Edgar Filing: MAJESTIC OIL & GAS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

¨ REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________________ to ______________

File No. 333-127813

Majestic Oil & Gas, Inc.

(Name of small business issuer in our charter)

Nevada	4600	20-1673271
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

P.O Box 488 Cut Bank, Montana	59427
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone 406-873-5580

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of August 10, 2009, there were 7,808,000 shares issued and outstanding of the registrant’s common stock.

INDEX

PART I — FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis or Plan of Operation.		11
Item 3. Quantitative and Qualitative Disclosure about Market Risk		19
Item 4. Controls and Procedures.		19
PART II — OTHER INFORMATION		19
Item 1. Legal Proceedings.		19
Item 1A. Risk Factors		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		19
Item 3. Defaults Upon Senior Securities.		20
Item 4. Submission of Matters to a Vote of Security Holders.		20
Item 5. Other Information.		20
Item 6. Exhibits.		20

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

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

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30
	2009			December 31
	UNAUDITED			2008

ASSETS
Cash and cash equivalents	$	58,497		$	79,790
Trade receivables		5,749			24,070

Total Current Assets		64,246			103,860

OIL AND GAS PROPERTIES
Oil and gas properties, using the full
cost method of accounting:
Properties being amortized		455,894			455,894
Properties not subject to amortization		202,531			138,383
Less accumulated depletion, amortization and impairment		(151,700	)		(129,400	)

Net Oil and Gas Properties		506,725			464,877

OTHER ASSETS
Website development costs (less accumulated amortization)		820			1,240

Total Other Assets		820			1,240

Total Assets	$	571,791		$	569,977

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued liabilities	$	5,746		$	5,708
Production taxes and royalties payable		1,285			4,409
Well settlement payable		57,130			-

Total Current Liabilities		64,161			10,117

Asset retirement obligation		8,879			8,879

Total Liabilities		73,040			18,996

STOCKHOLDERS' EQUITY
Common stock, no par value-
Authorized Shares - 100,000,000
Issued & Outstanding: 7,808,000 shares at June 30, 2009;		1,155,500			1,155,500
7,808,000 at December 31, 2008
Additional paid in capital		21,295			21,295
Stock subscription receivable		(2,000	)		(2,000	)
(Deficit) accumulated during the development stage		(676,044	)		(623,814	)

Total Stockholders' Equity		498,751			550,981

Total Liabilities & Stockholders' Equity	$	571,791		$	569,977

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months			Three Months			Six Months			Six Months			Inception
	Ended			Ended			Ended			Ended			(April 16, 2002)
	June 30,			June 30,			June 30,			June 30,			through June 30,
	2009			2008			2009			2008			2009
	UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED			UNAUDITED

REVENUE	$	5,750		$	37,297		$	18,248		$	70,654		$	445,467


PRODUCTION (LIFTING) COSTS		4,071			7,632			9,529			16,384			133,635
EXPLORATION EXPENSES		-			-			-			-			3,862
DEPLETION, DEPRECIATION
AND AMORTIZATION		9,710			11,710			22,720			25,620			153,380

INCOME FROM OIL & GAS
PRODUCING ACTIVITIES		(8,031	)		17,955			(14,001	)		28,650			154,590

SELLING, GENERAL &
ADMINISTRATIVE EXPENSES		17,807			33,690			38,229			64,737			830,634

NET (LOSS)	$	(25,838	)	$	(15,735	)	$	(52,230	)	$	(36,087	)	$	(676,044	)


EARNINGS PER SHARE

Net Income, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of
shares outstanding		7,808,000			7,597,011			7,808,000			7,552,751
Diluted potential shares -
stock warrants		-			-			-			-

Adjusted weighted average shares		7,808,000			7,597,011			7,808,000			7,552,751

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

										(Deficit)
										Accumulated
					Additional		Stock			During
	Common Stock				Paid In		Subscription			Development
	Shares		Amount		Capital		Receivable			Stage			Total

BEGINNING BALANCE, INCEPTION
(APRIL 16, 2002) TO
DECEMBER 31, 2004		-	$	-	$	-	$	-		$	-		$	-
Common stock issued		6,240,000		624,000		-		-			-			624,000
Net (loss)		-		-		-		-			(346,422	)		(346,422	)

