GENERAL

Mainland Resources, Inc. was incorporated under the laws of the State of Nevada on May 12, 2006 and has been engaged in the business of acquisition, exploration and development of mineral properties in the United States since its inception. Our shares of common stock trade on the Over-the-Counter Bulletin Board under the symbol "MNLU:OB." We are a natural resource exploration and production company currently engaged in the exploration, acquisition and development of oil and gas properties in the United States and within North America. Our primary activity and focus is our lease in East Holly Field, De Soto Parish in northwest Louisiana (the "De Soto Parish") as more fully described below. To date, we have acquired approximately 2,695 net acres within the De Soto Parish. We have also leased various other properties totaling approximately 144 net acres within the Cotton Valley/Haynesville trend in the State of Louisiana as more fully described below.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Mainland Resources," refers to Mainland Resources, Inc.

RECENT DEVELOPMENTS

FEBRUARY 2008 FORWARD STOCK SPLIT

On February 25, 2008, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a forward stock split of twenty for one (20:1) of our total issued and outstanding shares of common stock (the "February 2008 Forward Stock Split"). Each of our shareholders holding one share of common stock was entitled to receive an additional twenty shares of our restricted common stock. The additional shares of our common stock to be issued to the shareholders in accordance with the February 2008 Forward Stock Split were mailed on approximately March 15, 2008 without any action on the part of the shareholders.

The February 2008 Forward Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the February 2008 Forward Stock Split was in our best interests and of the shareholders. In our judgment, the February 2008 Forward Stock Split resulted in an increase in our trading float of shares of common stock available for sale resulting in facilitation of investor liquidity and trading volume potential. The intent of the February 2008 Forward Stock Split was to increase the marketability of our common stock.

The February 2008 Forward Stock Split was effectuated with a record date of March 11, 2008 upon filing the appropriate documentation with NASDAQ. The February 2008 Forward Stock Split increased issued and outstanding shares of common stock from 1,120,500 to approximately 22,410,000 shares of common stock. The current authorized share capital continued to be 200,000,000 shares of common stock with a par value of $0.001 per share.

MAY 2008 FORWARD STOCK SPLIT

On May 12, 2008, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a forward stock split of 1.5 for one (1.5:1) of our total issued and outstanding shares of common stock (the "May 2008 Forward Stock Split").

The May 2008 Forward Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the May 2008 Forward Stock Split was in our best interests and of the shareholders. In our judgment, the May 2008 Forward Stock Split will further result in an increase in our trading float of shares of common stock available for sale resulting in facilitation of investor liquidity and trading volume potential. The intent of the May 2008 Forward Stock Split is to further increase the marketability of our common stock.

The May 2008 Forward Stock Split was effectuated with a record date of May 29, 2008 upon filing the appropriate documentation with NASDAQ. The May 2008 Forward Stock Split increased our issued and outstanding shares of common stock from 26,410,000 to approximately 39,615,000 shares of common stock. The total number of shares of common stock issued and outstanding had previously been 22,410,000 since March 11, 2008 pursuant to a forward stock split effectuated pursuant to the February 2008 Forward Stock Split. We subsequently issued 4,000,000 shares in accordance with the terms and provisions of a private placement offering thus bringing the total number of issued and outstanding shares of common stock to 26,410,000 as of May 29, 2008. The current authorized share capital continued to be 200,000,000 shares of common stock with a par value of $0.001 per share.

CURRENT BUSINESS OPERATIONS

We are a natural resource exploration and production company currently engaged in the exploration, acquisition and development of oil and gas properties in the United States and within North America. Our primary activity and focus is our lease in the De Soto Parish. To date, we have acquired approximately 2,695 net acres within the De Soto Parish. We have also leased various other properties totaling approximately 144 net acres within the Cotton Valley/Haynesville trend in the State of Louisiana as more fully described below.

