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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2009

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

For the transition period from ______________________ To
______________________

Commission file number 000-53447

MASS PETROLEUM
INC.(Exact name of registrant as specified in its
charter)

N/A(Former Name)

|Nevada                                           | 20-5893809                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Suite 507-700 West Pender Street,                |                                     
|Vancouver, British Columbia                      | V6C 1G8                             
|(Address of principal executive offices)         | (Zip Code)                          

604 688 6380(Registrants telephone
number)

Indicate by check mark whether the registrant (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 require
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 whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

|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 [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of July 20, 2009, the registrants outstanding common stock
consisted of 81,088,000 shares.

1

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Table of Contents

|PART I 
      FINANCIAL INFORMATION | 1                                                                                        
|------------------------------------ | -----------------------------------------------------------------------------------------
|Item 1.                              | Financial Statements                                                                     
|Item 2.                              | Management
      Discussion And Analysis Of Financial Condition and Results of Operations
|Item 4T.                             | Controls And Procedures                                                                  
|                                     |                                                                                          
|PART II  OTHER INFORMATION          | 7                                                                                        
|Item 1.                              | Legal
      Proceedings:                                                                 
|Item 2.                              | Unregistered Sales Of Equity
      Securities                                            
|Item 4.                              | Submission Of
      Matters To A Vote Security Holders:                                  
|Item 5.                              | Other Information:                                                                       
|Item 6.                              | Exhibits                                                                                 

2

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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements of MASS Petroleum Inc. (the
Company, MASS, we, our, us) follow. All currency references in this
report are in US dollars unless otherwise noted.

3

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|MASS Petroleum Inc.           
|------------------------------
|(An Exploration Stage Company)
|                              
|May 31, 2009                  

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F-1  
|Statements of Operations          | F-2  
|Statements of Cash Flows          | F-3  
|Notes to the Financial Statements | F-4  

---

|MASS Petroleum Inc.           
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in US dollars)     

|                                                                        |  | May 31,     |   |  | November 30, |  
|----------------------------------------------------------------------- |  | ----------- | - |  | ------------ | -
|                                                                        |  | 2009        |   |  | 2008         |  
|                                                                        |  | $           |   |  | $            |  
|                                                                        |  | (unaudited) |   |  |              |  
|                                                                        |  |             |   |  |              |  
|ASSETS                                                                  |  |             |   |  |              |  
|Current Assets                                                          |  |             |   |  |              |  
|Cash                                                                    |  | 8,542       |   |  | 45,994       |  
|Amounts receivable                                                      |  |            |   |  | 757          |  
|Prepaid expenses (Note 8)                                               |  | 27,053      |   |  | 121,370      |  
|Total Current Assets                                                    |  | 35,595      |   |  | 168,121      |  
|Property and Equipment (Note 3)                                         |  |            |   |  | 565          |  
|Oil and Gas Property
      (Note 4)                                     |  | 12,422      |   |  | 13,052       |  
|Total Assets                                                            |  | 48,017      |   |  | 181,738      |  
|                                                                        |  |             |   |  |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                   |  |             |   |  |              |  
|Current Liabilities                                                     |  |             |   |  |              |  
|Accounts payable                                                        |  | 101,835     |   |  | 80,114       |  
|Accrued liabilities                                                     |  | 2,130       |   |  | 2,655        |  
|Due to related parties (Note 7)                                         |  | 113,710     |   |  | 95,782       |  
|Loans payable
      (Note 6)                                            |  | 55,000      |   |  | 55,000       |  
|Total Liabilities                                                       |  | 272,675     |   |  | 233,551      |  
|Commitments and Contingencies (Notes 1, 10 and 11)                      |  |             |   |  |              |  
|Stockholders Deficit                                                   |  |             |   |  |              |  
|Preferred stock, 20,000,000 shares authorized, $0.0001
      par value; |  |             |   |  |              |  
|None issued and outstanding                                             |  |            |   |  |             |  
|Common stock, 160,000,000 shares authorized, $0.0001
      par value;   |  |             |   |  |              |  
|81,088,000 shares issued and outstanding
      (Note 8)                 |  | 8,109       |   |  | 8,109        |  
|Additional paid-in capital                                              |  | 1,601,946   |   |  | 1,377,758    |  
|Donated capital (Notes 7(a)(c))                                         |  | 33,750      |   |  | 33,750       |  
|Deficit accumulated
      during the exploration stage                  |  | (1,868,463  | ) |  | (1,471,430   | )
|Total Stockholders Deficit                                             |  | (224,658    | ) |  | (51,813      | )
|Total Liabilities
      and Stockholders Deficit                       |  | 48,017      |   |  | 181,738      |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-1

