UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2008

o 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)

NEVADA	20-5893809
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)

Suite 507-700 West Pender Street

Vancouver, British Columbia, V6C 1G8

 (Address of principal executive offices)

(604) 662 3910

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large accelerated filer o           Accelerated filer o        Non-accelerated filer o      Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)  Yes o  No þ

Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of May 31, 2008: $47,336,000 (Non-affiliate holdings of 29,585,000 common shares, closing price of $1.60).

As of March 17, 2009 the registrant’s outstanding stock consisted of 81,088,000 common shares.

MASS PETROLEUM INC.

TABLE OF CONTENTS

Part I

Item 1 Description of Business Item 1A Risk Factors

Item 1B Unresolved Staff Comments

Item 2 Properties

Item 3 Legal Proceedings Item 4 Submission of Matters to a Vote of Security Holders

Part II

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 8 Financial Statements and Supplementary Data

Item 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A Controls and Procedures Item 9B Other Information                                                                                                                                

PART  III                                                      

Item 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions and Director IndependenceItem  14 Principal Accountant Fees and Services

PART IV

Item 15 Exhibits, Financial Statement Schedules

2

PART I

Item 1. Description of Business

Forward-looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, and "MASS" mean MASS Petroleum Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

Overview

We are a start up oil and gas exploration company. We were incorporated in the State of Nevada on February 14, 2006, under the name “XTOL Energy Inc.” We operated under this name until October 10, 2007, and then changed our name to LAUD Resources Inc.  On June 23, 2008 we changed our name to MASS Petroleum Inc. and on July 11, 2008 we received a new symbol for the quotation of our common stock on the OTC Bulletin Board, “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) 662-3910.  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 $13,098 from our 2.34% non operated interest in three operating wells in Oklahoma from the time we acquired our interest on August 1, 2006 to November 30, 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 interest from producing oil wells with the higher risk development of oil and gas exploration projects. For the next twelve months (beginning December 2008), we plan to purchase additional operated and non-operated interests in producing oil and natural gas properties, to acquire additional development stage exploration properties and to carry out an exploration program on the acquired properties.  We are not involved in any bankruptcy, receivership or similar proceedings.

3

Business Developments

During our fiscal year ended November 30, 2008, the following developments occurred:

·   On February 5, 2008 we declared a stock dividend in the amount of $0.000001 per share to each of our shareholders of record as of February 5, 2008 (being 81,088,000 common shares issued and outstanding). The dividend was payable in fully paid and non-assessable common shares of APIC Resources Inc., effectively resulting in the issuance of 1 common share of APIC for every 100 of our common shares owned. In connection with our dividend declaration, our holdings of 100 common shares of APIC Resources Inc. were cancelled.

·   On June 9, 2008 we appointed Vitaly Melnikov as our Chief Financing Officer and accepted the resignation of Jordan Shapiro from the position effective immediately. Jordan Shapiro continues to act as our Secretary.

·   On June 17, 2008 we appointed Vitaly Melnikov and Oleg Bilinsky as our directors, with Mr. Bilinsky being appointed as the Chairman of our Board of Directors. We increased the number of directors serving on our board of directors to four.

·   On June 24, 2008 we appointed Oleg Bilinski as our President and Chief Executive Officer, and accepted Gary Chayko’s resignation from these positions. Mr. Chayko also resigned his position as our director, reducing the number of our directors to three.

·   On October 6, 2008 we filed a registration statement with the SEC registering our common shares pursuant to section 12(g) of the Exchange Act.

·   On October 15, 2008 we granted Vitaly Melnikov options to purchase 500,000 of our common shares at an exercise price of $1.50 per share, with vesting dates ranging from December 6, 2008 to June 6, 2010 and with expiry dates ranging from December 5, 2010 to June 5, 2012.

On May 19, 2008 we entered into a share exchange agreement and addendum with Uraltransneft Co. Ltd., a Russian corporation, and its selling shareholders, Igor Alexeevich Kuznetsov, Valeriy Volegov, and Yuriy Krylov.  Pursuant to the agreement we have agreed to issue 41,100,000 common shares of our capital stock to the selling shareholders in exchange for all outstanding shares of Uraltransneft. Closing of the agreement may take place on a date to be mutually determined by the parties and 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 us of certain oilfields confirming the presence of not less than 15,000,000 barrels of oil reserves, and assignment by Uraltransneft to us of an option agreement to purchase a 100% interest in those oilfields.

·   Surrender for cancellation by Mr. Jordan Shapiro, Hudson Capital Corp. and Mr. Gary Chayko of a total of 40,088,000 common shares and 20,000,000 options to purchase common shares in our capital stock.

·   Satisfactory completion of customary due diligence by us and Uraltransneft.

Following closing, we have agreed to provide $6,000,000 in financing to Uraltransneft in four installments of $1,500,000 each payable within 7 days, three months, six months, and 12 months following closing. Additionally, we have the non-exclusive option to arrange a best efforts financing of up to $13,500,000 to be used for the purchases of three companies from Uraltransneft for $11,500,000 and $2,000,000 that hold oil extraction licenses from six oilfields located in Perm Krai, Russia. This purchase is subject to our satisfactory review of a detailed budget, to be prepared Uraltransneft and provided to us within seven days after we have acquired the oilfields under the non-exclusive option. Within ten days of closing the share exchange agreement, Uraltranseft will provide us with a purchase agreement by which we may exercise the option if we so choose.

If we fail to provide $6,000,000 in financing to Uraltransneft within 12 months of the closing, either party may terminate the share exchange agreement upon providing notice to the other party. 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.

Closing of the agreement will result in Uraltransneft becoming our wholly owned subsidiary. Additionally, the three selling shareholders of Uraltransneft will each hold approximately 13,700,000 common shares (the equivalent of 16.8%) of our issued and outstanding common stock.

Uraltransfneft Co. Ltd. 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. There is no material relationship between us and Uraltransneft or the selling shareholders other than the material agreement entered into.

As of March 17, 2009 we have not been able to raise the required funds to close the agreement with Uraltransfneft and our management believes the likelihood of closing the agreement is uncertain.  We will continue with our efforts to complete this transaction until our board of directors concludes that it is no longer in our best interest to do so or our contractual rights expire.

4

Future Oil and Gas Interests

In conjunction with our efforts to complete the transaction for the acquisition of Uraltransneft we are also searching for oil and gas leases or interests in leases in small and medium-sized oil and natural gas production companies and properties. For our initial acquisitions, we are looking for low risk property interests. During the 12 months beginning April 2009, we intend to include in our portfolio additional non-operated interests in producing wells as well as an exploration interest in a development stage oil and gas property.  As we continue the development of our portfolio of interests, we will be looking for properties and interests that have the following qualities:

·   at least developmental drilling in proven producing areas;

·   significant additional production capacity through developmental drilling, recompletions and workovers;

·   further developmental potential; and

·   in some cases, ability to assume operatorship or appointment of a known operator with relevant experience in the area.

Markets

We are currently in the exploration stage and we have generated only nominal revenues. We are not producing oil or gas and we have no customers.  We only have a non-operated working interest in three wells in Oklahoma at this time.  The availability of a ready market and the prices obtained for oil and gas produced depend on many factors, including the extent of domestic production and imports of oil and gas, the proximity and capacity of natural gas pipelines and other transportation facilities, fluctuating demand for oil and gas, the marketing of competitive fuels, and the effects of governmental regulation of oil and gas production and sales.

A ready market exists for domestic oil and gas through existing pipelines and transportation of liquid products. Whether an international market exists depends upon the existence of international delivery systems and on political and pricing factors.

If we are successful in producing oil and gas in the future, we expect our future customers for our oil and gas to be refiners, remarketers and third party intermediaries, who either have, or have access to, consumer delivery systems. We intend to sell our oil and gas under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Typically either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually. We have not yet adopted any specific sales and marketing plans. However, as we purchase future properties, the need to hire marketing personnel will be addressed.