EAST HOLLY FIELD, DE SOTO PARISH, LOUISIANA

On February 27, 2008, we entered into an option agreement (the "Option Agreement") with Kingsley Resources, Inc., Nevada corporation ("Kingsley"), pursuant to which we acquired all the right, title and interest Kingsley has in and to certain leasehold estates (the "Leases") located in East Holly Field of the De Soto Parish. The Leases create a contiguous block of acreage on the southeast flank of the East Holly Field. The Leases were the subject of a certain purchase agreement dated December 11, 2007 and modified February 1, 2008 (collectively, the "Leasehold Purchase Agreement") between Kingsley and Permian Basin Acquisition Fund ("Permian"), pursuant to which Kingsley acquired the sub-surface rights provided for in the Leases.

In accordance with the terms and provisions of the Option Agreement: (i) Kingsley granted to us all of its right, title and interest in and to the Leases and we assumed all rights, duties and obligations of Kingsley under the Leasehold Purchase Agreement; (ii) we agreed to pay to Kingsley $100,000, which is payable as a reimbursement of a deposit paid by Kingsley to Permian under the Leasehold Purchase Agreement; and (iii) on or about March 15, 2008 or at the time we pay the $100,000 to Kingsley under the Option Agreement and such other amounts to Permian as required of Kingsley under the Leasehold Purchase Agreement, the right, title and interest of Permian and Kingsley in the Leases will be transferred and delivered to us, subject to residual royalty payment and other rights reserved under the Leasehold Purchase Agreement and the Option Agreement by Permian and Kingsley.

On March 14, 2008, we paid to Permian the aggregate amount of $587,596, which amount did not include the $100,000 required to be paid by us to Kingsley under the terms of the Option Agreement, the $100,000 was paid to Kingsley on April 2, 2008. In accordance thereof, the right, title and interest of Permian and Kingsley in the Leases were transferred to us effective March 14, 2008 by way of assignment. As of the date of this Quarterly Report, we have completed the Option Agreement and the Leasehold Purchase Agreement at a total cost of $687,596 for approximately 2,551 net acres.

DRILLING INITIATIVES

As of the date of this Quarterly Report, in conjunction with our joint venture partner, Petrohawk Energy Corporation ("Petrohawk"), our technical team (guided by management) will determine our drilling initiatives. These initiatives are based on project priority, leasehold requirements and availability of resources, access, costs and a number of factors that go into strategic planning. With regards to the East Holly Field, management intends to drill its initial well to a depth similar to that of other area participants in the Cotton Valley and Hosston formations and the Haynesville Shale. The technical team in conjunction of with our joint venture partner expects that other wells drilled in this region will be based on the detailed data gained through the initial well drilling process.

COTTON VALLEY/HAYNESVILLE

As of the date of this Quarterly Report, we have leased various other properties totaling approximately 144 net acres consisting of approximately 84 net acres leased as of February 29, 2008 and an additional 60 net acres leased during the three-month period ended May 31, 2008 for payment of additional consideration of $22,753. These additional property leases within the Cotton Valley/Haynesville trend in the State of Louisiana are for a three-year term period. We have a 100% working interest and a 75% net revenue interest in the leases.

WESTROCK LAND CORP.

Effective on September 4, 2008, our Board of Directors authorized the execution of an option agreement (the "Option Agreement") with Westrock Land Corp. ("Westrock") to acquire 5,000 net acres in mineral oil and gas leases located in the State of Mississippi (the "Leases"). In accordance with the terms and provisions of the Option Agreement: (i) we will acquire a 100% working interest and a 75% net revenue interest in the Leases; (ii) we have agreed to pay certain acquisition costs per net mineral acre and also paid a $500,000 deposit to secure the Option Agreement; (iii) the balance of the acquisition costs will be due and payable upon completion of the due diligence, which Option Agreement is subject to the completion of standard due diligence review by us to be completed no later than October 15, 2008; and (iv) upon closing scheduled no later than October 15, 2008, Westrock shall assign to us all of its right, title and interest in and to the Leases free and clear of all liens and encumbrances.

