---

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 August 31, 2008

[ ] 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 333-142128

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)                          

604 662 3910(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 [ ] No [X]

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 October 17, 2008, the registrants outstanding common
stock consisted of 81,088,000 shares.

---

Table of Contents

|PART I  FINANCIAL INFORMATION | 1       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 4T.
|                               |         
|PART II  OTHER INFORMATION    | 7       
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 

---

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. (formerly LAUD Resources Inc.)(An
Exploration Stage Company)

August 31, 2008

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

---

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

|                                                                        |  | August 31,  |   |  | November 30, |  
|----------------------------------------------------------------------- |  | ----------- | - |  | ------------ | -
|                                                                        |  | 2008        |   |  | 2007         |  
|                                                                        |  | $           |   |  | $            |  
|                                                                        |  | (unaudited) |   |  |              |  
|                                                                        |  |             |   |  |              |  
|ASSETS                                                                  |  |             |   |  |              |  
|Current Assets                                                          |  |             |   |  |              |  
|Cash                                                                    |  | 39,650      |   |  | 229,288      |  
|Amounts receivable                                                      |  | 1,426       |   |  | 976          |  
|Prepaid expenses (Note 8)                                               |  | 173,811     |   |  | 313,953      |  
|Loan
      receivable (Note 5)                                          |  | 75,000      |   |  |             |  
|Total Current Assets                                                    |  | 289,887     |   |  | 544,217      |  
|Property and equipment (Note 3)                                         |  | 848         |   |  | 1,695        |  
|Oil and gas property (Note 4)                                           |  | 14,315      |   |  | 17,890       |  
|Deferred financing
      costs                                          |  | 17,500      |   |  |             |  
|Total Assets                                                            |  | 322,550     |   |  | 563,802      |  
|                                                                        |  |             |   |  |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                    |  |             |   |  |              |  
|Current Liabilities                                                     |  |             |   |  |              |  
|Accounts payable                                                        |  | 26,955      |   |  | 8,855        |  
|Accrued liabilities                                                     |  | 59,570      |   |  | 679          |  
|Due to related parties (Note 7)                                         |  | 69,155      |   |  | 963          |  
|Loan payable
      (Note 6)                                             |  | 25,000      |   |  |             |  
|Total Liabilities                                                       |  | 180,680     |   |  | 10,497       |  
|Commitments and Contingencies (Notes 1, 11 and 12)                      |  |             |   |  |              |  
|Stockholders Equity                                                    |  |             |   |  |              |  
|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                          |  | 8,109       |   |  | 8,109        |  
|Additional paid-in capital                                              |  | 1,173,585   |   |  | 1,029,691    |  
|Donated capital (Note 7)                                                |  | 33,750      |   |  | 26,250       |  
|Deficit accumulated during the exploration stage                        |  | (1,073,574  | ) |  | (510,745     | )
|Total Stockholders Equity                                              |  | 141,870     |   |  | 553,305      |  
|Total Liabilities
      and Stockholders Equity                        |  | 322,550     |   |  | 563,802      |  

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

F-1

---

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

|                                       |  | Accumulated from    |   |  | For the      |   |  | For the      |   |  | For the     |   |  | For the     |  
|-------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | - |  | ----------- | - |  | ----------- | -
|                                       |  | February 14, 2006   |   |  | Three Months |   |  | Three Months |   |  | Nine Months |   |  | Nine Months |  
|                                       |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |   |  | Ended       |   |  | Ended       |  
|                                       |  | to August 31,       |   |  | August 31,   |   |  | August 31,   |   |  | August 31,  |   |  | August 31,  |  
|                                       |  | 2008                |   |  | 2008         |   |  | 2007         |   |  | 2008        |   |  | 2007        |  
|                                       |  | $                   |   |  | $            |   |  | $            |   |  | $           |   |  | $           |  
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Revenue                                |  | 11,475              |   |  | 2,216        |   |  | 1,664        |   |  | 5,116       |   |  | 4,839       |  
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Expenses                               |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Depletion                              |  | 19,722              |   |  | 1,686        |   |  | 1,324        |   |  | 3,574       |   |  | 2,926       |  
|Depreciation                           |  | 2,544               |   |  | 283          |   |  | 283          |   |  | 848         |   |  | 848         |  
|General and administrative
      (Note |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|7(a))                                  |  | 1,058,361           |   |  | 359,059      |   |  | 122,773      |   |  | 561,012     |   |  | 319,517     |  
|Oil and gas production                 |  | 3,133               |   |  | 379          |   |  | 222          |   |  | 1,222       |   |  | 1,651       |  
|Mineral property costs                 |  | 1,289               |   |  | 1,289        |   |  |             |   |  | 1,289       |   |  |            |  
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Total Expenses                         |  | 1,085,049           |   |  | 362,696      |   |  | 124,602      |   |  | 567,945     |   |  | 324,942     |  
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Net Loss                               |  | (1,073,574          | ) |  | (360,480     | ) |  | (122,938     | ) |  | (562,829    | ) |  | (320,103    | )
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Net Loss Per Share  Basic and         |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Diluted                                |  |                     |   |  |             |   |  |             |   |  | (0.01       | ) |  | (0.01       | )
|                                       |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Weighted Average Shares                |  |                     |   |  |              |   |  |              |   |  |             |   |  |             |  
|Outstanding                            |  |                     |   |  | 81,088,000   |   |  | 77,342,000   |   |  | 81,088,000  |   |  | 76,862,000  |  