Competition

The oil and gas industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior oil and gas companies, independent producers and institutional and individual investors who are actively seeking to acquire oil and gas properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of oil and gas interests is intense with many oil and gas leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

Many of the oil and gas companies with which we compete for financing and for the acquisition of oil and gas properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring oil and gas interests of merit or on exploring or developing their oil and gas properties. This advantage could enable our competitors to acquire oil and gas properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further oil and gas interests or explore and develop our current or future oil and gas properties.

We also compete with other junior oil and gas companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior oil and gas companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their oil and gas properties or the price of the investment opportunity. In addition, we compete with both junior and senior oil and gas companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, oil and gas exploration supplies and drill rigs.

General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable oil and gas properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the oil and gas industry by:

·   keeping our costs low;

·   relying on the strength of our management’s contacts; and

·   using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

5

Subsidiaries

On January 24, 2008 we incorporated APIC Resources, Inc. as our wholly owned subsidiary.  On February 5, 2008 we issued a dividend of $0.000001 to each of our 81,088,000 common shares outstanding as of February 5, 2008.  We satisfied this dividend by arranging APIC Resources, Inc. to issue one share of their common stock for every $0.0001 of dividend declared.  This effectively became an issuance of one APIC Resources, Inc. share for every 100 shares of our stock held by our shareholders at 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 we cancelled our 100 shares in APIC Resources, Inc. and as of February 5, 2008, we no longer owned any shares in APIC Resources, Inc.

As of March 17, 2009 we do not have any subsidiaries.

Intellectual Property

We have not filed for any protection of our trademarks for our corporate name. We own the copyright of our logo and all of the contents of our website, www.masspetroleum.com.

Research and Development Expenditures

We have not spent any amounts on research and development activities since our inception. Our planned expenditures for our operation and exploration programs are summarized under the section of this Annual Report entitled “Management Discussion and Analysis of Financial Condition and Results of Operations.”

Government Regulations

Our current and future operation and exploration activities are or will be subject to various laws and regulations in US, Canada and possibly Russia in which we do or will conduct our activities. These laws and regulations govern the protection of the environment, conservation, prospecting, development, energy production, taxes, labor standards, occupational health, work safety, toxic substances, chemical products and materials, waste management, and other matters relating to the oil and gas industry.  As we acquire more operating or exploration interests, we will likely experience an increase in government oversight and associated costs.

Regarding our current non-operated interest, we are responsible for a 2.34% share of the costs of (1) any claims arising from the production and sale of hydrocarbons from the interest after August 1, 2006, which is the date we acquired our 2.34% interest in the three wells in Oklahoma; (2) any governmental request or requirement to plug, re-plug or abandon any wells, status or classification, or take any clean up or other actions with respect to our interest; and (3) any claims for personal injury, death, damage to property or damage to the environment arising directly or indirectly from the use, occupation, operation, maintenance or abandonment of our interest. As at November 30, 2008 we have not incurred any such costs.

Permits, registrations or other authorizations will be required for the operation of our future facilities and for our future oil and gas exploration and production activities. These permits, registrations or authorizations are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with these regulatory requirements, the provisions of required permits, registrations or other authorizations, and lease conditions, and violators are subject to civil and criminal penalties, including fines, injunctions or both. Failure to obtain or maintain a required permit may also result in the imposition of civil and criminal penalties. Third parties may have the right to sue to enforce compliance.

We expect to be able to comply with those laws and do not believe that compliance will have a material adverse effect on our competitive position. We have obtained, and intend to obtain all licenses and permits required by all applicable regulatory agencies in connection with any oil and gas operations we carry out and our future exploration activities. We intend to maintain standards of environmental compliance consistent with regulatory requirements. We have obtained, and will obtain at the appropriate time, environmental permits, licenses or approvals required for our operations. We are not aware of any material violations of environmental permits, licenses or approvals issued with respect to our operations. We believe that the operator of the properties in which we have an interest complies with all applicable laws, rules and regulations relating to the control of air emissions on the properties.  At this time, we do not anticipate any material capital expenditures to comply with various environmental requirements.

Compliance with environmental requirements, including financial assurance requirements and the costs associated with the cleanup of any spill, could have a material adverse effect on our capital expenditures, earnings or competitive position. Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Legislation affecting the oil and gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Changes in any of these laws and regulations could have a material adverse effect on business.  In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

6

US Regulations

Our operations are or will be subject to various types of regulation at the federal, state and local levels.  Such regulation includes requiring permits for the drilling of wells; maintaining bonding requirements in order to drill or operate wells; implementing spill prevention plans; submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface usage and the restoration of properties upon which wells have been drilled, the plugging and abandoning of wells and the transporting of production.

Our operations are or will be also subject to various conservation matters, including the regulation of the size of drilling and of spacing units or proration units, the number of wells which may be drilled in each unit, and the unitization or pooling of oil and gas properties.  In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production.  The effect of these regulations is to limit the amounts of oil and gas we may be able to produce from our wells and to limit the number of wells or the locations at which we may be able to drill.

Operations on properties in which we have an interest are subject to extensive federal, state and local environmental laws that regulate the discharge or disposal of materials or substances into the environment and otherwise are intended to protect the environment.  Numerous governmental agencies issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial administrative, civil and criminal penalties and in some cases injunctive relief for failure to comply.

Some laws, rules and regulations relating to the protection of the environment may, in certain circumstances, impose “strict liability” for environmental contamination.  These laws render a person or company liable for environmental and natural resource damages, cleanup costs and, in the case of oil spills in certain states, consequential damages without regard to negligence or fault.  Other laws, rules and regulations may require the rate of oil and gas production to be below the economically optimal rate or may even prohibit exploration or production activities in environmentally sensitive areas.  In addition, state laws often require some form of remedial action, such as closure of inactive pits and plugging of abandoned wells, to prevent pollution from former or suspended operations.

Legislation has been proposed in the past and continues to be evaluated in Congress from time to time that would reclassify certain oil and gas exploration and production waste as hazardous waste. If such reclassification is successful, it would make these wastes subject to much more stringent storage, treatment, disposal and clean-up requirements, which could have a significant adverse impact on operating costs.  From time to time initiatives to further regulate the disposal of oil and gas wastes are also proposed in certain states and may include initiatives at the county, municipal and local government levels.  These various initiatives could have a similar adverse impact on operating costs.

The regulatory burden of environmental laws and regulations increases our cost and risk of doing business and consequently affects our profitability.  The federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, also known as the “Superfund” law, imposes liability, without regard to fault, on certain classes of persons with respect to the release of a “hazardous substance” into the environment.  These persons include the current or prior owner or operator of the disposal site or sites where the release occurred and companies that transported, disposed or arranged for the transport or disposal of the hazardous substances found at the site.  Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. It is not uncommon for the federal or state government to pursue such claims. The federal Environmental Protection Agency and various state agencies continue to promulgate regulations that limit the disposal and permitting options for certain hazardous and non-hazardous wastes.

It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury or property or natural resource damages allegedly caused by the release of hazardous substances into the environment.

7

Canadian Regulations

As our business plan may involve operation or exploration activities in Canada, we expect to comply with Canadian laws and regulations related to the oil and gas industry. Canada has regulatory provisions relating to permits for the drilling of wells, the spacing of wells, the prevention of oil and natural gas waste, allowable rates of production and other matters.  The amount of oil and natural gas produced is subject to control by regulatory agencies in each province that periodically regulate allowable rates of production. 

In addition to the foregoing, our Canadian operations may be affected from time to time by future political developments in Canada and by Canadian federal, provincial and local laws and regulations, such as restrictions on production and export, oil and natural gas allocation and rationing, price controls, tax increases, expropriation of property, modification or cancellation of contract rights, and environmental protection controls.