---

|MASS Petroleum Inc.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in US dollars)     
|(unaudited)                   

|                                             |  | Accumulated from    |   |  | For the      |   |  | For the      |   |  | For the    |   |  | For the    |  
|-------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ---------- | - |  | ---------- | -
|                                             |  | February 14, 2006   |   |  | Three months |   |  | Three months |   |  | Six months |   |  | Six months |  
|                                             |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |   |  | Ended      |   |  | Ended      |  
|                                             |  | to May 31,          |   |  | May 31,      |   |  | May 31,      |   |  | May 31,    |   |  | May 31,    |  
|                                             |  | 2009                |   |  | 2009         |   |  | 2008         |   |  | 2009       |   |  | 2008       |  
|                                             |  | $                   |   |  | $            |   |  | $            |   |  | $          |   |  | $          |  
|                                             |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Revenue                                      |  | 14,303              |   |  | 346          |   |  | 1,735        |   |  | 1,205      |   |  | 2,900      |  
|                                             |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Expenses                                     |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Depletion                                    |  | 21,616              |   |  | 108          |   |  | 1,052        |   |  | 630        |   |  | 1,888      |  
|Depreciation                                 |  | 3,391               |   |  | 283          |   |  | 307          |   |  | 565        |   |  | 565        |  
|General and administrative (Note7(a)(b)(c))  |  | 1,771,806           |   |  | 209,740      |   |  | 97,359       |   |  | 396,382    |   |  | 201,953    |  
|Oil and gas production                       |  | 9,260               |   |  | 371          |   |  | 589          |   |  | 661        |   |  | 843        |  
|Mineral property
      costs                 |  | 1,693               |   |  |             |   |  |             |   |  |           |   |  |           |  
|Total Expenses                               |  | 1,807,766           |   |  | 210,502      |   |  | 99,307       |   |  | 398,238    |   |  | 205,249    |  
|Net Loss Before Other Items                  |  | (1,793,463          | ) |  | (210,156     | ) |  | (97,572      | ) |  | (397,033   | ) |  | (202,349   | )
|Provision for loan receivable                |  | (75,000             | ) |  |             |   |  |             |   |  |           |   |  |           |  
|Net Loss                                     |  | (1,868,463          | ) |  | (210,156     | ) |  | (97,572      | ) |  | (397,033   | ) |  | (202,349   | )
|                                             |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Net Loss Per Share
       Basic and Diluted |  |                     |   |  |             |   |  |             |   |  |           |   |  |           |  
|                                             |  |                     |   |  |              |   |  |              |   |  |            |   |  |            |  
|Weighted Average Shares
      Outstanding    |  |                     |   |  | 81,088,000   |   |  | 81,088,000   |   |  | 81,088,000 |   |  | 81,088,000 |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-2

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|MASS Petroleum Inc.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in US dollars)     
|(unaudited)                   

|                                                                                  |  | For the    |   |  | For the    |  
|--------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                  |  | Six months |   |  | Six months |  
|                                                                                  |  | Ended      |   |  | Ended      |  
|                                                                                  |  | May 31,    |   |  | May 31,    |  
|                                                                                  |  | 2009       |   |  | 2008       |  
|                                                                                  |  | $          |   |  | $          |  
|                                                                                  |  |            |   |  |            |  
|Operating Activities                                                              |  |            |   |  |            |  
|                                                                                  |  |            |   |  |            |  
|Net loss                                                                          |  | (397,033   | ) |  | (202,349   | )
|                                                                                  |  |            |   |  |            |  
|Adjustments to reconcile net loss to
      net cash used in operating activities: |  |            |   |  |            |  
|Depletion                                                                         |  | 630        |   |  | 1,888      |  
|Depreciation                                                                      |  | 565        |   |  | 565        |  
|Donated services and rent                                                         |  |           |   |  | 7,500      |  
|Stock-based compensation                                                          |  | 313,941    |   |  | 107,816    |  
|                                                                                  |  |            |   |  |            |  
|Changes in operating assets and liabilities                                       |  |            |   |  |            |  
|Amounts receivable                                                                |  | 757        |   |  | 107        |  
|Prepaid expenses                                                                  |  | 4,564      |   |  |           |  
|Accounts payable                                                                  |  | 21,722     |   |  | (8,784     | )
|Accrued liabilities                                                               |  | (526       | ) |  | 6,556      |  
|Due
      to related parties                                                      |  | 17,928     |   |  | 1,196      |  
|                                                                                  |  |            |   |  |            |  
|Net Cash Used In Operating
      Activities                                       |  | (37,452    | ) |  | (85,505    | )
|                                                                                  |  |            |   |  |            |  
|Decrease in Cash                                                                  |  | (37,452    | ) |  | (85,505    | )
|                                                                                  |  |            |   |  |            |  
|Cash - Beginning of
      Period                                                  |  | 45,994     |   |  | 229,288    |  
|                                                                                  |  |            |   |  |            |  
|Cash - End of Period                                                              |  | 8,542      |   |  | 143,783    |  
|                                                                                  |  |            |   |  |            |  
|Supplemental Disclosures                                                          |  |            |   |  |            |  
|                                                                                  |  |            |   |  |            |  
|Interest paid                                                                     |  |           |   |  |           |  
|Income taxes paid                                                                 |  |           |   |  |           |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-3

