---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
[              
 ] to
[              
 ]

Commission file number 333-139045

USR TECHNOLOGY, INC.(Name of small business issuer in its charter)

|Nevada                                             | 26-1875304                          
|-------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or   | (I.R.S. Employer Identification No.)
|organization)                                      |                                     
|                                                   |                                     
|20333 State Highway 249, Suite 200, Houston, Texas | 77070                               
|(Address of principal executive offices)           | (Zip Code)                          

Issuer's telephone number 281.378.8029Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title of class)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the past
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 [X]    No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will 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-KSB or any amendment to this Form 10-KSB.Yes
[X]    No [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ 
 ]    No [X]

---

State issuer's revenues for its most recent fiscal year:
$238,493

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

12,200,017 common shares @ $0. 90(1) = $10,980,015

(1)Closing Stock Price on December 11, 2008

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 15,020,017shares of common stock as at December 11, 2008.

---

TABLE OF CONTENTS



|ITEM 1:     | DESCRIPTION OF BUSINESS                                                                                                                           | 4 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --
|            |                                                                                                                                                   |   
|ITEM 2:     | DESCRIPTION OF PROPERTY                                                                                                                           | 11
|            |                                                                                                                                                   |   
|ITEM 3:     | LEGAL PROCEEDINGS                                                                                                                                 | 11
|            |                                                                                                                                                   |   
|ITEM 4:     | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                               | 11
|            |                                                                                                                                                   |   
|ITEM 5:     | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
      AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES                           | 11
|            |                                                                                                                                                   |   
|ITEM 6:     | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                         | 12
|            |                                                                                                                                                   |   
|ITEM 7:     | FINANCIAL STATEMENTS                                                                                                                              | 16
|            |                                                                                                                                                   |   
|ITEM 8:     | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                                                        | 24
|            |                                                                                                                                                   |   
|ITEM 8A(T): | CONTROLS AND PROCEDURES                                                                                                                           | 24
|            |                                                                                                                                                   |   
|ITEM 8B:    | OTHER INFORMATION                                                                                                                                 | 25
|            |                                                                                                                                                   |   
|ITEM 9:     | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
      AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT | 25
|            |                                                                                                                                                   |   
|ITEM 10:    | EXECUTIVE COMPENSATION                                                                                                                            | 28
|            |                                                                                                                                                   |   
|ITEM 12:    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                                                   | 31
|            |                                                                                                                                                   |   
|ITEM 13:    | EXHIBITS AND REPORTS                                                                                                                              | 31
|            |                                                                                                                                                   |   
|ITEM 14:    | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                                            | 33

---

PART I

ITEM
1:           DESCRIPTION OF
BUSINESS

Forward Looking Statements

This annual report contains forward-looking statements as that
term is defined in section 27A of the United States Securities Act of 1933, as
amended, and section 21E of the United States Securities Exchange Act of 1934,
as amended. These statements relate to future events or our future results of
operation or future financial performance. In some cases, you can identify
forward-looking statements by terminology such as may, should, intends,
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, including the risks in the section
entitled Risk Factors which may cause our or our industrys actual results,
levels of activity or performance to be materially different from any future
results, levels of activity or performance 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 or performance. You should not place undue reliance on these
statements, which speak only as of the date that they were made. These
cautionary statements should be considered with any written or oral
forward-looking statements that we may issue in the future. Except as required
by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to reflect actual results, later events or circumstances or to
reflect the occurrence of unanticipated events.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the shares of common stock in our capital stock.

As used in this annual report and unless otherwise indicated,
the terms we, us, our, our company and USR refer to USR Technology,
Inc.

Corporate Overview

We were incorporated in the State of Nevada on September 30,
2005 under the name Heritage Explorations Inc. At inception, we were an
exploration stage company engaged in the exploration of mineral properties. On
August 6, 2006, we entered into a mineral property option agreement, wherein we
were granted an option to acquire a 100% undivided right, title and interest in
a total of 2 mineral claim units, known as the Strathy Township claim block,
located in the Sudbury Mining Division of Ontario, Canada.

On November 1, 2007, based on information that we had available
to us, we determined that the Strathy Township property did not, in all
likelihood, contain a commercially viable mineral deposit, and we therefore
terminated the option agreement. As a result, we investigated several other
business opportunities to enhance shareholder value, and focused on the services
sector of the oil and gas industry, specifically the provision of directional
drilling services to international oil and gas companies, with emphasis on
Ultra-Short Radius (USR), Short Radius (SR) and slim hole applications.