BALANCE, DECEMBER 31, 2004		6,240,000		624,000		-		-			(346,422	)		277,578
Common stock issued		-		-		-		-			-			-
Net income		-		-		-		-			66,381			66,381

BALANCE, DECEMBER 31, 2005		6,240,000		624,000		-		-			(280,041	)		343,959
Common stock issued		-		-		-		-			-			-
Net (loss)		-		-		-		-			(20,068	)		(20,068	)

BALANCE, DECEMBER 31, 2006		6,240,000		624,000		-		-			(300,109	)		323,891

Common stock issued for services		330,000		147,000		-		-			-			147,000
Common stock warrants exercised		938,000		234,500		-		(2,000	)		-			232,500
Common stock options issued		-		-		21,295		-			-			21,295
Net (loss)		-		-		-		-			(255,025	)		(255,025	)

BALANCE, DECEMBER 31, 2007		7,508,000		1,005,500		21,295		(2,000	)		(555,134	)		469,661

Common stock issued		300,000		150,000		-		-			-			150,000
Net (loss)		-		-		-		-			(68,680	)		(68,680	)

BALANCE, DECEMBER 31, 2008		7,808,000		1,155,500		21,295		(2,000	)		(623,814	)		550,981

Net (loss) for the six months
ended June 30, 2009 (UNAUDITED)		-		-		-		-			(52,230	)		(52,230	)

BALANCE, JUNE 30, 2009		7,808,000	$	1,155,500	$	21,295	$	(2,000	)	$	(676,044	)	$	498,751

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

							Inception
	Six Months			Six Months			(April 16, 2002)
	Ended			Ended			Through
	June 30, 2009			June 30, 2008			June 30, 2009
	UNAUDITED			UNAUDITED			UNAUDITED

OPERATING ACTIVITIES
Net (loss)	$	(52,230	)	$	(36,087	)	$	(676,044	)
Changes and credits to net (loss)
not affecting cash
Depletion and amortization		22,720			25,620			153,380
Organizational expenses paid with
stock		-			-			300,000
Legal fees paid with stock		-			-			172,000
Stock compensation expense		-			-			21,295
Changes in assets and liabilities
Trade receivables		18,321			(19,656	)		(5,749	)
Deposits		-			(10,000	)		-
Production taxes and royalties payable		(3,124	)		2,808			1,285
Accounts payable		38			2,345			5,746

NET CASH FROM (USED FOR)
OPERATING ACTIVITIES		(14,275	)		(34,970	)		(28,087	)

INVESTING ACTIVITIES
Website development		-			-			(2,500	)
Additions to oil and gas properties		(7,018	)		(13,770	)		(432,416	)

NET CASH (USED FOR) INVESTING
ACTIVITIES		(7,018	)		(13,770	)		(434,916	)

FINANCING ACTIVITIES
Proceeds from sale of common stock		-			150,000			150,000
Proceeds from exercise of warrants		-			-			371,500

NET CASH PROVIDED BY FINANCING
ACTIVITIES		-			150,000			521,500

NET CHANGE IN CASH AND CASH
EQUIVALENTS		(21,293	)		101,260			58,497

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD		79,790			77,329			-

CASH AND CASH EQUIVALENTS AT
END OF PERIOD	$	58,497		$	178,589		$	58,497

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Business Activity and Basis of Presentation

Principal Business Activity

Majestic Oil & Gas, Inc. (Company) is a development stage enterprise and its operations consist of oil and natural gas development and production in the Rocky Mountain region. The financial statements and notes to the financial statements are the representation of the Company's management, who is responsible for their integrity and objectivity. The accounting policies of the Company are in accordance with generally accepted accounting principles and conform to the standards applicable to development stage enterprises.

Basis of Presentation

The accompanying interim financial statements of the Company are unaudited. In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the results for the interim period. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the operating results for the entire year. These interim financial statements contain certain reclassification of prior period amounts to be consistent with the current period presentation with no effect on net income or loss.

