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, 2009 and 2008.

OVERVIEW

Glen Rose Petroleum Corporation ("Glen Rose") is a Delaware corporation formed in 2008. The Company was previously United Heritage Corporation, a Utah corporation that was formed in 1981 and was reincorporated in Delaware in 2008. The reincorporation entailed a reincorporation merger agreement between Glen Rose Petroleum Company and United Heritage Corporation, but there were no substantive changes in assets or personnel and we also have continuous financial reporting through the reincorporation.

Glen Rose owns UHC Petroleum Corporation ("Petroleum"), a Texas corporation, which is a licensed operator with the Texas Railroad Commission. Petroleum is an independent producer of natural gas and crude oil based in Dallas, Texas. Petroleum operates the Wardlaw Field. The Wardlaw Field lies in Edwards County, Texas in the southeast portion of the Val Verde Basin and is approximately 28 miles west of Rocksprings and 550 miles west of Dallas. Current oil production from the field comes from the Glen Rose formation at a depth of less than 600 feet. The Company's petroleum leaseholds consist of approximately 10,502 gross acres, of which more than 10,000 acres are undeveloped. The leaseholds include 103 wellbores. Of these wells, approximately 90 are currently capable of producing and 44 wells are producing. We are in the process of evaluating the wells' design and are developing a detailed plan for the shallow (less than 1,000 feet depth) formation of the entire field. Petroleum has a gross working interest of 100% and a net revenue interest of 75% of the Wardlaw Field. The lease terms provide that the leases on our entire acreage is extended by a period of 90 days each time a well (successful or not) is drilled; therefore, based on drilling to date, the primary lease term currently extended to 2014.

Currently we have one customer who buys 100% of our production; but we believe that other purchasers are available for our production. Our customer risk primarily stems from the purchaser's solvency relating to outstanding balances. The purchaser has historically timely paid and we have no information that would indicate that it would be unable to continue paying in the future.

We have no patents, trademarks, material license agreements, franchises, or labor contracts.

In addition to Petroleum, Glen Rose also owns UHC Petroleum Services Corporation ("Services") a Texas corporation; UHC New Mexico Corporation, a New Mexico corporation; and National Heritage Sales Corporation, a Texas corporation. UHC New Mexico Corporation and National Heritage Sales Corporation have not operated for a number of years, and the Company may wind up these corporations in the coming year.

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 data 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/produce cash flows to continue/expand our operations;

·

whether changes in regulatory requirements 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 or will use in our oil and gas operations succeed;

·

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 $279,004 for the three months ended June 30, 2009 and a net loss of $2,181,974 for the fiscal year ended March 31, 2009. As of the same periods, we had an accumulated deficit of $48,711,774 and $48,432,770, respectively. Unless we are able to attract the financing needed to develop our properties, there can be no assurance that we will be able to continue as a going concern.

Management is currently reviewing the Company's operations with the intent of increasing revenue and reducing expenses. In addition, Management is also seeking funding with third parties through the issuance of debt and equity. In addition, we are also in discussions with third parties regarding sharing arrangements relating to our interest in the Wardlaw Field including farm outs. There is no assurance that our attempts to obtain funding or find a suitable party in connection with the further development of the Wardlaw Field will be successful.

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 years ended March 31, 2009 and March 31, 2008. 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.

Oil and Gas Properties

Proved Reserves - Proved reserves are defined by the Securities and Exchange Commission as those volumes of crude oil; condensate, natural gas liquids and natural gas that geological and engineering data demonstrate with reasonable certainty are recoverable from known reservoirs under existing economic and operating conditions. Proved developed reserves are volumes expected to be recovered through existing wells with existing equipment and operating methods. Although our engineers are knowledgeable of and follow the guidelines for reserves established by the Securities and Exchange Commission, the estimation of reserves requires engineers to make a significant number of assumptions based on professional judgment. Reserve estimates have been updated at least annually and consider recent production levels and other technical information about each well. Estimated reserves are often subject to future revision, which could be substantial, based on the availability of additional information including:
reservoir performance, new geological and geophysical data, additional drilling, technological advancements, price changes and other economic factors. Changes in oil and gas prices can lead to a decision to start-up or shut-in production, which can lead to revisions to reserve quantities. Reserve revisions in turn cause adjustments in the depletion rates utilized by the Company. The Company cannot predict what reserve revisions may be required in future periods.

