Item. 1.01 Entry into Material Definitive Agreements

On July 23, 2008, Glen Rose Petroleum Corporation entered into a definitive participation agreement with WHL Energy Limited, an Australian corporation listed on the Australian Stock Exchange under the "WHN" symbol. Under the agreement Glen Rose Petroleum Corporation will sell a 50% interest in 2,560 acres of its Wardlaw Field for $2.5 million. The participation agreement also gives WHL Energy Limited an option to pursue two additional 2,560 acre phases for non-refundable payments of $3.00 million and $4.00 million respectively, with the same 50% carried interest by the Company in the amount advanced by WHL Energy Limited. In addition, WHL Energy Limited retains an Area of Mutual Interest, to allow the joint expansion of our base activity as well as the option to participate in drilling activity deeper than the Glen Rose formation.

On July 23, 2008, Glen Rose Petroleum Corporation entered into an agreement and mutual release with Chadbourn Securities, Inc. that terminated the agreement between United Heritage Corporation and Chadbourn Securities, Inc. dated January 16, 2008 relating to the placement of securities and other services as of May 19, 2008 and provided a release of all claims by both parties under the January 16, 2008 agreement. The Agreement dated as of May 19, 2008 also requires Glen Rose Petroleum Corporation to deliver 25,000 of its restricted common shares to Chadbourn Securities, Inc. and provide piggy-back registration rights for those shares.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Press release dated July 21, 2008 Exhibit 99.2 - Press release dated July 24, 2008 Exhibit 99.3 - Participation Agreement with WHL Energy, Ltd.
Exhibit 99.4 - Agreement and Mutual Release with Chadbourn Securities, Inc.