The Canada Oil and Gas Operations Act provides for the making of regulations concerning the design, safety, construction, installation, inspection, testing, monitoring, operation, maintenance and repair of installations used in the exploration, development and production of oil and gas. The Act prohibits anyone from carrying on any work or activity related to the exploration for or the production of oil or gas unless they first obtain a license or authorization issued by the National Energy Board. As part of the application process, a plan must be submitted which shows that Canadians are being employed and that Canadian goods and services are being used. The National Energy Board may require that certain conditions be fulfilled, for example, that the person obtain appropriate insurance and that environmental studies be carried out.

The Oil and Gas Spills and Debris Liability Regulations govern the limits of liability for spills, authorized discharges and debris emanating or originating from work or activity related to the exploration or production of oil and gas.

The Canada Oil and Gas Drilling Regulations govern the exploration, drilling and conservation of oil and gas and specifies measures to ensure the safety of these operations. These regulations stipulate that no person may drill a well without authorization and approval, which is obtained upon application to the Chief Conservation Officer.

The Registration of Storage Tank Systems for Petroleum Products and Allied Petroleum Products on Federal Lands or Aboriginal Lands Regulations require registration of all specified storage tank systems located on federal lands or aboriginal lands, with the appropriate federal department administering the land. Environment Canada will have access to the consolidated storage tank system records in each appropriate federal department. A prohibition on fuel delivery is provided for any unregistered storage tank systems.

Russian Regulations

If our transaction with Uraltransneft completes, we will be required to comply with all applicable Russian regulations.  According to the laws and regulations of the Russian Federation, organizations are permitted to carry out development and production activities on licensed fields, provided the companies conform to ecological standards. Accordingly, we will likely encounter two separate costs associated with environmental law compliance: costs associated with obtaining licenses and costs associated with obtaining permission from the Russian Ministry of Natural Resources.

Though we did not incur any costs associated with complying with government regulations for the year ended November 30, 2008, if our acquisition of Uraltransneft completes or we acquire other operating, non-operating or exploration interests, we will likely incur such expenses.  However, exact expenses will depend on the location, size and nature of any interests we may acquire.

Employees and Consultants

As of November 30, 2008, we did not have any full time or part time employees. Our Chief Executive Officer and our Chief Financial Officer work as part time consultants in the areas of business development and management; each contributing approximately 15% of their time to us.  Our Secretary and Treasurer is also involved in our operations and devotes approximately 10% of his time to us.  We currently engage independent contractors in the areas of accounting, geologist services, legal, auditing services, investment banking and corporate development.

8

Item 1A. Risk Factors

Not required.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Kingfisher County Wells

On August 1, 2006, we purchased a 2.34% non operated interest in three producing wells located in Kingfisher County, Oklahoma, which are described as Stebens #1, Oblander #1-29 and Schneider #1. Our interest gives us the right to receive 2.34% of the operating profits from the operator of the wells, Range Resources Corporation of Fort Worth, Texas.

During the first six months of 2007, these wells produced a combined average of approximately 130 thousand cubic feet of gas per day and 1.2 barrels of oil per day. The 2.34% interest generated an average monthly income of approximately $515 per month during the past five years. We received revenues of $13,098 from our 2.34% interest from February 2007 to November 30, 2008.

The following table describes our interest in the Kingfisher County wells:

Name of Well	Location	Nature of Interest
Stebens #1	Kingfisher County, Oklahoma	2.34% non operated interest
Oblander #1-29	Kingfisher County, Oklahoma	2.34% non operated interest
Schneider #1	Kingfisher County, Oklahoma	2.34% non operated interest

Other than our interests in the Oklahoma Properties, we do not own or have any rights to acquire any interests in any other oil and gas properties.

We have an executive office located at Suite 507-700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8. From June 1, 2008 to November 30, 2008, we rented office at a cost of $1,833 per month. From December 1, 2008 to May 31, 2008, our offices were provided to us by our former chief financial officer at no charge and we recognized donated rent of $3,000 for the year ended November 30, 2008.

Item 3. Legal Proceedings

We know of no material pending or active legal proceedings to which we are a party or concerning any of our properties. We are not aware of any legal proceedings contemplated by any governmental authority against us.

Item 4. Submission of Matters to a Vote of Security Holders

On June 9, 2008, without the formality of convening a meeting, we received approval from holders of 64% of our common voting stock to change our name from LAUD Resources Inc. to MASS Petroleum Inc.

9

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “MASP.OB”.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Our common shares became eligible for quotation on the OTC Bulletin Board on July 9, 2007, but no trades were made until October 4, 2007.

The following table shows the high and low bid quotations of our common shares on the OTC Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

Period	High ($)		Low ($)
December 1, 2008 – February 28, 2009		2.85		0.15
September 1, 2008 – November 30, 2008		3.70		2.25
June 1, 2008 – August 31, 2008		4.65		1.60
March 1, 2008 – May 31, 2008		1.60		0.71
December 1, 2007 – February 29, 2008		1.01		0.40
July 30, 2007 – November 30, 2007		0.40		0.40

During February 2009, the highest quoted price for our common stock was $0.45 and the lowest quoted price was $0.15. The price quoted for our common stock on March 12, 2009 was $0.50 per share.

Holders

As of March 12, 2009, there were 41 holders of record of our common stock.

Dividends

On February 5, 2008 we issued a dividend of $0.000001 to each of our 81,088,000 common shares outstanding as of February 5, 2008.  We satisfied this dividend by arranging for APIC Resources, Inc., a Nevada company incorporated on January 24, 2008, to issue one share of their common stock for every $0.0001 of dividend declared.  This effectively became an issuance of one APIC Resources, Inc. share for every 100 shares of our stock.  These shares were issued pursuant to exemptions from registration under Regulation S and Section 4(2) of the Securities Act.  In conjunction with this arrangement we cancelled 100 shares which we owned in APIC Resources, Inc.  Prior to the declaration of the dividend and cancellation of our shares in APIC Resources, Inc., APIC Resources, Inc. was our wholly owned subsidiary.  As of February 5, 2008, we no longer own any shares in APIC Resources, Inc. and we do not have any subsidiaries.

10

Equity Compensation Plans

We have not implemented any equity compensation plans.

Recent Sales of Unregistered Securities

Since December 1, 2007 to November 30, 2008, we completed one grant of unregistered securities which was not previously reported in our quarterly filings for fiscal 2008:

·   On June 9, 2008 we granted to Vitaly Melnikov, our Chief Financial Officer, options to purchase 500,000 shares of our common stock in exchange for services rendered and to be rendered. The shares vested and will vest in four equal installments of 125,000 shares each, semi-annually over a period of 2 years beginning on December 6, 2008, and the exercise price is $1.50 per share.

We completed the offering of the common stock pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the common stock was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the units. Each investor was not a US person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a US person.

Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to the recipient.

Use of Proceeds from Sale of Registered Securities

None during the fiscal year ended November 30, 2008.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Safe Harbor

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

Overview

We are engaged in the acquisition of interests and leases of producing oil and natural gas wells. Our plan of operations for the next twelve months is to create revenue from non-operated interests of producing oil and gas wells and to acquire an interest in, and further develop a development stage oil and gas exploration project.

We have only recently begun our current operations, have earned nominal revenues and have accumulated a net loss of $1,471,430 from February 14, 2006 (date of inception) to November 30, 2008.

We acquired a 2.34% interest in three wells in Kingfisher County, Oklahoma. We do not yet have any exploration projects, but we are looking for new opportunities. We need additional capital to carry out our current business plan. We also anticipate that we will require additional financing in order to pursue full exploration of our acquired claims. We may not have sufficient financing to undertake our current and future business and there is no assurance that we will be able to obtain the necessary financing.

We are a start-up stage corporation with limited operations and limited revenues from our business operations. Our auditors have issued us with a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to fund our operations. Our only source of cash at this time is investments by others in our company. We must raise cash to implement our plan of operation.

11

Liquidity and Capital Resources

As of November 30, 2008, we had cash of $45,994 compared to $229,288 in cash at November 30, 2007.  At November 30, 2008, we had a working capital deficit of $65,430 compared to a working capital surplus of $533,720 at November 30, 2007. Our accumulated deficit was $1,403,281 as at November 30, 2008 compared to $510,745 as at November 30, 2007.

