The following discussion and analysis of our financial condition, plan of operation and liquidity should be read in conjunction with our unaudited consolidated condensed financial statements and the notes thereto included in Part I, Item 1 of this quarterly report on Form 10-Q, and our audited financial statements and the notes thereto and our Management's Discussion and Analysis or Plan of Operation contained in our annual report on Form 10-K for the fiscal years ended March 31, 2008 and 2007.

OVERVIEW

Glen Rose Petroleum Corporation was incorporated in Delaware in 2008 exclusively for the purpose of entering into a Reincorporation Merger Agreement with United Heritage Corporation, incorporated in Utah in 1982, which provides that Glen Rose Petroleum Corporation will be the surviving corporation, and has assumed all of our assets and liabilities, including obligations under our outstanding indebtedness and contracts. United Heritage Corporation will cease to exist as a corporate entity. Its board of directors and our officers will become the board of directors and officers of Glen Rose for identical terms of office. Its subsidiaries will become the subsidiaries of Glen Rose.

Through our subsidiary, UHC Petroleum Corporation, we operate the Wardlaw Field, located approximately 28 miles west of Rocksprings in Edwards County, Texas. The Wardlaw Field lies in the southeast portion of the Val Verde Basin with oil production from the field coming from the Glen Rose formation at a depth of less than 600 feet. The leaseholds consist of approximately 10,502 gross acres of which approximately 10,360 gross acres are undeveloped. The leaseholds include 130 wellbores. Of these wells, approximately 44 are currently capable of producing. We are in the process of evaluating the remaining wells. UHC Petroleum has a gross working interest of 100% and a net revenue interest of 75% of the Wardlaw Field production. The original lease term was extended by a period of 90 days each time a well was drilled; therefore, based on prior drilling, the primary lease term is currently extended to 2013.

On May 23, 2008, by way of a 14C our shareholders' approved a private placement to accredited investors in which a total of 550,000 shares of our common stock at a price of $0.75 per share were issued for gross proceeds of $412,500.

On May 27, 2008, the Company signed a letter of intent ("LOI") to sell for $2.5 million a 50% interest in 2,560 acres (25%) of its Wardlaw Field to Wind Hydrogen Limited ("WHL"), a company listed on the Australian Stock Exchange ("ASX"). On July 23, 2008, the Company entered into a definitive agreement relating to the transaction referenced in the LOI. In addition to the initial purchase, WHL also purchased two options for 2,560 additional acres each to expand the venture.

On June 12, 2008, WHL purchased 150,000 shares at $0.75 per share for $112,500 of the $500,000 private placement. This increased cash and Shareholders' Equity.

On June 12, 2008, WHL purchased 150,000 shares at $1.05 per share for $157,500. This increased cash and Shareholders' Equity.

On July 3, 2008, approximately 54% of the holders of the Lothian Put Option of $2,147,770 as recorded in balance sheet elected to convert to common stock of the Company at a price of $0.75 per share. This reduced that current liability by $1,166,669. At the same time, approximately 41% of the Lothian Put Option holders elected to extend their options until December 31, 2009. The effect is to reduce the short term liability and create a long term liability for the same amount of $870,835. One unit holder did not make an election during the polling period. Therefore, approximately 5% of the Lothian Put Option liability will remain as a current liability for the amount of $110,268. These transactions have not closed, and are contingent upon the completion of the definitive agreements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q and other reports filed from time to time with the Securities and Exchange Commission by Glen Rose Petroleum Corporation (referred to as the "Company", "we", "us" or "our"), contains certain forward-looking statements and information based upon the beliefs of, and currently available to, our management, as well as estimates and assumptions made by our management regarding the Company's financial condition, future operating performance, results of operations and other statements that are not statements of historical fact. The words "expect", "project", "estimate", "believe", "anticipate", "intend", "plan", "forecast" or the negative of these terms and similar expressions and variations thereof are intended to identify such forward-looking statements. These forward-looking statements appear in a number of places in this Form 10-Q and reflect the current view of our management with respect to future events. Such forward-looking statements are not guarantees of future performance and are subject to certain important risks, uncertainties, assumptions and other factors relating to our industry and operations which could cause results to differ materially from those anticipated, believed, estimated, expected intended or planned. Some of these risks include, among other things:

· whether we will be able to find financing to continue our operations;

· whether there are changes in regulatory requirements that will adversely affect our business;

· environmental risks;

· volatility in commodity prices, supply of, and demand for, oil and natural gas;

· whether the recovery methods that we use in our oil and gas operations are successful;

· the ability of our management to execute its plans to meet its goals;

· general economic conditions, whether internationally, nationally, or in the regional and local markets in which we operate, which may be less favorable than expected;

· the difficulty of estimating the presence or recoverability of oil and natural gas reserves and future production rates and associated costs;

· the ability to retain key members of management and key employees;

· drilling and operating risks and expense cost escalations; and

· other uncertainties, all of which are difficult to predict and many of which are beyond our control.

Except as otherwise required by law, we undertake no obligation to update any of the forward-looking statements contained in this quarterly report Form 10-Q after the date of this report.

GOING CONCERN STATUS

Our financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. As of the filing date of this quarterly report on Form 10-Q, we have incurred substantial losses from our operations and we have a working capital deficit which raises substantial doubt as to our ability to continue as a going concern. We had net loss of $658,792 for the three months ended June 30, 2008 and a net loss of $3,251,650 for the fiscal year ended March 31, 2008, and, as of the same periods, we had an accumulated deficit of $46,909,588 and $46,250,796, respectively. Unless we are able to obtain the financing we need to develop our properties, there can be no assurance that we will be able to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies, including the assumptions and judgments underlying those policies, are more fully described in the notes to our audited financial statements contained in our annual reports on Forms 10-K for the fiscal year ended March 31, 2008, and on Form 10-KSB for the fiscal year ended March 31, 2007. We have consistently applied these policies in all material respects. Investors are cautioned, however, that these policies are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially. Set forth below are the accounting policies that we believe most critical to an understanding of our financial condition and liquidity.

