**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-Q**









**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the quarterly period ended September 30, 2008**




** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





**For
      the transition period from
                    
to**





**Commission
      File Number 000-14323-15**









**MINING
      OIL, INC.**


**(Exact
      name of registrant as specified in its charter)**







**Texas**
            **38-3760977****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            **(IRS
                Employer**
              **Identification
                No.)**




**1001
                Fannin Street, Suite 270, Houston, TX**
            **77002****(Address
                of principal executive offices)**
            **(Zip
                Code)**





**(713)
      658-0370**


**(Registrant’s
      telephone number)**










Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports) and (2) has been subject to such filing
      requirements for the past 90
      days.    YES x NO  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting Company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act (Check
      one):




Large accelerated filer ̈
            Accelerated filer ̈Non-accelerated
                filer ̈
            Smaller reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).    YES  ̈ NO x





The
      number of shares outstanding of the registrant’s common stock, no par value per
      share, as of November 7, 2008, the latest practicable date, was
      13,472,947.





Mining
      Oil, Inc.


(A
      Developmental Stage Company)




**Pa****ge****PART
                I. FINANCIAL INFORMATION****Item 1.  Financial
                Statements****Balance
                Sheets as of September 30, 2008 (Unaudited) and December 31,
                2007**
            **2****Statements
                of Operations for the three and nine month periods ended
                September 30, 2008, for the period from inception (July 12, 2007) to
                September 30, 2007 and for the period from inception (July  12, 2007)
                to September 30, 2008 (Unaudited)**
            **3****Statements
                of Cash Flows for the nine month period ended September 30, 2008, for
                the period from inception (July 12, 2007) to September 30, 2007  and
                for the period from inception (July  12, 2007) to September 30,
                2008 (Unaudited)**
            **4****Notes
                to Financial Statements (Unaudited)**
            **5****Item 2.  Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations**
            **7****Item 4.  Controls
                and Procedures**
            **9****PART
                II. OTHER INFORMATION****Items
                1-6.**
            **10****SIGNATURES**
            **11**





Mining
      Oil, Inc.


(A
      Developmental Stage Company)





Balance
      Sheets


**September 30,**
                **2008**
              
              **December 31,**
                **2007****(Unaudited)**ASSETSCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              8,545
              
              $
              173,380Accounts
                  receivable
              
              
              —
              
              
              10,397Accounts
                  receivable - related party
              
              
              463,291
              
              
              —Notes
                  receivable
              
              
              590,000
              
              
              —Accrued
                  interest receivable
              
              
              19,867
              
              
              —Total
                  current assets
              
              
              1,081,703
              
              
              183,777Property &
                  equipmentOil &
                  natural gas properties (full cost method of accounting)
              
              
              50,000
              
              
              50,000Accumulated
                  depletion
              
              
              (20,091
              )
              
              (720
              )Oil &
                  natural gas properties, net
              
              
              29,909
              
              
              49,280Office
                  equipment
              
              
              3,549
              
              
              —Accumulated
                  depreciation
              
              
              (620
              )
              
              —Office
                  equipment, net
              
              
              2,929
              
              
              —Property &
                  equipment, net
              
              
              32,838
              
              
              49,280Investment
                  in MSB Energy, Inc.
              
              
              117,546
              
              
              —Other
                  assets
              
              
              1,000
              
              
              —TOTAL
                  ASSETS
              
              $
              1,233,087
              
              $
              233,057LIABILITIES AND
                  STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
                  liabilitiesAccounts
                  payable
              
              $
              519,032
              
              $
              17,253Accounts
                  payable - related party
              
              
              124
              
              
              —Note
                  payable
              
              
              493,000
              
              
              —Convertible
                  note payable, net of debt discount of $5,000
              
              
              225,000
              
              
              —Accrued
                  interest payable
              
              
              677
              
              
              679Total
                  current liabilities
              
              
              1,237,833
              
              
              17,932Commitments
                  and contingencies
              
              
              —
              
              
              —Stockholders’
                  Equity (Deficit)Common
                  stock, no-par value; 100,000,000 shares authorized, 13,472,947
                  and
                  10,000,000 shares issued and outstanding at September 30, 2008
                  and
                  December 31, 2007, respectively
              
              
              361,279
              
              
              300,100Additional
                  paid-in capital
              
              
              52,500
              
              
              30,000Deficit
                  accumulated during development stage
              
              
              (418,525
              )
              
              (114,975
              )Total
                  stockholders’ equity (deficit)
              
              
              (4,746
              )
              
              215,125TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
              
              $
              1,233,087
              
              $
              233,057





*See
      accompanying notes to the financial statements.*


2


Mining
      Oil, Inc.


(A
      Developmental Stage Company)





Statements
      of Operations


(Unaudited)


**Three Months**
                **Ended**
                **September 30,**
                **2008**
              
              **For the Period**
                **from Inception**
                **(July 12, 2007)**
                **Through**
                **September 30,**
                **2007**
              
              **Nine Months**
                **Ended**
                **September 30,**
                **2008**
              
              **For the Period**
                **from Inception**
                **(July 12, 2007)**
                **Through**
                **September 30,**
                **2008**Oil
                  revenues
              
              $
              —
              
              $
              —
              
              $
              42,679
              
              $
              54,559Cost
                  and expensesProduction
                  taxes
              
              
              —
              
              
              —
              
              
              5,337
              
              
              6,820Depreciation,
                  depletion and amortization
              
              
              295
              
              
              —
              
              
              19,991
              
              
              20,711General
                  and administrative expenses, net
              
              
              (24,498
              )
              
              53,585
              
              
              424,116
              
              
              548,768Total
                  cost and expenses
              
              
              (24,203
              )
              
              53,585
              
              
              449,444
              
              
              576,299Income
                  (loss) from operations
              
              
              24,203
              
              
              (53,585
              )
              
              (406,765
              )
              
              (521,740
              )Other
                  income (expense)Interest
                  income
              
              
              16,096
              
              
              2,077
              
              
              21,282
              
              
              25,959Equity
                  in income of MSB Energy, Inc.
              