Our net loss of $1,471,430 from February 14, 2006 (date of inception) to November 30, 2008 has been funded primarily through the sale of shares of our common stock, along with loans from our management team and other non-related parties. For the fiscal year ended November 30, 2008, we borrowed net funds of $135,000 in debt financing and did not raise any funds from equity financing. Cumulatively from February 14, 2006 (date of inception) to November 30, 2008, we have borrowed total net funds of $135,000 and raised net proceeds of $444,500 from the sale of shares of our common stock.

Our cash commitments for the next twelve months are as follows:

·   On August 19, 2008, we engaged Gryphon Trade and Finance, LLC to provide us with financial advisory services in connection with our equity and debt financing activities. We paid Gryphon $17,500 upon entering into the agreement and have agreed to pay an additional $17,500 within ten business days of accepting a funding proposal of $83,000,000 or more. We will also pay Gryphon 3% of the amount of any senior debt capital the company assists us in raising and 5% of the amount of any equity capital raised.

·   On June 9, 2008, we engaged a consultant, Vitaly Melnikov, to act as our Chief Financial Officer. The term of the consulting agreement is from June 9, 2008 to June 6, 2011 and we have 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 to Mr. Melnikov. The stock options will vest at a rate of 125,000 options on December 6, 2008, June 6, 2009, December 6, 2009, and June 6, 2010 and 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 us as of the date of the agreement assumes control of the us or acquires substantially all of our 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.

·   As at November 30, 2008 we had an outstanding accounts payable balance of $80,114 and accrued liabilities of $2,655.

·   As at November 30, 2008 we owed $25,000 to one of our shareholders, payable on January 31, 2009 or within seven days of our completion of a $1.5 million financing. The loan is unsecured and bears interest at 5% per annum.

·   Also as at November 30, 2008, we owed $30,000 under a loan agreement which is due on October 15, 2009 or when upon our completion of a private placement or receipt of proceeds from other loans. The amount is unsecured and bears interest at a rate of 2% per annual, calculated on the basis of a 360 day year for the actual days elapsed. Interest that is not paid as it becomes due is added to the principal and is treated as part of the principal.

As of November 30, 2008, we did not have enough cash to cover all payments to our consultants and the outstanding balances under our two loans, which both come due within the next twelve months. We plan to begin raising equity if and when markets improve. We will attempt to renegotiate our loan agreements or make other arrangements to defer payment on our outstanding loans. There can be no assurance that markets will improve in the near future or that we will be successful in arranging suitable terms for repayment of our outstanding loans. Our ability to continue as a going concern remains uncertain.

We used net cash of $243,294 in operating activities for the fiscal year ended November 30, 2008, compared to $146,814 for the fiscal year ended November 30, 2007. For the period from February 14, 2006 (Date of Inception) to November 30, 2008, we used net cash of $421,077 in operating activities. The increase in net cash used to fund our operations was $96,840 from fiscal 2007 to fiscal 2008 due to increased operating activities after we acquired our 2.34% non operated interest in three Kingfisher County oil wells.

We used net cash of $75,000 in investing activities to fund a loan to Uraltransneft Co. Ltd. under a loan agreement entered into on July 3, 2008, with the loan bearing interest at a rate of 0.50% per annum. The loan became due on January 1, 2009 but has not yet been repaid. As there is no certainty as to when or if we will ever be repaid, we have recognized a provision for the entire principal sum of $75,000.

12

On the financing side, we received net cash of $135,000 for the twelve months ended November 30, 2008, compared to $276,500 for the twelve months ended November 30, 2007. The funds received in fiscal 2008 were comprised entirely of proceeds from debt financing as follows:

·   We entered into a loan agreement with one of our shareholders on July 3, 2008 and received a principal sum of $25,000 which is payable on January 31, 2009 or within seven days of our completing a $1,500,000 financing. The loan is unsecured and bears interest at a rate of 5% per annum.

·   We entered into a loan agreement with an unrelated party for $30,000 on October 15, 2008 which is payable in one year or when we complete a private placement or receive proceeds from other loans. The amount is unsecured and bears interest at 2% per annum, calculated on the basis of a 360 day year for the actual number of days elapsed. Interest that is not paid as it becomes due is treated as part of the principal sum.

Since our inception to November 30, 2008, we have received net cash from financing activities of $579,500, with $444,500 generated as net cash from private placement sales of our common stock, and $135,000 from debt financing as disclosed in the preceding paragraph. We have used net cash of $112,429 in investing activities from our inception to November 30, 2008, including the loan of $75,000 to Uraltransneft, $3,391 to purchase property and equipment, and $34,038 to purchase our 2.34% non operated interest in three Kingfisher County oil wells.

During the fiscal year ended November 30, 2008, we required approximately $35,090 in cash to fund our operations each month. As of November 30, 2008, we had cash of $45,994.  However, we anticipate that beginning December 2008 our monthly expenses will increase to $269,000, which includes $7,000 monthly for general and administrative expenses, $10,000 monthly for consulting and employee expenses, $8,000 monthly for professional fees, $2,500,000 for the acquisition of non-operated working interests and an exploration project and approximately $66,667 monthly for exploration costs.

Currently, we are reviewing additional non-operated working interests and leases in Oklahoma, California, Texas, Canada and Russia.

We expect to require approximately $3,937,000 in financing to continue our planned operation and exploration over the next year. Our planned acquisition and exploration expenditures for oil and gas interests and properties over the next twelve months (beginning December 2008) are summarized as follows:

Description	Potential completion date	Estimated Expenses ($)
Retain a full-time engineer, a full-time land specialist and a full-time geologist	April 1, 2009	242,000
Purchase non-operated working interests in existing leases	May 1, 2009	2,000,000
Acquire a development stage exploration project	August 1, 2009	500,000
Develop and carry out a preliminary exploration program on an acquired property	September 1, 2009 – November 30, 2010	800,000
Total		3,542,000

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

Description	Potential completion date	Estimated Expenses ($)
Select and appoint a new Board member	May 1, 2009	-
Raise additional private or public equity (legal, accounting and marketing fees)	May 1, 2009	70,000
General and administrative expenses	12 months	84,000
Professional fees (legal, accounting and auditing fees)	12 months	96,000
Consulting and employee fees	12 months	120,000
Marketing expenses	12 months	25,000
Total		395,000

Of the $3,937,000 we need for the next 12 months, we had $45,994 in cash as of November 30, 2008. We intend to raise the balance of our cash requirements for the next 12 months ($3,891,006) from private placements or possibly a registered public offering, or through further debt financing. At this time we do not have any commitments from any broker-dealers 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, investor sentiment, the availability of credit and our ability to secure credit on reasonable terms. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we cannot secure sufficient amounts to fund our business plan, 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.

13

Results of Operations

We earned nominal revenues for the year ended November 30, 2008 from our non-operated working interests in three producing wells. We plan to purchase additional non-operated working interests in existing leases. However, we anticipate that we will incur substantial losses over the next two years.

For the fiscal year ended November 30, 2008, we generated revenues of $6,739 from our non-operating interest in the Kingfisher property compared to revenues of $6,359 for the fiscal year ended November 30, 2007. The revenues earned in fiscal 2007 and 2008 are the only revenues we have earned since our inception, amounting to total revenues of $13,098 from February 14, 2006 to November 30, 2008.

We have accumulated total expenses of $1,409,528 from February 14, 2006 (date of inception) to November 30, 2008 and incurred expenses of $458,677 for the year ended November 30, 2007. For the year ended November 30, 2008, our expenses increased by $433,747 to $892,424, primarily due to a substantial increase in general and administrative expenses as a result of our increased operations after acquiring our non-operated interest in the Kingfisher county oil wells and consulting fees we paid to our new management team.

