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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008

                        Commission file number 333-150821


                            MASSEY EXPLORATION CORP.
             (Exact name of registrant as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                             300,508 24th Avenue SW
                            Calgary, Alberta T2S 0K4
          (Address of principal executive offices, including zip code)

                                  (403)228-9909
                     (Telephone number, including area code)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]

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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,300,000 shares as of January 6,
2009.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

The financial statements for the quarter ended November 30, 2008 immediately
follow.



                                       2
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     As of             As of
                                                                  November 30,       February 29,
                                                                     2008               2008
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $    236           $  8,000
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                    236              8,000
                                                                   --------           --------

      TOTAL ASSETS                                                 $    236           $  8,000
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Loan Payable to Director                                         $  1,441           $     --
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                             1,441                 --
                                                                   --------           --------

      TOTAL LIABILITIES                                               1,441                 --
                                                                   --------           --------
STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 3,000,000 shares issued and outstanding
   as of November 30, 2008 and February 29, 2008                      3,000              3,000
  Additional paid-in capital                                          9,000              9,000
  Deficit accumulated during exploration stage                      (13,205)            (4,000)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           (1,205)             8,000
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $    236           $  8,000
                                                                   ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                January 22, 2007
                                       Three Months          Nine Months          (inception)
                                          Ended                Ended                through
                                        November 30,         November 30,         November 30,
                                           2008                 2008                 2008
                                        ----------           ----------           ----------
<S>                                     <C>                  <C>                  <C>
REVENUES
  Revenues                              $       --           $       --           $       --
                                        ----------           ----------           ----------
TOTAL REVENUES                                  --                   --                   --

EXPENSES
  Property Expenditures                         --                   --                4,000
  Professional Fees                          1,495                5,895                5,895
  General and Adminstrative                    308                3,310                3,310
                                        ----------           ----------           ----------
TOTAL EXPENSES                               1,803                9,205               13,205
                                        ----------           ----------           ----------

NET INCOME (LOSS)                       $   (1,803)          $   (9,205)          $  (13,205)
                                        ==========           ==========           ==========

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


                        See Notes to Financial Statements

                                       4
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       January 22, 2007
                                                                      Nine Months        (inception)
                                                                        Ended              through
                                                                      November 30,       November 30,
                                                                         2008               2008
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $ (9,205)          $(13,205)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Loan Payable to Director                                              1,441              1,441
                                                                       --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (7,764)           (11,764)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                --                 --

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

NET INCREASE (DECREASE) IN CASH                                          (7,764)               236

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

CASH AT END OF YEAR                                                    $    236           $    236
                                                                       ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                             $     --           $     --
                                                                       ========           ========
  Income Taxes                                                         $     --           $     --
                                                                       ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

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 not commenced operations.

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.

                                       6
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

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 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
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

                                       7
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS(CONTINUED)

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
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.

                                       8
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS(CONTINUED)

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
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

                                       9
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 3.  RECENT ACCOUNTING PRONOUCEMENTS(CONTINUED)

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  November  30, 2008 and  generated  a net loss of  $13,205.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern.  Though the Company is currently in the exploration stage and has
minimal expenses, management does not believe that the company's current cash of
$265 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.

Michael Hawitt,  sole officer and director of the Company,  will not be paid for
any underwriting services that he performs on behalf of the Company with respect
to the Company's upcoming S-1 offering. He will also not receive any interest on
any funds that he advances to the Company  for  offering  expenses  prior to the
offering being closed which will be repaid from the proceeds of the offering.

                                       10
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 7. INCOME TAXES

                                                         As of November 30, 2008
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                            $ 13,205
     Tax rate                                                         34%
                                                                --------
     Gross deferred tax assets                                     4,490
     Valuation allowance                                          (4,490)
                                                                --------

     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 August 31, 2008,  the Company has a net operating  loss  carryforwards  of
approximately $13,205. 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.

As of November 30, 2008 the Company had 3,000,000  shares of common stock issued
and outstanding.

                                       11
<PAGE>
                            MASSEY EXPLORATION CORP.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                November 30, 2008
--------------------------------------------------------------------------------

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of November 30, 2008:

Common stock, $ 0.001 par value: 75,000,000 shares authorized;  3,000,000 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.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.

RESULTS OF OPERATIONS

We are still in our exploration stage and have generated no revenue to date.

We incurred operating expenses of $1,803 for the three months ended November 30,
2008. These expenses consisted of general operating expenses and professional
fees.

Our net loss from inception (January 22, 2007) through November 30, 2008 was
$13,205.

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.

The following table provides selected financial data about our company for the
period ended November 30, 2008.

                     Balance Sheet Data:           11/30/08
                     -------------------           --------

                     Cash                          $   236
                     Total assets                  $   236
                     Total liabilities             $ 1,441
                     Shareholders' equity          $(1,205)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at November 30, 2008 was $236 with outstanding liabilities of
$1,441. In order to achieve our exploration program goals, we required the
funding from the offering of registered shares pursuant to our Registration
Statement filed on Form S-1 which became effective on June 20, 2008.

SUBSEQUENT EVENT

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.

                                       13
<PAGE>
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 $57,000 we anticipate
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.

                                       14
<PAGE>
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
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 early
spring 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 spring 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 summer 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 do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

                                       15
<PAGE>
ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the period covered by this report, November
30, 2008. The term disclosure controls and procedures means our controls and
other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that, as of November 30, 2008, our
disclosure controls and procedures were effective at a reasonable assurance
level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting
during the period ended November 30, 2008 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       16
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

<TABLE>
<CAPTION>
                                                                 Incorporated by Reference
Exhibit No.              Exhibit                                      or Filed Herewith
-----------              -------                                      -----------------
<S>            <C>                                          <C>
   3.1         Articles of Incorporation                    Incorporated by reference to the
                                                            Registration Statement on Form S-1
                                                            filed with the SEC on May 9, 2008,
                                                            File No. 333-150821

   3.2         Bylaws                                       Incorporated by reference to the
                                                            Registration Statement on Form S-1
                                                            filed with the SEC on May 9, 2008,
                                                            File No. 333-150821

  31.1         Section 302 Certification of Chief           Filed herewith
               Executive Officer

  31.2         Section 302 Certification of Chief           Filed herewith
               Financial Officer

  32           Section 906 Certification of Chief           Filed herewith
               Executive Officer and Chief Financial
               Officer
</TABLE>

                                   SIGNATURES

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

January 6, 2009          Massey Exploration Corp.


                             /s/ Michael Hawitt
                             ---------------------------------------------------
                         By: Michael Hawitt
                             (Chief Executive Officer, Chief Financial Officer,
                             Principal Accounting Officer, President, Secretary,
                             Treasurer & Sole Director)

                                       17