OFF-BALANCE SHEET ARRANGEMENTS

May 27, 2008, the Company signed a letter of intent ('LOI'), to sell for $2.5 million a 50% interest in 2,560 acres (25%) of its Wardlaw Field to Wind Hydrogen Limited ('WHL'), a publicly-listed company on the Australian Stock Exchange ('ASX'). The Wardlaw lease is a 10,502 gross acre field located in Edwards County, Texas. In addition, WHL purchased two options to expand the venture for 2,560 acres each. The WHL joint venture definitive Participation Agreement was completed on July 23, 2008.

RESULTS OF OPERATIONS

The following selected financial data for the three months ended June 30, 2008
as compared to the three months ended June 30, 2007 are derived from our
unaudited consolidated condensed financial statements included in Part I, Item 1
of this quarterly report on Form 10-Q and is qualified in its entirety by and
should be read in conjunction with such financial statements and related notes
contained therein.

                                        Three months ended
                                              30-Jun
                                        2008          2007
                                                   (Restated)
                                            (Unaudited)
Income Data
Revenues                             $    15,209   $     3,860
Depreciation and depletion                   867           338
Total operating costs and expenses       673,252       443,644

Loss from operations                    (658,043 )    (439,784 )

Income tax                                     -

Net loss                             $  (658,792 ) $  (195,006 )

Basic and diluted loss per share     $     (0.07 ) $     (0.03 )
Weighted average
Number of shares outstanding           9,694,910     6,446,850

Oil and Gas Results

Our revenues increased $11,349, or approximately 294%, from $3,860 for the three months ended June 30, 2007, to $15,209 for the three months ended June 30, 2008. The Wardlaw Field in Edwards County, Texas, is producing approximately 5.7 barrels of oil per day.

Our total operating costs and expenses increased $229,608, or approximately 52%, from $443,644 for the three months ended June 30, 2007, to $673,252 for the three months ended June 30, 2008. This increase in our operating expenses was primarily attributable to an increase in production and operating costs, which mainly was maintenance and repairs, plus approximately $99,477 expense from the stock options issued during the three months ended June 30, 2008.

Our depreciation and depletion decreased by $529, or approximately 157%, from $338 for the three months ended June 30, 2007, to $867 for the three months ended June 30, 2008. General and administrative expenses increased $236,248, or approximately 120%, from $197,176 for the three months ended June 30, 2007, to $433,424 for the three months ended June 30, 2008. This increase is primarily attributable to stock compensation expenses. Our option put rights expense decreased from $69,728 for the three months ended June 30, 2007, to $0 for the three months ended June 30, 2008. This decrease in our option put rights expense is attributable to the fact that the options matured on April 1, 2008 and the Company is currently in negotiations with the holders to restructure the agreement.

Our loss from operations increased from $439,784 for the three months ended June 30, 2007, to $658,043 for the three months ended June 30, 2008. This change in our loss from operations is primarily attributable to an increase in consulting expenses incurred as well as stock expense associated with compensatory options awarded management and consultants.

Our net loss increased $463,786, from $195,006 for the three months ended June 30, 2007, to $658,792 loss for the three months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our revenues have not been adequate to support our operations and we do not expect that this will change in the near future.

Current liabilities also increased from $2,870,071 at March 31, 2008 to $3,171,921 at June 30, 2008, an increase of $301,850 or approximately less than 11%.

We have a working capital deficit of $2,873,425 at June 30, 2008 as compared to a working capital deficit of $2,714,405 at March 31, 2008, an increase of $159,020 or approximately 6%. The increase in our working capital deficit resulted primarily from the increase in our current liabilities.

Shareholders' equity increased $10,685 from $3,116,495 at March 31, 2008, to $3,127,180 at June 30, 2008.

There was an increase of $313,779 or approximately 5% in our total assets, from $6,074,484 at March 31, 2008 to $6,388,263 at June 30, 2008.

Cash Flow

Our operations used $528,715 of cash in the three months ended June 30, 2008. This is primary due to a net loss of $658,792.
Cash of $170,815 was used in investing activities during the three months ended June 30, 2008. In comparison, during the three months ended June 30, 2007 we used $0 in cash to improve our oil and gas properties and equipment.

At June 30, 2008 we had cash on hand in the amount of $186,239 as compared to $37,676 at June 30, 2007.

The sale price of oil produced by our Wardlaw Field increased by $62.08 a barrel, or approximately 162%, from $38.33 a barrel for the three months ended June 30, 2007, to $100.41 a barrel for the three months ended June 30, 2008. Production costs for the three months ended June 30, 2008 increased $157.15, or approximately 109%, from $144.79 a barrel for the three months ended June 30, 2007, to $301.94 a barrel for the year ended March 31, 2008.

Without activity in the Wardlaw Field, we believe that our expenses will decrease significantly; however, we have a funded plan to begin reworking the existing well bores, drill three test wells, and to commence a pilot flooding program consisting of four injection wells and three producing well during the next twelve months. There can be no assurance of success, and unless production and sales of oil and gas significantly increase, we may not be able to attain profitability, or even be able to continue as a going concern.

Except as otherwise discussed in this quarterly report, we know of no trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity or on our net sales or revenues from continuing operations. We do not currently have any commitments for capital expenditures for the next twelve months.