Depletion rates are determined based on reserve quantity estimates and the capitalized costs of producing properties. As the estimated reserves are adjusted, the depletion expense for a property will change, assuming no change in production volumes or the costs capitalized. Estimated reserves are used as the basis for calculating the expected future cash flows from a property, which are used to determine whether that property may be impaired. Reserves are also used to estimate the supplemental disclosure of the standardized measure of discounted future net cash flows relating to oil and gas producing activities and reserve quantities in Note 15 to the consolidated financial statements in our March 31, 2009 Form 10-K. Changes in the estimated reserves are considered changes in estimates for accounting purposes and are reflected on a prospective basis.

We employ the full cost method of accounting for our oil and gas production assets, which are located in the southwestern United States. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and gas properties are capitalized and accumulated in cost centers on a country-by-country basis. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center is depleted on the equivalent unit-of-production basis using proved oil and gas reserves as determined by independent petroleum engineers.

Net capitalized costs are limited to the lower of unamortized cost net of related deferred tax or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on un-escalated year-end prices and costs;
(ii) the cost of properties not being amortized; (iii) the lower of cost or market value of unproved properties included in the costs being amortized; less
(iv) income tax effects related to differences between the book and tax basis of the oil and gas properties.

The ceiling test is affected by a decrease in net cash flow from reserves due to higher operating or finding costs or reduction in market prices for natural gas and crude oil. These changes can reduce the amount of economically producible reserves. If the cost center ceiling falls below the capitalized cost for the cost center, we would be required to report an impairment of the cost center's oil and gas assets at the reporting date.

Impairment of Properties - We will continue to monitor our long-lived assets recorded in oil and gas properties in the consolidated balance sheet to ensure they are fairly presented. We must evaluate our properties for potential impairment when circumstances indicate that the carrying value of an asset could exceed its fair value. A significant amount of judgment is involved in performing these evaluations since the results are based on estimated future events. Such events include a projection of future oil and natural gas sales prices, an estimate of the ultimate amount of recoverable oil and gas reserves that will be produced from a field, the timing of future production, future production costs, and future inflation. The need to test a property for impairment can be based on several factors, including a significant reduction in sales prices for oil and/or gas, unfavorable adjustment to reserves, or other changes to contracts, environmental regulations or tax laws. All of these factors must be considered when testing a property's carrying value for impairment. We cannot predict whether impairment charges may be required in the future.

Revenue Recognition - Oil and gas production revenues are recognized at the point of sale. Production not sold at the end of the fiscal year is included as inventory.

Income Taxes - Included in our net deferred tax assets are approximately $16.5 million of potential future tax benefits from prior unused tax losses. Realization of these tax assets depends on sufficient future taxable income before the benefits expire. We are unsure if we will have sufficient future taxable income to utilize the loss carry-forward benefits before they expire. Therefore, we have provided an allowance for the full amount of the net deferred tax asset. Moreover, our recent change of majority ownership significantly reduced our ability to carry forward our net operating losses.

Accounting Estimates - Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. In particular, there is significant judgment required to estimate oil and gas reserves, impairment of unproved properties and asset retirement obligations. Actual results could vary significantly from the results that are obtained by using management's estimates.

RESULTS OF OPERATIONS

The following comparison of selected financial data for the three months ended
June 30, 2009 financial data of the three months ended June 30, 2008 are derived
from our unaudited consolidated condensed financial statements included in Part
I, Item 1 of this quarterly report on Form 10-Q. This information is qualified
in its entirety by, and should be read in conjunction with, such financial
statements and related notes contained therein.

                                                              Three Months Ended
                                                                   June 30,
                                                            2009              2008
Income Data
Revenues                                                $     35,210      $    15,209
Depreciation and depletion                                    17,225              867
Total operating costs and expenses                           312,750          673,252

Loss from operations                                        (277,540)        (658,043)

Income tax                                                         -                -

Net loss                                                $   (279,004)     $  (658,792)


Basic and diluted loss per share                        $      (0.03)     $     (0.07)

Weighted average number of shares
outstanding                                               10,816,200        9,694,910

Oil and Gas Results

Our revenues increased $20,001, or approximately 132%, from $15,209 for the three months ended June 30, 2008, to $35,210 for the three months ended June 30, 2009. Oil production from our wells located on the Wardlaw Field in Edwards County, Texas, is currently approximately 15 barrels of oil per day to our interest.

Our total operating costs and expenses decrease $360,502, or approximately 54%, from $673,252 for the three months ended June 30, 2008, to $312,750 for the three months ended June 30, 2009. The decrease in our operating expenses was primarily attributable to decreases in stock compensation expense and other general and administrative expenses for the three months ended June 30, 2009.