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

F-2

---

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

|                                                                      |  | For the     |   |  | For the     |  
|--------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                      |  | Nine Months |   |  | Nine Months |  
|                                                                      |  | ended       |   |  | ended       |  
|                                                                      |  | August 31,  |   |  | August 31,  |  
|                                                                      |  | 2008        |   |  | 2007        |  
|                                                                      |  | $           |   |  | $           |  
|                                                                      |  |             |   |  |             |  
|Operating Activities                                                  |  |             |   |  |             |  
|                                                                      |  |             |   |  |             |  
|Net loss                                                              |  | (562,829    | ) |  | (320,103    | )
|                                                                      |  |             |   |  |             |  
|Adjustments to reconcile net
      loss to net cash used in operating |  |             |   |  |             |  
|activities:                                                           |  |             |   |  |             |  
|Depletion                                                             |  | 3,574       |   |  | 2,926       |  
|Depreciation                                                          |  | 848         |   |  | 848         |  
|Donated services
      and rent                                       |  | 7,500       |   |  | 11,250      |  
|Stock-based compensation                                              |  | 297,080     |   |  | 177,258     |  
|                                                                      |  |             |   |  |             |  
|Changes in operating assets and liabilities                           |  |             |   |  |             |  
|Amounts
      receivable                                              |  | (450        | ) |  | (880        | )
|Prepaid expenses                                                      |  | (13,044     | ) |  | (1,872      | )
|Accounts payable                                                      |  | 18,100      |   |  | (576        | )
|Accrued liabilities                                                   |  | 58,891      |   |  | (1,221      | )
|Due to related parties                                                |  | 18,192      |   |  | 806         |  
|                                                                      |  |             |   |  |             |  
|Net Cash Used In Operating Activities                                 |  | (172,138    | ) |  | (131,564    | )
|                                                                      |  |             |   |  |             |  
|Investing Activities                                                  |  |             |   |  |             |  
|                                                                      |  |             |   |  |             |  
|Loan receivable                                                       |  | (75,000     | ) |  |            |  
|                                                                      |  |             |   |  |             |  
|Net Cash Used In Investing Activities                                 |  | (75,000     | ) |  |            |  
|                                                                      |  |             |   |  |             |  
|Financing Activities                                                  |  |             |   |  |             |  
|                                                                      |  |             |   |  |             |  
|Deferred financing costs                                              |  | (17,500     | ) |  |            |  
|Proceeds from loan payable                                            |  | 25,000      |   |  |            |  
|Proceeds from related party
      loan                                |  | 50,000      |   |  |             |  
|Proceeds from issuance of common stock                                |  |            |   |  | 278,000     |  
|Stock issuance costs                                                  |  |            |   |  | (1,500      | )
|                                                                      |  |             |   |  |             |  
|Net Cash Provided by Financing Activities                             |  | 57,500      |   |  | 276,500     |  
|                                                                      |  |             |   |  |             |  
|Increase (Decrease) in Cash                                           |  | (189,638    | ) |  | 144,936     |  
|                                                                      |  |             |   |  |             |  
|Cash - Beginning of Period                                            |  | 229,288     |   |  | 99,602      |  
|                                                                      |  |             |   |  |             |  
|Cash - End of Period                                                  |  | 39,650      |   |  | 244,538     |  
|                                                                      |  |             |   |  |             |  
|Supplemental Disclosures                                              |  |             |   |  |             |  
|                                                                      |  |             |   |  |             |  
|Interest paid                                                         |  |            |   |  |            |  
|Income taxes paid                                                     |  |            |   |  |            |  

