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

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURUTIES EXCHANGE ACT OF 1934

                   For the fiscal year ended February 28, 2009

                        Commission file number 333-150821


                            Massey Exploration Corp.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                                   N/A
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                             300,508 24th Avenue SW
                            Calgary, Alberta T2S 0K4
               (Address of Principal Executive Offices & Zip Code)

                                  (403)228-9909
                               (Telephone Number)

                              Empire Stock Transfer
                        2470 St. Rose Parkway, Suite 304
                               Henderson, NV 89074
                Telephone (702) 818-5898 Facsimile (702) 974-1444
            (Name, Address and Telephone Number of Agent for Service)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of February 28, 2009, the registrant had 6,600,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of February 28, 2009.
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                            MASSEY EXPLORATION CORP.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.   Business                                                           3
Item 1A.  Risk Factors                                                      13
Item 2.   Properties                                                        14
Item 3.   Legal Proceedings                                                 15
Item 4.   Submission of Matters to a Vote of Securities Holders             15

                                 Part II

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                 15
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         17
Item 8.   Financial Statements and Supplementary Data                       20
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                          33
Item 9A.  Controls and Procedures                                           33

                                Part III

Item 10.  Directors and Executive Officers                                  35
Item 11.  Executive Compensation                                            36
Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                   38
Item 13.  Certain Relationships and Related Transactions                    38
Item 14.  Principal Accounting Fees and Services                            38

                                 Part IV

Item 15.  Exhibits                                                          39

Signatures                                                                  39

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                                     PART I

ITEM 1. BUSINESS

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.

The Hotspot Mineral Claim, consisting of 16 contiguous cells totaling 800 acres,
is the only claim currently in the company's portfolio. If our claim does not
contain any reserves all funds that we spend on exploration will be lost. If we
complete our current exploration program and are successful in identifying a
mineral deposit we will need to expend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral
deposit or reserve.

GLOSSARY

     Analcite-bearing trachybasalt - Analcite or analcime is a hydrous sodium
     aluminum silicate mineral that predominates in the extrusive or volcanic
     form of its igneous equivalent, a syenogabbro.

     Andesitic to basaltic composition - a range of rock descriptions using the
     chemical make-up or mineral norms of the same.

     Dry Interior Belt biotic zone - a division of life forms and climatic zones
     that make-up or may be particular to British Columbia, Canada. Another
     example could the Cariboo Parklands zone.

     Elongate basin - a longer than wide depression that may be favorable to
     in-filling by adjacent eroding mountains.

     Formation - the fundamental unit of similar rock assemblages used in
     stratigraphy.

     Intermontane belt - between mountains (ranges), a usually longer than wide
     depression occurring between enclosing mountain ranges that supply
     erosional material to infill the basin.

     Mineral tenure of B.C. - the rights, privileges and obligations specified,
     by the acquisition of mineral tenure, in the Mineral Tenure Act of the
     Province. Specifics of what a mineral tenure holder can, cannot and must do
     to hold mineral title in British Columbia, Canada. Since B.C. is a
     Provincial jurisdiction mineral tenure lies with the province unless
     federal jurisdiction is encroached, i.e. fisheries or if the mineral
     activity takes place in a federal territory, i.e. Nunavit. Also a federally
     chartered company may have to use Canadian (federal) rules and regulations.

     Plagioclase feldspar - a specific range of chemical composition of common
     or abundant rock forming silicate minerals.

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     Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a
     specific rock-forming mineral, i.e. augite occurring within a matrix of
     finer grained rock-forming minerals.

     Propylitic alteration - a process of hydrothermal alteration whereby in
     igneous rocks a major mineral, plagioclase feldspar is altered to a
     secondary assemblage of new mineral forms. Recognition of the process in a
     rock sample is important to establishing what effects hydrothermal
     alteration may have had on the general setting from which the sample was
     derived.

     Skarnification - a contact metamorphic rock alteration process by which a
     lime-bearing silicate rock is formed from a limestone by association with a
     nearby igneous intrusion that imparts generally large amounts of silicon,
     aluminum, iron and magnesium to the new formed rock or skarn.

     Upper Triassic age Nicola Group - rock units of similar age within the age
     range of 180-205 million years before the present. To constitute a group it
     must be composed of at least two formations.

     Volcaniclastic - Angular to rounded particles of a wide range of sizes
     within (a welded) finer grain-sized matrix of volcanic origin.

GENERAL INFORMATION

The Hotspot property consists of one located mineral claim comprising a total of
16 contiguous cells. The mineral claim is situated in the Bonaparte Plateau
between Loon Lake and Upper Loon Lake in the South Cariboo Region of British
Columbia, Canada. Massey Exploration Corp., a Nevada, USA company is the
beneficial owner of the mineral claim.