Our depreciation and depletion increased by $16,358, or approximately 1,887%, from $867 for the three months ended June 30, 2008, to $17,225 for the three months ended June 30, 2009. General and administrative expenses decreased $178,941, or approximately 41%, from $433,424 for the three months ended June 30, 2008, to $254,483 for the three months ended June 30, 2009. This decrease in our general and administrative expenses during the current three month period is primarily attributable to reduced engineering costs, legal fees, and accounting and other professional fees.

Our loss from operations decreased from $658,043 for the three months ended June 30, 2008, to $277,540 for the three months ended June 30, 2009. This change in our loss from operations is primarily attributable to a decrease in consulting and stock compensation expenses as well as increases in oil sales.

Our net loss decreased $379,788, from $658,792 for the three months ended June 30, 2008, to $279,004 loss for the three months ended June 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our revenues have not been adequate to support our operations. We anticipate that this will change in the near future as a result of our combined capital raising and development efforts, combined with operating changes.

Current liabilities also increased from $2,948,077 at March 31, 2009 to $3,144,216 at June 30, 2009, an increase of $196,139 or approximately 6%.

We have a working capital deficit of $2,940,726 at June 30, 2009 as compared to a working capital deficit of $2,702,752 at March 31, 2009, an increase of $237,974 or approximately 9%. The increase in our working capital deficit resulted primarily from the increase in our current liabilities due to increases in development and production costs during the quarter ending June 30, 2009.

Shareholders' equity decreased $276,335 from $3,184,342 at March 31, 2009, to $2,908,007 at June 30, 2009.

There was an increase of $28,320, or approximately less than 1% in our total assets, from $6,249,381 at March 31, 2009 to $6,277,701 at June 30, 2009.

Cash Flow

Our operations used $55,095 of cash in the three months ended June 30, 2009. This is primary due to a net loss of $279,004. Cash of $56,704 was used in investing activities during the three months ended June 30, 2009, which consisted of $80,800 paid for improvements to our oil and gas properties, $6,500 paid for purchases of property and equipment, and $19,937 received from principal repayments on a related party note receivable from Bowie Operating Company, LLC. In comparison, during the three months ended June 30, 2008 we used $170,815 in cash to improve our oil and gas properties and purchase equipment.

During the three months ended June 30, 2009, the Company has received the balance remaining of the January 2009 Blackwood Ventures LLC Sub Debt financing of $105,000.

At June 30, 2009, we had cash on hand in the amount of $3,329 as compared to $186,239 at June 30, 2008.

The sale price of oil produced by our Wardlaw Field decreased by $48.18 a barrel, or approximately 48%, from $100.41 a barrel for the three months ended June 30, 2008, to $52.23 a barrel for the three months ended June 30, 2009. Production costs per barrel of oil produced for the three months ended June 30, 2009 decreased $90.85, or approximately 67%, from $135.87 a barrel for the three months ended March 31, 2009, to $45.02 a barrel for the three months ended June 30, 2009.

If we did not increase activity in the Wardlaw Field, we believe that our expenses would decrease significantly; however, we have a plan to begin reworking 44 of the existing well bores, as part of a pilot flooding program which will commence upon raising of the necessary funding. 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 significant commitments for capital expenditures for the next twelve months, but do have significant plans, depending upon success of the pilot flooding program and our success in attracting capital.

ITEM 3.

CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. This evaluation was undertaken in consultation with our accounting personnel. Based on the evaluation, information about which is included in the following paragraph, our Chief Executive Officer and Chief Financial Officer concluded that, due to the loss of a number of employees, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There have been no material changes in internal control over financial reporting during the first quarter that could materially affect or is reasonably likely to affect our internal control over financial reporting.

Glen Rose Petroleum Corporation's management is responsible for establishing and maintaining systems of adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In the year ending March 31, 2009 Glen Rose Petroleum Corporation's management team assessed several of its internal control over financial reporting in accordance with the standards set forth by the Public Company Accounting Oversight Board ("PCAOB") in the United States.

In management's opinion, based on the assessment completed for the year ended March 31, 2009, that was completed after June 30, 2009 and is relevant for three-month time period ending June 30, 2009 as well, the internal controls over financial reporting are not operating effectively due to limited personnel and a lack of segregation of duties. Because of the limited personnel and lack of segration of duties, management determined that a material weakness existed in the processes, procedures and controls related to the preparation of our quarterly and annual financial statements. This material weakness could result in the reporting of financial information and disclosures in future consolidated annual and interim financial statements that are not in accordance with generally accepted accounting principles.

During the course of their evaluation our Chief Executive Officer and Chief Financial Officer did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than as described above, there were no changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.