On April 16, 2008, the Secretary of State of Nevada accepted
for filing a Certificate of Change with respect to a six for one forward stock
split of our authorized and issued and outstanding shares of common stock, as
approved by our board of directors. As a result, our authorized capital
increased from 75,000,000 shares of common stock with a par value of $0.001 to
450,000,000 shares of common stock with a par value of $0.001. Our issued and
outstanding share capital increased from 5,960,000 shares of common stock to
35,760,000 shares of common stock.

Effective June 20, 2008, the Secretary of State of Nevada
accepted for filing Articles of Merger wherein we merged with our wholly owned
subsidiary and changed our name to USR Technology, Inc. The change of name
became effective with the OTC Bulletin Board of June 26, 2008 and our shares
began trading under the symbol USRT.

---

Also on June 20, 2008, John L. Ogden resigned as President of the Company and was appointed Chairman and J. David LaPrade was appointed as President and a Director. Mr. LaPrade has extensive experience in the oil and gas sector, specifically in the
drilling of ultra short radius wells. He joined to lead the Company in its deployment of USR, SR and other directional drilling services and proprietary well intervention technologies, including Rotary Steerable Tools and USR Mud Motors that are
specifically designed to exploit remaining reserves, increase production from marginal wells, restore production from shut in wells and reduce water production.

Effective July 1, 2008, we appointed Kamonchai Kesonpat as our Chief Operating Officer.

Effective September 17, 2008, we effected a three (3) old for one (1) new reverse stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital decreased from 450,000,000 shares of common stock with a par
value of $0.001 to 150,000,000 shares of common stock with a par value of $0.001and our issued and outstanding shares decreased from 37,976,967 shares of common stock to 12,658,989 shares of common stock. The reverse stock split became
effective with the Over-the-Counter Bulletin Board at the opening for trading on September 17, 2008 under the new stock symbol USRI. Our new CUSIP number is 903406 206.

On November 10, 2008, J. David LaPrade resigned as President and a Director of the Company and Kamonchai Kesonpat resigned as Chief Operating Officer of the Company. As a result of the resignations of Mr. LaPrade and Mr. Kesonpat, Mr. John Ogden was
appointed as President and remains as Chairman. Our board of directors now consists solely of John Ogden.

Our Current Business

Until recently we were a company focused on the services sector of the oil and gas industry, specifically the provision of drill site supervision and directional drilling services to international oil and gas companies, with emphasis on Ultra-Short
Radius (USR), Short Radius (SR) and slim hole applications.

On August 22, 2008, we entered into an asset purchase agreement with Shuayb K. Al Suleimany wherein we agreed to acquire certain assets consisting of a variety of drilling equipment including drill bits, stabilizers, survey equipment, and two
wireline trucks including tools and related components. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of the drilling equipment occurred on August 26, 2008. In accordance with the closing of the
asset purchase agreement, we issued 738,989 restricted shares of our common stock issued at a price of $1.00 per share to Shuayb K. Al Suleimany. Mr. Suleimany is a non-US person (as that term is defined in Regulation S of the Securities Act of
1933, as amended) and the shares were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

On July 3, 2008, we entered into a letter of intent with a French company Euroslot S.A.S. concerning the granting by Euroslot of a $1,000,000 credit against the future supply of certain assets, called Snake ScreenTM(the
Credit) and an exclusive 20 year worldwide license (the License), excluding France, Iran and Russia, to use and market the Snake ScreenTMtechnology. This worldwide license is valued at $1,000,000.

On September 26, 2008, we entered into a definitive asset purchase agreement and license agreement with Euroslot for the Credit and License. The closing of the transaction occurred on September 26, 2008. In consideration for the Credit and License,
we issued 2,000,000 post consolidated restricted shares of our common stock, issued at a price of $1.00 per share, to Euroslot.

We previously announced that we had entered into letters of intent for potential acquisitions from Well Flow International and Hydrocarbon Resources Development Co. (P) Ltd. These letters of intent expired on October 31, 2008.

Subsequent to our year ended August 31, 2008, we ceased all operations pending the receipt of additional financing. We require equity financing from the sale of our common stock to be able to execute our business plan and continue to make further
acquisitions. At this time we are not able to proceed with providing oil and gas drilling

---

services and may be required to rescind or unwind our acquisitions from Shuayb K. Al Suleimany and Euroslot S.A.S.