The general claim area is underlain by the youngest rock units in the area that
occur as volcanic flow basalts. In or below some of the deeply incised erosional
valleys which can be fault controlled occur the oldest units in the area. These
older units are of the Upper Triassic age volcanics and possibly minor sediments
of the Nicola Group that are seen to underlie the Miocene age basalt flows.

The rock units exhibit an aeromagnetic pattern that could indicate a response to
underlying deformation due to structural features, such as faulting, folding and
rock alteration. Much of the mineral claim is drift or overburden covered and
offers exploration potential. The author feels that the potential exists for
movement of mineralizing fluids to have impregnated this northwesterly trending
zone. These fluids could emanate from deeper occurring intrusions and travel
along structurally prepared conduits in the underlying bedrock.

The mineral claim is favorably situated and may require geophysical surveys to
determine in more detail its potential following the initial prospecting,
mapping and soil geochemistry program. An exploratory drilling program could
follow the Phase 1 - 3 surveys and be contingent upon positive results being
obtained from the previous surveys.

The object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance.

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<PAGE>
We have completed phase one of the exploration work on the claim and have
incurred $7,950 exploration costs. The future cost of further exploration work
on the property is disclosed in detail in the Plan of Operation section of this
report.

There is not a plant or any equipment currently located on the property. The
initial exploration phases will be supported by generators. The Town of 100 Mile
House and the City of Kamloops, British Columbia lie 46 miles and 86 miles by
road northwest and southeast of the Hotspot mineral claim, respectively. Each
offer much of the necessary infrastructure required to base and carry-out an
exploration program (accommodations, communications, equipment and supplies).
Kamloops B.C. is highway accessible from Vancouver, B.C. in a few hours by
traveling over the Coquihalla highway. Kamloops has a good airport and the
overnight Greyhound bus service is a popular way to send-in samples and to
receive additional equipment and supplies.

A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Detailed
prospecting, mapping and reconnaissance MMI soil geochemical surveys of the
claim area is recommended.

The cost of the proposed program is $3,500 for the initial phase of exploration
work, $7,360 for follow-up work to phase one, $12,000 for the contingent second
phase and $37,500 for the third phase. The first phase of the fieldwork program
was conducted by the geologist during the period September 27 - October 3, 2008.

The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. Because we
have just commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,
as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding to proceed with any subsequent work on the claim if
mineralization is found.

ACQUISITION OF THE MINERAL CLAIM

The claim is currently held in trust in the name of our president, Michael
Hawitt. We paid $2,000 to James McLeod for the staking of the claim.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

Title to the property has already been granted to our president and director,
Michael Hawitt, who holds the claim in trust for the Company. To obtain a Free
Miner's Certificate, which is required to hold a mining claim in British
Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a
corporation must be registered under the British Columbia Business Corporations
Act. Section 8(2) of the MTA stipulates that an individual applicant must either
be a resident of Canada or be authorized to work in Canada. As the corporation
is not registered in British Columbia the claim is held in trust for the company
by Mr. Hawitt, as he is eligible as a Canadian citizen. The mineral title claim
has been registered with the Government of British Columbia and a title search
has been done to ensure there are no competing claims to the property.

                                       5
<PAGE>
All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. For our claim this would require $1,296 in exploration costs for
year 1 through 3, and $2,592 per year thereafter.

In order to retain title to the property exploration work costs must be recorded
and filed with the British Columbia Department of Energy Mines and Petroleum
Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the value of
the work recorded, to record the work.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Hotspot mineral claim is comprised of 16 contiguous cells totaling 800
acres. The mineral claim area may be located on the NTS map sheet, 92P/3. At the
center of the property the latitude is 51(Degree) 11' 9" N and the longitude is
121(Degree) 04' 03" W. The claim is motor vehicle accessible from the Village of
70 Mile House, B.C. by traveling 17 miles east- southeast along the Upper Loon
Lake gravel ranch road to the mineral claim.

The Hotspot property lies in the interior plateau of the province and within the
Cariboo Parkland biotic or life zone of British Columbia. The area experiences
about 20" - 30" of precipitation annually of which about 25% may occur as a snow
equivalent. The summers can experience hot weather while the winters are
generally more severe than the dry belt to the east and can last from November
through March.

Much of this area of the interior plateau, with its rolling hills, hosts
clusters of lodgepole pine with similar stands of aspen. Douglas fir and
Engelmann spruce round out the other conifer cover, but in lesser abundance. The
general area supports an active logging industry. Mining holds an historical and
contemporary place in the development and economic well being of the area.