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|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company was incorporated in the State of Nevada
        on February 14, 2006 under the name XTOL Energy Inc. On October 11, 2007,
        the Company changed its name to LAUD Resources Inc. On June 23, 2008,
        the Company changed its name from LAUD Resources Inc. to MASS Petroleum
        Inc. The Company is an Exploration Stage Company, as defined by Statement
        of Financial Accounting Standard (SFAS) No.7 Accounting
        and Reporting for Development Stage Enterprises. The Companys
        principal business is the acquisition and exploration of oil and gas properties
        located in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On January 24, 2008, the Company incorporated APIC Resources,
        Inc. (APIC) as its wholly owned subsidiary. On February 5,
        2008, the Company declared a dividend of $0.000001 for each of the Companys
        81,088,000 common shares outstanding as of February 5, 2008. The Company
        satisfied this dividend by arranging APIC to issue one share of their
        common stock for every $0.0001 of dividend declared. This effectively
        became an issuance of one APIC share for every 100 shares of the Companys
        stock held by the shareholders as of February 5, 2008. These shares were
        issued without a prospectus in reliance on Regulation S and pursuant to
        exemptions from registration under Section 4(2) of the Securities Act
        of 1933. In conjunction with this arrangement, the Company cancelled its
        100 shares in APIC and as of February 5, 2008, the Company no longer owned
        any shares in APIC. APIC had no operations or assets prior to the spin
        off.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These financial statements have been prepared on a going
        concern basis, which implies the Company will continue to realize its
        assets and discharge its liabilities in the normal course of business.
        The Company has not generated significant revenues since inception and
        has never paid any dividends and is unlikely to pay dividends or generate
        earnings in the immediate or foreseeable future. The continuation of the
        Company as a going concern is dependent upon the continued financial support
        from its shareholders, the ability of the Company to obtain necessary
        equity financing to continue operations, and the attainment of profitable
        operations. As at May 31, 2009, the Company has a working capital deficit
        of $237,080, has not generated significant revenue and has accumulated
        losses totaling $1,868,463 since inception. These factors raise substantial
        doubt regarding the Companys ability to continue as a going concern.
        These financial statements do not include any adjustments to the recoverability
        and classification of recorded asset amounts and classification of liabilities
        that might be necessary should the Company be unable to continue as a
        going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | These financial statements and related notes are presented
        in accordance with accounting principles generally accepted in the United
        States, and are expressed in US dollars. The Companys fiscal year-end
        is November 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | b) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The preparation of financial statements in conformity
        with US 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. The Company regularly evaluates
        estimates and assumptions related to the valuation of long-lived assets
        and oil and gas properties, stock- based compensation and deferred income
        tax asset valuation allowances. The Company bases its estimates and assumptions
        on current facts, historical experience and various other factors that
        it believes to be reasonable under the circumstances, the results of which
        form the basis for making judgments about the carrying values of assets
        and liabilities and the accrual of costs and expenses that are not readily
        apparent from other sources. The actual results experienced by the Company
        may differ materially and adversely from the Companys estimates.
        To the extent there are material differences between the estimates and
        the actual results, future results of operations will be affected.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | c) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The Company considers all highly liquid instruments
        with maturity of three months or less at the time of issuance to be cash
        equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | d) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Property and equipment consists of computer hardware,
        is recorded at cost and is being amortized on a straight-line basis over
        its estimated life of three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-4

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|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               

F-5

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|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               

Level 1

Level 1 applies to assets or liabilities
  for which there are quoted prices in active markets for identical assets or
  liabilities.

Level 2

Level 2 applies to assets or liabilities
  for which there are inputs other than quoted prices that are observable for
  the asset or liability such as quoted prices for similar assets or liabilities
  in active markets; quoted prices for identical assets or liabilities in markets
  with insufficient volume or infrequent transactions (less active markets); or
  model-derived valuations in which significant inputs are observable or can be
  derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities
  for which there are unobservable inputs to the valuation methodology that are
  significant to the measurement of the fair value of the assets or liabilities.