              
              117,546
              
              
              —
              
              
              117,546
              
              
              117,546Interest
                  expense
              
              
              (6,988
              )
              
              (2,077
              )
              
              (10,613
              )
              
              (15,290
              )Amortization
                  of debt discount
              
              
              (25,000
              )
              
              —
              
              
              (25,000
              )
              
              (25,000
              )Total
                  other income, net
              
              
              101,654
              
              
              —
              
              
              103,215
              
              
              103,215Net
                  income (loss)
              
              $
              125,857
              
              $
              (53,585
              )
              $
              (303,550
              )
              $
              (418,525
              )Net
                  income (loss) per common shareBasic
                  and diluted
              
              $
              0.01
              
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.04
              )Weighted
                  average common shares outstanding:Basic
                  and diluted
              
              
              10,264,246
              
              
              9,913,750
              
              
              10,088,725
              
              
              10,048,609





*See
      accompanying notes to the financial statements.*


3


Mining
      Oil, Inc.


(A
      Developmental Stage Company)





Statements
      of Cash Flows


(Unaudited)


**Nine Months**
                **Ended**
                **September 30,**
                **2008**
              
              **For the Period**
                **From**
                **Inception**
                **(July 12,**
                **2007) Through**
                **September 30,**
                **2007**
              
              **For the Period**
                **From**
                **Inception**
                **(July 12,**
                **2007) Through**
                **September 30,**
                **2008**Cash
                  flows from operating activitiesNet
                  loss
              
              $
              (303,550
              )
              $
              (53,585
              )
              $
              (418,525
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesContribution
                  of services
              
              
              22,500
              
              
              15,000
              
              
              52,500Common
                  stock issued for services
              
              
              8,000
              
              
              —
              
              
              8,000Common
                  stock issued for officer compensation
              
              
              22,671
              
              
              —
              
              
              22,671Common
                  stock issued for board compensation
              
              
              3,000
              
              
              —
              
              
              3,000Common
                  stock issued to shareholders
              
              
              982
              
              
              —
              
              
              982Depreciation,
                  depletion and amortization
              
              
              19,991
              
              
              —
              
              
              20,711Amortization
                  of debt discount
              
              
              25,000
              
              
              —
              
              
              25,000Equity
                  in income of MSB Energy, Inc.
              
              
              (117,546
              )
              
              —
              
              
              (117,546
              )Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              
              
              10,397
              
              
              —
              
              
              —Accounts
                  receivable - related party
              
              
              (463,291
              )
              
              —
              
              
              (463,291
              )Accrued
                  interest receivable
              
              
              (19,867
              )
              
              —
              
              
              (19,867
              )Accounts
                  payable
              
              
              528,305
              
              
              51
              
              
              545,558Accounts
                  payable - related party
              
              
              124
              
              
              —
              
              
              124Accrued
                  interest payable
              
              
              (2
              )
              
              2,077
              
              
              677Net
                  cash used in operating activities
              
              
              (263,286
              )
              
              (36,457
              )
              
              (340,006
              )Cash
                  flows from investing activitiesPurchase
                  of overriding royalty interest
              
              
              —
              
              
              —
              
              
              (50,000
              )Notes
                  receivable loans made
              
              
              (640,000
              )
              
              —
              
              
              (640,000
              )Notes
                  receivable collections
              
              
              50,000
              
              
              —
              
              
              50,000Purchase
                  of office equipment
              
              
              (3,549
              )
              
              —
              
              
              (3,549
              )Other
                  assets
              
              
              (1,000
              )
              
              —
              
              
              (1,000
              )Net
                  cash used in investing activities
              
              
              (594,549
              )
              
              —
              
              
              (644,549
              )Cash
                  flows from financing activitiesProceeds
                  from issuance of common stock
              
              
              —
              
              
              300,100
              
              
              300,100Proceeds
                  from note payable
              
              
              493,000
              
              
              —
              
              
              493,000Proceeds
                  from convertible note payable
              
              
              200,000
              
              
              —
              
              
              200,000Proceeds
                  from notes payable - related party
              
              
              75,000
              
              
              —
              
              
              75,000Principal
                  payments of notes payable - related party
              
              
              (75,000
              )
              
              —
              
              
              (75,000
              )Net
                  cash provided by financing activities
              
              
              693,000
              
              
              300,100
              
              
              993,100Increase
                  (decrease) in cash and cash equivalents
              
              
              (164,835
              )
              
              263,643
              
              
              8,545Cash
                  and cash equivalents at beginning of period
              
              
              173,380
              
              
              —
              
              
              —Cash
                  and cash equivalents at end of period
              
              $
              8,545
              
              $
              263,643
              
              $
              8,545Supplemental
                  cash flow disclosuresCash
                  paid for interest
              
              $
              10,615
              
              $
              —
              
              $
              14,613Non
                  cash investing and financing activitiesOriginal
                  issue discount for convertible note payable
              
              $
              30,000
              
              $
              —
              
              $
              30,000Stock
                  issued in exchange for accounts payable
              
              $
              26,526
              
              $
              —
              
              $
              26,526





*See
      accompanying notes to the financial statements.*


4


**Mining
      Oil, Inc.**


**(A
      Development Stage Company)**





**Notes
      to Financial Statements**


**(Unaudited)**





**Note
      1—Basis for Presentation**





The
      accompanying unaudited interim financial statements of Mining Oil, Inc., have
      been prepared in accordance with accounting principles generally accepted in
      the
      United States of America and the rules of the Securities and Exchange
      Commission, and should be read in conjunction with the audited financial
      statements as of December 31, 2007 and notes thereto contained in the
      Company’s registration statement filed with the Commission on Form 10. In
      the opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      financial statements which would substantially duplicate the disclosures
      contained in the Company’s audited financial statements as of and for the period
      from inception (July 12, 2007) through December 31, 2007 as reported
      in the Form 10 have been omitted pursuant to the rules and regulations of the
      Securities and Exchange Commission.





**Note
      2—Significant Accounting Policies**





Organization
      and nature of operations





Mining
      Oil, Inc. (the “Company”) was formed July 12, 2007 as a Texas corporation
      to acquire, develop, produce and exploit oil and natural gas properties. The
      Company’s executive offices are located in Houston, Texas.





Development
      stage





The
      Company is in the development stage and its efforts have been focused primarily
      on raising capital, acquiring oil and natural gas properties to develop and
      produce, and acquiring pipeline and other related assets.





Going
      concern





As
      presented in the financial statements, the Company was formed on July 12,
      2007 and is a developmental stage company. The Company has incurred a net loss
      of ($418,525) during the period from inception (July 12, 2007) through
      September 30, 2008 and losses are expected to continue in the near term.
      Management anticipates that significant additional capital expenditures will
      be
      necessary to acquire and develop the Company’s producing oil and natural gas
      properties before significant positive operating cash flows will be
      achieved.