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

F-3

---

|MASS Petroleum Inc.              
|---------------------------------
|(formerly LAUD Resources 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 August 31, 2008, the Company has working
      capital of $109,207, has not generated significant revenue and has
      accumulated losses totaling $1,073,574 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the next twelve months, management plans to
      purchase additional non-operated interests in oil and gas properties,
      acquire a development stage exploration property and carry out an
      exploration program on acquired property. Management estimates
      expenditures of approximately $7,000,000for acquisition and exploration
      costs on oil and gas interests and properties, and approximately
      $1,000,000 for other operational costs. The Company currently has no
      significant revenues and must rely on the sale of equity securities to
      fund operations. The Company will require significant additional
      financings in order to pursue exploration of any properties acquired.
      There is no assurance that the Company will be able to obtain the
      necessary financings to complete its objectives.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-4

---

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

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

F-5

---

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

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

F-6

---

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

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

F-7

---

|MASS Petroleum Inc.              
|---------------------------------
|(formerly LAUD Resources 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                                    

| |                   |  |       |  |  |              |  |  | August 31,   |  |  | November 30, | 
| | ----------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                   |  |       |  |  |              |  |  | 2008         |  |  | 2007         | 
| |                   |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                   |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                   |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                   |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer hardware |  | 3,391 |  |  | 2,543        |  |  | 848          |  |  | 1,695        | 

F-8

---

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

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

| |                             |  | August 31,   |   |  | November 30, |  
| | --------------------------- |  | ------------ | - |  | ------------ | -
| |                             |  | 2008         |   |  | 2007         |  
| |                             |  | Net Carrying |   |  | Net Carrying |  
| |                             |  | Value        |   |  | Value        |  
| |                             |  | $            |   |  | $            |  
| |                             |  |              |   |  |              |  
| | Proved Properties, Oklahoma |  |              |   |  |              |  
| |                             |  |              |   |  |              |  
| | Acquisition Costs           |  | 34,038       |   |  | 34,038       |  
| | Depletion                   |  | (19,723      | ) |  | (16,148      | )
| |                             |  |              |   |  |              |  
| | Net Carrying Value          |  | 14,315       |   |  | 17,890       |  

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 and bears
      interest at 0.50% per annum.                               
|   |                                                                                                                                                                                                                                                                           
|6. | Loan Payable                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                           
|   | 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.

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

| | a) | During the nine month period ended August 31, 2008, the
      Company recognized $4,500 (2007 - $6,750) for donated services at $750 per
      month provided by the former President of the Company.                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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 nine months ended August
      31, 2008, the Company paid $10,338 in management fees.                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | The Company recognized $3,000 (2007 - $4,500) of donated
      rent at $500 per month for office premises provided by the former CFO of
      the Company.                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | d) | As at August 31, 2008, the Company is indebted to the CFO
      of the Company for $3,077 (Cdn$3,272) (November 30, 2007 - $nil),
      representing $2,821 in management fees owed and $256 in expenditures paid
      for on behalf of the Company. The amount due is non-interest bearing,
      unsecured and due on demand.                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | e) | As at August 31, 2008, the Company is indebted to a
      director of the Company for $154 and $14,131 (Cdn$15,014) (November 30,
      2007 - $963), representing expenditures paid on behalf of the Company.
      These amounts is unsecured, non-interest bearing and due on
  demand.                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | f) | 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. As at August 31, 2008, the Company is indebted
      to this company for $1,793, which is non-interest bearing, unsecured and
      due on demand.

F-9

---

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

|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 August 31, 2008, $160,767
(November 30, 2007 - $296,384) 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. 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 two years, a risk-free rate of
2.57%, an expected volatility of 98%, and a 0% dividend yield. The weighted
average fair value of stock options granted was $1.20 per share. As at August
31, 2008, there were 500,000 unvested stock options. During the nine month
period ended August 31, 2008, the Company recorded stock-based compensation of
$143,894 as general and administrative expense.

A summary of the Companys stock option
activity is as follows:

| |                                    |  |             |   |  | Weighted |  |  | Weighted     |  |  |           | 
| | ---------------------------------- |  | ----------- | - |  | -------- |  |  | ------------ |  |  | --------- | 
| |                                    |  |             |   |  | Average  |  |  | Average      |  |  | Aggregate | 
| |                                    |  |             |   |  | Exercise |  |  | Remaining    |  |  | Intrinsic | 
| |                                    |  | Number of   |   |  | Price    |  |  | Contractual  |  |  | Value     | 
| |                                    |  | Options     |   |  | $        |  |  | Life (years) |  |  | $         | 
| | Outstanding, November 30, 2007     |  | 20,000,000  |   |  | 0.0001   |  |  |              |  |  |           | 
| | Granted                            |  | 500,000     |   |  | 1.50     |  |  |              |  |  |           | 
| | Cancelled                          |  | (20,000,000 | ) |  | 0.0001   |  |  |              |  |  |           | 
| | Outstanding,
      August 31, 2008 |  | 500,000     |   |  | 1.50     |  |  | 3.02         |  |  | 975,000   | 
| | Exercisable, August 31, 2008       |  | -           |   |  | -        |  |  | -            |  |  | -         | 