The Companys financial instruments
  consist principally of cash, prepaid expenses, accounts payable, amounts due
  to related parties, and loans payable. Pursuant to SFAS No. 157, the fair value
  of our cash equivalents is determined based on Level 1 inputs, which
  consist of quoted prices in active markets for identical assets. The Company
  believes that the recorded values of all of the other financial instruments
  approximate their current fair values because of their nature and respective
  maturity dates or durations.

The Companys operations are in
  Canada, which results in exposure to market risks from changes in foreign currency
  rates. The financial risk is the risk to the Companys operations that
  arise from fluctuations in foreign exchange rates and the degree of volatility
  of these rates. Currently, the Company does not use derivative instruments to
  reduce its exposure to foreign currency risk.

F-6

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|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | p)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-7

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|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | p)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Property and Equipment                                        

| |                   |  |       |  |  |              |  |  | May 31,      |  |  | November 30, | 
| | ----------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                   |  |       |  |  |              |  |  | 2009         |  |  | 2008         | 
| |                   |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                   |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                   |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                   |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer hardware |  | 3,391 |  |  | 3,391        |  |  |             |  |  | 565          | 

F-8

---

|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|4. | Oil and Gas Property
|-- | --------------------

| |                             |  | May 31,      |   |  | November 30, |  
| | --------------------------- |  | ------------ | - |  | ------------ | -
| |                             |  | 2009         |   |  | 2008         |  
| |                             |  | Net Carrying |   |  | Net Carrying |  
| |                             |  | Value        |   |  | Value        |  
| |                             |  | $            |   |  | $            |  
| |                             |  |              |   |  |              |  
| | Proved Properties, Oklahoma |  |              |   |  |              |  
| |                             |  |              |   |  |              |  
| | Acquisition Costs           |  | 34,038       |   |  | 34,038       |  
| | Depletion                   |  | (21,616      | ) |  | (20,986      | )
| |                             |  |              |   |  |              |  
| | Net Carrying Value          |  | 12,422       |   |  | 13,052       |  

On August 1, 2006, the Company acquired
  a 2.34% non operating interest in three oil and gas wells located in Oklahoma
  for $34,038.

|5. | Loan Receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On July 3, 2008, the Company entered into
        a loan agreement with Uraltransneft Co. Ltd. (Uraltransneft)
        and advanced $75,000 to Uraltransneft. The loan is due on January 1, 2009,
        bears interest at 0.50% per annum and is unsecured. The Company did not
        collect the loan after it became due on January 1, 2009. As there was
        uncertainty as to the collectability of the loan at November 30, 2008,
        a provision was recognized for the entire amount.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-9

---

|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|7. | Related Party Transactions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On July 24, 2007, the Company issued 4,000,000
        shares of common stock at a fair value of $360,000 to a consultant for
        services to be provided over a two year period. As at May 31, 2009, $26,137
        (November 30, 2008 - $115,890) is included in prepaid expenses and will
        be recognized over the remaining term of the consulting agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On June 9, 2008, the Company granted 500,000
        stock options to the CFO with an exercise price of $1.50 per share. The
        stock options will vest at the rate of 125,000 options on December 6,
        2008, June 6, 2009, December 6, 2009, and June 6, 2010. The stock options
        will be exercisable until the earlier of two years following their respective
        vesting dates or upon termination of the agreement. However, if during
        the term of the agreement any third party who is not affiliated with the
        Company as of the date of the agreement assumes control of the Company
        or acquires substantially all of the Companys assets, all 500,000
        stock options will vest immediately and may be exercised for a period
        of ninety days following the effective date of such change of control
        or disposition of assets. The fair value of these stock options was estimated
        at the date of grant using the Black-Scholes option-pricing model assuming
        an expected life of 3.25 year, a risk-free rate of 3.28%, an expected
        volatility of 96%, and a 0% dividend yield. The weighted average fair
        value of stock options granted was $1.39 per share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On March 24, 2009, the Company entered into
        an option amendment agreement to re-price the exercise price of 500,000
        stock options from $1.50 per share to $0.50 per share. The option amendment
        agreement also extended the term of the 500,000 stock options to June
        5, 2013. In accordance with SFAS No. 123R, modifications to the terms
        of an award are treated as an exchange of the original award for a new
        award. Incremental interest expense is measured as the excess, if any,
        of the fair value of the original award immediately before its terms are
        modified, measured based on the share price and other pertinent factors
        at that date. During the six month period ended May 31, 2009, the Company
        recognized an incremental compensation cost of $29,195 for these modified
        stock options.                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As at May 31, 2009, there were 375,000 unvested
        stock options. During the six month period ended May 31, 2009, the Company
        recorded stock-based compensation of $223,812, including the incremental
        compensation cost of $29,195 resulting from the amendment, as general
        and administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | A summary of the Companys stock option
        activity is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                |  |           |  |  | Weighted |  |  | Weighted     |  |  |           | 
| | ------------------------------ |  | --------- |  |  | -------- |  |  | ------------ |  |  | --------- | 
| |                                |  |           |  |  | Average  |  |  | Average      |  |  | Aggregate | 
| |                                |  |           |  |  | Exercise |  |  | Remaining    |  |  | Intrinsic | 
| |                                |  | Number of |  |  | Price*   |  |  | Contractual  |  |  | Value     | 
| |                                |  | Options   |  |  | $        |  |  | Life (years) |  |  | $         | 
| |                                |  |           |  |  |          |  |  |              |  |  |           | 
| | Outstanding, November 30, 2008 |  | 500,000   |  |  | 1.50     |  |  |              |  |  |           | 
| | Granted                        |  | -         |  |  | -        |  |  |              |  |  |           | 
| | Forfeited                      |  | -         |  |  | -        |  |  |              |  |  |           | 
| |                                |  |           |  |  |          |  |  |              |  |  |           | 
| | Outstanding, May 31, 2009      |  | 500,000   |  |  | 0.50*    |  |  | 4.02         |  |  | 225,000   | 
| |                                |  |           |  |  |          |  |  |              |  |  |           | 
| | Exercisable, May 31, 2009      |  | 125,000   |  |  | 0.50*    |  |  | 4.02         |  |  | 63,750    | 