Our accumulated expenses from February 14, 2006 (date of inception) to November 30, 2008 included $23,812 in depletion and depreciation expenses, and $1,375,424 in general and administrative expenses.  Of our accumulated general and administrative expenses, $439,487 was incurred during the fiscal year ended November 30, 2007 and $57,862 during the period from inception on February 14, 2006 to November 30, 2006.

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

On August 19, 2008, we entered into an agreement with Gryphon Trade and Finance LLC to provide us with financial advisory services in connection with our equity raising and senior debt financing activities. We paid $17,500 upon entry into the agreement, and have agreed to pay an additional $17,500 within ten days of accepting a funding proposal of at least $83 million dollars. We will also pay fees of 3% of the amount of any senior debt capital, and 5% of the amount of any equity capital, raised with assistance from Gryphon.

From our inception on February 14, 2006 to November 30, 2008 we accumulated a net loss of $1,471,430. For the year ended November 30, 2008 we incurred net loss of $960,685 compared to a net loss of $452,318 for the year ended November 30, 2007.  Our net loss increased by $508,367 from fiscal 2007 to fiscal 2008.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

14

Item 8. Financial Statements and Supplementary Data

Our fiscal year end is November 30. Our audited financial statements as of November 30, 2008 follow.

MASS PETROLEUM INC.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

(Expressed in US Dollars)

November 30, 2008

Report of Independent Registered Public Accounting Firm.........................................................F-1

Balance Sheets.....................................................................................................................F-2

Statements of Operations.......................................................................................................F-3

Statements of Cash Flows......................................................................................................F-4

Statement of Stockholders’ Equity...........................................................................................F-5

Notes to the Financial Statements...........................................................................................F-6

15

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders

MASS Petroleum Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of MASS Petroleum Inc. (An Exploration Stage Company) as of November 30, 2008 and 2007, and the related statements of operations, cash flows and stockholders' equity (deficit) for the years then ended and accumulated for the period from February 14, 2006 (Date of Inception) to November 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MASS Petroleum Inc. (An Exploration Company) as of November 30, 2008 and 2007, and the results of its operations, cash flows and stockholders’ equity (deficit) for the years then ended and accumulated for the period from February 14, 2006 (Date of Inception) to November 30, 2008 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit of $65,430 and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

F-1

March 13, 2009

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

	November 30, 2008 $			November 30, 2007 $
ASSETS
Current Assets
Cash		45,994			229,288
Amounts receivable		757			976
Prepaid expenses (Note 8(b))		121,370			313,953
Total Current Assets		168,121			544,217
Property and Equipment (Note 3)		565			1,695
Oil and Gas Property (Note 4)		13,052			17,890
Total Assets		181,738			563,802
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		80,114			8,855
Accrued liabilities		2,655			679
Due to related parties (Note 7)		95,782			963
Loans payable (Note 6)		55,000			–
Total Liabilities		233,551			10,497
Commitments and Contingencies (Notes 1, 11 and 12)
Stockholders’ (Deficit) 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 (Note 8)		8,109			8,109
Additional paid-in capital		1,377,758			1,029,691
Donated capital (Notes 7(a)(c))		33,750			26,250
Deficit accumulated during the exploration stage		(1,471,430	)		(510,745	)
Total Stockholders’ (Deficit) Equity		(51,813	)		553,305
Total Liabilities and Stockholders’ (Deficit) Equity		181,738			563,802

(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 Operations

(Expressed in US dollars)

	Accumulated from February 14, 2006 (Date of Inception) to November 30,2008 $			For the Year Ended November 30, 2008 $			For the Year Ended November 30, 2007 $
Revenue		13,098			6,739			6,359
Expenses
Depletion		20,986			4,838			16,148
Depreciation		2,826			1,130			1,131
General and administrative (Note 7(a)(b)(c))		1,375,424			878,075			439,487
Oil and gas production		8,599			6,688			1,911
Mineral property costs		1,693			1,693			–
Total Expenses		1,409,528			892,424			458,677
Net Loss Before Other Items		(1,396,430	)		(885,685	)		(452,318	)
Provision for loan receivable		(75,000	)		(75,000	)		–
Net Loss		(1,471,430	)		(960,685	)		(452,318	)
Net Loss Per Share – Basic and Diluted					(0.01	)		(0.01	)
Weighted Average Shares Outstanding					81,088,000			77,916,000

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

F-3

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

	Accumulated from February 14, 2006 (Date of Inception) To November 30, 2008 $			For the Year Ended November 30, 2008 $			For the Year Ended November 30, 2007 $
Operating Activities
Net loss		(1,471,430	)		(960,685	)		(452,318	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion		20,986			4,838			16,148
Depreciation		2,826			1,130			1,131
Donated services and rent		33,750			7,500			15,000
Stock-based compensation		825,477			546,130			275,479
Provision for loan receivable		75,000			75,000			–
Changes in operating assets and liabilities
Amounts receivable		(757	)		219			(976	)
Prepaid expenses		(5,480	)		(5,480	)		–
Accounts payable		80,114			71,259			2,953
Accrued liabilities		2,655			1,976			(5,194	)
Due to related parties		15,782			14,819			963
Net Cash Used In Operating Activities		(421,077	)		(243,294	)		(146,814	)
Investing Activities
Loan receivable		(75,000	)		(75,000	)		–
Purchase of property and equipment		(3,391	)		–			–
Purchase of oil and gas property		(34,038	)		–			–
Net Cash Used In Investing Activities		(112,429	)		(75,000	)		–
Financing Activities
Proceeds from loan payable		55,000			55,000			–
Proceeds from related party loan		80,000			80,000
Proceeds from issuance of common stock		446,000			–			278,000
Stock issuance costs		(1,500	)		–			(1,500	)
Net Cash Provided by Financing Activities		579,500			135,000			276,500
Increase (Decrease) in Cash		45,994			(183,294	)		129,686
Cash - Beginning of Period		–			229,288			99,602
Cash - End of Period		45,994			45,994			229,288
Supplemental Disclosures
Interest paid		–			–			–
Income taxes paid		–			–			–

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

F-4

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Statement of Stockholders’ Equity (Deficit)

For the Period from February 14, 2006 (Date of Inception) to November 30, 2008

(Expressed in US dollars)

															Deficit
															Accumulated
							Additional			Common					During the
							Paid-in			Stock			Donated		Exploration
	Shares			Amount			Capital			Subscribed			Capital		Stage			Total
	#			$			$			$			$		$			$
Balance – February 14, 2006 (Date of Inception)		–			–			–			–			–		–			–
Common stock issued at $0.0001 per share		100,000,000			10,000			(5,000	)		–			–		–			5,000
Common stock issued at $0.05 per share		3,100,000			310			77,190			–			–		–			77,500
Common stock issued at $0.25 per share		684,000			68			85,432			–			–		–			85,500
Cancellation of common stock		(40,000,000	)		(4,000	)		4,000			–			–		–			–
Stock-based compensation		–			–			800			–			–		–			800
Common stock issued for consulting services		12,000,000			1,200			223,800			–			–		–			225,000
Common stock to be issued for consulting services rendered		–			–			–			2,500			–		–			2,500
Donated services and rent		–			–			–			–			11,250		–			11,250
Net loss for the period		–			–			–			–			–		(58,427	)		(58,427	)
Balance – November 30, 2006		75,784,000			7,578			386,222			2,500			11,250		(58,427	)		349,123
Common stock issued at $0.125 per share		80,000			8			9,992			–			–		–			10,000
Common stock issued for consulting services		20,000			2			2,498			(2,500	)		–		–			–
Common stock issued at $0.25 per share less share issuance costs		60,000			6			14,994			–			–		–			15,000
Common stock issuance costs		–			–			(1,500	)		–			–		–			(1,500	)
Common stock issued for advisory services		20,000			2			4,998			–			–		–			5,000
Common stock issued at $0.225 per share		1,124,000			113			252,887			–			–		–			253,000
Common stock issued for consulting services		4,000,000			400			359,600			–			–		–			360,000
Donated services and rent		–			–			–			–			15,000		–			15,000
Net loss for the year		–			–			–			–			–		(452,318	)		(452,318	)
Balance – November 30, 2007		81,088,000			8,109			1,029,691			–			26,250		(510,745	)		553,305
Fair value of stock options		–			–			348,067			–			–		–			348,067
Donated services and rent		–			–			–			–			7,500		–			7,500
Net loss for the year		–			–			–			–			–		(960,685	)		(960,685	)
Balance – November 30, 2008		81,088,000			8,109			1,377,758			–			33,750		(1,471,430	)		(51,813	)

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

F-5

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

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 November 30, 2008, the Company has a working capital deficit of $65,430, has not generated significant revenue and has accumulated losses totaling $1,471,430 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.   Summary of Significant Accounting Policies

a)   Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is November 30.

b)   Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of long-lived assets and oil and gas properties, donated expenses, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)   Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d)   Property and Equipment

Property and equipment consists of computer hardware, is recorded at cost and is being amortized on a straight-line basis over its estimated life of three years.

