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.
    (Exact name of registrant as specified in its charter)
        Nevada                                           88-0293171
 (State of Incorporation)                    (I.R.S. Employer ID No.)

 8880 Rio San Diego Road, 8th Floor, San Diego, California     92108
   (Address of Principal Executive Offices)                (Zip Code)

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

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach,
California 92660
              (Name and address of agent for service)

                            (949) 975-0544
(Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE


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

Common
Stock          8,000,000      $0.020 (2)  $1,600,000  $422.40

Common
Stock          7,000,000      $0.001 (3)  $    7,000  $  1.85

(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
Retainer Stock Plan for Non-Employee Directors and Consultants,
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 Form 10-SB, which became effective on January
11, 2000, contains audited financial statements for the
Registrant's latest fiscal year.

(b)  A description of the securities of the Registrant is contained in
a Form 10-SB filed on November 12, 1999.

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.

Counsel for the Registrant named in this Registration
Statement as giving an opinion on the validity of the securities
being registered will receive 240,000 shares of stock under the
Retainer Plan for Non-Employee Directors and Consultants in
exchange for legal work for the Registrant.

Item 6. Indemnification of Directors and Officers.

(a)  In General. Subject to the laws of the State of Nevada, the
Registrant is to indemnify any director, officer, employee or
agent of the Registrant, or any person serving in such capacity
for any other entity or enterprise at the request of the
Registrant, against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any
action, suit or proceeding, except an action by or in the right
of the Registrant.

(b)  Lack Of Good Faith; Criminal Conduct. The Registrant is not
required to indemnify any person unless such person acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to any
criminal action or proceeding, where there was no reasonable
cause to believe the conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order of settlement,
conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Registrant, and
that, with respect to any criminal action or proceeding, there
was reasonable cause to believe that the conduct was unlawful.
Moreover, the Registrant shall not indemnify any person adjudged
to be liable for negligence or misconduct, ill the performance of
a duty to the Registrant unless and only to the extent that the
court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

c)  Successful Defense Of Actions. The Registrant shall
reimburse or otherwise indemnify any Director, officer, employee
or agent against legal expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
of any action, suit or proceeding herein above referred to, to
the extent such person is successful on the merits or otherwise.

(d)  Authorization. Indemnification shall be made by the
Registrant only when authorized in the specific case and upon a
determination that indemnification is proper by: 1. The
Shareholders; 2. Majority vote of a quorum of the Board of
Directors consisting of Directors who are not parties to the
action, suit or proceeding; or 3. Independent legal counsel in a
written opinion if a quorum of disinterested Directors cannot be
obtained.

(e)  Advancing Expenses. Expenses incurred in defending any
action, suit or proceeding may be paid by the Registrant in
advance of the final disposition, when authorized by the Board of
Directors, upon receipt of an undertaking by or on behalf of the
person defending to repay such advances if indemnification is not
ultimately available under these provisions.

(f)  Other Rights; Continuing Indemnification. The
indemnification provided by these Bylaws does not exclude any
other rights to which the person seeking indemnification may be
entitled under the law, shall continue as to a person who has
ceased to be a Director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

(g)  Insurance. The Registrant may purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Registrant1 or who is or was
serving at the request of the Registrant in any capacity against
any liability asserted against such person.

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, State of California, on February 29, 1999.

                                     The Majestic Companies, Ltd.



                                     By:  /s/  Francis A. Zubrowski
                                          Francis A. Zubrowski
                                          President/Chief Executive Officer

                     Special Power of Attorney

The undersigned constitute and appoint Francis A. 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   President, Chief Executive     February 29, 2000
Francis A. Zubrowski       Executive Officer, and
                           Director

/s/ Alejandro V. Tovar     Secretary and Controller       February 29, 2000
Alejandro V. Tovar         (Principal Financial and
                           Accounting Officer)

/s/ Ralph D. Morren, Jr.   Director                       February 29, 2000
Ralph D. Morren, Jr.

/s/ Paul S. Hewitt         Director                       February 29, 2000
Paul S. Hewitt

                             EXHIBIT INDEX

Exhibit                                                   Method of
Number                   Description                      Filing

4.1     Employee Stock Incentive Plan                     See Below

4.1     Retainer Stock Plan for Non-Employee Directors
        and Consultants                                   See Below

5       Opinion Re: Legality                              See Below

23.1    Consent of Accountant                             See Below

23.2    Consent of Counsel                                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.
    (Exact name of registrant as specified in its charter)
        Nevada                                           88-0293171
 (State of Incorporation)                    (I.R.S. Employer ID No.)