*May 31, 2009 weighted average exercise
  price was revised pursuant to the March 24, 2009 option amendment agreement

F-10

---

|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|9. | Stock Options (continued)
|-- | -------------------------

A summary of the status of the Companys
  non-vested stock options as of May 31, 2009, and changes during the six month
  period ended May 31, 2009, is presented below:

| |                                  |  |           |   |  | Weighted    | 
| | -------------------------------- |  | --------- | - |  | ----------- | 
| |                                  |  |           |   |  | Average     | 
| |                                  |  | Number of |   |  | Fair Value* | 
| | Non-vested options               |  | Options   |   |  | $           | 
| |                                  |  |           |   |  |             | 
| |                                  |  |           |   |  |             | 
| | Non-vested at November 30, 2008  |  | 500,000   |   |  | 1.39        | 
| |                                  |  |           |   |  |             | 
| | Vested                           |  | (125,000  | ) |  | 1.39        | 
| |                                  |  |           |   |  |             | 
| | Non-vested at May
      31, 2009 |  | 375,000   |   |  | 1.49*       | 

*May 31, 2009 weighted average fair value
  was revised pursuant to the March 24, 2009 option amendment agreement As at
  May 31, 2009, there was $172,508 of unrecognized compensation costs related
  to non-vested share-based compensation, which is expected to be recognized over
  a weighted average period of 4.02 years.

|10. | Share Exchange Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On May 19, 2008, the Company entered into
        a share exchange agreement and addendum (collectively the Agreement)
        with Uraltransneft Co. Ltd. (Uraltransneft), a Russia corporation,
        and its selling shareholders. Uraltransneft is based in Perm, Russia,
        where it holds a crude oil and gas production license, and is engaged
        in the businesses of oil exploration, extraction, processing, distribution,
        transportation and related services. Pursuant to the Agreement the Company
        will issue 41,100,000 shares of common stock to the selling shareholders
        in exchange for all outstanding shares of Uraltransneft. Closing of the
        Agreement will result in Uraltransneft becoming a wholly owned subsidiary
        of the Company. Additionally, the three selling shareholders of Uraltransneft
        will each hold approximately 13,700,000 common shares (the equivalent
        of 16.8%) of the Companys issued and outstanding common stock. Closing
        of the Agreement is subject to the satisfaction of certain conditions
        precedent including:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Following closing, the Company has agreed
        to provide $6,000,000 in financing to Uraltransneft in four installments
        of $1,500,000 payable within seven days, three months, six months, and
        one year following closing, respectively. Additionally, the Company has
        agreed to make best efforts to secure up to $13,500,000 in financing for
        the purchases of certain companies that hold oil extraction licenses of
        equivalent value in relation to oil fields located in Perm Krai, Russia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If the Company fails to provide $6,000,000
        in financing to Uraltransneft within one year of the closing, either party
        may terminate the Agreement with notice. Upon such termination, all transactions
        and cancellations of shares and options pursuant to the Agreement will
        be reversed and Uraltransneft will be returned to its original shareholders.
        In the event of termination, Uraltransneft will not have any obligation
        to return any financing it receives pursuant to the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-11