We have prepared the financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. We believe the disclosures made are adequate to make the information not misleading and recommend that these condensed financial statements be read in conjunction with the financial statements and notes included in our Form 10-KSB for the year ended December 31, 2008.

Note 2 - Basis of Accounting

The accompanying financial statements have been prepared using accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. As shown in the accompanying condensed balance sheet the Company has an accumulated deficit of ($676,044) through June 30, 2009. This and other factors may indicate that the Company may be unable to continue in existence. The Company's financial statements do not include any adjustments related to the realization of the carrying value of assets or the amounts and classification of liabilities that might be considered necessary should the Company be unable to continue in existence. The Company's ability to establish itself as a going concern is dependent upon its ability to obtain additional financing in order to fund exploration and development activities of oil and gas interests and, ultimately, to achieve profitable operations. Management believes that it can be successful in obtaining either debt or equity financing that will enable the Company to continue in existence and establish itself as a going concern.

These interim financial statements are prepared using the significant accounting policies disclosed in the Company's December 31, 2008 annual audited financial statements, except that certain significant accounting policies were adopted during the six months ended June 30, 2009:

Adopted prior to the six months ended June 30, 2009 -

Oil and Gas Interests

The Company utilizes the full cost method of accounting for oil and gas activities. Under this method, subject to a limitation based on estimated value, all costs associated with property acquisition, exploration and development, including costs of unsuccessful exploration, are capitalized within a cost center. No gain or loss is recognized upon the sale or abandonment of undeveloped or producing oil and gas interests unless the sale represents a significant portion of oil and gas interests and the gain significantly alters the relationship between capitalized costs and proved oil and gas reserves of the cost center. Depreciation, depletion and amortization of oil and gas interests is computed on the units of production method based on proved reserves, or upon reasonable estimates where proved reserves have not yet been established due to the recent commencement of production. Amortizable costs include estimates of future development costs of proved undeveloped reserves.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Capitalized costs of oil and gas interests may not exceed an amount equal to the present value, discounted at 10%, of the estimated future net cash flows from proved reserves plus the cost, or estimated fair market value if lower, of unproved interests. Should capitalized costs exceed this ceiling, an impairment is recognized. The present value of estimated future net cash flows is computed by applying year end prices of oil and gas to estimated future production of proved oil and gas reserves as of year end, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions.

Revenue Recognition

The Company recognizes oil and gas revenues from its interests in producing wells as oil and gas is produced and sold from the wells and when ultimate collection is reasonably assured.

Website Development Costs

The Company has capitalized the costs associated with development of its website, and is amortizing the cost over a three year period.

Stock Based Compensation

The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standard (SFAS) No.123(R), “Share-Based Payment,” which specifies the revised accounting alternative requirements for pre-2006 stock based compensation grants existing at January 1, 2006 and the required accounting for new grants starting January 1, 2006. The Company had no stock based compensation grants made before year 2007.

Accordingly, the provisions of SFAS No.123(R) pertaining to pre-2006 grants do not apply. The Company values its stock options awarded on or after January 1, 2006 at the fair value at grant date using the Black-Scholes option pricing model. Compensation expense for stock options is recorded over the vesting period on a straight line basis. Compensation paid in vested stock is valued at the fair value at the applicable measurement date and charged to expense at that date.

Income Taxes

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During 2008 and during the first six months of 2009, the Company recognized no adjustments for uncertain tax benefits.

Deferred income tax assets, if any, are adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, it is more likely than not such benefits will be realized. The Company would recognize interest and penalties, if any, related to uncertain tax positions in general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at June 30, 2009. The Company expects no material changes to unrecognized tax positions within the next twelve months.

Earnings per Share of Common Stock

Basic earnings per share is determined in accordance with SFAS No. 128 using net income divided by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. The effect of outstanding common stock warrants was anti-dilutive for the six months ended June 30, 2009 and 2008.