A summary of the status of the
Companys non-vested stock options as of August 31, 2008, and changes during the
nine month period ended August 31, 2008, is presented below:

| |                                 |  |           |  |  | Weighted   | 
| | ------------------------------- |  | --------- |  |  | ---------- | 
| |                                 |  |           |  |  | Average    | 
| |                                 |  |           |  |  | Grant Date | 
| |                                 |  | Number of |  |  | Fair Value | 
| | Non-vested options              |  | options   |  |  | $          | 
| |                                 |  |           |  |  |            | 
| |                                 |  |           |  |  |            | 
| | Non-vested at November 30, 2007 |  | -         |  |  | -          | 
| |                                 |  |           |  |  |            | 
| | Granted                         |  | 500,000   |  |  | 1.20       | 
| | Vested                          |  | -         |  |  | -          | 
| |                                 |  |           |  |  |            | 
| | Non-vested at August 31, 2008   |  | 500,000   |  |  | 1.20       | 

As at August 31, 2008, there was
$457,634 of unrecognized compensation costs related to non-vested share-based
compensation, which is expected to be recognized over a weighted average period
of 1.76 years.

F-10

---

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

|10. | Share Purchase Warrants
|--- | -----------------------

The following table summarizes the
continuity of the Companys share purchase warrants:

| |                                |  |           |   |  | Weighted Average | 
| | ------------------------------ |  | --------- | - |  | ---------------- | 
| |                                |  | Number of |   |  | Exercise Price   | 
| |                                |  | Warrants  |   |  | $                | 
| |                                |  |           |   |  |                  | 
| | Balance, November 30, 2007     |  | 95,400    |   |  | 0.25             | 
| |                                |  |           |   |  |                  | 
| | Expired                        |  | (3,000    | ) |  | 0.25             | 
| | Cancelled                      |  | (92,400   | ) |  | 0.25             | 
| |                                |  |           |   |  |                  | 
| | Balance, August
      31, 2008 |  |          |   |  |                 | 

|11. | 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. Uraltransfneft 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, Secretary and
      Treasurer 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.

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, Uraltrasneft shall provide a purchase agreement for the acquisition
  of the three oil extraction companies holding licenses for the development of
  six oilfields.

F-11

---

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

|12. | Commitments
|--- | -----------

| | a) | 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.
        As at August 31, 2008, $17,500 was recorded as deferred financing costs.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

---

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

Forward Looking Statements

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

Business Overview

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

We have incurred losses since our inception. We rely upon the
sale of our securities to fund our operations. We have generated limited
revenues of $11,475 from our 2.34% non-operated interest in three operating
wells in Kingfisher County, Oklahoma since our inception to August 31, 2008.

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 November 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 August 31, 2008, we had cash of $39,650 and a working
capital surplus of $109,207. Our accumulated deficit from inception to August
31, 2008 was $1,073,574. Our net loss of $562,829 for the nine months ended
August 31, 2008 was mostly funded by funds raised from equity financing since
inception. However, for the nine months ended August 31, 2008, we did not raise
any funds through the sale of our equities compared to $276,500 provided through
equity financing during the same period in 2007. During the nine months ended
August 31, 2008 our cash position decreased by $189,638.

We used net cash of $172,138 in operating activities for the
nine months ended August 31, 2008 compared to net cash of $131,564 used in
operating activities for the same period in 2007. This increase in cash used in
operating activities was mainly due to higher general and administrative
expenses.

During the nine months ended August 31, 2008 our monthly cash
requirement was $19,126 compared to $14,618 for the same period in 2007. At
August 31, 2008, we had cash of $39,650, which will cover our costs for 2 months
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 November
2008) are summarized as follows:

Description
      
      Potential
      
      
      Estimatedcompletion date
      
      
      Expenses($)Retain a full-time engineer
    
      February 1, 2009
    
    
    400,000and a full-timegeologistAcquisition of Uraltransneft Co., Ltd.
    