---

|MASS Petroleum Inc.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|10. | Share Exchange Agreement (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Also, following closing, the Company has the
        non-exclusive option, based on market conditions, to arrange on a best
        efforts basis for up to $13,500,000 in financing, the proceeds of which
        shall be provided for the purchase of three companies which have licenses
        for oil extraction from six oilfields located in Perm Krai, Russia for
        $11,500,000 and $2,000,000. Within seven days after the acquisition of
        the six oilfields, Uraltransneft shall provide a detailed budget of the
        first six months of activities in regards to the provision of the necessary
        facilities to the oilfields. Within ten days of Closing, Uraltransneft
        shall provide a purchase agreement for the acquisition of the three oil
        extraction companies holding licenses for the development of six oilfields.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | As at May 31, 2009, management believes that
        the closing of this transaction is uncertain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On August 19, 2008, the Company entered into
        an agreement with Gryphon Trade and Finance, LLC for financial advisory
        services in connection with the equity raising and/or senior debt financing.
        Pursuant to the agreement, the Company agreed to pay (a) $17,500 (paid)
        within three business days upon signing of the agreement, (b) an additional
        payment of $17,500 within ten business days of accepting a funding proposal
        in the amount of at least $83,000,000, (c) 3% of the amount of the senior
        debt capital raised and (d) 5% of the amount of the equity capital raised.                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-12

---

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report on Form 10-Q contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.

Business Overview

MASS Petroleum Inc. (MASS, we, us) is a start up oil and
gas exploration company. We were incorporated in the State of Nevada on February
14, 2006, under the name of XTOL Energy Inc. We operated under this name until
October 10, 2007 at which time we changed our name to LAUD Resources Inc. On
June 23, 2008 we changed our name to MASS Petroleum Inc. and on July 11, 2008,
the new symbol for the quotation of our common stock on the Over the Counter
Bulletin board became MASP.OB. We do not have any subsidiaries. Our principal
office is located at Suite 507  700 West Pender Street, Vancouver, British
Columbia, V6C 1G8. Our telephone number is (604) 688-6380. Our fiscal year end
is November 30.

We have incurred losses since our inception. We rely upon the
sale of our securities to fund our operations. We have generated limited
revenues of $14,303 from our 2.34% non-operated interest in three operating
wells in Kingfisher County, Oklahoma since our inception to May 31, 2009.

We intend to build our business through the acquisition of
producing and exploration stage oil and natural gas wells, interests and leases.
Our strategy is to combine the secure and reliable revenue source of operated
and non-operated interests from producing oil wells with the higher risk
development of oil and gas exploration projects. For the next 12 months
(beginning August 2009), we plan to purchase additional operated and
non-operated interests in producing oil and natural gas properties, to acquire
additional exploration stage properties and carry out an exploration program on
the acquired properties. We are not involved in any bankruptcy, receivership or
similar proceedings.

2

---

Liquidity and Capital Resources

As of May 31, 2009, we had cash of $8,542 and a working capital deficit of $237,080.  Our accumulated deficit from inception to May 31, 2009 was $1,868,463.  Our net loss of $397,033 for the six months ended May 31, 2009 was mostly funded by funds raised from equity financing since inception.  However, for the six months ended May 31, 2009, we did not raise any funds through the sale of our equities nor did we raise any funds through equity financing during the same period in 2008.  During the six months ended May 31, 2009 our cash position decreased by $37,452.

We used net cash of $37,452 in operating activities for the six months ended May 31, 2009 compared to net cash of $85,505 used in operating activities for the same period in 2008.  This decrease in cash used in operating activities was mainly due to higher non cash stock based compensation expense.

During the six months ended May 31, 2009 our monthly cash
requirement was $6,242 compared to $14,251 for the same period in 2008. At May
31, 2009, we had cash of $8,542, which will cover our costs for 1 month
according to our current monthly burn rate. However, if the share exchange
agreement among us, Uraltransneft Co., Ltd. and the selling shareholders of
Uraltransneft (entered into on May 19, 2008 and disclosed by us in our report on
Form 8-K dated May 19, 2008) successfully closes, our monthly cash requirements
will increase. If the share exchange agreement successfully closes, we will need
to secure additional financing to sustain the increased cash requirements
resulting from our obligations under the share exchange agreement.

We expect to require approximately $7,000,000 in financing to
continue our planned operation and exploration over the next year plus another
$1,000,000 to cover our other operational expenses.

