Audit Report or Completed Interim Review

Glen Rose Petroleum Corporation has restated its financial statements as of and
for the six months ended September 30, 2008 in its Form 10-Q for the period
ending December 31, 2008. The restatement was made primarily to reclass certain
lease operating expenses that should have been capitalized. The impact of such
restatement to the financial statements as of September 30, 2008 is:

                                               As of September 30, 2008
                                      As Originally
                                          Presented     Adjustments    As Restated
Consolidated Condensed Balance Sheet
Total current assets                 $      958,731 $             - $      958,731
Total assets                              6,615,734    1)   178,603      6,794,337
Total current liabilities                 3,128,470    1)    18,789      3,147,259
Total liabilities                         3,218,876    1)    18,789      3,237,665
Accumulated deficit                    (47,782,927)    1)       525   (47,623,113)
Total stockholder's equity           $    3,396,858 $  1)   159,814 $    3,556,672




                                                      For Six Months Ended
                                                       September 30, 2008
                                         As Originally
                                             Presented      Adjustments    As Restated
Consolidated Condensed Statement of
Operations
Total revenue                           $       72,871                - $       72,871
Total operating costs and expenses           1,604,254  1)    (159,814)      1,444,440
Loss from operations                       (1,531,382)  1)      159,814    (1,371,568)
Net income (loss)                          (1,532,131)  1)      159,814
Net income (loss) per share:
Basic and Diluted                       $       (0.16)                  $       (0.14)

1) To reclassify amounts that were reported as lease operating expenses that should have been reported as capital assets. The liabilities were affected due to reclassification of payables. The Company reviewed costs which were charged to operations as lease operating expenses and determined that these expenses should have been capitalized as development cost. This restatement is being made to reflect the proper treatment of these costs.

On September 25, 2008 the Company changed its independent auditor to Jonathon P. Reuben CPA an Accountancy Corporation. The Company's previous independent auditor required the relevant expenditures to be expensed. The Company's current independent auditor advised the Company to capitalize the expenditures as described herein.

The Company's audit committee discussed the restatement in connection with its review and approval of the Form 10-Q for the period ending December 31, 2008 that was filed on February 23, 2009.

Authorized officers discussed the restatement with the independent auditor. Company management discussed whether to expense or capitalize the relevant expenditures with its current auditor. The auditor agreed with management that these expenditures should be capitalized rather than expensed. The Company's audit committee concurred. Although this decision was the result of discussions over several weeks, actual notice of concurrence from the independent auditor was concurrent with the auditor's review of the Company's financial statements completed February 23, 2008.

The Company's independent auditor has been provided a copy of this Form 8-K, and the Company asked its independent auditor to send the Securities and Exchange Commission stating whether it concurs with the restatement. A copy of the Company's independent auditor letter in response is attached herewith as Exhibit 4.02 to this Amended Form 8-K.

Exhibit 4.02-1 - Letter dated March 27, 2009 from Jonathon P. Reuben CPA an Accountancy Corporation

Exhibit 4.02-2 - Letter dated March 27, 2009 from Jonathon P. Reuben CPA an Accountancy Corporation