The Town of 100 Mile House and the City of Kamloops, British Columbia lie 46
miles and 86 miles by road northwest and southeast of the Hotspot mineral claim,
respectively. Each offer much of the necessary infrastructure required to base
and carry-out an exploration program (accommodations, communications, equipment
and supplies). Kamloops B.C. is highway accessible from Vancouver, B.C. in a few
hours by traveling over the Coquihalla highway. Kamloops has a good airport and
the overnight Greyhound bus service is a popular way to send-in samples and to
receive additional equipment and supplies.

The claim area ranges in elevation from 3,150 feet to 3,600 feet mean sea level.
The physiographic setting of the property can be described as rounded, open
range pockets among the clusters of conifer (evergreens) and aspens in a plateau
setting. The area has been surficially altered both by the erosional and the
depositional (drift cover) effects of glaciation. Thickness of drift cover in
the valleys may vary considerably. Fresh water lakes and small streams are
abundant in the area.

                                       6
<PAGE>




                       [MAP SHOWING THE PROPERTY LOCATION]




                                       7
<PAGE>




                        [MAP SHOWING THE CLAIM LOCATION]




                                       8
<PAGE>
HISTORY

The recorded mining history of the general area dates from the 1850's when gold
miners passed through the area, often going further north. Some minor placer
gold occurrences were discovered in the area of the Bonaparte and Deadman
Rivers. The most significant lode gold deposit developed in the area was that of
the Vidette Gold Mines, Ltd. of Vancouver, B.C. which operated an underground
lode gold deposit at the northeast-end of Vidette Lake. The mine operated from
1931-40 with its production coming from a vein deposit in Nicola volcanic rocks.
They rendered the gold produced by flotation. Industrial mineral discoveries
have been made in the area, such as volcanic (rhyolite) ash for possible use as
pozzolan and diatomaceous earth.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geological mapping conducted during 1964-65 was carried-out by
Campbell and Tipper, reported by them on the Bonaparte Lake map area, Geological
Survey of Canada, NTS 92P (see Figure 3 and References). The area is seen to be
underlain by rock units ranging in age from the Pennsylvanian to the Miocene and
being mainly of volcanic origin, although some of the older units are of
intrusive and sedimentary origin. The older units are only found along the deep
incisions found along some of the deeper creek valleys, i.e. the Deadman River
and Loon Creek. The younger Eocene - Miocene aged volcanic flow rock units are
observed in the area and alkali basalt flows of Miocene age occur as cap rocks
in the general area.

LOCAL GEOLOGY

The local geological mapping was undertaken in 1988-89 by P.B. Read (see
References) in his study of the Tertiary stratigraphy and industrial mineral
potential of the area. His mapping is detailed and portrays the extensiveness of
the basalt flows even in this the southern part of the pervasive and widespread
occurrences to the north, an area covering thousands of square miles. He
measured the olivine basalt occurrences along the Bonaparte River, Loon Creek
and the Deadman River valleys and arrived at an estimate of the thickness of ~
1,600 feet. They are thought to lie upon faulted bedrock of Pennsylvanian age
and younger.

PROPERTY GEOLOGY

The geology of the Hotspot property area may be described as being overlain by
generally thick Tertiary basalt flows of Eocene - Miocene age. The olivine
basalts of the Chasm Formation are the youngest rocks found on the property and
throughout the local area. These flows have covered the next youngest units of
the Deadman River Formation that hosts the ash and diatomaceous earth
occurrences, as well as other water borne younger sediments, such as siltstone,
shale, sandstone and conglomerate.

PROPERTY MINERALIZATION

The geologist has observed in places within the regional area
pyrite-pyrrhotite-chalcopyrite mineralization as mesothermal replacements or
vein-type of occurrences that lie peripheral to the porphyry-type occurrence in
the volcanic tuffs (as volcanic skarn). These occurrences were observed in the
massive volcanic units and in medium grain-sized intrusive rock within steeply
dipping to vertical fissure/fault zones with some dissemination in the adjacent
wallrock.

                                       9
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                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       10
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COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.

We are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our exploration plans until we are able
to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We are required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).

With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond in the
amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance).
The bond is to ensure that we reclaim or repair the disturbance caused by the
trenching and drilling. Usually this reclaiming work entails filling in and
smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.

In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees (initially) to avoid any disturbance to larger
trees. If the disturbance to larger trees is unavoidable then a permit to cut
will be obtained.

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There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $3,000. (1 day - crew & equipment)

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the
value of the work recorded, to record the work.

PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We paid $4,000 for the geology report and staking of the claim and $3,950 for
the first phase of our exploration program.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our sole officer, Michael Hawitt. Mr. Hawitt currently
devotes 2 hours per week to company matters and he plans to devote as much time
as the board of directors determines is necessary to manage the affairs of the
company in the future. There are no formal employment agreements between the
company and our current employee.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549,
telephone 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

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ITEM 1A. RISK FACTORS

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.

BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.

The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property does not contain any reserves. As such,
any funds spent on exploration will probably be lost which will result in a loss
of your investment.

WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.

We were incorporated in January 2007 and we have not realized any revenues. We
have a limited operating history upon which an evaluation of our future success
or failure can be made. Our net loss was $20,538 from inception to February 28,
2009. Our ability to achieve and maintain profitability and positive cash flow
is dependent upon:

     *    our ability to locate a profitable mineral property

     *    our ability to generate revenues

     *    our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
activities.

BECAUSE WE WILL HAVE TO SPEND ADDITIONAL FUNDS TO DETERMINE IF WE HAVE A
RESERVE, IF WE CAN'T RAISE THE MONEY WE WILL HAVE TO CEASE OPERATIONS AND YOU
COULD LOSE YOUR INVESTMENT.

Even if we complete our current exploration program and it is successful in
identifying a mineral deposit, we will have to spend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit, a reserve.

BECAUSE OUR CONSULTING GEOLOGIST MR. JAMES W. MCLEOD, HAS WORKED WITH A NUMBER
OF EXPLORATION STAGE COMPANIES WHICH HAVE NOT MOVED FORWARD IN THEIR EXPLORATION
ACTIVITIES, THERE IS THE RISK THAT WE ALSO MAY NOT BE ABLE TO MOVE FORWARD IN
OUR EXPLORATION AND OUR BUSINESS COULD FAIL.

We are dependent on the expertise of our consulting geologist in geology and
exploration. Since 1999, Mr. McLeod has been an officer, director, or geologist

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for over twenty companies most of which have not moved forward with exploration
activities, and five of which have changed businesses and completely abandoned
exploration activities. If we do not move forward with our exploration
activities, or our exploration activities do not have favorable results, our
business could fail.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.

Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
undiscovered. Without a reserve, we cannot generate revenues and you will lose
your investment.

WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.

Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. If we cannot find the products and equipment we need, we will have
to suspend our exploration plans until we do find the products and equipment we
need.

BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 5% OF HIS TIME OR APPROXIMATELY TWO HOURS PER WEEK TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.

Because our officer and director has other outside business activities and will
only be devoting 5% of his time or two hours per week to our operations, our
operations may be sporadic and occur at times which are convenient to our
officer and director. As a result, exploration of the property may be
periodically interrupted or suspended.

ITEM 2. PROPERTIES

We do not currently own any property. Our offices are located at 300, 508 24th
Avenue SW, Calgary, Alberta, which are the offices of our president and are
provided to us free of charge. The telephone number is (403) 228-9909. The

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facilities include answering services, fax services, secretarial services,
reception area and shared office and boardroom meeting facilities. Management
believes the current premises are sufficient for its needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders during the
year ended February 28, 2009.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker to apply to have the shares quoted on the OTC
Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service
that displays real-time quotes, last sale prices and volume information in
over-the-counter (OTC) securities. The OTCBB is not an issuer listing service,
market or exchange. Although the OTCBB does not have any listing requirements
per se, to be eligible for quotation on the OTCBB, issuers must remain current
in their filings with the SEC or applicable regulatory authority. Market Makers
are not permitted to begin quotation of a security whose issuer does not meet
this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Massey Exploration with any market maker
regarding participation in a future trading market for our securities.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report Massey Exploration had 35
shareholders of record. We have paid no cash dividends and have no outstanding
options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

                                       15
<PAGE>
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The company's shares constitute penny stock under the Securities and
Exchange Act. The shares will remain penny stocks for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt

                                       16
<PAGE>
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

TRANSFER AGENT

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our exploration stage and have not generated any revenue.

We incurred operating expenses of $16,538 and $4,000 for the years ended
February 28, 2009 and February 29, 2008, respectively. These expenses consisted
of $7,950 in property expenditures with the remaining being general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our registration statement and periodic
reports. Our net loss from inception (January 22, 2007) through February 28,
2009 was $20,538.

On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to its director, Michael Hawitt, for cash in the amount of $0.004 per
share for a total of $4,000. On January 30, 2008, the Company issued a total of
2,000,000 shares of common stock at $0.004 per share to Mr. Hawitt in exchange
for an invoice paid on behalf of the Company in the amount of $8,000.

