UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                                   MAY 7, 2008
                ________________________________________________
                Date of Report (Date of earliest event reported)


                            MAINLAND RESOURCES, INC.
             ______________________________________________________
             (Exact name of registrant as specified in its charter)


           NEVADA                      000-52782                 90-0335743
____________________________    ________________________     ___________________
(State or other jurisdiction    (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)

                       17314 STATE HIGHWAY 249, SUITE 306
                              HOUTSON, TEXAS 77064
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)


                                 (281) 469-5990
               __________________________________________________
               Registrant's telephone number, including area code


                                 NOT APPLICABLE
          _____________________________________________________________
          (Former name or former address, if changed since last report)


Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

Effective on May 7, 2008,  Mainland  Resources,  Inc., a Nevada corporation (the
"Company"),  completed a private  placement  offering (the "Private  Placement")
with certain  non-United States residents  (collectively,  the "Investors").  In
accordance with the terms and provisions of the Private  Placement,  the Company
issued to the  Investors an aggregate of 4,000,000  units at a per unit price of
$1.00 (the  "Unit") in the  capital of the  Company  for  aggregate  proceeds of
$4,000,000.  Each Unit was comprised of one share of restricted common stock and
one full non-transferrable warrant (the "Warrant").  Each Warrant is exercisable
at $2.00 per share for a period of one year.

The Units  under the  Private  Placement  were  sold to  approximately  nineteen
non-United  States  Investors in reliance on Regulation S promulgated  under the
United States  Securities Act of 1933, as amended (the  "Securities  Act").  The
Private  Placement has not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without  registration  with
the United States Securities and Exchange Commission or an applicable  exemption
from  the  registration  requirements.  The per  share  price of the  Units  was
arbitrarily  determined by our Board of Directors based upon analysis of certain
factors  including,  but not limited to, stage of development and exploration of
properties, industry status, investment climate, perceived investment risks, the
Company's assets and net estimated worth.  The Investors  executed  subscription
agreements  and  acknowledged  that the  securities  to be issued  have not been
registered  under the Securities  Act, that they understood the economic risk of
an  investment  in the  securities,  and that  they had the  opportunity  to ask
questions of and receive  answers from the Company's  management  concerning any
and all matters related to acquisition of the securities.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

    Not applicable.

(b) Pro forma Financial Information.

    Not applicable.

(c) Shell Company Transaction.

    Not applicable.

(d) Exhibits.

    Not applicable.


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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                        MAINLAND RESOURCES, INC.



DATE:  May 9, 2008.                     /s/ MICHAEL J. NEWPORT
                                        ________________________________________
                                        NAME: Michael J. Newport
                                        TITLE: President/Chief Executive Officer


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