F-6

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.   Summary of Significant Accounting Policies (continued)

e)   Earnings (Loss) Per Share

The Company computes earnings (loss) per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

f)   Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

g)   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 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.

h)   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 collectability is reasonably assured.

F-7

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.   Summary of Significant Accounting Policies (continued)

i)   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.

j)   Asset Retirement Obligations

The Company follows the provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations,” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

k)   Financial Instruments

The fair values of financial instruments, which include cash, amounts receivable, accounts payable, amounts due to related parties and loans payable were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

l)   Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

m)   Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and management has adopted SFAS No. 52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

n)   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.

F-8

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.  Summary of Significant Accounting Policies (continued)

o)   Deferred Financing Costs

In accordance with the Accounting Principles Board Opinion 21 “Interest on Receivables and Payables”, the Company recognizes debt issue costs on the balance sheet as deferred charges, and amortizes the balance over the term of the related debt. The Company follows the guidance in the EITF 95-13 “Classification of Debt Issue Costs in the Statement of Cash Flows” and classifies cash payments for debt issue costs as a financing activity.

p)   Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F-9

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.  Summary of Significant Accounting Policies (continued)

p)   Recent Accounting Pronouncements (continued)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s financial statements.

3.   Property and Equipment

	Cost $		Accumulated Depreciation $		November 30, 2008 Net Carrying Value $		November 30, 2007 Net Carrying Value $
Computer hardware		3,391		2,826		565		1,695

4.   Oil and Gas Property

	November 30, 2008 Net Carrying Value $			November 30, 2007 Net Carrying Value $
Proved Properties, Oklahoma
Acquisition Costs		34,038			34,038
Depletion		(20,986	)		(16,148	)
Net Carrying Value		13,052			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, bears interest at 0.50% per annum and is unsecured.  The Company has not collected the loan after it became due on January 1, 2009.  As there is uncertainty as to the collectability of the loan at November 30, 2008, a provision has been recognized for the entire amount.

F-10

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

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.

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 year ended November 30, 2008, the Company recognized $4,500 (2007 - $9,000) 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 year ended November 30, 2008, the Company paid $17,938 in management fees.

c)   The Company recognized $3,000 (2007 - $6,000) of donated rent at $500 per month for office premises provided by the former CFO of the Company. Commencing June 2008, the Company paid $11,000 of rent expense to an unrelated party.

d)   As at November 30, 2008, the Company is indebted to the CFO of the Company for $5,014 (Cdn$6,211) (November 30, 2007 - $nil), representing $4,844 in management fees owed and $170 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. As at November 30, 2008, the Company is also indebted to this company for $1,668, which is non-interest bearing, unsecured and due on demand.

f)   On October 8, 2008, the Company entered into a loan agreement with a director of the Company for $30,000 which is due on October 1, 2009 or within seven days of the Company completing a financing in excess of $800,000, is unsecured and bears interest at 5% per annum.  As at November 30, 2008, the Company is also indebted to this director for $9,100 (Cdn$10,812) (November 30, 2007 - $963), representing expenditures paid on behalf of the Company. These amounts is unsecured, non-interest bearing and due on demand.

8.   Common Stock

The Common stock transactions for the year ended November 30, 2007 are as follows:

a)   On October 1, 2007, the Company effected a 2:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 80,000,000 shares of common stock to 160,000,000 shares of common stock with no change in par value. All share amounts have been retroactively adjusted for all periods presented.

b)   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 November 30, 2008, $115,890 (2007 - $296,384) is included in prepaid expenses and will be recognized over the remaining term of the consulting agreement.

c)   On June 4, 2007, the Company issued 924,000 units at approximately $0.225 per unit for proceeds of $208,000. Each unit is consisted of one share of common stock and one-tenth of a share purchase warrant. One whole share purchase warrant is exercisable into one common share at $0.25 per share until June 4, 2009.

F-11

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

8.  Common Stock(continued)

d)   On May 16, 2007, the Company issued 200,000 shares of common stock at a price of $0.225 per share for proceeds of $45,000.

e)   On April 18, 2007, the Company issued 20,000 shares of common stock at a fair value of $5,000 pursuant to an Advisory Board Agreement.

f)   On February 2, 2007, the Company issued 60,000 shares of common stock at a price of $0.25 per share for proceeds of $15,000. In connection with this private placement, the Company paid a commission of $1,500 and issued 3,000 share purchase warrants at a fair value of $248 exercisable at $0.25 per common share until February 7, 2008.

g)   On January 12, 2007, the Company issued 20,000 shares of common stock at a fair value of $2,500 to a consultant for services rendered. This amount was recorded as common stock subscribed as at November 30, 2006.

h)   On December 13, 2006, the Company issued 80,000 shares of common stock at a price of $0.125 per share for proceeds of $10,000.

i)   On November 29, 2006, the Company issued 12,000,000 shares of common stock at a fair value of $225,000 pursuant to a consulting agreement. As at November 30, 2007, $17,569 is included in prepaid expenses.  During the year ended November 30, 2008, the Company recognized $17,569 of consulting fees.

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 November 30, 2008, there were 500,000 unvested stock options. During the year ended November 30, 2008, the Company recorded stock-based compensation of $348,067 as general and administrative expense.

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

	Number of Options			Weighted Average Exercise Price $		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value $
Outstanding, November 30, 2006 and 2007		20,000,000			0.0001
Granted		500,000			1.50
Cancelled		(20,000,000	)		0.0001
Outstanding, November 30, 2008		500,000			1.50		2.77		825,000
Exercisable, November 30, 2008								

F-12

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

9.  Stock Options (continued)

A summary of the status of the Company’s non-vested stock options as of November 30, 2008, and changes during the year ended November 30, 2008, is presented below:

Non-vested options	Number of Options		Weighted Average Grant Date Fair Value $
Non-vested at November 30, 2007			
Granted		500,000		1.39
Vested			
Non-vested at November 30, 2008		500,000		1.39

As at November 30, 2008, there was $346,007 of unrecognized compensation costs related to non-vested share-based compensation, which is expected to be recognized over a weighted average period of 1.51 years.

10.   Share Purchase Warrants

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

	Number of Warrants			Weighted Average Exercise Price $
Balance, November 30, 2006		–			–
Issued		95,400			0.25
Balance, November 30, 2007		95,400			0.25
Expired		(3,000	)		0.25
Cancelled		(92,400	)		0.25
Balance, November 30, 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. 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.

F-13

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

11.   Share Exchange Agreement (continued)

·   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.

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 November 30, 2008, management believes that the closing of this transaction is uncertain.

12.   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.

F-14

MASS Petroleum Inc.

(formerly LAUD Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

13.   Income Tax

The Company has a net operating loss carryforward of $1,002,246 available to offset taxable income in future years which commence expiring in fiscal 2026.