On December 16, 2008 the Company completed its "all or nothing" offering.
Subscription agreements totaling 3,300,000 shares of common stock at $.02 per
share, or $66,000 were received from 34 unrelated investors.

Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at February 28, 2009 was $59,072 with $1,610 in outstanding
liabilities. Management believes our current cash resources are sufficient to
fund operations for the next twelve months.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to complete the three phases
of our exploration program. In addition to the remaining $56,860 we anticipate

                                       17
<PAGE>
spending for the exploration program as outlined below, we anticipate spending
an additional $10,000 on professional fees and general administrative costs.
Total expenditures over the next 12 months are therefore expected to be
approximately $67,000.

The following work program has been recommended by the consulting geologist who
prepared the geology report.

PHASE 1
Detailed prospecting, mapping and mobile metal ion
(MMI) soil sampling and subsequent proprietary digestion.
The program is expected to take 4 weeks to complete,
including turn-around time for analyses in Australia.        $ 3,500 (completed)

PHASE 1 - FOLLOW-UP PROGRAM
Additional mineral cell acquisition on the N and W
boundaries of the Hotspot, #569675 mineral claim.
Grid about sample stations #6 and #8. Sampling the
fill-in grid, 50 MMI samples. Camp, board and
transportation. IONIC Leach sample transportation
and analyses.  Report and maps.                              $ 7,360

PHASE 2
Grid controlled magnetometer and VLF-EM surveys over
the areas of interest determined by the Phase 1 survey.
Included in this estimated cost is transportation,
accommodation, board, grid installation, the
geophysical surveys, maps and report.                        $12,000

PHASE 3
Induced polarization survey over grid controlled
anomalous areas of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and
sampling of bedrock anomalies. Includes assays,
detailed maps and reports                                    $37,500
                                                             -------

                          Estimated Total                    $60,360
                                                             =======

Each phase following phase 1 is contingent upon favorable results from the
previous phase.

The first phase of the fieldwork program was conducted by the geologist during
the period September 27 - October 3, 2008. The program included reconnaissance
geological mapping and prospecting and a line of MMI soil sampling. The results
appear to exhibit possible anomalous responses particularly in the gold
exploration suite (GES) comprised of the elements cobalt, gold, nickel,
palladium and silver. The geologist recommended a follow-up, fill-in MMI soil

                                       18
<PAGE>
sampling program about the anomalous samples to test for the validity of the
results. We plan to commence the follow-up to Phase 1 on the claim in summer
2009. We expect this phase to take 10 days to complete and an additional two to
three months for the consulting geologist to receive the results from the assay
lab and prepare his report.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

After the follow-up to phase one of the exploration program, if it proves
successful in identifying mineral deposits, we intend to proceed with phase two
of our exploration program. The estimated cost of this program is $12,000 and
will take approximately 3 weeks to complete and an additional two to three
months for the consulting geologist to receive the results from the assay lab
and prepare his report. We anticipate commencing the second phase of our
exploration program in late summer 2009.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $37,500 and will take approximately one month to
complete and an additional two to three months for the consulting geologist to
receive the results from the assay lab and prepare his report. We anticipate
commencing the third phase of our exploration program in late summer or early
fall 2009.

We have a verbal agreement with James McLeod, the consulting geologist who
prepared the geology report on our claim, to retain his services for our planned
exploration program. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work after the exploration
program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                                       19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                            MASSEY EXPLORATION, CORP.

                                      Index

Report of Independent Registered Public Accounting Firm                    21

Financial Statements:

    Balance Sheet - February 28, 2009                                      22

    Statement of Operations - January 22, 2007 through
    February 28, 2009                                                      23

    Statement of Stockholders' Equity - January 22, 2007
    through February 28, 2009                                              24

    Statement of Cash Flows - January 22, 2007 through
    February 28, 2009                                                      25

Notes to Financial Statements                                              26

                                       20
<PAGE>
                               GEORGE STEWART, CPA
                              316 17TH AVENUE SOUTH
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX(206) 328-0383


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Massey Exploration, Corp.

I have audited the accompanying  balance sheet of Massey Exploration,  Corp. (An
Exploration Stage Company) as of February 28, 2009, and the related statement of
operations,  stockholders' equity and cash flows for the period from January 22,
2007  (inception),  to February 28, 2009.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Massey  Exploration,  Corp.  (An
Exploration  Stage  Company) as of  February  28,  2009,  and the results of its
operations  and cash flows from  January 22, 2007  (inception),  to February 28,
2009 in conformity with generally accepted  accounting  principles in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed  in Note # 4 to the  financial
statements,  the Company has had no operations and has no established  source of
revenue.  This raises substantial doubt about its ability to continue as a going
concern.  Management's plan in regard to these matters is also described in Note
# 4. The financial  statements do not include any adjustments  that might result
from the outcome of this uncertainty.