The
      Company will require capital funding from sources other than operations to
      fund
      its activities. These factors raise substantial doubt about the Company’s
      ability to continue as a going concern. Management will be required to raise
      additional capital in the near term through offerings of equity or debt
      securities to fund the Company’s operations. No assurance can be given that such
      financing will be available or, if available, that it will be on commercially
      favorable terms.





The
      Company plans to secure capital from prospective investors that, if successful,
      will be used to fund operations and serve to mitigate the factors that raise
      doubt about the Company’s ability to continue as a going concern.





The
      accompanying financial statements are prepared as if the Company will continue
      as a going concern. The financial statements do not contain adjustments,
      including adjustments to recorded assets and liabilities, which might be
      necessary if the Company were unable to continue as a going
      concern.





Investment
      in unconsolidated entities





For
      investments in which the Company has an ownership interest of 20% to 50% of
      the
      voting shares and has a significant influence over the entity, the equity method
      of accounting is used.





In
      April
      2008, the Company assigned to MSB Energy, Inc. (“MSB”) its winning bid rights
      for the purchase of certain oil and natural gas interests of Reichmann Petroleum
      Corporation (“Reichmann”) awarded to the Company through a U.S. Bankruptcy Court
      supervised sale under section 363 of the Bankruptcy Code to MSB Energy, Inc.
      (“MSB”) in return for a 25% equity share in MSB and a contractual right to a
      partition and ownership of an undivided 33.3% interest in all MSB properties
      upon the occurrence of certain contingencies, which have subsequently occurred.
      Upon closing of the purchase of the Reichmann assets in June 2008, debt was
      obtained that funded 100% of the purchase. Since MSB had no assets at the time
      of the assignment, the Company received founder shares assumed to have no value.
      Accordingly, no amount was recorded as the value of the investment.





In
      September 2008, the Company and the other equity holders of MSB initiated the
      partition of the assets and liabilities of MSB with the Company to receive
      33.3%
      of the assets and to assume 33.3% of the liabilities. This partition is expected
      to close by December 2008, at which time the assets and liabilities will be
      recorded on the books and records of the Company.





The
      Company adjusts the carrying value of its investment in MSB for its pro rata
      share of income (loss) less cash distributions received.





The
      Company recorded equity in income of MSB for the three and nine months ended
      September 30, 2008, which represents the Company’s 25% interest in MSB, of
      $117,546.





Adoption
      of new accounting pronouncements





During
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 157, “ *Fair
      Value Measurements* ,”
(“SFAS
      No. 157”). This statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles, and expands
      disclosures about fair value measurements. This statement applies under other
      accounting pronouncements that require or permit fair value measurements, where
      fair value has been determined to be the relevant measurement attribute. This
      statement is effective for financial statements of fiscal years beginning after
      November 15, 2007. The adoption of SFAS No. 157 had no impact on the
      financial statements of the Company.





During
      February 2007, the FASB issued SFAS 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 an entity to make an irrevocable election
      to measure most financial assets and financial liabilities at fair value. The
      fair value option may be elected on an instrument-by-instrument basis, with
      a
      few exceptions, as long as it is applied to the instrument in its entirety.
      Changes in fair value would be recorded in income. SFAS No. 159 establishes
      presentation and disclosure requirements intended to help financial statement
      users understand the effect of the entity’s election on earnings. SFAS
      No. 159 is effective as of the beginning of the first fiscal year beginning
      after November 15, 2007. Early adoption is permitted. The Company adopted
      SFAS No. 159 effective January 1, 2008. The Company elected not to present
      any
      financial instruments or other items at fair value that were not required to
      be
      at fair value prior to the adoption of SFAS No. 159.


5


Unimplemented
      accounting pronouncements





In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “ *Business
      Combinations* ”
(“SFAS
      No. 141R”). SFAS No. 141R establishes principles and requirements to
      recognize the assets acquired and liabilities assumed in an acquisition
      transaction and determines what information to disclose to investors regarding
      the business combination. SFAS No. 141R is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual period beginning after December 15, 2008. The adoption of SFAS
      No. 141R will have a significant effect on our financial position, results
      of operations or cash flows assuming we execute a business
      combination.





In
      December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statement—amendments of ARB
      No. 51”* (“SFAS
      No. 160”). SFAS No. 160 states that accounting and reporting for
      minority interests will be recharacterized as noncontrolling interests and
      classified as a component of equity. The statement also establishes reporting
      requirements that provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      noncontrolling owners. SFAS No. 160 applies to all entities that prepare
      consolidated financial statements, except not-for-profit organizations, but
      will
      affect only those entities that have an outstanding noncontrolling interest
      in
      one or more subsidiaries or that deconsolidate a subsidiary. This statement
      is
      effective as of the beginning of an entity’s first fiscal year beginning after
      December 15, 2008. We do not believe the adoption of SFAS No. 160 will
      have a significant effect on our financial position, results of operations
      or
      cash flows.





In
      March
      2008, the FASB issued SFAS No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities”* (“SFAS
      No. 161”). This standard is intended to improve financial reporting by
      requiring transparency about the location and amounts of derivative instruments
      in an entity’s financial statements; how derivative instruments and related
      hedged items are accounted for under SFAS No. 133; and how derivative
      instruments and related hedged items affect its financial position, financial
      performance and cash flows. The provisions of SFAS No. 161 are effective
      for financial statements issued for fiscal years and interim periods beginning
      after November 15, 2008. We do not believe the adoption of SFAS
      No. 161 will have a significant effect on our financial position, results
      of operations or cash flows.





In
      May
      2008, the FASB issued SFAS No. 162, *“The
      Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
      No. 162”), which identifies a consistent framework for selecting accounting
      principles to be used in preparing financial statements for nongovernmental
      entities that are presented in conformity with United States generally accepted
      accounting principles (GAAP). The current GAAP hierarchy was criticized due
      to
      its complexity, ranking positions of FASB Statements of Financial Accounting
      Concepts and the fact that it is directed at auditors rather than entities.
      SFAS
      No. 162 will be effective 60 days following the SEC’s approval of the Public
      Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of
      Present Fairly in Conformity with Generally Accepted Accounting Principles.” The
      FASB does not expect that SFAS No. 162 will have change in current practice,
      and
      we do not believe that SFAS No. 162 will have an impact on our financial
      position, results of operations or cash flows.