The Company is subject to United States federal and state income taxes at an approximate rate of 35%.  The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	November 30, 2008 $			November 30, 2007 $
Income tax recovery at statutory rate		336,240			158,311
Donated services		(2,625	)		(5,250	)
Stock-based compensation		(121,823	)		–
Depletion and depreciation		3,111			(1,350	)
Provision for loan receivable		(26,250	)
Valuation allowance change		(188,653	)		(151,711	)
Provision for income taxes		–			–

The significant components of deferred income tax assets and liabilities at November 30, 2008 and 2007 are as follows:

	November 30, 2008 $			November 30, 2007 $
Net operating loss carryforward		352,864			164,714
Oil and gas property		3,772			3,269
Valuation allowance		(356,636	)		(167,983	)
Net deferred income tax asset		–			–

F-15

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of November 30, 2008.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, and the material weaknesses outlined in our Management Report on Internal Control Over Financial Report, our management concluded, as of the end of the period covered by this annual report, that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting.  Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2008 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2008, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.	Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no independent directors and no audit committee. There is no policy on fraud.  A whistleblower policy is not necessary given the small size of the organization. There is no code of ethics.
2.	Due to the significant number and magnitude of out-of-period adjustments identified during the audit of our financial statements for the year ended November 30, 2008, management has concluded that the controls over the period-end financial reporting process were not operating effectively. Controls were not effective to ensure that significant non-routine transactions, accounting estimates, and other adjustments were appropriately reviewed, analyzed, and monitored on a timely basis. A material weakness in the period-end financial reporting process could result in the Company not being able to meet its regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Specific items of concern in our management report include the following: ·The value of stock based compensation awarded to a senior executive officer was understated due to problems with inputs used to effect the Black Scholes calculation.
	·Transfer agent and legal fees were under-accrued.
	·A prepaid expense for oil and gas exploration should have been partially expensed to recognize work exploration activities conducted during the year ended November 30, 2008.
	·A provision for accounts receivable was added to reflect the uncertainty of collection of the $75,000 loan to Uraltransneft.
	·Financing costs of $17,500 paid to Gryphon Finance and Trade LLC had to be expensed immediately because no specific financing was identified.
	·An outstanding cheque payable to one of our trade creditors was held back by us at year end; as a result, we were required to increase the balance of our cash and our accounts payable line items in our financial statements.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of the existence of these control deficiencies, the Company concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Manning Elliott LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of November 30, 2008.

Changes in Internal Control

During the quarter ended November 30, 2008 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Officers

Our bylaws allow the number of directors to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors at three.

Our current directors and officers are as follows:

Name	Age	Position
Oleg Bilinski	45	Director, President, Chief Executive Officer
Vitaly Melnikov	34	Director, Chief Financial Officer
Jordan Shapiro	36	Director, Secretary, Treasurer

The directors will serve as directors until our next shareholder meeting or until a successor is elected who accepts the position. Officers hold their positions at the will of the Board of Directors.  There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Oleg Bilinski, Director, President and Chief Executive Officer

Oleg Bilinsky has been a director since June 17, 2008, and our President and Chief Executive Officer since June 24, 2008. From Ju Mr. Bilinski has over 17 years of global investment expertise including experience in the financing of natural resource companies. Since 1990, he has been the President of UK International Trade Corporation, a company whose main focus is to establish business relationships between North America and Eastern Europe. He was also a founder of American Uranium Corporation (OTC BB: AUUM) formerly Alpine Resources Corporation; Geostar Mineral Corporation (OTC BB: GEOS); Chatsworth Data Solution (OTC BB: CHWD) formerly Adera Mines Limited. Mr. Bilinski holds a degree in chemistry and biology from Lviv State University in the Ukraine.

Vitaly Melnikov, Director and Chief Financial Officer

Vitaly Melnikov has been a director since June 17, 2008 and our Chief Financial Officer since June 9, 2008. From July 2002 to September 2005, Mr. Melnikov held the position of Finance Manager (Marketing and Trading) of Hurricane Hydrocarbons Ltd.(also known as PetroKazakhstan), a Calgary, Canada based, publicly traded energy corporation engaged in the exploration, development, production, acquisition, refining and marketing of oil and refined products in the Republic of Kazakhstan. Among his duties there, Mr. Melnikov managed a multi-national team of 30 financial and accounting specialists and oversaw the financial affairs and sales units of companies with annual revenues of over $450 million. From December 2005 to June 2007 Mr. Melnikov served as Vice President, Finance and Administration of UrAsia Energy Ltd. (now Uranium One), a TSX and AIM listed company with a market cap of $3 billion. While there, he assisted in the merger of UrAsia Energy with Uranium One, creating a uranium producer with a $5 billion market cap. From July 2007 to November 2007, Mr. Melnikov served as Interim Chief Financial Officer and Controller of Tsar Emerald Corporation, a Vancouver based company engaged in the extraction, processing and sale of gemstones. From November 2007 to present, Mr. Melnikov has worked as a self employed financial and accounting consultant in the natural resources sector. Mr. Melnikov holds a masters degree in business administration from American University in Kyrgyzstan.

Jordan Shapiro, Director and Chief Financial Officer

Mr. Shapiro has been a director and our Chief Financial Officer since our inception on February 14, 2006 to present. From 2002 to present, Mr. Shapiro has been the founder and President of Hudson Capital Corporation, a venture capital firm assisting companies in the areas of corporate finance, business development and investor relations. From 1997 to 2002, Mr. Shapiro worked as an investment advisor at Canaccord Capital Corporation, a company in the business of providing financial services and investment advice to private investors and companies in Canada and the United States. At Canaccord Capital, Mr. Shapiro specialized in venture capital financings and derivatives trading. From November 2005 to present, Mr. Shapiro has worked with Hemis Corporation, a public company quoted on the OTC Bulletin Board under the symbol “HMSO.OB”, as an independent contractor to provide financial consulting services in business development.  Mr. Shapiro holds a Bachelor of Arts degree from the University of Western Ontario.

Other than as disclosed above, our directors currently do not serve on the boards of other public companies.

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Significant Employees

There are no individuals other than our executive officer who make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

·   any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·   any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·   being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

·   being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons, we believe that all Section 16(a) reports applicable to our officers, directors and ten-percent stockholders with respect to the fiscal year ended November 30, 2008 were filed.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code. Companies whose equity securities are listed for trading on the OTC Bulletin Board are not currently required to implement a code of ethics.

Director Nominees

As of November 30, 2008 there have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

The functions of the Audit Committee are currently carried out by our Board of Directors.  Our Board of Directors has determined that we do not presently need an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee.  Our Board of Directors has determined that the cost of hiring a financial expert to act as one of our directors and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

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Item 11. Executive Compensation.

The following Summary Compensation Table sets forth the total annual compensation paid or accrued by us to or for the account of the Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”). None of our other executive officers received compensation in excess of $100,000 during the fiscal year ended November 30, 2008.

Summary Compensation

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Oleg Bilinsky President, CEO, Director (1)	2008	0	0	0	0	0	0	0	0
Vitaly Melnikov, CFO, Director (2)	2008	17,938	0	0	348,067 (3)	0	0	0	366,005
Jordan Shapiro, Secretary, Treasurer, Director (4)	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0
	2006 (5)	0	0	0	(6)	0	0	0	0
Gary Chayko (7)	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0
	2006 (5)	0	0	0	(6)	(6)	0	0	0

(1)   Oleg Bilinsky has been our President and Chief Executive Officer since June 24, 2008 and a Director since June 17, 2008.

(2)   Vitaly Melnikov has been our Chief Financial Officer since June 24, 2008 and a Director since June 17, 2008.

(3)   On June 9, 2008, we granted to Vitaly Melnikov options to purchase 500,000 shares of our common stock at an exercise price of $1.50 per share. The stock options will vest at a rate of 125,000 options on December 6, 2008, June 6, 2009, December 6, 2009 and June 6, 2010. They are exercisable until the earlier of two years following their respective vesting dates or upon termination of the option agreement. All non-vested stock options will vest immediately, and may be exercised for a period of ninety days after such occurrence, if during the term of the agreement any non-affiliated third party assumes control of us or acquires substantially all of our assets. As of November 30, 2008, 125,000 options granted to Vitaly Melnikov have vested.