Fair Value Measurement

Effective January 1, 2008, the Company adopted SFAS No. 157 Fair Value Measurement, which provides a framework for measuring fair value under generally accepted accounting principles. SFAS No. 157 would apply to all financial instruments that are being measured and reported on a fair value basis. Currently, the Company has no financial instruments to which this statement would apply.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of SFAS No. 162. The objective of the FASB Accounting Standards Codification is to become the source of authoritative U.S. generally accepted accounting principles to be applied by nongovernmental entities. SFAS No. 168 is effective for financial statement issued for interim and annual periods ending after September 15, 2009. Management is assessing the impact of the adoption of SFAS No. 168 on the Company.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. SFAS No. 165 is to be applied to interim or annual financial periods ending after June 15, 2009.

In December 2008 the SEC unanimously approved amendments to revise its oil and gas reserves estimation and disclosure requirements. The amendments, among other things, allows the use of new technologies to determine proved reserves; permits the optional disclosure of probable and possible reserves; modifies the prices used to estimate reserves for SEC disclosure purposes to a 12-month average instead of a period end price; and requires that if a third party is primarily responsible for preparing or auditing reserve estimates, the Company make disclosures relating to the independence and qualifications of the third party, including filing as an exhibit any report received from the third party. The revised rules are effective January 1, 2010. The new requirements do not have an impact on the Company’s 2009 financial statements.

Note 3 - Organization and Development of the Company

The Company was formed on April 16, 2002 as a corporation. The Company is considered a development stage enterprise as defined by SFAS No. 7. The accompanying interim financial statements reflect limited oil and gas development and production activities and they are not necessarily indicative of what the financial statements will reflect once the intended operations of the Company are fully underway.

Note 4 - Asset Retirement Obligations

The Company follows SFAS No. 143 "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 requires recognition of the present value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. As of June 30, 2009, the estimated future cost to plug and abandon the Company's gas wells was estimated to be $8,879. The estimated liability is based on historical experience in plugging and abandoning wells, estimated cost to plug and abandon wells in the future and federal and state regulatory requirements.

Note 5 - Related Party Transactions

Altamont Oil & Gas, Inc. (Altamont), an entity related through common ownership and management, is the operator of the wells in which the Company owns its working interests. As the operator of the wells, Altamont is responsible for remitting production taxes to the taxing authorities and royalty payments to the royalty interest owners. As of June 30, 2009, the Company had an outstanding receivable from Altamont of $5,749 for gas sales, and a payable to Altamont of $1,285 for production taxes and royalties. The Company also received an Authorization for Expenditure (AFE) for its share of costs associated with the Jody Fields #4-1 well, which remains under development as of June 30, 2009. The Company paid $5,547 to Altamont for development costs, and has a payable to Altamont of $57,130 for its remaining share of the AFE.

Note 6 - Farm Out Agreement

During 2007 the Company entered into a Farm-out Agreement with Altamont and Numbers, Inc., an entity whose owner is a member of the Board of Directors of the Company, to drill a 10-well natural gas development program. This development program will involve the drilling of 5 wells in the Lake Frances Gas Field and 5 wells in the Williams Gas Field, located in Pondera County, Montana. The Lake Frances Field is located south of Valier, Montana just offsetting the Lake Frances reservoir. The Williams Field is located 7 miles east of the town of Valier, Montana. The locations for the development program were determined from information gathered from a geological and engineering study. The surveying of each location and the permitting of each drill site with the Montana Board of Oil & Gas is currently being completed. The Company will receive 100% of the revenues until the drilling and completion costs have been recovered, at which time the Company's interest will revert to 50%.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

FORWARD LOOKING STATEMENTS

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other SEC filings.

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.

The following discussion of our financial condition and results of operations should be read in conjunction with the Financial Statements and Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this report.

OVERVIEW

Majestic Oil & Gas, Inc is engaged in the exploration, development, acquisition and operation of oil and natural gas properties. Because oil and natural gas exploration and development requires significant capital and because our assets and resources are limited, we participate in the gas industry through the purchase of interests in either producing wells or oil and natural gas exploration, development and production projects.

Majestic Oil & Gas, Inc. is a development stage company, and as such it is difficult for us to forecast our revenues or earnings accurately. We believe that future period-to-period comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance as we have and will have no backlog of orders. Our operating results in one or more future quarters may fall below investor expectations which, assuming our common stock trades on a recognized market, would almost certainly cause the future trading price of our common stock to decline. You should read the following discussion together with the condensed consolidated financial statements and their accompanying notes, included elsewhere in the report.