In
      June
      2008, the FASB issued FASB Staff Position (“FSP”) No. Emerging Issues Task Force
      (“EITF”) 03-6-1, *“Determining
      Whether Instruments Granted in Share-Based Payment Transaction Are Participating
      Securities.”* Under
      this FSP, unvested share-based payment awards that contain nonforfeitable rights
      to dividends or dividend equivalents, whether they are paid or unpaid, are
      considered participation securities and should be included in the computation
      of
      earnings per share pursuant to the two-class method. FSP No. EITF 03-6-1 is
      effective for financial statements issued for fiscal years beginning after
      December 15, 2008, and interim periods within those years. In addition, all
      prior earnings per share data presented should be adjusted retrospectively
      and
      early application is not permitted. We do not believe that FSP No. EITF 03-6-1
      will have a material impact on our financial position, results of operation
      or
      cash flows.





In
      October 2008, the FASB issued FSP SFAS No. 157-3, *“Determining
      the Fair Value of a Financial Asset When the Market for that Asset is not
      Active”* (“FSP
      SFAS No. 157-3”). This FSP expands upon the implementation guidance in SFAS No.
      157 for estimating the present value of future cash flows for some hard-to-value
      financial instruments, such as collateralized debt obligations. The FSP became
      effective upon issuance. We do not believe that FSP SFAS No. 157-3 will have
      a
      material impact on our financial portion, results of operations or cash
      flows.





**Note
      3—Related Party Transactions**





As
      of
      September 30, 2008, the Company has accounts receivable-related party in
      the amount of $463,291 from MSB, a 25% minority owned subsidiary, for
      professional fees and other expenses incurred by the Company on behalf of
      MSB.





As
      of
      September 30, 2008, the Company has accounts payable-related party in the
      amount of $124 to Cenozoic Energy, LLC (“Cenozoic”) for expenses incurred by
      Cenozoic on behalf of the Company.





As
      of
      September 30, 2008, the Company has accounts payable to officers in the
      amount of $7,171 for expenses incurred during the normal course of business
      which is recorded within accounts payable.





For
      the
      three and nine months ended September 30, 2008, interest income of none and
      $1,415, respectively, earned by the Company was paid to a stockholder according
      to agreement, at which time it was recorded as interest expense.





For
      the
      nine months ended September 30, 2008, certain stockholders of the Company
      contributed management and legal services estimated at $7,500 and $22,500,
      respectively.





For
      the
      nine months ended September 30, 2008, certain stockholders loaned $75,000
      to the Company, which was repaid by June 30, 2008.





Two
      officers of the Company were the managers of Cenozoic, a privately held oil
      and
      gas exploration and production company, until they resigned from Cenozoic
      effective April 30, 2008. Three of the officers and the three outside
      directors of the Company are substantial shareholders in Cenozoic. The Company’s
      2.3333% overriding royalty interest in the North Edna Field in Jefferson Davis
      Parish, Louisiana, which was purchased for $50,000 in December, 2007, was
      purchased from the current President of Cenozoic.





**Note
      4—Notes Receivable**





On
      January 9, 2008, the Company entered into an agreement with a company
      (“third party seller”) to acquire a 65% working interest in oil and natural gas
      properties in two shallow water offshore Texas fields and the associated
      platforms, facilities and equipment. In addition, the Company will acquire
      a 65%
      interest in an approximately 100 mile gathering pipeline system which services
      the two fields. In September 2008, the Company entered into a letter of intent
      which modified prior agreements and provided for the acquisition of 100% of
      the
      equity interests of the principal owner of the entities which own these assets
      for an undisclosed sum of cash and restricted common stock of the Company.
      These
      entities will be become wholly-owned subsidiaries of the Company. The
      transactions are expected to close in the fourth quarter of 2008 after
      completion of the financial statement audits of the entities being
      acquired.





In
      March
      2008, the Company loaned $50,000 to the third party seller and received a
      promissory note secured by certain oil and natural gas properties and pipeline
      assets. In April 2008, the Company assigned this note to a shareholder for
      consideration of $50,000.





In
      May
      2008, the Company loaned $350,000 to this third party seller and received a
      promissory note secured by a second lien on certain oil and natural gas
      properties and pipeline assets. The note bears interest at the rate of
      12% per annum and was scheduled to mature September 1,
      2008.





In
      July
      2008, the Company renewed and extended the $350,000 note and used $200,000
      of
      the convertible note proceeds to loan an additional $200,000 to the third party
      seller in the form of a new $550,000 promissory note secured by a second lien
      on
      certain oil and natural gas properties and pipeline assets and the personal
      guarantee of the third party seller, which is secured by the pledge of all
      of
      his equity shares in the entities being acquired. The note bears interest at
      the
      rate of 12% per annum and matures November 1, 2008. The Company extended
      the maturity of the note to December 15, 2008.





In
      August
      2008, the Company loaned an additional $40,000 to the third party seller in
      the
      form of a promissory note with similar terms as the $550,000 note. The Company
      extended the maturity of the note to December 15, 2008.





**Note
      5—Notes Payable**





On
      May 22, 2008, the Company entered into an unsecured revolving line of
      credit (“Line of Credit”) with a bank that matures May 22, 2009. The Line
      of Credit provides for a revolving credit facility up to $500,000. The repayment
      of the loan is guaranteed by three officers of the Company. The interest rate
      on
      the loan will be the greater of 6% or the Wall Street Journal Prime Rate. The
      Company is subject to customary events of default under the terms of the Line
      of
      Credit.





As
      of
      September 30, 2008, the Company had $493,000 outstanding under the Line of
      Credit.





In
      July
      2008, the Company issued a $230,000 convertible note, for which the Company
      received $200,000 in proceeds, to a third party lender. This $230,000 note
      is
      secured by the collateral pledge of the $550,000 note receivable referred to
      above in Note 4, bears interest at the rate of 15% per annum commencing
      October 16, 2008, is convertible at any time into common stock of the
      Company at $7.00 per share and matures January 15, 2009.





The
      Company recognized a debt discount of $30,000, which is being amortized using
      the straight line method over the life of the note. The Company recorded
      amortization of debt discount of $25,000 during the three and nine months ended
      September 30, 2008.





**Note
      6—Stockholders' Equity**





In
      September 2008, the Company authorized the issuance of 800,000 shares to two
      individuals for services in the aggregate amount of $8,000.




In
      September 2008, the Company authorized the issuance of 300,000 shares of common
      stock to three directors for services in the aggregate amount of $3,000.