/s/ George Stewart, CPA
-----------------------------------
Seattle, Washington
May 14, 2009

                                       21
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        As of              As of
                                                                     February 28,       February 29,
                                                                        2009               2008
                                                                      --------           --------
<S>                                                                   <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                $ 59,072           $  8,000
                                                                      --------           --------
TOTAL CURRENT ASSETS                                                    59,072              8,000
                                                                      --------           --------

      TOTAL ASSETS                                                    $ 59,072           $  8,000
                                                                      ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                    $  1,610           $     --
                                                                      --------           --------
TOTAL CURRENT LIABILITIES                                                1,610                 --
                                                                      --------           --------

      TOTAL LIABILITIES                                                  1,610                 --
                                                                      --------           --------

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 6,600,000 and 3,000,000 shares issued and
   outstanding as of February 28, 2009 and February 29, 2008             6,300              3,000
  Additional paid-in capital                                            71,700              9,000
  Deficit accumulated during exploration stage                         (20,538)            (4,000)
                                                                      --------           --------
TOTAL STOCKHOLDERS' EQUITY                                              57,462              8,000
                                                                      --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        $ 59,072           $  8,000
                                                                      ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       22
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                January 22, 2007
                                                                                  (inception)
                                        Year Ended           Year Ended             through
                                        February 28,         February 29,         February 28,
                                           2009                 2008                 2009
                                        ----------           ----------           ----------
<S>                                     <C>                  <C>                  <C>
REVENUES
  Profit Sharing                        $        7           $       --           $        7
                                        ----------           ----------           ----------
TOTAL REVENUES                                   7                   --                    7

EXPENSES
  Property Expenditures                      3,950                4,000                7,950
  Professional Fees                          8,695                   --                8,695
  General and Adminstrative                  3,900                   --                3,900
                                        ----------           ----------           ----------
TOTAL EXPENSES                              16,545                4,000               20,545
                                        ----------           ----------           ----------

NET INCOME (LOSS)                       $  (16,538)          $   (4,000)          $  (20,538)
                                        ==========           ==========           ==========

BASIC EARNING (LOSS) PER SHARE          $     0.00           $     0.00
                                        ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               3,678,082            3,000,000
                                        ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       23
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
           From January 22, 2007 (Inception) through February 28, 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                                  Common      Additional     During
                                                   Common         Stock        Paid-in     Exploration
                                                   Stock          Amount       Capital        Stage          Total
                                                   -----          ------       -------        -----          -----
<S>                                              <C>             <C>           <C>          <C>            <C>
BALANCE, JANUARY 22, 2007                               --       $    --       $    --      $     --       $     --

Stock issued for cash on November 14, 2007
 @ $0.004 per share                              1,000,000         1,000         3,000                        4,000

Stock issued for cash on January 30, 2008
 @ $0.004 per share                              2,000,000         2,000         6,000                        8,000

Net loss,  February 29, 2008                                                                  (4,000)        (4,000)
                                                ----------       -------       -------      --------       --------

BALANCE, FEBRUARY 29, 2008                       3,000,000       $ 3,000       $ 9,000      $ (4,000)      $  8,000
                                                ==========       =======       =======      ========       ========
Stock issued for cash on December 16, 2008
 @ $0.02 per share                               3,300,000         3,300        62,700                       66,000

Net loss, February 29, 2008                                                                  (16,538)       (16,538)
                                                ----------       -------       -------      --------       --------

BALANCE, FEBRUARY 29, 2008                       6,300,000       $ 6,300       $71,700      $(20,538)      $ 57,462
                                                ==========       =======       =======      ========       ========
</TABLE>


                        See Notes to Financial Statements

                                       24
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     January 22, 2007
                                                                                                       (inception)
                                                                 Year Ended         Year Ended           through
                                                                 February 28,       February 29,       February 28,
                                                                    2009               2008               2009
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(16,538)          $ (4,000)          $(20,538)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Accounts Payable                                                 1,610                 --              1,610
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (14,928)            (4,000)           (18,928)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --
                                                                  --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                          66,000             12,000             78,000
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       66,000             12,000             78,000
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     51,072              8,000             59,072

CASH AT BEGINNING OF PERIOD                                          8,000                 --                 --
                                                                  --------           --------           --------

CASH AT END OF YEAR                                               $ 59,072           $  8,000           $ 59,072
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========

  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       25
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Massey  Exploration  Corp. (the Company) was incorporated  under the laws of the
State of Nevada on January  22,  2007.  The  Company was formed to engage in the
acquisition, exploration and development of natural resource properties.