PETROHAWK AGREEMENT

Effective on July 14, 2008, our Board of Directors entered into a binding venture agreement (the "Letter Agreement") with Petrohawk relating to the joint development of acreage of the Company's leases in DeSoto Parish, Louisiana. In accordance with the terms and provisions of the Letter Agreement: (i) Petrohawk agreed to pay 100% of the costs of development associated with the first well drilled below the Cotton Valley Formation, including drilling, completing and fracture stimulating, as well as costs up to and including pipeline connection;
(ii) Petrohawk agreed to pay 80% and we agreed to pay 20% of all costs of the second well drilled below the base of the Cotton Valley Formation; and (iii) Petrohawk agreed to pay 60% and we agreed to pay 40% of all costs of the third well drilled below the base of the Cotton Valley Formation.

In accordance with the further terms and provisions of the Letter Agreement, we agreed to transfer 60% of our leases in the DeSoto Parish to Petrohawk at closing, but only as such leases related to all depths below the base of the Cotton Valley Formation and specifically the Haynesville Shale. Petrohawk further agreed to gather and market our production from above the base of the Cotton Valley Formation pursuant to a mutually acceptable agreement. The Letter Agreement was subject to due diligence.

Effective August 4, 2008, we entered into a definitive binding agreement with Petrohawk consummating the transaction described above (the "Agreement"), together with associated assignment, conveyance and bill of sale (the "Assignment"). In accordance with the terms and provisions of the Assignment, we have effectively transferred and conveyed to Petrohawk sixty percent (60%) of

our 100% right, title and interest in and to the leases in the DeSoto Parish. Petrohawk has been designated as the operator on all development relating to the leases. As of the date of this Quarterly Report, the Griffith Well No. 1-H is on Petrohawk's rig schedule to spud in approximately October 2008.

SIMILKAMEEN MINING DIVISION

We previously held title to two mining claims, the Southwest and Sedona claims, located in the Similkameen Mining Division in the Province of British Columbia, Canada (the "Similkameen Mining Division"). The mining claims were without a known body of commercial ore. We intended to engage in gold and copper exploration on the Similkameen Mining Division. However, we subsequently changed our focus to oil and gas exploration and decided not to proceed with the development of these mineral properties. Thus, on April 28, 2008, we sold our interest in the two mining claims in the Similkameen Mining Division to one of our former shareholders in exchange for settlement of a debt in the amount of $33,239 due and owing by us to the former shareholder.

RESULTS OF OPERATION

We are an exploration stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The summarized financial data set forth in the table below is derived from and should be read in conjunction with our unaudited financial statements for the six month period ended August 31, 2008 and August 31, 2007, including the notes to those financial statements which are included in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following table sets forth selected financial information for the periods indicated.

RESULTS OF OPERATION



                                                       SIX-MONTH PERIOD ENDED AUGUST 31,         FOR THE PERIOD FROM MAY
                                                                     2008                        12, 2006 (INCEPTION) TO
                                                              AND AUGUST 31, 2007                      AUGUST 31, 2008
                                                     ______________________________________ ______________________________

General and administrative expenses
    Office and general                                   $    47,334          $ 5,908                  $   106,583

    Mineral property costs                                       -0-              857                       14,510

    Consulting fees                                          492,357              -0-                      492,357

    Management fees and rent fees -related party              56,000              -0-                       70,420

    Marketing expenses                                       896,827              -0-                      896,827

    Professional fees                                        112,696           36,626                      180,296

    Salary expense                                         9,614,685              -0-                    9,614,685
                                                     _____________________________________________________________________
Net operating loss                                      ($11,219,899)        ($43,391)                ($11,375,678)

Other income
   Gain on settlement of debt                                 33,239              -0-                       33,239
   Interest income                                             6,027              -0-                        6,027
Net loss                                                ($11,180,633)        ($43,391)                ($11,336,412)
   Foreign currency translation adjustment                       422              508
Net loss and comprehensive loss                         ($11,180,211)        ($42,883)                ($11,336,412)

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

SIX MONTH PERIOD ENDED AUGUST 31, 2008 COMPARED TO SIX MONTH PERIOD ENDED AUGUST
31, 2007.