In
      September 2008, the Company authorized the issuance of 7,579 shares of common
      stock to one creditor for an accounts payable balance of $26,526.





In
      September 2008, the Company authorized the issuance of 2,267,125 shares of
      common stock to an individual who subsequently became an officer of the Company
      for services in the aggregate amount of $22,671.





In
      September 2008, the Company authorized the issuance of 98,243 shares of common
      stock to a shareholder for providing services in the aggregate amount of
      $982.




**Note
      7—Commitments and Contingencies**





From
      time
      to time, the Company is party to certain legal actions and claims arising in
      the
      ordinary course of business. While the outcome of these events cannot be
      predicted with certainty, management does not currently expect these matters
      to
      have a material adverse effect on the operations or financial position of the
      Company.





The
      operations and financial position of the Company continue to be affected from
      time to time in varying degrees by domestic political developments as well
      as
      legislation and regulations pertaining to restrictions on oil and natural gas
      production, tax increases, environmental regulation and cancellation of contract
      rights. Both the likelihood and overall effect of such occurrences on the
      Company vary greatly and are not predictable.





In
      September 2008, the Company entered into a participation agreement to acquire
      certain working interests held by Jurasin Oil & Gas, Inc. (“Jurasin”) of
      Houston, Texas, and its affiliate, Rampant Lion Energy, LLC, in two prospects.
      These two prospects include one located in south Louisiana and another located
      in the offshore shallow waters of Mustang Island in Texas. This agreement
      provides that the parties enter into a long-term Area of Mutual Interest (AMI)
      for the next 10 years. As such, Jurasin will offer the Company the right of
      first refusal to acquire any interest that Jurasin has in future prospects
      which
      Jurasin develops or acquires. As consideration for entering into this agreement,
      the Company shall issue a conditional warrant to purchase 300,000 shares of
      common stock of the Company with an exercise price of $0.01 per share to
      Jurasin. In addition, if the Company acquires a working interest from Jurasin,
      the Company has agreed to pay a commission to a director of up to 157,000 shares
      of common stock and a 1% overriding royalty interest in production obtained
      by
      the Company from the reserves acquired through this agreement.





In
      connection with the proposed acquisition from a third party seller, the Company
      has agreed to pay a commission to a director in cash and common stock equivalent
      to a 2% overriding royalty interest in production obtained by the Company from
      the reserves acquired through this agreement.





In
      September 2008, the Company entered into an exclusive agreement through December
      2008 with Global Hunter Securities, LLC to act as its representative in
      obtaining capital.


6


**Note
      8—Subsequent Events**





In
      October 2008, the Company filed the “Restated Certificate of Formation with New
      Amendments” amending the Certificate of Formation. The Amended and Restated
      Certificate of Formation was approved by the unanimous consent of the
      shareholders. The Board of Directors also ratified the Amended and Restated
      Bylaws. The amendments and restatement were adopted to streamline and improve
      the governance of the Company and to facilitate compliance with certain
      requirements of the federal securities laws.





The
      Amended and Restated Certificate of Formation increased the authorized shares
      by
      adding 10,000,000 shares of Preferred Stock with no par value. The designation
      of power, rights and preferences for the Preferred Stock and the issuance of
      a
      class or series shall be set by resolution of the Board of
      Directors.





In
      October 2008, the shareholders adopted the 2008 Equity Incentive Plan. The
      Plan
      effective date was set on July 31, 2008. The Plan has 1,500,000 shares of the
      Company’s common stock available for granting awards in the form of options to
      purchase common stock, stock appreciation rights, restricted stock and
      restricted stock units, and performance awards that can be settled in shares
      of
      common stock or cash, divided equivalents and other stock-based awards under
      the
      Plan. The Plan is expected to be administered by the Compensation Committee
      of
      the Board of Directors, and in the absence of a committee the whole Board of
      Directors will act as the committee. The Plan was established to provide
      incentives to employees, outside directors and consultants to contribute to
      the
      growth and profitability of the Company.





**Item 2 –
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





The
      following is management’s discussion and analysis of certain significant factors
      that have affected certain aspects of the Company’s financial position and
      results of operations during the periods included in the accompanying unaudited
      financial statements. You should read this in conjunction with the discussion
      under “Management’s Discussion and Analysis of Financial Condition and Results
      of Operations” and the audited financial statements as of and for the period
      from inception (July 12, 2007) through December 31, 2007 included in our
      Form 10 and the unaudited financial statements included elsewhere
      herein.





***Overview***





Mining
      Oil, Inc. is a developmental stage oil and gas exploration and production
      company. The Company’s core business is to explore, develop, produce and acquire
      oil and natural gas properties primarily onshore in the state of Texas and
      Louisiana and offshore in the Gulf of Mexico.





***Property
      and Equipment***





The
      following is a description of the properties in which the Company is
      participating as of September 30, 2008:





*North
      Edna Field—Jefferson Davis Parish, Louisiana*





In
      December 2007, our Company acquired a 2.3333% overriding royalty interest in
      an
      80-acre onshore proved developed producing property in the North Edna Field
      in
      Jefferson Davis Parish, Louisiana for $50,000. The property has estimated 8/8ths
      proven reserves of 50,427 barrels of oil (approximately 1,200 barrels of oil
      net
      to our interest). Since the effective date of the acquisition (December 1,
      2007)
      through the end of September 30, 2008, the production on this property has
      generated $54,559 in revenues for the Company, before production
      taxes.





**Results
      of Operations**





The
      following is a discussion of the results of our operations for the three and
      nine month periods ended September 30, 2008.





*Revenues.* All
      of our revenues are from the sale of our oil production. Our revenues may vary
      significantly from year to year depending on changes in commodity prices, which
      fluctuate widely, and production volumes.





**Three
                Months**
              **Ended**
              **September
                30,**
            
            **Nine
                Months**
              **Ended**
              **September 30,****2008**
            
            **2007**
            
            **2008****Revenues:**Oil
                sales
            
            $
            —
            
            $
            —
            
            $
            42,679**Production:**Oil
                and condensate (barrels)
            
            
            —
            
            
            —
            
            
            417**Average
                Sales Price:**Oil,
                condensate and NGLs (per barrel)
            
            $
            —
            
            $
            —
            
            $
            112.75Production
                taxes
            
            $
            —
            
            $
            —
            
            $
            5,337Depreciation,
                depletion and amortization
            
            $
            295
            
            $
            —
            
            $
            19,991General
                and administrative expenses, net
            
            $
            (24,498
            )
            $
            53,585
            
            $
            424,116Interest
                expense
            
            $
            6,988
            
            $
            2,077
            
            $
            10,613Amortization
                of debt discount
            
            $
            25,000
            
            $
            —
            
            $
            25,000Interest
                income
            
            $
            16,096
            
            $
            2,077
            
            $
            21,282Equity
                in income of MSB Energy, Inc.
            
