U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            THE MAJESTIC COMPANIES, LTD.
                (Name of Small Business Issuer in its Charter)

            Nevada                          336000                88-0293171
(State or jurisdiction of      (Primary Standard Industrial    (I.R.S. Employer
incorporation or organization)  Classification Code Number) Identification No.)

8880 Rio San Diego Road, 8th Floor, San Diego, California 92108; (619) 209-6077
(Address and telephone number of Registrant's principal executive offices and
                        principal place of business)

                         Employee Stock Incentive Plan
          Non-Employee Directors and Consultants Retainer Stock Plan
                            (Full title of the Plans)

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                   (Name and address of agent for service)

                                 (949) 809-2118
           (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share (1)

Common Stock         25,000,000       $0.022 (2)   $550,000     $145.75

Common Stock         10,000,000       $0.001 (3)   $ 10,000     $  2.65

(1)   The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(h) promulgated pursuant to the
Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
exercise price set forth in the Employee Stock Incentive Plan, set forth
in Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the Non-
Employee Directors and Consultants Retainer Stock Plan, set forth in
Exhibit 4.2 to this Form S-8.

                                   Part I
           Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                  Part II
             Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a) The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended December 31, 2000, filed on March 30, 2001.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     Form 10-KSB referred to in (a) above.

     (c)  A description of the Registrant's securities contained in the
     Registration Statement on Form SB-2 filed by the Registrant to
     register the common stock under the Securities Exchange Act,
     including all amendments filed for the purpose of updating such
     common stock description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify our officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under certain
circumstances.  Indemnification may only occur if a determination has
been made that the officer, director, employee, or agent acted in good
faith and in a manner, which such person believed to be in the best
interests of Majestic. A determination may be made by the shareholders;
by a majority of the directors who were not parties to the action, suit,
or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors
who were not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Nevada
law are met, officers, directors, employees, and agents of Majestic  may
be indemnified against any cost, loss, or expense arising out of any
liability under the '33 Act. Insofar as indemnification for liabilities
arising under the '33 Act may be permitted to directors, officers and
controlling persons of Majestic.  Majestic has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification
is against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant
to or for the advancement of expenses made pursuant to subsection 2, may
not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action.

     (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer,
employee or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

     2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

     (d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement
made pursuant to this section and the choice of the person to provide
the insurance or other financial arrangement is conclusive; and

     (b) The insurance or other financial arrangement:

          (1) Is not void or voidable; and

          (2) Does not subject any director approving it to personal
liability for his action,even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.

     5.  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

             (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of San Diego,
California, on December 17, 2001.

                                              The Majestic Companies, Ltd.

                                              By:  /s/  Francis A. Zubrowski
                                              Francis A. Zubrowski, President,
                                              Director

                             Special Power of Attorney

     The undersigned constitute and appoint Francis Zubrowski their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

         Signature                    Title                      Date

/s/ Francis A. Zubrowski          Chief Executive Officer,    December 17, 2001
Francis A. Zubrowski              Chairman of the Board

/s/ Connie White-Castellanos      Secretary                   December 17, 2001
Connie White-Castellanos

/s/ Steven Rosenthal              President, Chief Operations December 17, 2001
Steven Rosenthal                  Officer, Director

                                 EXHIBIT INDEX

Exhibit No.                         Description

4.1    Employee Stock Incentive Plan, dated December 7, 2001 (see below).

4.2    Non-Employee Directors and Consultants Retainer Stock Plan, dated
       December 7, 2001 (see below).

5      Opinion Re: Legality (see below).

23     Consent of Counsel (see below).

23.1   Consent of Accountants (see below).

24     Special Power of Attorney (see signature page).
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U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM S-8

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            THE MAJESTIC COMPANIES, LTD.
                (Name of Small Business Issuer in its Charter)

            Nevada                          336000                88-0293171
(State or jurisdiction of      (Primary Standard Industrial    (I.R.S. Employer
incorporation or organization)  Classification Code Number) Identification No.)

8880 Rio San Diego Road, 8th Floor, San Diego, California 92108; (619) 209-6077
(Address and telephone number of Registrant's principal executive offices and
                        principal place of business)

                         Employee Stock Incentive Plan
          Non-Employee Directors and Consultants Retainer Stock Plan
                            (Full title of the Plans)

James DeOlden, Esq., 18300 Von Karman, Suite 710, Irvine, California 92612
                   (Name and address of agent for service)

                                 (949) 809-2118
           (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of              Amount to be    Proposed    Proposed   Amount of
Securities            Registered      Maximum     Aggregate  Registration
to be                                 Offering    Offering   Fee
Registered                            Price Per   Price
                                      Share (1)

Common Stock         25,000,000       $0.022 (2)   $550,000     $145.75

Common Stock         10,000,000       $0.001 (3)   $ 10,000     $  2.65

(1)   The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(h) promulgated pursuant to the
Securities Act of 1933.

