WILLIAMS LAW GROUP, P.A. 2503 W. Gardner Ct. Tampa FL 33611 Phone: 813-831-9348 Fax: 813-832-5284 e-mail: wmslaw@tampabay.rr.com May 20, 2006 Mr. Albert Yarashus United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549-0408 Re: Majestic Oil & Gas, Inc. Registration Statement on Form SB-2 Amendment No. 3 File No. 333-127813 Dear Mr. Yarashus: We have enclosed the above Amendment. Responses to your comment letter dated February 10, 2006 concerning Amendment 2 which was not reviewed due to stale financials, and thus apply to this Amendment 3, are set forth in the attached Table, with page number references to pages in the marked copy. Thank you for your consideration. Sincerely, Michael T. Williams, Esq.