            $
            117,546
            
            $
            —
            
            $
            117,546




7





*Crude
      Oil Sales* . We
      reported crude oil sales of none and $42,679, respectively, for the three and
      nine months ended September 30, 2008 from our 2.3333% overriding royalty
      interest in one well which we acquired effective December 1, 2007 located
      on the North Edna Field in Jefferson Davis Parish, Louisiana. Our net crude
      oil
      production for the three and nine months ended September 30, 2008 was none
      and 417 barrels, respectively, net to our interest, with an average sales price
      of none and $112.75 per barrel, respectively. There was no production during
      the
      three months ended September 30, 2008 because the Company’s only well was
      shut-in for workover during the entire period due to sand control issues. The
      Company expects the operator of the well to install the appropriate equipment
      and re-commence production. Since we own an overriding royalty interest, we
      are
      not responsible for any capital costs and operating expenses.





*Production
      Taxes.* Production taxes for the three and nine months ended September 30, 2008 was
      none and $5,337, respectively, and related entirely to production taxes on
      oil
      volumes sold. At this time, our interest in the one well we own is an overriding
      royalty interest which does not require us to pay direct operating expenses.
      Direct operating expense of the well are the responsibility of the working
      interest owners. When the Company acquires working interests in properties,
      it
      will be charged with operating expenses and costs in connection with the
      drilling and the operation of the leases. Production taxes and lease operating
      expenses are expected to increase as we acquire interests in additional
      producing properties or drill wells on leasehold acreage we may
      own.





*Depreciation,
      Depletion and amortization* . Depreciation,
      depletion and amortization for the three and nine months ended
      September 30, 2008 was $295 and $19,991, respectively. Depletion expense
      for the three and nine months ended September 30, 2008 was approximately
      none and $46.45 per barrel.





*General
      and Administrative Expenses.* General
      and administrative expenses for the three and nine months ended
      September 30, 2008 totaled $(24,498) and $424,116, respectively, and is
      comprised primarily of professional fees of $313,638 and $683,332, which has
      been offset by a reimbursement of expenses from MSB Energy, Inc. of $442,587,
      respectively. General and administrative expenses for the period ended September
      30, 2007 since inception (July 12, 2007) totaled $53,585. These costs were
      incurred as a result of our recent start-up and to promote our business
      strategy. These general overhead costs are expected to increase significantly
      as
      we continue to pursue other acquisition opportunities and as we increase our
      technical and administrative staff necessary to support our business
      strategy.





*Interest
      Expense.* Interest
      expense for the three and nine months ended September 30, 2008 was $6,988
      and $10,613, respectively. Interest expense for the period ended September
      30,
      2007 since inception (July 12, 2007) totaled $2,077. Under our agreement with
      a
      shareholder which expired on April 30, 2008, any interest income earned on
      our cash deposits held by a commercial bank is required to be remitted to the
      shareholder. In addition, interest expense related to the bank line of credit
      agreement entered into in May 2008 was $6,988 and $9,198, respectively, for
      the
      three and nine months ended September 30, 2008.





*Interest
      Income.* Interest
      income for the three and nine months ended September 30, 2008 earned from
      our cash deposits at a commercial bank was none and $1,415, respectively.
      Interest income for the period ended September 30, 2007 since inception (July
      12, 2007) totaled $2,077. In addition, interest income from notes receivable
      was
      $16,096 and $19,867, respectively, for the three and nine months ended
      September 30, 2008.





*Equity
      in Income of MSB Energy, Inc.* Equity
      in income of MSB Energy, Inc. for the three and nine months ended September
      30,
      2008, which represents the Company’s 25% interest in MSB Energy, Inc., was
      $117,546.





**Capital
      Resources and Liquidity**





*Overview
      of Cash Flow Activities.* Cash
      flows used in operating activities were $263,286 and $36,457 for the nine months
      ended September 30, 2008 and 2007, respectively.  The increase was
      primarily due to the 2007 period only being two and one half
      months.





Cash
      flows used in investing activities were $594,549 and none for the nine months
      ended September 30, 2008 and 2007, respectively, and related primarily to loans
      of $590,000 to a third party seller.





Net
      cash
      provided by financing activities for the nine months ended September 30, 2008
      was $693,000 and related primarily to net proceeds of $200,000 from the issuance
      of a convertible note and $493,000 in borrowings under the bank line of
      credit.  Net cash provided by financing activities for the nine months
      ended September 30, 2007 was related to the proceeds of $300,100 from the
      issuance of common stock in August 2007.





*Liquidity/Cash
      Flow Outlook.* We
      expect
      to continue to raise capital through the issuance of equity securities, debt
      securities, and by securing loans from financial institutions. We believe that
      the properties that we expect to acquire should be able to generate sufficient
      operating cash flows to support the Company’s general operating and
      administrative expenses. There can be no assurance that these properties will
      be
      able to do so. As such, we will continue to raise capital through the issuance
      of equity securities and bank debt financing to fund our acquisitions and
      exploration, development and production efforts.


We
      may
      not be able to obtain financing needed in the future on terms that would be
      acceptable to us.  If we cannot obtain adequate financing, we may be
      required to limit or defer our planned oil and natural gas acquisition
      program.  The recent worldwide financial and credit crisis has
      adversely affected the ability of many companies, including us, to access the
      debt and equity markets.  This decreased ability to obtain financing
      could materially adversely affect our ability to continue our previously
      expected business plan.





In
      May
      2008, the Company received a $500,000 line of credit from a bank. Advances
      on
      the line of credit bears interest at the prime rate published in the Wall Street
      Journal daily, but not less than 6% per annum. The note for the line of credit
      matures in May 2009. The Company has drawn $493,000 against the line of credit
      as of September 30, 2008.





In
      July
      2008, the Company borrowed $200,000 from a third party lender. It issued a
      note
      with a principal of $230,000 to the third party lender. The note will accrue
      interest at the rate of 15% per annum from October 16, 2008 until maturity
      on
      January 15, 2009. The principal and interest is convertible into the Company’s
      common stock.