Our net loss and comprehensive loss for the six month period ended August 31, 2008 was ($11,180,211) compared to a net loss and comprehensive loss of ($42,883) during the six month period ended August 31, 2007 (an increase of $11,137,328). During the six month periods ended August 31, 2008 and August 31, 2007, we did not generate any revenue.

Our net operating loss during the six month period ended August 31, 2008 was ($11,219,899) compared to a net operating loss of ($43,391) during the six month period ended August 31, 2007 (an increase of $11,176,508). During the six month period ended August 31, 2008, we incurred general and administrative expenses of $11,219,899 compared to $43,391 incurred during the six month period ended August 31, 2007 (an increase of $11,176,508). These expenses incurred during the six month period ended August 31, 2008 consisted of: (i) office and general of $47,334 (2007: $5,908); (ii) mineral property costs of $-0- (2007: $857); (iii) consulting fees of $492,357 (2007: $-0-); (iv) management and rent fees - related party of $56,000 (2007: $-0-); (v) marketing expenses of $896,827 (2007:
$-0-); (vi) professional fees of $112,696 (2007: $36,626); and (vii) salary expense of $9,614,685 (2007: $-0-).

General and administrative expenses incurred during the six month period ended August 31, 2008 compared to the six month period ended August 31, 2007 increased primarily due to the increase in salary expense and marketing expenses regarding services performed relating to the increased scale and scope of business operations of our interests in the De Soto Parish. Expenses related to salary expense included the valuation of stock options granted to our officers and directors and consultants in the amount of $9,614,685. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs. See " - Material Commitments."

Our net operating loss of ($11,219,899) during the six month period ended August 31, 2008 was offset by a gain of $33,239 (2007: $-0-) on settlement of debt and $6,027 (2007: $-0-) in interest income for a net loss of ($11,180,633), which net operating loss was adjusted by $422 in foreign currency translation resulting in a net loss and comprehensive loss of ($11,180,211). Our net operating loss of ($43,391) during the six month period ended August 31, 2007 for a net loss of ($43,391), which net operating loss was adjusted by $508 in foreign currency translation resulting in a net loss and comprehensive loss of ($42,883). The weighted average number of shares outstanding was 37,479,549 for the six month period ended August 31, 2008 (as increased in accordance with the February 2008 Forward Stock Split and the May 2008 Forward Stock Split) compared to 21,615,000 for the six month period ended August 31, 2007.

THREE MONTH PERIOD ENDED AUGUST 31, 2008 COMPARED TO THREE MONTH PERIOD ENDED
AUGUST 31, 2007.

Our net loss and comprehensive loss for the three month period ended August 31, 2008 was ($8,221,281) compared to a net loss and comprehensive loss of ($16,759) during the three month period ended August 31, 2007 (an increase of $8,204,522). During the three month periods ended August 31, 2008 and August 31, 2007, we did not generate any revenue.

Our net operating loss during the three month period ended August 31, 2008 was ($8,225,248) compared to a net operating loss of ($17,267) during the three month period ended August 31, 2007 (an increase of $8,207,981). During the three month period ended August 31, 2008, we incurred general and administrative expenses of $8,225,248 compared to $17,267 incurred during the three month period ended August 31, 2007 (an increase of $8,207,981). These expenses incurred during the three month period ended August 31, 2008 consisted of: (i) office and general of $25,867 (2007: $2,268); (ii) mineral property costs of $-0- (2007: $-0-); (iii) consulting fees of $174,577 (2007: $-0-); (iv)

management and rent fees - related party of $40,500 (2007: $-0-); (v) marketing expenses of $745,490 (2007: $-0-); (vi) professional fees of $81,129 (2007:
$14,999); and (vii) salary expense of $7,157,685 (2007: $-0-).