Majestic Oil & Gas, Inc participated in a drilling program in the Lake Frances Field during the Fourth Quarter 2007. Two successful gas wells were drilled; the B Ag, Inc #25-1 and the Vandenbos #19-1. Majestic Oil & Gas, Inc holds a 25% Working Interest in these two wells and the Company has seen an increase in production volumes as a result of these two wells. In addition, Majestic Oil & Gas, Inc participated in the drilling of the Vandenbos #19-2 and the Jody Fields #4-1 wells. The Vandenbos #19-2 well was subsequently plugged and abandoned, as was the Jody Fields #4-1 well, a wildcat oil well.

During the Third Quarter 2008, Majestic Oil & Gas, Inc participated in the drilling of the Boucher #18-1 and the Stoltz #18-1 wells. The Boucher #18-1 well was completed as a 4th Bow Island Gas well with initial production of 270 MCF per day. The Stoltz #18-1 was also completed as a 4th Bow Island Gas well with initial production of 75 MCF per day. These natural gas wells are located in Section 18-T29N-R5W, Pondera County, Montana and together provide 345 MCF per day of new natural gas production. Majestic Oil & Gas, Inc holds a 25% Working Interest in these two wells and the Company has seen an increase in production volumes as a result of these two wells

Based upon our Management's experience in the oil and natural gas industry and on recent events, including increasing global demand for energy and energy disruptions caused by natural disasters, we believe the trend in oil and gas prices will remain relatively stable or decrease slightly, but over the long-term are more likely to increase. We expect to generate positive net income from operations in the future, and we expect our revenues and expenses to increase as we expand our drilling and ownership activities. However, the current economic crisis could have a negative impact on the Company’s revenues due to the recent decrease in oil and natural gas prices. During the course of 2008, Majestic Oil & Gas, Inc saw a significant increase in the price received per MCF (MCF stands for the price per thousand cubic feet of natural gas) at a high of $7.71 and a dramatic decrease to a low of $3.36, as detailed under “Results of Operation.” In comparison, the high, to-date, in 2009 was $3.09 and a low of $1.41. The current trend shows a continued decline in pricing. The price we received for our production directly affects the amount of revenues we generate, which in turn affects the Company’s liquidity and overall financial position.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2009 vs. Three Months Ended June 30, 2008:

	Three Months Ended June 30, 2009		Three Months Ended June 30, 2008
Revenue	$	5,750	$	37,297
Expenses	$	31,588	$	53,032
Net Income (Loss)	$	(25,838)	$	(15,735)

Revenues for the period ended June 30, 2009 were $5,750 compared to $37,297 for the period ended June 30, 2008. There was a significant decrease in the revenues between these two periods as a result of the decrease in natural gas production and the price received per MCF. Even with the production from the two new gas wells, it was not enough to offset the decline in production from the existing wells.

Ludwig State 36-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		194.49		1.56		255.96		5.36
May		207.28		1.41		255.54		6.33
June		198.83		1.59		246.09		6.75

Boucher 27-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		44.76		1.56		67.44		5.36
May		47.23		1.41		67.03		6.33
June		47.64		1.59		68.06		6.75

B. Ag #25-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		35.60		1.56		42.40		5.36
May		37.80		1.41		41.00		6.33
June		38.60		1.59		39.80		6.75

Vandenbos #19-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		551.10		1.56		1390.95	5.36
May		494.59		1.41		1328.66	6.33
June		451.69		1.59		1219.14	6.75

Boucher #18-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		299.89		1.56		0	5.36
May		237.81		1.41		0	6.33
June		196.76		1.59		0	6.75

Stoltz #18-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
April		8.13		1.56		0	5.36
May		10.77		1.41		0	6.33
June		15.03		1.59		0	6.75

Majestic Oil & Gas Operations, Inc’s Net Share of the production volumes from the Ludwig State #36-1, Boucher #27-1, B. Ag #25-1, Vandenbos #19-1, Boucher #18-1 and Stoltz #18-1 wells for three month period ended June 30, 2009 were 3,117.98 MCF compared to 5,022.05 MCF for three month period ended June 30, 2008. The production decrease is a result of natural decline in production over time. The Company expects to see an increase in production volumes in 2009 due to new wells planned in its development of oil and natural gas prospects in the Lake Frances area.