The
      Company has retained Global Hunter Securities LLC, an investment banking firm,
      to act as the Company’s financial advisor and placement agent for the issuance
      of up to $45 million of senior debt of the Company. The Company will use the
      proceeds primarily for drilling of recompletions and other low risk drilling
      opportunities on properties that has acquired or will acquire.





In
      May
      2008, the Company loaned $350,000 to a third party seller with whom it has
      an
      agreement to purchase its assets. The Company receives a note of the entities
      which will be acquired, and it received a second lien on substantially all
      of
      the oil and natural gas properties and the pipelines and platforms of the
      borrowers. In July 2008, the Company loaned and additional $200,000 to the
      third
      party seller, and the entities which would be acquired issued a new note with
      a
      principal amount of $550,000. The interest will accrue at 12% per annum and
      the
      maturity of the note has been extended to December 15, 2008. In August 2008,
      the
      Company loaned an additional $40,000 to the third party seller, and the note
      issued is also secured by a second lien on all of the assets of the borrower.





**Properties**





In
      January 2008, the Company entered into a memorandum of understanding with the
      third party seller to purchase a 65% interest in oil and natural gas properties
      in two shallow water offshore Texas fields and the associated platforms,
      facilities, and equipment. In addition, the Company will acquire a 65% interest
      in an approximately 100 mile gathering pipeline system which services the two
      fields. In September 2008, the Company entered into a letter of intent which
      modified prior agreements and provided for the acquisition of 100% of the equity
      interests of the principal owner of the entities which own these assets for
      an
      undisclosed sum of cash and restricted common stock of the Company. These
      entities will become wholly-owned subsidiaries of the Company. The transactions
      are expected to close in the fourth quarter of 2008 after completion of the
      financial statement audits of the entities being acquired. Upon closing of
      the
      purchase, the Company will enter into an employment agreement with the principal
      owner of the entities being acquired, which will provide for an annual salary
      along with customary benefits and other incentive programs.





At
      the
      end of March 2008, the Company made the high bid for the purchase of certain
      oil
      and natural gas interests offered by Reichmann Petroleum Corporation through
      a
      U.S. Bankruptcy Court supervised sale under Section 363 of the Bankruptcy
      Code. In April 2008, the Company assigned its winning bid rights to MSB Energy,
      Inc. which assumed responsibility for funding and closing the purchase, which
      occurred on June 5, 2008. In return for the assignment, the Company received
      a
      25% equity share in MSB Energy, Inc., and a contractual right to a partition
      and
      ownership of an undivided 33.3% interest in all MSB properties upon the
      occurrence of certain contingencies, which have subsequently occurred. In
      September 2008, the Company and other equity holders of MSB initiated the
      partition of the assets and liabilities of MSB with the Company to receive
      33.3%
      of the assets and to assume 33.3% of the liabilities. This partition is expected
      to close by December 2008.


8





In
      September 2008, the Company entered into a participation agreement to acquire
      certain working interests held by Jurasin Oil & Gas, Inc. (“Jurasin”) of
      Houston, Texas, and its affiliate, Rampant Lion Energy, LLC, in two prospects.
      These two prospects include one located in south Louisiana and another located
      in the offshore shallow waters of Mustang Island in Texas. This agreement
      provides that the parties enter into a long-term Area of Mutual Interest (AMI)
      for the next 10 years. As such, Jurasin will offer the Company the right of
      first refusal to acquire any interest that Jurasin has in future prospects
      which
      Jurasin develops or acquires.





The
      agreement provides for the Company to fund the capital expenditures for drilling
      and development of these prospects. It also provides for the recovery of all
      costs incurred by the Company before any distributions or payouts. Furthermore,
      this agreement will provide Jurasin with the right to receive a certain interest
      after the payout on these projects.





The
      Company has estimated that the budget will be approximately $23 million to
      pay
      for capital expenditures such as drilling, land acquisition costs, seismic
      studies, geological services, and certain overhead costs for the two prospects.
      Reserve consultants, Netherland, Sewell & Associated (NSA), have been
      retained to evaluate both the proved and probable reserves identified by
      Jurasin.





**FORWARD-LOOKING
      STATEMENTS**





There
      are
      statements contained in this Quarterly Report that are not historical facts.
      These “forward-looking statements” can be identified by use of terminology such
      as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
      expressions. You should be aware that these forward-looking statements are
      subject to risks and uncertainties that are beyond our control. For a discussion
      of these risks, you should read the Company’s Registration Statement on
      Form 10 carefully, especially the risks discussed under “Risk Factors.”
Although management believes that the assumptions underlying the forward-looking
      statements included in the Registration Statement and Quarterly Report on
      Form 10-Q are reasonable, they do not guarantee our future performance and
      actual results could differ from those on Form 10 contemplated by these
      forward-looking statements. The assumptions used for purposes of the
      forward-looking statements specified in the following information represent
      estimates of future events and are subject to uncertainty as to possible changes
      in economic, legislative, industry, and other circumstances. As a result, the
      identification and interpretation of data and other information and their use
      in
      developing and selecting assumptions from and among reasonable alternatives
      require the exercise of judgment. To the extent that the assumed events do
      not
      occur, the outcome may vary substantially from anticipated or projected results,
      and, accordingly, no opinion is expressed on the achievability of those
      forward-looking statements. In light of these risks and uncertainties, there
      can
      be no assurance that the results and events contemplated by the forward-looking
      statements contained in the Registration Statement on Form 10 and the
      Quarterly Report on Form 10-Q will in fact transpire. You are cautioned not
      to place undue reliance on the continuing accuracy on these forward-looking
      statements, which relate only to the referenced dates. We do not undertake
      any
      obligation to update or revise any forward-looking statements.





**Item 4 –
      Controls and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms, and that such information is accumulated and communicated
      to our management, including our Chief Executive Officer and Chief Financial
      Officer, as appropriate, to allow timely decisions regarding required disclosure
      based closely on the definition of “disclosure controls and procedures” in
      Rule 13a-15(e). In designing and evaluating the disclosure controls and
      procedures, management recognized that any controls and procedures, no matter
      how well designed and operated, can provide only reasonable assurance of
      achieving the desired control objectives, and management necessarily was
      required to apply its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





At
      the
      end of the period covered by this quarterly report, we carried out an
      evaluation, under the supervision and with the participation of our management,
      including our Chief Executive Officer and Chief Financial Officer, of the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures. Based upon the foregoing, our Chief Executive Officer and Chief
      Financial Officer concluded that, as of September 30, 2008, our disclosure
      controls and procedures are effective.





