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 June 12, 2006 Mr. Scott Anderegg 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. 4 File No. 333-127813 Dear Mr. Anderegg: We have enclosed the above Amendment. Responses to your comment letter dated June 9, 2006 concerning Amendment 3 are as follows: 1. As previously disclosed, we own a 25% interest, not a 75% interest as referenced in your letter. We have revised to clearly state that we, through our wholly-owned subsidiary, Grizzly Energy, Inc., own the 25% working interest. We have also added the requested additional disclosure concerning the terms of the transactions. These disclosures have been added in both the "Summary" and "Business" sections of the registration statement. 2. We have included the language concerning penny stocks in the Offering section of the Summary. We are also filing on EDGAR today a request for acceleration of the registration statement. Thank you for your consideration. Sincerely, Michael T. Williams, Esq.