Our total expenses decreased by $21,444 from the $53,032 reported for the three months ended June 30, 2008 compared to the $31,588 reported for the three months ended June 30, 2009. Of those expenses, Production (Lifting) Costs decreased by $3,561 from $7,632 for the three months ended June 30, 2008 to $4,071 for the three months ended June 30, 2009. This decrease is directly attributable to the decrease in production volumes between the two periods. There was a decrease in the Selling, General & Administrative Expenses of $15,883 from the $17,807 reported for the three month period ended June 30, 2009 compared to the $33,690 reported for the same three month period in 2008. The primary reason for the decrease was a decrease of approximately $9,000 in engineering and professional fees incurred. As mentioned above, revenues for the three month period decreased significantly as a result of the combination of lower production volumes and the price per MCF.

The Company showed a Net Loss of ($25,838) for the three months ended June 30, 2009. This compares to the Net Loss of ($15,735) for the three months ended June 30, 2008. The variance between these three month periods is directly related to the decrease in revenues and volumes during the 2nd Quarter 2009. While it is the Company’s hope that production volumes increase as a result of its planned development and drilling program, the Company’s revenues are subject to the volatility of natural gas prices, which continue to fluctuate dramatically.

The Company also plans to continue its pursuit of oil prospects in the Lake Frances Area, which if successful, could contribute to an increase in future revenues. However, the price of crude oil has significantly decreased, as has the price of natural gas. In spite of the drop in the price of oil and natural gas, Management is still confident that we will build the Company through continued drilling of oil and natural gas prospects.

Drilling Activity

The following table sets forth the results of our drilling activities during the three months ended June 30, 2009 and 2008:

	Drilling Activity
	Gross Wells						Net Wells
Three Months ended June 30,	Total		Producing		Dry		Total		Producing		Dry
2009		0		0		0		0		0		0
2008		2		2		2		0.5		0.5		0

Net Production, Average Sales Price and Average Production Costs (Lifting)

The table below sets forth the net quantities of oil and gas production (net of all royalties, overriding royalties and production due to others) attributable to the Company for the three month periods ended June 30, 2009 and 2008, and the average sales price, and average production costs (including depreciation, depletion and amortization, lease operating costs and all associated taxes) on a per unit of production basis:

Three Months ended June 30,	2009		2008
Net Production
Oil (Bbls)		0		0
Gas (Mcf)		3,118		5,022

Average Sales Prices
Oil (per Bbl)	$		$
Gas (per Mcf)	$	1.52	$	6.12

Average Production Cost Per MCF	$	1.31	$	1.52

Six Months Ended June 30, 2009 vs. Six Months Ended June 30, 2008:

	Six Months Ended June 30, 2009		Six Months Ended June 30, 2008
Revenue	$	18,248	$	70,654
Expenses	$	70,478	$	106,741
Net Income (Loss)	$	(52,230)	$	(36,087)

Revenues for the six month period ended June 30, 2009 were $18,248 compared to $70,654 for the six month period ended June 30, 2008. There was a significant decrease in the revenues between these two six month periods as a result of the decrease in natural gas production and the price received per MCF. Even with the production from the two new gas wells, it was not enough to offset the decline in production from the existing wells.