 8880 Rio San Diego Road, 8th Floor, San Diego, California     92108
   (Address of Principal Executive Offices)                (Zip Code)

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

Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport Beach,
California 92660
              (Name and address of agent for service)

                            (949) 975-0544
(Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

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

Common
Stock          8,000,000      $0.020 (2)  $1,600,000  $422.40

Common
Stock          7,000,000      $0.001 (3)  $    7,000  $  1.85

(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
Retainer Stock Plan for Non-Employee Directors and Consultants,
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 Form 10-SB, which became effective on January
11, 2000, contains audited financial statements for the
Registrant's latest fiscal year.

(b)  A description of the securities of the Registrant is contained in
a Form 10-SB filed on November 12, 1999.

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.

Counsel for the Registrant named in this Registration
Statement as giving an opinion on the validity of the securities
being registered will receive 240,000 shares of stock under the
Retainer Plan for Non-Employee Directors and Consultants in
exchange for legal work for the Registrant.

Item 6. Indemnification of Directors and Officers.

(a)  In General. Subject to the laws of the State of Nevada, the
Registrant is to indemnify any director, officer, employee or
agent of the Registrant, or any person serving in such capacity
for any other entity or enterprise at the request of the
Registrant, against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any
action, suit or proceeding, except an action by or in the right
of the Registrant.

(b)  Lack Of Good Faith; Criminal Conduct. The Registrant is not
required to indemnify any person unless such person acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to any
criminal action or proceeding, where there was no reasonable
cause to believe the conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order of settlement,
conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Registrant, and
that, with respect to any criminal action or proceeding, there
was reasonable cause to believe that the conduct was unlawful.
Moreover, the Registrant shall not indemnify any person adjudged
to be liable for negligence or misconduct, ill the performance of
a duty to the Registrant unless and only to the extent that the
court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

c)  Successful Defense Of Actions. The Registrant shall
reimburse or otherwise indemnify any Director, officer, employee
or agent against legal expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
of any action, suit or proceeding herein above referred to, to
the extent such person is successful on the merits or otherwise.

(d)  Authorization. Indemnification shall be made by the
Registrant only when authorized in the specific case and upon a
determination that indemnification is proper by: 1. The
Shareholders; 2. Majority vote of a quorum of the Board of
Directors consisting of Directors who are not parties to the
action, suit or proceeding; or 3. Independent legal counsel in a
written opinion if a quorum of disinterested Directors cannot be
obtained.

(e)  Advancing Expenses. Expenses incurred in defending any
action, suit or proceeding may be paid by the Registrant in
advance of the final disposition, when authorized by the Board of
Directors, upon receipt of an undertaking by or on behalf of the
person defending to repay such advances if indemnification is not
ultimately available under these provisions.

(f)  Other Rights; Continuing Indemnification. The
indemnification provided by these Bylaws does not exclude any
other rights to which the person seeking indemnification may be
entitled under the law, shall continue as to a person who has
ceased to be a Director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

(g)  Insurance. The Registrant may purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Registrant1 or who is or was
serving at the request of the Registrant in any capacity against
any liability asserted against such person.

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, State of California, on February 29, 1999.

                                     The Majestic Companies, Ltd.

                                     By:  /s/  Francis A. Zubrowski
                                          Francis A. Zubrowski
                                          President/Chief Executive Officer

                     Special Power of Attorney

The undersigned constitute and appoint Francis A. 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   President, Chief Executive     February 29, 2000
Francis A. Zubrowski       Executive Officer, and
                           Director

/s/ Alejandro V. Tovar     Secretary and Controller       February 29, 2000
Alejandro V. Tovar         (Principal Financial and
                           Accounting Officer)

/s/ Ralph D. Morren, Jr.   Director                       February 29, 2000
Ralph D. Morren, Jr.

/s/ Paul S. Hewitt         Director                       February 29, 2000
Paul S. Hewitt

                             EXHIBIT INDEX

Exhibit                                                   Method of
Number                   Description                      Filing

4.1     Employee Stock Incentive Plan                     See Below

4.1     Retainer Stock Plan for Non-Employee Directors
        and Consultants                                   See Below

5       Opinion Re: Legality                              See Below

23.1    Consent of Accountant                             See Below

23.2    Consent of Counsel                                See Below

24      Special Power of Attorney                         See
                                                          Signature
                                                          Page