Upon receipt of additional financing, management will review our business plan at that time.

Principal Products and Services

Prior to the Company ceasing operations, we intended to deploy proprietary well intervention technologies that were specifically designed to exploit remaining reserves, increase production from marginal wells, restore production from shut in wells
and minimize production of undesired fluids.

As stated above, we require equity financing from the sale of our common stock to be able to execute our business plan and continue to make further acquisitions. At this time we are not able to proceed with providing oil and gas drilling services
and may be required to rescind or unwind our acquisitions from Shuayb K. Al Suleimany and Euroslot S.A.S.

Upon receipt of additional financing, management will review our business plan at that time.

Distribution Methods

As we have ceased operations, we will not be distributing any of our services.

Public Announcement of New Products or Services

The company will make announcements via press releases and on our website when new products are developed or new services offered.

Competition

In the event that we are able to obtain additional funding and our management decides to restart operations in the services sector of the oil and gas industry, our business will depend on the level of capital spending by oil and gas companies for
exploration, development and production activities. A sustained increase or decrease in the price of natural gas or oil could have a material impact on exploration, development and production activities by our potential customers and could also
materially affect our financial position, results of operations and cash flows.

The services sector of the oil and gas industry remains competitive. As a result of improved demand for drilling services driven by a sustained high level of commodity prices, supply and demand have been in balance in most of our potential markets,
with demand actually exceeding supply in some markets.

In all of our potential geographic market areas, we believe price and availability and condition of equipment are the most significant factors in determining which drilling services contractor is awarded a job. Other factors include the availability
of trained personnel possessing the required specialized skills; the overall quality of service and safety record; and domestically, the ability to offer ancillary services.

In the event that we restart operations, we intend to compete with national, regional and local contractors in those areas in which we intend to operate.

Dependence on one or a few major customers

In the event that we are able to obtain additional funding and our management decides to restart operations in the services sector of the oil and gas industry, our activities will be extensive and contacts wide ranging. We will not be limited to a
few customers.

---

Compliance with Government Regulation

We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
the Company. Permits from a variety of regulatory authorities may be required
for many aspects of our operations. We cannot predict the extent to which these
requirements may affect the Company.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures
over the last fiscal year.

Employees

As we have ceased operations, we have no employees other than
our sole executive officer.

Over the next twelve months, our management will continuously
review the need for additional employees.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

RISK FACTORS

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

Risks Related To The Company

We have a history of losses and have a deficit, which raises
  substantial doubt about our ability to continue as a going concern.

We have generated revenues of $238,493 since our incorporation
and, have incurred sales costs of $172,309 and mineral property and general and
administrative expenses totaling $464,640. Our net loss from inception to August
31, 2008 was $398,456. We had cash in the amount of $83,270 as of August 31,
2008. We cannot provide assurances that we will be able to successfully execute
our business plan. These circumstances raise substantial doubt about our ability
to continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements, dated December
11, 2008. If we are unable to continue as a going concern, investors will likely
lose all of their investments in the Company.

If we are unable to raise additional funding we will not
be able to execute our business plan of being an oil and gas drilling service
provider.

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock if we are to be able
to restart operations, execute our business plan and continue to make further
acquisitions. In the event that we are unable to obtain additional financing, we
will not be able to proceed with our business plan of providing oil and gas
drilling services and may be required to rescind or unwind our acquisitions from
Shuayb K. Al Suleimany and Euroslot S.A.S.

---

We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

We are in our early stages of development and face risks associated with a new company in a growth industry. We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it
could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment. Even if we accomplish these objectives, we may not generate
positive cash flows or the profits we anticipate in the future.