(4)   Jordan Shapiro is a director and our Secretary and Treasurer. He held the position of Chief Financial Officer until his resignation effective June 24, 2008.

(5)   For the period from Inception (February 14, 2006) to November 30, 2006.

(6)   We issued 10,000,000 post-split options to purchase shares of our common stock at an exercise price of $0.00005 to each of Gary Chayko and Jordan Shapiro. These options were cancelled effective July 17, 2008.

(7)   Gary Chayko is our former director, President and Chief Executive Officer. His resignation from these positions became effective on June 24, 2008.

Mr. Melnikov, Mr. Shapiro and Mr. Bilinski each spend approximately 15% of their time on our business.

We pay compensation of Cdn$3,000 per month to Vitaly Melnikov for services as our director.

Except for options granted to Mr. Melnikov as provided below, our executive officers and directors did not receive any other compensation as directors or officers or any benefits.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information concerning unexercised stock options held by the named executive officers as of November 30, 2008. None of the named executive officers exercised any of their stock options during the period from inception (February 14, 2006) to November 30, 2008.

Name	Number Of Securities Underlying Unexercised Options (#) Exercisable/Unexercisable	Option Exercise Price per Share ($)	Option Expiration Date
Vitaly Melnikov	125,000 / 375,000 (1)	1.50	Two years following vesting date (1)

(1)   On June 9, 2008, we granted to Vitaly Melnikov options to purchase 500,000 shares of our common stock at an exercise price of $1.50 per share. The stock options will vest at a rate of 125,000 options on December 6, 2008, June 6, 2009, December 6, 2009 and June 6, 2010. They are exercisable until the earlier of two years following their respective vesting dates or upon termination of the option agreement. All non-vested stock options will vest immediately, and may be exercised for a period of ninety days after such occurrence, if during the term of the agreement any non-affiliated third party assumes control of us or acquires substantially all of our assets.

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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the ownership, as of March 16, 2009, of our common stock by each of our directors, and by all executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of March 16, 2009, there were 81,088,000 common shares issued and outstanding. All persons named have sole voting and investment power with respect to the shares, except as otherwise noted.  The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Annual Report.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Jordan Shapiro (1) 507-700 West Pender Street, Vancouver, British Columbia, V6C 1G8 Canada	29,481,850 (2)	36%  (3)
	Vitaly Melnikov 1130 – 4825 Hazel Street Burnaby, British Columbia, V5H 4N4 Canada	125,000 (2)	(3) (4)
	All Executive Officers and Directors as a Group	29,606,850	36% (3)
Common	Gary Chayko (5)  200 Elgin Street, Suite 202 Ottawa, ON K2P 1L5 Canada	22,100,000 (6)	27% (3)

1 Jordan Shapiro is our director, Secretary and Treasurer.

2 Includes 14,650,000 common shares held by Hudson Capital, a company wholly owned by Jordan Shapiro; 14,831,850 common shares held by Jordan Shapiro; and

3 Calculated based on issued and outstanding shares of 81,088,000 as May 16, 2009, and as if all 20,000,000 options were exercised by Vitaly Melnikov.

4 Less than 1%.

5 Gary Chayko is our former director, President and Chief Executive Officer.

6 Includes 22,100,000 shares owned by Gary Chayko.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function. It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation. Each of our directors is also is a senior officer of the company.

Compensation Committee Report

Our Board of Directors as a whole has revised and discussed the compensation discussion and analysis disclosed in this Form 10-K and based on this review and discussion, has determined that the disclosure be included in this annual report. The directors participating in this deliberate included Oleg Bilinski, Vitaly Melnikov and Jordan Shapiro.

Compensation of Directors

We do not pay our directors any fees for attendance at Board meetings or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.

Change of Control

As of November 30, 2008 we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

During the year ended November 30, 2008, we recognized $4,500 for donated services at $750 per month provided by our former President, Gary Chayko.

We recognized $3,000 for donated rent at $500 per month for office premises provided by Jordan Shapiro, our director, Secretary and Treasurer, From December 1, 2007 to June 1, 2008.

On June 9, 2008, we entered into a consulting agreement with Vitaly Melnikov, our Chief Executive Officer, and agreed to pay to Vitaly Melnikov 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 year ended November 30, 2008, we paid $17,938 in management fees.

As at November 30, 2008, we are indebted to our Chief Financial Officer, Vitaly Melnikov, for $5,014, representing $4,844 in management fees owed and $170 in expenditures paid for on our behalf. The amount due is non-interest bearing, unsecured and due on demand.

On July 3, 2008, we borrowed $50,000 from Hudson Capital Corporation, a company controlled by Jordan Shapiro, our director, pursuant to a loan agreement. Repayment is due on January 31, 2009 or within seven days of our completion of a $1,500,000 financing. The loan is unsecured and bears interest at 5% per annum. As at November 30, 2008, we are also indebted to the lender for $1,668, which is non-interest bearing, unsecured and due on demand.

On October 8, 2008, we entered into a loan agreement with one of our shareholders for $30,000 which is due on October 1, 2009 or within seven days of completion of a financing by us in excess of $800,000. The loan is unsecured and bears interest at 5% per annum.  As at November 30, 2008, we are also indebted to this director for $9,100, representing expenditures paid on our behalf by the director. This amount is unsecured, non-interest bearing and due on demand.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of our total assets for the last fiscal year.

Director Independence

The OTC Bulletin Board on which our common shares are listed on does not have any director independence requirements.  We also do not have a definition of independence as our directors also hold positions executive officer positions with us. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regards to this definition.

Item 14. Principal Accounting Fees and Services

Audit, Audit-Related and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, Manning Elliott for the audit of our consolidated annual financial statements for the years ended November 30, 2007 and November 30, 2008 and any other fees billed for other services rendered Manning Elliott during that period.

AUDIT, AUDIT-RELATED AND NON-AUDIT FEES
Description of Service	Fees (December 1, 2006 to November 30, 2007) ($)		Fees (December 1, 2007 to November 30, 2008) ($)
Audit fees		21,350		24,375
Audit-related fees		-		-
Tax fees		-		5,000
All other fees		-		-
Total		21,350		29,375

Audit Committee Approval

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually. The Board, acting as the audit committee, pre-approved all audit related services for the year ended November 30, 2008

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Part IV

Item 15.  Exhibits, Financial Statement Schedules

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

Exhibits

Exhibit Number	Exhibit Description
3.1	Certificate of Amendment changing our name from LAUD Resources Inc. to MASS Petroleum Inc. (3)
10.1	Share Exchange Agreement with Uraltransneft Co. Ltd. dated May 16, 2008 and addendum thereto (1)
10.2	Consulting Agreement with Vitaly Melnikov for Services as CFO (2)
10.3	Agreement for Loan to Uraltransneft Co. Ltd. dated July 3, 2008 (3)
10.4	Agreement for Loan from Hudson Capital Corporation dated July 3, 2008 (3)
10.5	Agreement for Loan from Mark Levy dated July 3, 2008 (3)
10.6	Financial Services Letter Agreement with Gryphon Trade and Finance LLC dated August 21, 2008
10.7	Option Agreement with Vitaly Melnikov dated October 15, 2008
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 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Included as an exhibit to our Form 8-K filed on May 23, 2008

(2) Included as an exhibit to our Form 8-K filed on June 12, 2008

(3) Included as exhibits to our Form 10-Q filed on July 21, 2008

SIGNATURES

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

	MASS PETROLEUM INC.
Date:  March 17, 2009	By:	/s/ Oleg Bilinski
		Oleg Bilinski
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jordan Shapiro	Secretary, Treasurer, and Director	March 17, 2009
Jordan Shapiro
/s/ Vitaly Melnikov	Chief Financial Officer and Director	March 17, 2009
Vitaly Melnikov

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