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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 February 28, 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 April 15, 2009, the registrants outstanding common stock
consisted of 81,088,000 shares.

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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                                                                                 

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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.

MASS Petroleum Inc. (An Exploration Stage Company)

February 28, 2009



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

F1

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

|                                                                        |  | February 28, |   |  | November 30, |  
|----------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                        |  | 2009         |   |  | 2008         |  
|                                                                        |  | $            |   |  | $            |  
|                                                                        |  | (unaudited)  |   |  |              |  
|                                                                        |  |              |   |  |              |  
|ASSETS                                                                  |  |              |   |  |              |  
|Current Assets                                                          |  |              |   |  |              |  
|Cash                                                                    |  | 14,034       |   |  | 45,994       |  
|Amounts receivable                                                      |  | 492          |   |  | 757          |  
|Prepaid expenses (Note 8)                                               |  | 74,952       |   |  | 121,370      |  
|Total Current Assets                                                    |  | 89,478       |   |  | 168,121      |  
|Property and Equipment (Note 3)                                         |  | 283          |   |  | 565          |  
|Oil and Gas Property (Note 4)                                           |  | 12,530       |   |  | 13,052       |  
|Total Assets                                                            |  | 102,291      |   |  | 181,738      |  
|                                                                        |  |              |   |  |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                   |  |              |   |  |              |  
|Current Liabilities                                                     |  |              |   |  |              |  
|Accounts payable                                                        |  | 62,997       |   |  | 80,114       |  
|Accrued liabilities                                                     |  | 22,148       |   |  | 2,655        |  
|Due to related parties (Note 7)                                         |  | 101,294      |   |  | 95,782       |  
|Loans payable (Note 6)                                                  |  | 55,000       |   |  | 55,000       |  
|Total Liabilities                                                       |  | 241,439      |   |  | 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                                              |  | 1,477,300    |   |  | 1,377,758    |  
|Donated capital (Notes 7(a)(c))                                         |  | 33,750       |   |  | 33,750       |  
|Deficit accumulated during the exploration
      stage                  |  | (1,658,307   | ) |  | (1,471,430   | )
|Total
      Stockholders Deficit                                       |  | (139,148     | ) |  | (51,813      | )
|Total Liabilities and Stockholders Deficit                             |  | 102,291      |   |  | 181,738      |  

(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 Operations (Expressed in US dollars) (unaudited)

|                                                  |  | Accumulated from    |   |  | For the      |   |  | For the      |  
|------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                  |  | February 14, 2006   |   |  | Three months |   |  | Three months |  
|                                                  |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                                  |  | to February 28,     |   |  | February 28, |   |  | February 29, |  
|                                                  |  | 2009                |   |  | 2009         |   |  | 2008         |  
|                                                  |  | $                   |   |  | $            |   |  | $            |  
|                                                  |  |                     |   |  |              |   |  |              |  
|Revenue                                           |  | 13,957              |   |  | 859          |   |  | 1,165        |  
|                                                  |  |                     |   |  |              |   |  |              |  
|Expenses                                          |  |                     |   |  |              |   |  |              |  
|                                                  |  |                     |   |  |              |   |  |              |  
|Depletion                                         |  | 21,508              |   |  | 522          |   |  | 836          |  
|Depreciation                                      |  | 3,108               |   |  | 282          |   |  | 258          |  
|General and administrative
      (Note7(a)(b)(c)) |  | 1,562,066           |   |  | 186,642      |   |  | 104,594      |  
|Oil and gas production                            |  | 8,889               |   |  | 290          |   |  | 254          |  
|Mineral property costs                            |  | 1,693               |   |  |             |   |  |             |  
|Total Expenses                                    |  | 1,597,264           |   |  | 187,736      |   |  | 105,942      |  
|Net Loss Before Other Items                       |  | (1,583,307          | ) |  | (186,877     | ) |  | (104,777     | )
|Provision for loan receivable                     |  | (75,000             | ) |  |             |   |  |             |  
|Net Loss                                          |  | (1,658,307          | ) |  | (186,877     | ) |  | (104,777     | )
|                                                  |  |                     |   |  |              |   |  |              |  
|Net Loss Per Share  Basic and Diluted            |  |                     |   |  |             |   |  |             |  
|                                                  |  |                     |   |  |              |   |  |              |  
|Weighted Average Shares Outstanding               |  |                     |   |  | 81,088,000   |   |  | 81,088,000   |  