Our net operating loss of ($8,225,248) during the three month period ended August 31, 2008 was offset by $3,967 (2007: $-0-) in interest income for a net loss of ($8,221,281), resulting in a net loss and comprehensive loss of ($8,221,281). Our net loss of ($17,267) during the three month period ended August 31, 2007 was offset by $508 for a net loss and comprehensive loss of ($16,759). The weighted average number of shares outstanding was 39,419,348 for the three month period ended August 31, 2008 (as increased in accordance with the February 2008 Forward Stock Split and the May 2008 Forward Stock Split) compared to 21,615,000 for the three month period ended August 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTH PERIOD ENDED AUGUST 31, 2008

As of August 31, 2008, our current assets were $1,331,903 and our current liabilities were $47,293, which resulted in a working capital surplus of $1,284,610. As of August 31, 2008, total assets were comprised of $1,307,623 in cash, $24,280 in prepaid expenses and $1,051,039 in valuation of oil and gas properties. As of August 31, 2008, current liabilities were comprised entirely of $47,293 in accounts payable and accrued liabilities.

As of February 29, 2008, our total assets were $28,671 comprised of $19,495 in cash and $9,176 in valuation of oil and gas properties. The increase in total assets as of August 31, 2008, as compared to February 29, 2008 was primarily due to the increase in cash resulting from our private placement offering. See " - Plan of Operation."

As of February 29, 2008, our total liabilities were $127,496 comprised of: (i) $38,119 in accounts payable and accrued liabilities; (ii) $6,138 in accounts payable - related parties; and (iii) $83,239 in related party advance. The decrease in liabilities as of August 31, 2008 as compared to February 29, 2008 was primarily due to conversion of related party advances to common shares ($50,000) as well as for mineral claims in British Columbia ($33,239). See " - Material Commitments."

Stockholders' equity (deficit) increased from ($98,825) for fiscal year ended February 29, 2008 to $2,335,649 for the six month period ended August 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the six month period ended August 31, 2008, net cash flows used in operating activities was ($1,620,431) consisting primarily of a net loss of ($11,180,633). Net cash flows used in operating activities was adjusted by $9,614,685 for stock based compensation and ($33,239) for non-cash mineral property recovery. Net cash flows used in operating activities was further changed by ($6,138) a decrease in accounts payable - related party, and $9,174 in increase in accounts payable and accrued liabilities. For the six month period ended August 31, 2007, net cash flows used in operating activities was ($21,517) consisting primarily of a net

loss of ($43,391), which was adjusted by $4,108 for donated services and expenses and changed by an increase of $3,000 in prepaid expenses and an increase of $14,766 in accounts payable and accrued liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For the six month period ended August 31, 2008, net cash flows from investing activities was ($1,041,863) in investment in oil and gas property compared to $-0- for the six month period ended August 31, 2007.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended August 31, 2008, net cash flows provided from financing activities was $3,950,000 compared to $9,900 for the six month period ended August 31, 2007. Cash flows from financing activities for the six month period ended August 31, 2008 consisted of proceeds from sale of common stock. Cash flow from financing activities for the six month period ended August 31, 2007 consisted of advances from related parties.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) oil and gas operating properties; (ii) possible drilling initiatives on current properties and future properties; and
(iii) future property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

During fiscal year ended February 29, 2008, we engaged in a private placement offering pursuant to which we raised $20,452. As of the date of this Quarterly Report, we have completed a further private placement offering pursuant to which we issued 6,000,000 units at a price of $0.67 per unit (the "Units") for gross proceeds of $4,000,000. Of the $4,000,000, $50,000 was received pursuant to settlement of debt and the remaining aggregate $3,950,000 was received in cash

and completed during the six month period ended August 31, 2008. Each Unit consists of one share of restricted common stock and one-half non-transferable share purchase warrant. Each whole share purchase warrant entitles the holder to . . .