UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
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REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the
quarterly period ended June
30, 2008
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¨
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REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For
the
transition period from _____________________ to ______________
File
No.
333-127813
Majestic
Oil & Gas, Inc.
(Name
of
small business issuer in our charter)
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Nevada
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4600
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20-1673271
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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P.O
Box 488 Cut Bank, Montana
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59427
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone 406-873-5580
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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.
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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller Reporting Company
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x
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Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the
Exchange Act).
Yes
x
No
¨
As
of
August 8, 2008, there were 7,808,000 shares
issued and outstanding of the registrant’s common stock.
Table
of Contents
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PART
I - ITEM 4. CONTROLS AND PROCEDURES
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3
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PART
II - ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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3
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We
are
filing this Form 10-Q/A to amend Form 10-Q filed on August 14, 2008 to add
supplemental information concerning management’s assessment of Internal Controls
and Procedures which was incomplete and is being corrected in this
Amendment.
PART
I - Item 4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
of
June 30, 2008, under the direction of our Chief Executive Officer/Chief
Financial Officer, we evaluated our disclosure controls and procedures as of
June 30, 2008 and concluded that our disclosure controls and procedures were
ineffective as of June 30, 2008 due to the following: The
material weakness relates 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, we have requested that our outside accounting firm that is not
our audit firm prior to November 14, 2008 perform direct tests of our internal
controls and procedures to identify material weaknesses that in its opinion
need
to be addressed. If as a result it appears that any control can be implemented
to continue to mitigate such weaknesses, it will be implemented as soon as
practicable. Finally, as soon as our finances allow, we will hire an independent
Chief Financial Officer.
There
were no changes in our internal control over financial reporting during the
fiscal quarter ended June 30, 2008, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II - Item 6. Exhibits.
(a)
Exhibits.
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Exhibit
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Item
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31.1
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Certification
of Principal Executive and Principal Financial Officer pursuant to
Section
302(a) of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification
of Principal Executive and Principal Financial Officer pursuant to
Section
302(a) of the Sarbanes-Oxley Act of
2002
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*
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.
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MAJESTIC
OIL & GAS, INC.
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Date: November
10, 2008
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By:
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/s/ Patrick
Montalban
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(Authorized
Officer and Principal
Executive
Officer)
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EXHIBIT
INDEX
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Exhibit
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Item
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31.1
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Certification
of Principal Executive and Principal Financial Officer pursuant to
Section
302(a) of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification
of Principal Executive and Principal Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002
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*
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
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF
MAJESTIC
OIL & GAS, INC.
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(CHAPTER
98, TITLE 15 U.S.C. SS. 7241)
I,
Patrick Montalban, CEO and CFO, certify that:
1.
I have
reviewed this Quarterly Report for the quarter ended June 30, 2008 on Form
10-Q/A of Majestic Oil & Gas, Inc.;
2.
Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made,
in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in the report on Form 10-Q for the quarter ended June 30, 2008, fairly
present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) and we have:
a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect,
the
registrant’s internal control over financial reporting; and
5.
I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent function):
a)
all
significant deficiencies and material weaknesses in the design or operation
of
internal controls which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
b)
any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the registrant’s internal controls over financial
reporting.
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Date:
November 10, 2008
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/s/
Patrick Montalban
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Patrick
Montalban, CEO and CFO
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CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Majestic Oil & Gas, Inc. (the
“Company”) on Form 10-Q/A for the period ended June 30, 2008 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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/s/
Patrick Montalban
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Name:
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Patrick
Montalban
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Title:
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President,
Chief Executive Officer, and
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Treasurer
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November
10, 2008
A
signed
original of this written statement required by Section 906 has been provided
to
Majestic Oil & Gas, Inc. and will be retained by Majestic Oil & Gas,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.