Fluctuations in oil and gas prices could adversely affect drilling activity and our revenues, cash flows and profitability

In the event that we restart operations, our operations will be materially dependent upon the level of activity in oil and gas exploration and production. Both short-term and long-term trends in oil and gas prices affect the level of such activity.
Oil and gas prices and, therefore, the level of drilling, exploration and production activity can be volatile. Worldwide military, political and economic events, including initiatives by the Organization of Petroleum Exporting Countries, may affect
both the demand for, and the supply of, oil and gas. Weather conditions, governmental regulation (both in the United States and elsewhere), levels of consumer demand, the availability of pipeline capacity, and other factors beyond our control may
also affect the supply of and demand for oil and gas. We believe that any prolonged reduction in oil and gas prices would depress the level of exploration and production activity. This would likely result in a corresponding decline in the demand for
our services and could have a material adverse effect on our revenues, cash flows and profitability. Lower oil and gas prices could also cause our potential customers to seek to terminate, renegotiate or fail to honor our drilling contracts; affect
the fair market value of our equipment which in turn could trigger a write-down for accounting purposes; affect our ability to retain skilled personnel; and affect our ability to obtain access to capital to finance and grow our business. There can
be no assurances as to the future level of demand for our services or future conditions in the oil and gas and oilfield services industries.

We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations

The oilfield services industry is very competitive. Contract drilling companies compete primarily on a regional basis, and competition may vary significantly from region to region at any particular time. Most drilling services contracts are awarded
on the basis of competitive bids, which results in price competition.

The nature of our operations presents inherent risks of loss that, if not insured or indemnified against, could adversely affect our results of operations

In the event that we restart operations, our operations will be subject to many hazards inherent in the drilling-services industry, including blowouts, cratering, explosions, fires, loss of well control, loss of hole, damaged or lost drilling
equipment and damage or loss from inclement weather or natural disasters. Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental damage and damage
to the property of others. In addition, our potential international operations are subject to risks of war, civil disturbances or other political events. Generally, drilling contracts provide for the division of responsibilities between a drilling
company and its customer, and we seek to obtain indemnification from our customers by contract for certain of these risks. To the extent that we are unable to transfer such risks to our customers by contract or indemnification agreements, we seek
protection through insurance. However, there is no assurance that such insurance or indemnification agreements will adequately protect us against liability from all of the consequences of the hazards described above. The occurrence of an event not
fully insured or indemnified against, or the failure of a customer or insurer to meet its indemnification or insurance obligations, could result in substantial losses. In addition, there can be no assurance that insurance will be available to cover
any or all of these risks, or, even if available, that it will be adequate or that insurance premiums or other costs will not rise significantly in the future, so as to make such insurance prohibitive. Moreover, insurance coverage generally provides
that we may assume a portion of the risk in the form of a deductible. We may choose to increase the levels

---

of deductibles (and thus assume a greater degree of risk) from time to time in order to minimize the overall cost to the Company.

The profitability of our proposed international operations could be adversely affected by war, civil disturbance or political or economic turmoil

In the event that we restart operations, we intend to derive a significant portion of our business from international markets, including major operations in Canada, the Middle East, the Far East, India, Russia and Africa. These operations are
subject to various risks, including the risk of war, civil disturbances and governmental activities that may limit or disrupt markets, restrict the movement of funds or result in the deprivation of contract rights or the taking of property without
fair compensation. In certain countries, our intended operations may be subject to the additional risk of fluctuating currency values and exchange controls. In the international markets in which we intend to operate, we are subject to various laws
and regulations that govern the operation and taxation of our business and the import and export of our equipment from country to country, the imposition, application and interpretation of which can prove to be uncertain.

Changes to or noncompliance with governmental regulation or exposure to environmental liabilities could adversely affect our results of operations

The drilling of oil and gas wells is subject to various federal, state, local and foreign laws, rules and regulations. Our cost of compliance with these laws and regulations may be substantial. For example, federal law imposes a variety of
regulations on responsible parties related to the prevention of oil spills and liability for damages from such spills. As an owner and operator of drilling equipment, we may be deemed to be a responsible party under federal law. In
addition, our drilling service operations will routinely involve the handling of significant amounts of waste materials, some of which are classified as hazardous substances. We will generally require customers to contractually assume responsibility
for compliance with environmental regulations. However, we will not always be successful in allocating to customers all of these risks nor is there any assurance that the customer will be financially able to bear those risks assumed.

In the event that we restart operations, we intend to employ personnel responsible for monitoring environmental compliance and arranging for remedial actions that may be required from time to time and also use consultants and to advise on and assist
with our environmental compliance efforts. Liabilities are recorded when the need for environmental assessments and/or remedial efforts become known or probable and the cost can be reasonably estimated.

