions  include  full  budgeting
responsibilities,  management of budgets and planning,  creation of policies and
administrative   procedures  to  restructure   business   processes,   authoring
multi-company employee manuals, design work order tracking and billing interface
systems for accounting,  and updating business plans,  accounting structures and

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<PAGE>

organizational  changes to maximize business growth.  From approximately  August
2006  through  June  2007,  Mr.  Viard was the IT  operations  manager  for Bare
Escentuals  where he was  responsible for developing and  coordinating  multiple
related projects in alignment with strategic and tactical company goals,  served
as a primary  customer  advocate,  planned  and  coordinated  long term  systems
strategy, and managed the day to day operations of the IT department,  including
LAN/WAN architecture,  telecommunications  and  hardware/software  support. From
approximately  August 2005 through  August 2006, Mr. Viard was a senior IT audit
consultant  for   PricewaterhouseCoopers   LLP  where  he  was  responsible  for
determining  the audit  documentation,  strategy  and plan.  From  approximately
December 2004 through August 2005, Mr. Viard was the chief executive officer and
founder of Technology Mondial Inc., which was a start-up company specializing in
broadband  wireless  technology in Costa Rica and management and  development of
wireless  connection  planning for Latin America.  Mr. Viard was also previously
employed  with  OpenTV  Inc,  where he was  manager  of  information  system and
technology,  Thomas Weisel  Partners LLC where he was an information  technology
brokerage services manager,  BancBoston  Robertson Stephens & Co. where he was a
senior system engineer,  and Environmental  Chemical  Corporation where he was a
technical analyst.

Mr. Viard holds a master in computer  science,  a BS in business  management and
administration, and an A/A in computer business administration and network.

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.

         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.

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<PAGE>


         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: October 10, 2008     By: /s/ Michael J. Newport
                            ___________________________________________
                            Michael J. Newport, President and
                            Chief Executive Officer


Dated: October 10, 2008     By: /s/ William D. Thomas
                            ___________________________________________
                            William D. Thomas, Chief Financial Officer


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