UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 2334
Date of Report (Date of earliest event reported): January 23, 2007
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MAJESTIC OIL & GAS INC.
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(Name of issuer in its charter)
20-3955577
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(I.R.S. employer identification
number)
P.O Box 488 Cut Bank, Montana 59427
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: 406-873-5580
SEC file number: 333-126031
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 23, 2007, the Company accepted the resignation of Eide Bailly LLP
("Eide Bailly") as the principal independent accountants of the Company. The
Board of Directors of the Company authorized the acceptance of resignation of
Eide Bailly on January 23, 2007.
During the Company's fiscal years-ended December 31, 2005 and 2004 and any
subsequent interim period preceding the date of dismissal of Eide Bailly, there
were no disagreements with Eide Bailly, which were not resolved on any matters
concerning accounting principles or practices, financial statement disclosure,
or auditing scope and procedure, which disagreements, if not resolved to the
satisfaction of Eide Bailly would have caused Eide Bailly to make reference to
the subject matter of the disagreements in connection with their reports. Eide
Bailly, as the Company's principal independent accountant, did not provide an
adverse opinion or disclaimer of opinion to the Company's financial statements,
nor modify its opinion as to uncertainty, audit scope or accounting principles.
The Company has requested Eide Bailly to furnish a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter, dated January 23, 2007, is filed as Exhibit
16.1 to this Form 8-K.
On January 23, 2007, the Board of Directors of the Company approved and
authorized the engagement of Gordon, Hughes & Banks, LLP., Denver Technological
Center Office, 5299 DTC Boulevard, Suite 1000, Greenwood Village, Colorado 80111
as the principal independent accountant for the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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Exhibit 16.1 Letter on Change in Certifying Accountant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 23, 2007
MAJESTIC OIL & GAS INC.
By: /s/ Patrick Montalban
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Name: Patrick Montalban
Title: President, CEO and a Director
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EXHIBIT INDEX
Number Exhibit
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16.1 Letter on Change in Certifying Accountant
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