Ludwig State 36-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		231.21		3.09		284.63		3.91
February		211.20		2.34		265.65		4.45
March		218.83		1.80		261.73		4.98
April		194.49		1.56		255.96		5.36
May		207.28		1.41		255.54		6.33
June		198.83		1.59		246.09		6.75

Boucher 27-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		110.14		3.09		89.10		3.91
February		71.16		2.34		85.39		4.45
March		56.72		1.80		73.22		4.98
April		44.76		1.56		67.44		5.36
May		47.23		1.41		67.03		6.33
June		47.64		1.59		68.06		6.75

B. Ag #25-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		38.80		3.09		40.80		3.91
February		33.80		2.34		41.80		4.45
March		36.80		1.80		42.20		4.98
April		35.60		1.56		42.40		5.36
May		37.80		1.41		41.00		6.33
June		38.60		1.59		39.80		6.75

Vandenbos #19-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		708.06		3.09		1792.93		3.91
February		632.57		2.34		1658.87		4.45
March		683.72		1.80		1578.84		4.98
April		551.10		1.56		1390.95		5.35
May		494.59		1.41		1328.66		6.33
June		451.69		1.59		1219.14		6.75

Boucher #18-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		413.33		3.09		0		3.91
February		356.40		2.34		0		4.45
March		365.48		1.80		0		4.98
April		299.89		1.56		0		5.35
May		237.81		1.41		0		6.33
June		196.76		1.59		0		6.75

Stoltz #18-1	Share of Production Volumes		Price Per MCF		Share of Production Volumes		Price Per MCF
	2009				2008
January		27.83		3.09		0		3.91
February		19.50		2.34		0		4.45
March		13.41		1.80		0		4.98
April		8.13		1.56		0		5.35
May		10.77		1.41		0		6.33
June		15.03		1.59		0		6.75

Majestic Oil & Gas Operations, Inc’s Net Share of the production volumes from the Ludwig State #36-1, Boucher #27-1, B. Ag #25-1, Vandenbos #19-1, Boucher #18-1 and Stoltz #18-1 wells for six month period ended June 30, 2009 were 7,346.91 MCF compared to 11,237.21 MCF for six month period ended June 30, 2008. The production decrease is a result of natural decline in production over time. The Company expects to see an increase in production volumes in 2009 due to new wells planned in its development of oil and natural gas prospects in the Lake Frances area.

Our total expenses decreased by $35,993 from the $106,741 reported for the six months ended June 30, 2008 compared to the $70,478 reported for the six months ended June 30, 2009. Of those expenses, Production (Lifting) Costs decreased by $6,855 from $16,384 for the six months ended June 30, 2008 to $9,529 for the six months ended June 30, 2009. This decrease is directly attributable to the decrease in production volumes between the two periods. There was a decrease in the Selling, General & Administrative Expenses of $26,508 from the $38,229 reported for the six month period ended June 30, 2009 compared to the $64,737 reported for the same six month period in 2008. The primary reason for the decrease was a decrease of approximately $9,000 in engineering and professional fees incurred. As mentioned above, revenues for the six month period decreased significantly as a result of the combination of lower production volumes and the price per MCF.

The Company showed a Net Loss of ($52,230) for the six months ended June 30, 2009. This compares to the Net Loss of ($36,087) for the six months ended June 30, 2008. The variance between these six month periods is directly related to the decrease in revenues and volumes during the 2nd Quarter 2009. While it is the Company’s hope that production volumes increase as a result of its planned development and drilling program, the Company’s revenues are subject to the volatility of natural gas prices, which continue to fluctuate dramatically.

Drilling Activity

The following table sets forth the results of our drilling activities during the six months ended June 30, 2009 and 2008:

	Drilling Activity
	Gross Wells						Net Wells
Six Months ended June 30,	Total		Producing		Dry		Total		Producing		Dry
2009		0		0		0		0		0		0
2008		2		2		2		0.5		0.5		0

Net Production, Average Sales Price and Average Production Costs (Lifting)

The table below sets forth the net quantities of oil and gas production (net of all royalties, overriding royalties and production due to others) attributable to the Company for the six month periods ended June 30, 2009 and 2008, and the average sales price, and average production costs (including depreciation, depletion and amortization, lease operating costs and all associated taxes) on a per unit of production basis:

Six Months ended June 30,	2009		2008
Net Production
Oil (Bbls)		0		0
Gas (Mcf)		7,347		11,237

Average Sales Prices
Oil (per Bbl)	$		$
Gas (per Mcf)	$	2.05	$	5.30

Average Production Cost Per MCF	$	1.30	$	1.46

LIQUIDITY AND RESOURCE CAPITAL

We are still a development stage company. From our inception to June 30, 2009, we incurred an accumulated deficit of ($676,044). This deficit is primarily the result of approximately $300,000 in expenses associated with stock issuances during fiscal Year Ended December 31, 2002, and $282,000 in legal, accounting and filing fees incurred since inception associated with being a publicly traded company. As of June 30, 2009, we had $58,497 of current cash available. Our cash resources of $58,497 are not sufficient to satisfy our cash requirements over the next 12 months.