Our planned acquisition and exploration expenditures for oil
and gas interests and properties over the next twelve months (beginning August
2009) are summarized as follows:

|Description                            | Potential completion date | Estimated Expenses ($)
|-------------------------------------- | ------------------------- | ----------------------
|Retain a full-time engineer            | September 1, 2009         | 400,000               
|and a full-time                        |                           |                       
|geologist                              |                           |                       
|                                       |                           |                       
|Acquisition of Uraltransneft Co., Ltd. | September 1, 2009         | 6,000,000             
|                                       |                           |                       
|Conduct preliminary evaluation of      | September 1, 2009         | 600,000               
|potential exploration stage oil and    |                           |                       
|gas properties for acquisition         |                           |                       
|                                       |                           |                       
|Total                                  |                           | 7,000,000             

3

---

Our other planned operational expenses for the next 12 months
(beginning August 2009) are summarized as follows:

|Description                        | Potential completion date | Estimated Expenses ($)
|---------------------------------- | ------------------------- | ----------------------
|Select and appoint a new Board     | August 1, 2009            | 10,000                
|member                             |                           |                       
|                                   |                           |                       
|Raise additional private or public | 12 months                 | 150,000               
|equity (legal, accounting and      |                           |                       
|marketing fees)                    |                           |                       
|                                   |                           |                       
|General and administrative         | 12 months                 | 100,000               
|expenses                           |                           |                       
|                                   |                           |                       
|Professional fees (legal,          | 12 months                 | 250,000               
|accounting and auditing fees)      |                           |                       
|                                   |                           |                       
|Consultant, officer, and employee  | 12 months                 | 450,000               
|fees                               |                           |                       
|                                   |                           |                       
|Marketing expenses                 | 12 months                 | 40,000                
|                                   |                           |                       
|Total                              |                           | 1,000,000             

We intend to raise the $8,000,000 to fund our operations for
the next 12 months from private placements, shareholder loans or possibly a
registered public offering (either self-underwritten or through a broker-dealer)
within the next few months. If we are unsuccessful in raising enough money
through future capital raising efforts, we may review other financing
possibilities such as bank loans. At this time we do not have any commitments
from any broker-dealer to provide us with financing.

There is no assurance that any financing will be available or
if available, on terms that will be acceptable to us. We also may need
additional financing to carry out our business plan.

Obtaining additional financing will be subject to a number of
factors including market conditions, investor acceptance of our business plan,
and investor sentiment. These factors may make the timing, amount, terms and
conditions of additional financing unattractive or unavailable to us. If we
cannot raise at least $8,000,000 we will have to significantly reduce our
spending, delay or cancel planned activities or substantially change our current
corporate structure. In such an event, we intend to implement expense reduction
plans in a timely manner. However, these actions would have material adverse
effects on our business, revenues, operating results, and prospects, resulting
in a possible failure of our business. We may need to obtain additional
financing which may not be available, which could cause us to cease
operations.

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Results of Operations

We began to earn nominal revenues in February 2007 from our
non-operated working interests in three producing wells. We plan to purchase
additional non-operated and operated working interests in existing oil and gas
leases. If we complete our acquisition of Uraltransneft Co., Ltd. we anticipate
that we will generate increased revenues over the next two years, however there
is no guarantee that the acquisition will be completed or that we will receive
any additional revenues.

Revenues

We have generated $14,303 in revenues from our 2.34%
non-operating interest in the Kingfisher property since February 14, 2006
(inception) to May 31, 2009. We generated revenues of $1,205 for the six months
ended May 31, 2009 compared to $2,900 for the six months ended May 31, 2008.

Net Loss

We incurred a net loss of $397,033 for the six months ended May 31, 2009 compared to our net loss of $202,349 for the six months ended May 31, 2008.  The decrease in net loss was mainly due to a decrease in our general and administrative costs.  Since February 14, 2006 (date of inception) to May 31, 2009, we have incurred a net loss of $1,868,463.

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Expenses

Our total expenses for the six months ended May 31, 2009 were $397,033 compared to $202,349, for the same period in 2008.  The increase in our expenses during 2009 was attributable to an increase in our general and administrative expenses.  Our general and administrative expenses increased by $194,429 from $201,953 for the six months ended May 31, 2008 compared to $396,382 for the six months ended May 31, 2009 because of higher stock based compensation. Our general and administrative expenses consist of professional fees, management and consulting fees, stock based compensation, bank charges, travel, meals and entertainment, rent, office maintenance, communications (cellular, internet, fax and telephone), courier, postage costs and office supplies.

Our general and administrative expenses consist of professional
fees, management and consulting fees, stock based compensation, bank charges,
travel, meals and entertainment, rent, office maintenance, communications
(cellular, internet, fax and telephone), courier, postage costs and office
supplies.

Inflation

The amounts presented in the financial statements do not
provide for the effect of inflation on our operations or financial position. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of May 31, 2009, we had no off balance sheet transactions
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of net revenue and
expenses in the reporting period. We base our estimates and assumptions on
current facts, historical experience and various other factors that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
recording of revenue, costs and expenses that are not readily apparent from
other sources. The actual results experienced by us may differ materially and
adversely from our estimates. To the extent there are material differences
between our estimates and the actual results, our future results of operations
will be affected.