The  Company  is in the  exploration  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a February 28, year-end.

BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the  provisions  of SFAS No. 128  effective  November  30, 2007 (date of
inception).

Basic net  earnings  (loss) per share  amounts is computed  by dividing  the net
earnings  (loss) by the weighted  average  number of common shares  outstanding.
Diluted  earnings  (loss)  per share are the same as basic  earnings  (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       26
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards  No. 109 (SFAS 109),  "Accounting  for Income  Taxes".  A deferred tax
asset or liability is recorded for all temporary  differences  between financial
and tax  reporting and net operating  loss  carryforwards.  Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS

Recent  accounting  pronouncements  that are  listed  below did  and/or  are not
currently  expected  to  have  a  material  effect  on the  Company's  financial
statements.

FASB STATEMENTS:

In June 2008,  the FASB  issued FASB Staff  Position  EITF  03-6-1,  Determining
Whether   Instruments   Granted  in   Share-Based   Payment   Transactions   Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments  granted  in  share-based  payment  transactions  are  participating
securities  prior  to  vesting,  and  therefore  need  to  be  included  in  the
computation  of earnings  per share under the  two-class  method as described in
FASB Statement of Financial  Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective  for financial  statements  issued for fiscal years
beginning on or after December 15, 2008 and earlier  adoption is prohibited.  We
are not required to adopt FSP EITF  03-6-1;  neither do we believe that FSP EITF
03-6-1 would have material  effect on our  consolidated  financial  position and
results of operations if adopted.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162

                                       27
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)

sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves

                                       28
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)

comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any

                                       29
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)

new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial
statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
consolidated financial position, results of operations or cash flows.

NOTE 4. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no  operations  during the period from January 22, 2007 (date of
inception)  to  February  28, 2009 and  generated  a net loss of  $20,538.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. The Company is currently in the exploration stage and has minimal
expenses,  management  believes  that the  company's  current cash of $59,072 is
sufficient  to cover the expenses  they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.

NOTE 5. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.

NOTE 6. RELATED PARTY TRANSACTIONS

The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in  selecting  between  the Company and his other  business  opportunities.  The
Company has not formulated a policy for the resolution of such conflicts.

                                       30
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 7. INCOME TAXES

                                                         As of February 28, 2009
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                           $ 20,538
     Tax rate                                                        34%
                                                               --------
     Gross deferred tax assets                                    6,983
     Valuation allowance                                         (6,983)
                                                               --------

     Net deferred tax assets                                   $      0
                                                               ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 8. NET OPERATING LOSSES

As of February 28, 2009,  the Company has a net operating loss  carryforward  of
approximately $20,538. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.

NOTE 9. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On November 14, 2007, the Company  issued a total of 1,000,000  shares of common
stock to  Michael  Hawitt for cash in the amount of $0.004 per share for a total
of $4,000.

On January 30, 2008,  the Company  issued a total of 2,000,000  shares of common
stock at $0.004 per share to Michael  Hawitt in exchange  for an invoice paid on
behalf of the Company in the amount of $8,000.

On December 16, 2008, the Company  issued a total of 3,300,000  shares of common
stock to 34 unrelated  investors for cash in the amount of $0.02 per share for a
total of $66,000.

As of February 28, 2009 the Company had 6,300,000  shares of common stock issued
and outstanding.

                                       31
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 28, 2009
--------------------------------------------------------------------------------

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of February 28, 2009:

Common stock, $ 0.001 par value: 75,000,000 shares authorized;  6,300,000 shares
issued and outstanding.

NOTE 11. SUBSEQUENT EVENTS

On  December  16,  2008 the Company  completed  its "all or  nothing"  offering.
Subscription  agreements  totaling  3,300,000 shares of common stock at $.02 per
share, or $66,000 were received from 34 unrelated investors.

                                       32
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:

     -    Pertain to the maintenance of records that in reasonable detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with accounting principles generally accepted in the United States of
          America and that receipts and expenditures of the company are being
          made only in accordance with authorizations of management and
          directors of the company; and

     -    Provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use or disposition of the company's
          assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of February 28, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the

                                       33
<PAGE>
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of February 28, 2009.

Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.

This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.

CHANGES IN INTERNAL CONTROLS

There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

                                       34
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officer and director of Massey Exploration, whose one year terms will expire
2/28/10, or at such a time as their successor(s) shall be elected and qualified
are as follows:

Name & Address           Age    Position      Date First Elected    Term Expires
--------------           ---    --------      ------------------    ------------

Michael Hawitt            47    President,         1/22/07             2/28/10
300, 508 24th Avenue SW         Secretary,
Calgary, Alberta                Treasurer,
T2S 0K4                         CFO, CEO &
                                Director

The foregoing person is a promoter of Massey Exploration Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the board of
directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.