During
      the quarter ended September 30, 2008, we made several changes in our
      internal control over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting. All invoices are now reviewed by three officers, and the payment
      of
      all invoices requires the approval of no less than three officers. The Company
      engaged an accounting consultant to assist in the review of the financial
      information and related business activities in addition to assist in the
      preparation of the Form 10-Q with appropriate levels of review by management.
      Additionally, a formal audit committee charter was filed and an audit committee
      was formed to provide oversight and control over the financial reporting process
      and disclosures to ensure they are sufficient to be in compliance with the
      appropriate SEC and GAAP reporting requirements.




Other
      than the changes referred to above, there has been no change in our internal
      control over financial reporting during the quarter ended September 30, 2008,
      that materially affected, or is likely to materially affect, our internal
      control over financial reporting.


9





**Part
      II. Other Information**





Item 1 –
      Legal Proceedings





None.





Item 1A –
      Risk Factors





In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in Part I, “Item 1A. Risk Factors” in
      our Form 10 for the year ended December 31, 2007, which could materially
      affect our business, financial condition or future results. Additional
      risks and uncertainties not currently known to us or that we currently deem
      to
      be immaterial also may materially adversely affect our business, financial
      condition and/or operating results.





*The
      global financial and credit crisis may have impacts on our liquidity and
      financial condition that we currently cannot predict.*





The
      continued credit crisis and related turmoil in the global financial system
      may
      have a material impact on our liquidity and our financial condition, and we
      may
      ultimately face major challenges if conditions in the financial markets do
      not
      improve. Our ability to access the capital markets or borrow money may be
      restricted at a time when we would like, or need, to raise capital, which could
      have an adverse impact on our flexibility to react to changing economic and
      business conditions and on our ability to fund our operation and capital
      expenditures in the future. Additionally, the current economic situation could
      lead to reduced demand for natural gas and oil, or further reductions in the
      prices of natural gas and oil, or both, which could have a negative impact
      on
      our financial position, results of operation and cash flows. While the ultimate
      outcome and impact of the current financial crisis cannot be predicted, it
      may
      have a material adverse effect on our future liquidity, results of operation
      and
      financial condition.





Item 2 –
      Unregistered Sales of Equity Securities and Use of Proceeds





In
      September 2008, the Company authorized the issuance of 800,000 shares to two
      individuals for services in the aggregate amount of $8,000.





In
      September 2008, the Company authorized the issuance of 300,000 shares of common
      stock to three directors for services in the aggregate amount of
      $3,000.





In
      September 2008, the Company authorized the issuance of 7,579 shares of common
      stock to one creditor for an accounts payable balance of $26,526.





In
      September 2008, the Company authorized the issuance of 2,267,125 shares of
      common stock to an individual who subsequently became an officer of the Company
      for services of $22,671.





In
      September 2008, the Company authorized the issuance of 98,243 shares of common
      stock to a shareholder for providing services in the aggregate amount of
      $982.





The
      transactions by which the Company issued the shares with registration under
      the
      Securities Act of 1933, as amended, pursuant to the exemption afforded by
      Section 4(2) of the Securities Act of 1933. Each of the persons receiving the
      shares is an “accredited investor” as defined under Regulation D promulgated
      under the Securities Act. The transactions did not involve in a public offering,
      and there were no sales commissions paid in connection with the transactions.





Item 3 –
      Defaults Upon Senior Securities





None.





Item 4 –
      Submission of Matters to a Vote of Security Holders





In
      August
      2008, the shareholders by unanimous consent approved the filing of the Amended
      and Restated Certificate of Formation which authorized the creation of a new
      class of preferred stock for the capital of the Company. The shareholders also
      approved the adoption of the Mining Oil, Inc. 2008 Equity Incentive Plan. The
      Company filed a Preliminary Information Statement under Section 14(c) of the
      Securities Exchange Act of 1934, as amended, and distributed the same to the
      shareholders of record describing action and the terms of the amendments and
      the
      Equity Incentive Plan.





The
      shareholders also unanimously voted to rescind the shareholder action which
      approved the spin off of the shares and interest in MSB to a new limited
      liability company in which the shareholders were to be members. The assignment
      had not taken place and the action maintained the *status
      quo* with the
      Company holding all of the rights in MSB.




Item 5 –
      Other Information





None.





**Item 6 –
      Exhibits**




Exhibit Number3(i)*
            Certificate
                of Formation of the Company.3(i)***
            Restated
                Certificate of Formation3(ii)*
            Bylaws
                of the Company.3(ii)****
            Amended
                and Restated Bylaws4.1**
            Bank
                line of credit.4.2**
            Convertible
                debt.10.1*
            Overriding
                Royalty Interest Agreement in Jefferson Davis Parish,
                Louisiana.10.2*
            Employment
                Agreement between the Company and Clayton Van Levy.10.3*
            Employment
                Agreement between the Company and Chris A. Stacy.10.4*
            Employment
                Agreement between the Company and George R. Koo.14***
            Code
                of Ethics and Business Conduct31.1
            CEO
                Certification Pursuant to Section 302 of Sarbanes-Oxley Act of
                2002.31.2
            CFO
                Certification Pursuant to Section 302 of Sarbanes-Oxley Act of
                2002.32.1
            CEO
                Certification Pursuant to Section 906 of Sarbanes-Oxley Act of
                2002.32.2
            CFO
                Certification Pursuant to Section 906 of Sarbanes-Oxley Act of
                2002.99.1***
            Audit
                Committee Charter99.2***
            Compensation
                Committee Charter99.3***
            2008
                Equity Incentive Plan




*
            Filed
                as Exhibits respectively with the Company’s Form 10 filed on
                April 15, 2008, and incorporated herein by
                reference.




**
            Filed
                as Exhibits respectively with the Company’s Form 10Q filed on August 19,
                2008 and incorporated herein by
                reference.





***
            Filed
                as Exhibits respectively with the Company’s Form 8K filed on October 29,
                2008 and incorporated herein by
                reference.


10





**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.




**MINING
                OIL, INC.****Date:**
                November 17, 2008
            **By:**
            */s/
                Clayton Van Levy*President
                and Chief Executive Officer(Principal
                Executive Officer)**Date:**
                November 17, 2008
            **By:**
            */s/
                George R. Koo*Executive
                Vice President and Chief Financial Officer(Principal
                Financial and Accounting Officer)




11