      February 1, 2009
    
    
    6,000,000Conduct preliminary evaluation of
    
      April 1, 2009
    
    
    600,000potential exploration stage oil andgas properties for acquisitionTotal
    
    
    
    
    7,000,000


3

---

Our other planned operational expenses for the next 12 months
(beginning November 2008) are summarized as follows:

Description
      
      Potential
      
      
      Estimatedcompletion date
      
      
      Expenses($)Select and appoint a new Board
    
    February 1, 2009
    
    
    10,000memberRaise additional private or public
    
    12 months
    
    
    150,000equity (legal, accounting andmarketing fees)General and administrative
    
    12 months
    
    
    100,000expensesProfessional fees (legal,
    
    12 months
    
    
    250,000accounting and auditing fees)Consultant, officer, and employee
    
    12 months
    
    
    450,000feesMarketing expenses
    
    12 months
    
    
    40,000Total
    
    
    
    
    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

---

On July 3, 2008, we entered into loan agreements with Hudson
Capital Corporation, a company controlled by Jordan Shapiro, our Director,
Secretary, and former Chief Financial Officer, and Mr. Marc Levy, a non-related
party, for $50,000 and $25,000, respectively. The loans bear interest at 5% per
annum and are due on the earlier of January 31, 2009 or within seven days of the
completing by us of a financing of $1,500,000 or more.

Also on July 3, 2008, we entered into a loan agreement with
Uraltransneft Co., Ltd. pursuant to which we advanced $75,000 to Uraltransneft.
The loan bears interest at 0.5% per annum and is due on January 1, 2009.

On July 17, 2008, we entered into agreements with each of
Jordan Shapiro, Hudson Capital Corporation, a company controlled by Jordan
Shapiro and Gary Chayko, our former President, former Director and former Chief
Executive Officer. Pursuant to the agreements we cancelled a total of 20,000,000
outstanding stock purchase options held by Mr. Shapiro, Mr. Chayko and Hudson
Capital Corporation. Each of the options entitled to holder to purchase one
share of our common stock at an exercise price of $0.0001 per share exercisable
until February 15, 2011. As a result of the cancellation of the options, we have
no stock options outstanding as of July 17, 2008. The outstanding options were
cancelled in order to increase our attractiveness to potential investors.

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 $11,475 in revenues from our 2.34%
non-operating interest in the Kingfisher property since February 14, 2006
(inception) to August 31, 2008. We generated revenues of $5,116 for the nine
months ended August 31, 2008 compared to $4,839 for the nine months ended August
31, 2007. We generated revenues of $ 2,216 for the three months ended August 31,
2008 and $1,664 for the three months ended August 31, 2007.

Net Loss

We incurred a net loss of $562,829 for the nine months ended
August 31, 2008 compared to our net loss of $320,103 for the nine months ended
August 31, 2007. The difference for the increase in net loss was more stock
based compensation to our management and consultants and more professional fees
incurred. We incurred net loss of $360,480 for the three months ended August 31,
2008 and $122,938 for the three months ended August 31, 2007. Since February 14,
2006 (date of inception) to August 31, 2008, we have incurred a net loss of
$1,073,574.

5

---

Expenses

Our total expenses for the nine months ended August 31, 2008
were $567,945 compared to $324,942, for the same period in 2007. Our total
expenses were $362,696 for the three months ended August 31, 2008 and $124,602
for the three months ended August 31, 2007. The increase in our expenses during
2008 was attributable to greater issuances of stock based compensation and
professional fees incurred. Our general and administrative expenses increased by
$236,286 from $122,773 for the three months ended August 31, 2007 compared to
$359,059 for the three months ended August 31, 2008 because of stock based
compensation. Our general and administrative expenses were $561,012 for the nine
months ended August 31, 2008 compared to $319,517 for the same period in
2007.

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 August 31, 2008, 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.

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.

6

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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
PROCCEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

On June 9, 2008 a 64.3% majority of our shareholders voted by
resolution, to approve the changing of our name from LAUD Resources Inc. to MASS
Petroleum Inc. We filed a Certificate of Amendment to our Articles of
Incorporation with the Secretary of State of Nevada on June 9, 2008 to effect
the name change. The name change became effective on June 23, 2008.

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        

7

---

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.           
|---------------------- | ------------------------------
|                       |                               
|                       | By: /s/Vitaly Melnikov        
|Date: October 20, 2008 | Vitaly Melnikov               
|                       | Chief Financial Officer,      
|                       | Principal Accounting Officer  
|                       | and Director                  
|                       | (Authorized Officer, Principal
|                       | Financial and Accounting      
|                       | Officer)                      

8

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