We need an additional minimum of $1,000,000 to finance our planned expansion in the next 12 months, which funds will be used for drilling of development oil and natural gas wells in the Lake Frances and Williams Fields. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We may also consider securing debt financing. We may not raise other equity or debt financing sufficient to fund this amount. If we don't raise or generate these funds, the implementation of our short-term business plan will be delayed or eliminated.

Our ability to continue as a going concern is dependent on our ability to raise funds to implement our planned development; however we may not be able to raise sufficient funds to do so. Our independent auditors have indicated that there is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan.

COMMITMENTS AND CONTINGENCIES

On July 1, 2004, the Company entered into an operating agreement with Altamont Oil & Gas, Inc., through which Altamont Oil & Gas, Inc. will operate the wells in which we have acquired a working interest. Our share of monthly operating costs will be deducted from our monthly share of production revenue.

Beginning in 2007, the Company has acquired leases covering approximately 3,963 net acres of undeveloped land for the purpose of future oil and gas development. This acreage is located in Pondera County, Montana in the vicinity of the Williams and Lake Frances Gas Fields. These leases remain in good standing with the term of the leases being for periods of 3 or 5 years. Management considers the value of the properties to be as much or more than for what they were acquired.

During the Second Quarter 2007, the Company entered into a Farm-out Agreement with Altamont Oil & Gas, Inc and Numbers, Inc to conduct a 10-well natural gas development program. This development program is still pending and will involve the drilling of 5 wells in the Lake Frances Gas Field and 5 wells in the Williams Gas Field, located in Pondera County, Montana. The Lake Frances Field is located south of Valier, Montana just offsetting the Lake Frances reservoir. The Williams Field is located 7 miles east of the town of Valier, Montana.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not applicable

Item 4. Controls and Procedures.

As of June 30, 2009, under the direction of our Chief Executive Officer/Chief Financial Officer, we evaluated our disclosure controls and procedures as of June 30, 2009 and concluded that our disclosure controls and procedures were ineffective as of June 30, 2009 due to the following: There was material weakness relating to the lack of segregation of duties in that our CEO and CFO are the same person. In the preparation of audited financial statements, footnotes and financial data all of our financial reporting is carried out by our Chief Financial Officer, and we do not have an audit committee or independent CEO to monitor or review the work performed. The lack of segregation of duties results from lack of a separate Chief Financial Officer with accounting technical expertise necessary for an effective system of internal control. We are, in fact, a small, relatively simple operation from a financial point of view. In order to mitigate this material weakness to the fullest extent possible, all financial reports are reviewed by an outside accounting firm that is not our audit firm. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. To mitigate further this material weakness to the fullest extent possible, although our CEO/CFO has identified the financial reporting risks and the controls and address and monitors the controls on an ongoing basis, our outside accounting firm that is not our audit firm performed direct tests of our internal controls and procedures in place during the Year Ended December 31, 2008 to identify material weaknesses that in its opinion need to be addressed. No material weaknesses, other than the material weakness identified above, were identified as a result of this testing. Finally, as soon as our finances allow, we will hire an independent Chief Financial Officer.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2009 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not applicable.

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

(a) Unregistered Sales of Equity Securities.

None

Item 3. Defaults Upon Senior Securities.

None.

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

The Registrant did not submit any matters to a vote of its security holders during the three months ended June 30, 2009.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item
31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAJESTIC OIL & GAS, INC.

Date: August 14, 2009	By:	/s/ Patrick Montalban
		(Authorized Officer and Principal Executive Officer, Principal Financial Officer and Principal Financial Officer}

EXHIBIT INDEX

Exhibit		Item
31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002