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

F3

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

|                                                                                  |  | For the      |   |  | For the      |  
|--------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                                  |  | Three months |   |  | Three months |  
|                                                                                  |  | Ended        |   |  | Ended        |  
|                                                                                  |  | February 28, |   |  | February 29, |  
|                                                                                  |  | 2009         |   |  | 2008         |  
|                                                                                  |  | $            |   |  | $            |  
|                                                                                  |  |              |   |  |              |  
|Operating Activities                                                              |  |              |   |  |              |  
|                                                                                  |  |              |   |  |              |  
|Net loss                                                                          |  | (186,877     | ) |  | (104,777     | )
|                                                                                  |  |              |   |  |              |  
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |              |   |  |              |  
|Depletion                                                                         |  | 522          |   |  | 836          |  
|Depreciation                                                                      |  | 282          |   |  | 258          |  
|Donated services and rent                                                         |  |             |   |  | 3,750        |  
|Stock-based
      compensation                                                    |  | 143,925      |   |  | 62,446       |  
|                                                                                  |  |              |   |  |              |  
|Changes in operating assets
      and liabilities                                 |  |              |   |  |              |  
|Amounts receivable                                                                |  | 265          |   |  | 423          |  
|Prepaid expenses                                                                  |  | 2,035        |   |  |             |  
|Accounts payable                                                                  |  | (17,117      | ) |  | (6,100       | )
|Accrued
      liabilities                                                         |  | 19,493       |   |  | 10,584       |  
|Due to related parties                                                            |  | 5,512        |   |  | 23,381       |  
|                                                                                  |  |              |   |  |              |  
|Net Cash Used In
      Operating Activities                                       |  | (31,960      | ) |  | (9,199       | )
|                                                                                  |  |              |   |  |              |  
|Decrease in Cash                                                                  |  | (31,960      | ) |  | (9,199       | )
|                                                                                  |  |              |   |  |              |  
|Cash - Beginning
      of Period                                                  |  | 45,994       |   |  | 229,288      |  
|                                                                                  |  |              |   |  |              |  
|Cash - End of
      Period                                                        |  | 14,034       |   |  | 220,089      |  
|                                                                                  |  |              |   |  |              |  
|Supplemental Disclosures                                                          |  |              |   |  |              |  
|                                                                                  |  |              |   |  |              |  
|Interest paid                                                                     |  |              |   |  |             |  
|Income taxes paid                                                                 |  |              |   |  |             |  

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

F4

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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 February 28, 2009, the Company has a working
      capital deficit of $151,961, has not generated significant revenue and has
      accumulated losses totaling $1,658,307 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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)
|-- | ----------------------------------------------------------
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           

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)
|-- | ----------------------------------------------------------
|   |                                                           
|   | 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, amounts receivable, 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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)
|-- | ----------------------------------------------------------
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | p)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F8

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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                                    

| |                   |  |       |  |  |              |  |  | February 28, |  |  | November 30, | 
| | ----------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                   |  |       |  |  |              |  |  | 2009         |  |  | 2008         | 
| |                   |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                   |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                   |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                   |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer hardware |  | 3,391 |  |  | 3,108        |  |  | 283          |  |  | 565          | 

F9

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

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

| |                             |  | February 28, |   |  | November 30, |  
| | --------------------------- |  | ------------ | - |  | ------------ | -
| |                             |  | 2009         |   |  | 2008         |  
| |                             |  | Net Carrying |   |  | Net Carrying |  
| |                             |  | Value        |   |  | Value        |  
| |                             |  | $            |   |  | $            |  
| |                             |  |              |   |  |              |  
| | Proved Properties, Oklahoma |  |              |   |  |              |  
| |                             |  |              |   |  |              |  
| | Acquisition Costs           |  | 34,038       |   |  | 34,038       |  
| | Depletion                   |  | (21,508      | ) |  | (20,986      | )
| |                             |  |              |   |  |              |  
| | Net Carrying Value          |  | 12,530       |   |  | 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) | On July 3, 2008, the Company entered into a loan
      agreement with a shareholder for $25,000 which is payable on January 31,
      2009 or within seven days of the Company completing a $1,500,000
      financing, is unsecured and bears interest at 5% per annum. The Company
      did not repay the loan after it became due on January 31, 2009.                                                                                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | On October 15, 2008, the Company entered into a loan
      agreement for $30,000 which is payable on October 15, 2009 or when the
      Company completes a private placement or receives proceeds from other
      loans. The amount is unsecured and bears interest at 2% per annum,
      calculated on the basis of 360 day year for actual days elapsed. If
      interest is not paid as it becomes due, it will be added to the principal
      sum and treated as part of the principal sum.