We believe the following are either (i) critical accounting
policies that require us to make significant estimates or assumptions in the
preparation of our financial statements or (ii) other key accounting policies
that generally do not require us to make estimates or assumptions but may
require us to make difficult or subjective judgments:

Oil and Gas Properties

The Company utilizes the full-cost method of accounting for
petroleum and natural gas properties. Under this method, the Company capitalizes
all costs associated with acquisition, exploration and development of oil and
natural gas reserves, including leasehold acquisition costs, geological and
geophysical expenditures, lease rentals on undeveloped properties and costs of
drilling of productive and non-productive wells into the full cost pool on a
country by country basis. When the Company obtains proven oil and gas reserves,
capitalized costs, including estimated future costs to develop the reserves
proved and estimated abandonment costs, net of salvage, will be depleted on the
units-of-production method using estimates of proved reserves. The costs of
unproved properties are not amortized until it is determined whether or not
proved reserves can be assigned to the properties. Until such determination is
made the Company assesses annually whether impairment has occurred, and includes
in the amortization base drilling exploratory dry holes associated with unproved
properties.

The Company applies a ceiling test to the capitalized cost in
the full cost pool. The ceiling test limits such cost to the estimated present
value, using a ten percent discount rate, of the future net revenue from proved
reserves, based on current economic and operating conditions. Specifically, the
Company computes the ceiling test so that capitalized cost, less accumulated
depletion and related deferred income tax, do not exceed an amount (the ceiling)
equal to the sum of: (A) The present value of estimated future net revenue
computed by applying current prices of oil and gas reserves (with consideration
of price changes only to the extent provided by contractual arrangements) to
estimated future production of proved oil and gas reserves as of the date of the
latest balance sheet presented, less estimated future expenditures (based on
current cost) to be incurred in developing and producing the proved reserves
computed using a discount factor of ten percent and assuming continuation of
existing economic conditions; plus (B) the cost of property not being amortized;
plus (C) the lower of cost or estimated fair value of unproven properties
included in the costs being amortized; less (D) income tax effects related to
differences between the book and tax basis of the property. For unproven
properties, the Company excludes from capitalized costs subject to depletion,
all costs directly associated with the acquisition and evaluation of the
unproved property until it is determined whether or not proved reserves can be
assigned to the property. Until such a determination is made, the Company
assesses the property at least annually to ascertain whether impairment has
occurred. In assessing impairment the Company considers factors such as
historical experience and other data such as primary lease terms of

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the property, average holding periods of unproved property, and
geographic and geologic data. The Company adds the amount of impairment assessed
to the cost to be amortized subject to the ceiling test.

Revenue Recognition

The Company recognizes oil and gas revenue when production is
sold at a fixed or determinable price, persuasive evidence of an arrangement
exists, delivery has occurred and title has transferred, and collectibility is
reasonably assured.

Long-lived Assets

In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company tests long-lived
assets or asset groups for recoverability when events or changes in
circumstances indicate that their carrying amount may not be recoverable.
Circumstances which could trigger a review include, but are not limited to:
significant decreases in the market price of the asset; significant adverse
changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset and
its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.

Stock-based Compensation

In accordance with SFAS No. 123R Share Based Payments,
the Company accounts for share-based payments using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable

ITEM 4. CONTROLS AND PROCEDURES

N/A

ITEM 4T. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Oleg Bilinski, our Chief Executive Officer and Vitaly Melnikov,
our Chief Financial Officer evaluated our disclosure controls and procedures
(as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act
of 1934 (the Exchange Act) as of a date within 90 days before the filing date
of this report and has concluded that as of the evaluation date, our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms.

(b) Changes in internal controls

Subsequent to the date of their evaluation, there were no
changes in our internal controls over financial reporting or in other factors
that could significantly affect these controls.

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party against us. None of our
directors, officers or affiliates are (i) a party adverse to us in any legal
proceedings, or (ii) have an adverse interest to us in any legal proceedings.
Management is not aware of any other legal proceedings that have been threatened
against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

|Exhibit | Exhibit                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                             
|31.1    | Certification
      of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the
      Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2    | Certification of the
      Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange
      Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1    | Certification
      of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        
|32.2    | Certification of the
      Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002        

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this Quarterly Report to be signed
on its behalf by the undersigned thereunto duly authorized.

|                    | MASS PETROLEUM INC.
|------------------- | -------------------
|                    |                    
|                    |                    
|                    |                    
|Date: July 20, 2009 | By:                
|                    |                    
|                    |                    
|                    |                    
|                    |                    
|Date: July 20, 2009 | By:                
|                    |                    
|                    |                    
|                    |                    

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