(2)  This Offering Price per Share is established pursuant to the option
exercise price set forth in the Employee Stock Incentive Plan, set forth
in Exhibit 4.1 to this Form S-8.

(3)  This Offering Price per Share is established pursuant to the Non-
Employee Directors and Consultants Retainer Stock Plan, set forth in
Exhibit 4.2 to this Form S-8.

                                   Part I
           Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.

     See Item 2 below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance
with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge,
(i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                  Part II
             Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

     The following are hereby incorporated by reference:

     (a) The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended December 31, 2000, filed on March 30, 2001.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the
     Form 10-KSB referred to in (a) above.

     (c)  A description of the Registrant's securities contained in the
     Registration Statement on Form SB-2 filed by the Registrant to
     register the common stock under the Securities Exchange Act,
     including all amendments filed for the purpose of updating such
     common stock description.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against its liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify our officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under certain
circumstances.  Indemnification may only occur if a determination has
been made that the officer, director, employee, or agent acted in good
faith and in a manner, which such person believed to be in the best
interests of Majestic. A determination may be made by the shareholders;
by a majority of the directors who were not parties to the action, suit,
or proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of directors
who were not a party to such action, suit, or proceeding does not exist.

     Provided the terms and conditions of these provisions under Nevada
law are met, officers, directors, employees, and agents of Majestic  may
be indemnified against any cost, loss, or expense arising out of any
liability under the '33 Act. Insofar as indemnification for liabilities
arising under the '33 Act may be permitted to directors, officers and
controlling persons of Majestic.  Majestic has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification
is against public policy and is, therefore, unenforceable.

     The Nevada Revised Statutes, stated herein, provide further for
permissive indemnification of officers and directors.

     A.  NRS 78.7502  Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions.

     1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

     3.  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     B. NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.

     1.  Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination must be made:

     (a) By the stockholders;

     (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding;

     (c) If a majority vote of a quorum consisting of directors who were
not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

     (d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

     2.  The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.

     3.  The indemnification and advancement of expenses authorized in
NRS 78.7502 or ordered by a court pursuant to this section:

     (a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant
to or for the advancement of expenses made pursuant to subsection 2, may
not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action.

     (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

     C.  NRS 78.752  Insurance and other financial arrangements against
liability of directors, officers, employees and agents.

     1.  A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer,
employee or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses.

     2.  The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:

     (a) The creation of a trust fund.

     (b) The establishment of a program of self-insurance.

     (c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.

     (d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.

     3.  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by the corporation or
any other person approved by the board of directors, even if all or part
of the other person's stock or other securities is owned by the corporation.

     4.  In the absence of fraud:

     (a) The decision of the board of directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement
made pursuant to this section and the choice of the person to provide
the insurance or other financial arrangement is conclusive; and

     (b) The insurance or other financial arrangement:

          (1) Is not void or voidable; and

          (2) Does not subject any director approving it to personal
liability for his action,even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.

     5.  A corporation or its subsidiary which provides self-insurance
for itself or for another affiliated corporation pursuant to this
section is not subject to the provisions of Title 57 of NRS.

     6.  The Registrant, with approval of the Registrant's Board of
Directors, has obtained directors' and officers' liability.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

             (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorize, in the City of San Diego,
California, on December 17, 2001.

                                              The Majestic Companies, Ltd.

                                              By:  /s/  Francis A. Zubrowski
                                              Francis A. Zubrowski, President,
                                              Director

                             Special Power of Attorney

     The undersigned constitute and appoint Francis Zubrowski their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

         Signature                    Title                      Date

/s/ Francis A. Zubrowski          Chief Executive Officer,    December 17, 2001
Francis A. Zubrowski              Chairman of the Board

/s/ Connie White-Castellanos      Secretary                   December 17, 2001
Connie White-Castellanos

/s/ Steven Rosenthal              President, Chief Operations December 17, 2001
Steven Rosenthal                  Officer, Director

                                 EXHIBIT INDEX

Exhibit No.                         Description

4.1    Employee Stock Incentive Plan, dated December 7, 2001 (see below).

4.2    Non-Employee Directors and Consultants Retainer Stock Plan, dated
       December 7, 2001 (see below).

5      Opinion Re: Legality (see below).

23     Consent of Counsel (see below).

23.1   Consent of Accountants (see below).

24     Special Power of Attorney (see signature page).