|7. | Related Party Transactions
|-- | --------------------------

| | a) | During the three month period ended February 28, 2009,
      the Company recognized $nil (2008 - $2,250) for donated services at $750
      per month provided by the former President of the Company. Refer also to
      note 7(b).                                                                                                                                                                                                                                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | On June 9, 2008, the Company entered into a consulting
      agreement with the CFO of the Company and agreed to pay Cdn$3,000 per
      month and issue 500,000 stock options to purchase 500,000 common shares at
      an exercise price of $1.50 per share. During the three month period ended
      February 28, 2009, the Company recorded $7,303 in management
  fees.                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c) | During the three month period ended February 28, 2009,
      the Company recognized $nil (2008 - $1,500) of donated rent at $500 per
      month for office premises provided by the former CFO of the Company.
      During the three month period ended February 28, 2009, the Company paid
      $2,695 of rent expense to an unrelated party.                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | d) | As at February 28, 2009, the Company is indebted to the
      CFO of the Company for $9,694 (Cdn$12,211) (November 30, 2008 - $5,014),
      representing $9,527 in management fees owed and $167 in expenditures paid
      for on behalf of the Company. The amount due is non- interest bearing,
      unsecured and due on demand.                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | e) | On July 3, 2008, the Company entered into a loan
      agreement with a company controlled by a director of the Company for
      $50,000 which is due on January 31, 2009, or within seven days of the
      Company completing a $1,500,000 financing, is unsecured, and bears
      interest at 5% per annum. The Company has not repaid the loan after it
      became due on January 31, 2009. As at February 28, 2009, the Company is
      also indebted to this company for $2,274 (November 30, 2008 - $1,668),
      which is non-interest bearing, unsecured and due on
  demand.

F10

---

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

|7. | Related Party Transactions (continued)
|-- | --------------------------------------
|   |                                       
|   | 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 February 28, 2009, $71,507
(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 for these stock options was estimated at the
      date of grant using the Black-Scholes option-pricing model assuming an
      expected life of 3.25 years, 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. As at February 28,
      2009, there were 375,000 unvested stock options. During the three month
      period ended February 28, 2009, the Company recorded stock-based
      compensation of $99,542 as general and administrative expense. 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. See Note 12.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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, February 28, 2009 |  | 500,000   |  |  | 1.50     |  |  | 2.52         |  |  | [  ]      | 
| |                                |  |           |  |  |          |  |  |              |  |  |           | 
| | Exercisable, February 28, 2009 |  | 125,000   |  |  | 1.50     |  |  | 1.77         |  |  | [  ]      | 

F11

---

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 February 28, 2009, and changes during
the three month period ended February 28, 2009, is presented below:

| |                                 |  |           |   |  | Weighted   | 
| | ------------------------------- |  | --------- | - |  | ---------- | 
| |                                 |  |           |   |  | Average    | 
| |                                 |  |           |   |  | Grant Date | 
| |                                 |  | 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 February 28, 2009 |  | 375,000   |   |  | 1.39       | 

|    | As at February 28, 2009, there was $247,214 of
      unrecognized compensation costs related to non-vested share-based
      compensation, which is expected to be recognized over a weighted average
      period of 1.26 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:

| | • | Acquisition by Uraltransneft of a target corporation
      whose assets include full oil extraction infrastructure, transport
      equipment, pipeline, and wells producing 2,000 barrels of oil per day with
      at least 7,500,000 barrels of oil in reserves.                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                 
| | • | Satisfactory completion of due diligence by the Company
      of certain oilfields confirming the presence of not less than 15,000,000
      barrels of oil reserves, and assignment by Uraltransneft to the Company of
      an option agreement to purchase a 100% interest in those oilfields.               
| |   |                                                                                                                                                                                                                                                                                                                 
| | • | Resignation of Jordan Shapiro (resigned on June 9, 2008)
      as Chief Financial Officer, Principal Accounting Officer of the Company
      and resignation of Gary Chayko (resigned on June 24, 2008) as President,
      Chief Executive Officer and director of the Company.                                
| |   |                                                                                                                                                                                                                                                                                                                 
| | • | Surrender for cancellation by the former Chief Financial
      Officer of the Company, Hudson Capital Corp. and the former President of
      the Company of a total of 40,088,000 common shares and 20,000,000 stock
      options (cancelled on July 14, 2008) to purchase common shares of the
      Company.
| |   |                                                                                                                                                                                                                                                                                                                 
| | • | Satisfactory completion by the Company and Uraltransneft
      of customary due diligence.                                                                                                                                                                                                                      

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12

---

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 February 28, 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 Event                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                   
|    | On March 24, 2009, the Company entered into an option
      amendment agreement to re-price the exercise price of 500,000 stock
      options granted on June 9, 2008 from $1.50 per share to $0.50 per share.
      The option amendment agreement also extended the term of the stock options
      to June 5, 2013. See Note 9.

F13

---

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 $13,957 from our 2.34% non-operated interest in three operating
wells in Kingfisher County, Oklahoma since our inception to February 28, 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 April 2008), 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 February 28, 2009, we had cash of $14,034 and a working
capital deficit of $151,961. Our accumulated deficit from inception to February
28, 2009 was $1,658,307. Our net loss of $186,877 for the three months ended
February 28, 2009 was mostly funded by funds raised from equity financing since
inception. However, for the three months ended February 28, 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 three months
ended February 28, 2009 our cash position decreased by $31,960.

We used net cash of $31,960 in operating activities for the
three months ended February 28, 2009 compared to net cash of $9,199 used in
operating activities for the same period in 2008. This increase in cash used in
operating activities was mainly due to higher general and administrative
expenses.

During the three months ended February 28, 2009 our monthly
cash requirement was $10,653 compared to $3,066 for the same period in 2008. At
February 28, 2009, we had cash of $14,034, 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 April
2009) are summarized as follows:

| | Description                            | Potential       | Estimated
| | -------------------------------------- | --------------- | ---------
| |                                        | completion date | Expenses 
| |                                        |                 | ($)      
| | Retain a full-time engineer            | June 1, 2009    | 400,000  
| | and a full-time                        |                 |          
| | geologist                              |                 |          
| |                                        |                 |          
| | Acquisition of Uraltransneft Co., Ltd. | June 1, 2009    | 6,000,000
| |                                        |                 |          
| | Conduct preliminary evaluation of      | July 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 April 2009) are summarized as follows:

| | Description                        | Potential       | Estimated
| | ---------------------------------- | --------------- | ---------
| |                                    | completion date | Expenses 
| |                                    |                 | ($)      
| | Select and appoint a new Board     | June 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.

4

---

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 $13,957 in revenues from our 2.34%
non-operating interest in the Kingfisher property since February 14, 2006
(inception) to February 28, 2009. We generated revenues of $859 for the three
months ended February 28, 2009 compared to $1,165 for the three months ended
February 29, 2008.

Net Loss

We incurred a net loss of $186,877 for the three months ended
February 28, 2009 compared to our net loss of $104,777 for the three months
ended February 29, 2008. The difference for the increase in net loss was mainly
due to an increase in our general and administrative costs. Since February 14,
2006 (date of inception) to February 28, 2009, we have incurred a net loss of
$1,658,307.

5

---

Expenses

Our total expenses for the three months ended February 28, 2009
were $187,736 compared to $105,942, 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
$82,048 from $104,594 for the three months ended February 29, 2008 compared to
$186,642 for the three months ended February 28, 2009 because of management
fees.

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 February 28, 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

6

---

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.

7

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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        

8

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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: April 17, 2008 | By:                
|                     |                    
|                     |                    
|                     |                    
|                     |                    
|                     |                    
|Date: April 17, 2008 | By:                
|                     |                    
|                     |                    
|                     |                    
|                     |                    
|                     |                    
|Date: April 17, 2008 | By:                
|                     |                    
|                     |                    
|                     |                    

9

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