Michael Hawitt currently devotes 2 hours per week to company matters, in the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

BACKGROUND INFORMATION

MICHAEL HAWITT has been the President, Secretary, Treasurer and a Director of
Massey Exploration since January 22, 2007.

From January 2003 to present Mr. Hawitt has been the President of Balata
Developments, a private real estate development company in Calgary, Alberta.

Previously Mr. Hawitt was employed in the oil and gas industry with Shell Canada
Ltd. In the mid-1990's he served as a director and officer of Odessa Industries,
a mining company listed on the Alberta Stock Exchange. The company had

                                       35
<PAGE>
exploration properties in Bolivia and Canada and was involved in a producing
gold mine in the Mayaya region of north-eastern Bolivia.

Mr. Hawitt earned a Bachelor's Degree in Economics from The University of
British Columbia in 1984.

CONFLICTS OF INTEREST

We believe that our officer and director may be subject to conflicts of
interest. The conflicts of interest arise from his being unable to devote full
time to our operations.

No policy has been implemented or will be implemented to address conflicts of
interest.

In the event our officer and director resigns from his position, there may be no
one to run our operations and our operations may be suspended or cease entirely.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation. The current Board of Directors is
comprised of Michael Hawitt.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Michael         2008     0          0           0           0          0             0            0          0
Hawitt,
President,      2007     0          0           0           0          0             0            0          0
CFO & CEO
</TABLE>

                                       36
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Michael       0               0              0           0           0           0            0           0            0
Hawitt,
CEO & CFO
</TABLE>

                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Michael Hawitt,      0          0          0             0               0               0             0
Director
</TABLE>

There are no current employment agreements between the company and its executive
officer.

In November 2007 Michael Hawitt purchased 2,000,000 shares of our common stock
at $0.004 per share. In January 2008 he was issued an additional 1,000,000
shares valued at $0.004 per share in exchange for an invoice he paid on the
company's behalf. The terms of these stock issuances were as fair to the
company, in the opinion of the board of directors, as could have been made with
an unaffiliated third party.

Mr. Hawitt currently devotes approximately 2 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

                                       37
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Massey
Exploration Corp. voting securities by officers, directors and major
shareholders as well as those who own beneficially more than five percent of our
common stock as of the date of this report:

          Name of                          No. of             Percentage
     Beneficial Owner (1)                  Shares            of Ownership
     --------------------                  ------            ------------

     Michel Hawitt                       3,000,000                47%
     300, 508 24th Avenue SW
     Calgary, Alberta
     T2S 0K4

     All Officers and
     Directors as a Group                3,000,000                47%

----------
(1)  The person named may be deemed to be a "parent" and "promoter" of the
     Company, within the meaning of such terms under the Securities Act of 1933,
     as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Hawitt was not be paid for any underwriting services that he performed on
our behalf with respect to our recently completed offering. He will also not
receive any interest on any funds that he may advance to us for expenses
incurred.

In November 2007 Michael Hawitt purchased 2,000,000 shares of our common stock
at $0.004 per share. In January 2008 he was issued an additional 1,000,000
shares valued at $0.004 per share in exchange for an invoice he paid on the
company's behalf. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company.

Our offices, located at 300, 508 24th Avenue SW, Calgary, Alberta, are also the
offices of our president and are provided to us free of charge.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended February 28, 2009, the total fees charged to the company for
audit services were $7,195 for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.

The total fees charged to the company for audit services were $Nil for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended February 29, 2008.

                                       38
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number                     Description
     ------                     -----------

      *  3(i)         Articles of Incorporation
      *  3(ii)        Bylaws
        31            Sec. 302 Certification of CEO/CFO
        32            Sec. 906 Certification of CEO/CFO

*Document is incorporated by reference and can be found in its entirety in our
Registration Statement on Form S-1, SEC File Number 333-150821, at the
Securities and Exchange Commission website at www.sec.gov.

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K and authorized this report to be signed on
its behalf by the undersigned, in the city of Calgary, province of Alberta, on
May 26, 2009.

                                      Massey Exploration Corp.


                                          /s/ Michael Hawitt
                                          --------------------------------------
                                      By: Michael Hawitt
                                          (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this report
was signed by the following person in the capacities and date stated.


/s/ Michael Hawitt                                                  May 26, 2009
------------------------------------------------                    ------------
Michael Noble, President & Sole Director                                Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)

                                       39