Laws protecting the environment generally have become more stringent than in the past and are expected to continue to become more so. Violation of environmental laws and regulations can lead to the imposition of administrative, civil or criminal
penalties, remedial obligations, and in some cases injunctive relief. Such violations could also result in liabilities for personal injuries, property damage, and other costs and claims.

Under the Comprehensive Environmental Response, Compensation and Liability Act, also known as CERCLA or Superfund, and related state laws and regulations, liability can be imposed jointly on the entire group of responsible parties or separately on
any one of the responsible parties, without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment. Under CERCLA, such persons
may be liable for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources.

Changes in federal and state environmental regulations may also negatively impact oil and natural gas exploration and production companies, which in turn could have a material adverse effect on us. For example, legislation has been proposed from
time to time in Congress which would reclassify certain oil and natural gas production wastes as hazardous wastes, which would make the reclassified wastes subject to more stringent handling, disposal and cleanup requirements. If enacted, such
legislation could dramatically increase operating costs for oil and natural gas companies and could reduce the market for our services by making many wells and/or oilfields uneconomical to operate.

---

We do not currently intend to pay dividends

We have not declared or paid any cash dividends since inception and we do not intend to pay any cash dividends in the foreseeable future. We intend to retain future earnings for use in our operations and the expansion of our business.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock
exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any
of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations and FINRAs sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers
and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to
the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative
low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority  requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit
your ability to buy and sell our stock.

---

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

ITEM
2:           DESCRIPTION OF
PROPERTY

Our executive offices are located at 20333 State Highway 249,
Suite 200, Houston, Texas 77070. These facilities are a serviced office which
provides us with office and meeting facilities at a cost of $250 per month plus
sales tax. We believe these facilities are adequate for our current needs and
that alternate facilities on similar terms would be readily available if
needed.

ITEM
3:           LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against the Company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM
4:           SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS

Other than as set out below, no matters have been submitted
during the fourth quarter of our fiscal year covered by this report to a vote by
our security holders.

On August 22, 2008, our board of directors and a majority of
our stockholders approved a three (3) for one (1) reverse split of our
authorized and issued and outstanding shares of common stock.

PART II

|ITEM 5: | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
      SECURITIES
|------- | -----------------------------------------------------------------------------------------------------------------------------

Market Information

Our shares of common stock are currently trading on the OTC
Bulletin Board under the Symbol USRI.OB. Our shares of common stock were
initially approved for quotation on the OTC Bulletin Board on March 14, 2007
under the name Heritage Explorations, Inc. under the symbol HEEX. On June
26, 2008, we changed our name to USR Technology Inc. upon completion of our
merger with our wholly owned subsidiary, USR Technology Inc. and our trading
symbol was changed to USRT. There has been intermittent trading in our shares
of common stock on the OTC Bulletin Board since we were approved for quotation.

The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

---

National Association of Securities Dealers OTC Bulletin
      BoardQuarter Ended
    High
    LowAugust 31, 2008
    $1.00
    $1.00May31, 2008
    No
      Trades
    No
      TradesFebruary 29, 2008
    No
      Trades
    No
      TradesNovember 30, 2007
    No
      Trades
    No
      TradesAugust 31, 2007
    No
      Trades
    No
      TradesMay 31, 2007
    $N/A
    $N/AFebruary 28, 2007
    $N/A
    $N/ANovember 30, 2006
    $N/A
    $N/AAugust 31, 2006(1)
    $N/A
    $N/A


Our common shares are issued in registered form. The transfer
agent and registrar for our common stock is Island Stock Transfer Inc., 100
Second Avenue South, Suite 104N, St. Petersburg, Florida 33701.

On December 11, 2008, the list of stockholders for our shares
of common stock showed 60 registered stockholders and 15,020,017 shares of
common stock outstanding.

Dividends

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares, it
is our intention to retain future earnings for use in our operations and the
expansion of our business.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended August 31, 2008.

ITEM
6:           MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to the audited financial statements included elsewhere
in this filing prepared in accordance with accounting principles generally
accepted in the United States. This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those anticipated in these forward-looking
statements.

Results of Operations for the year ended August 31, 2008
compared to the year ended August 31, 2007.

We earned revenues of $238,493 during the year ended August 31,
2008. Our cost of sales was $172,309, resulting in a gross profit of $66,184.
During the year ended August 31, 2008, we incurred operating expenses of
$390,933, compared to operating expenses of $52,648 incurred during the same
period in fiscal 2007. Due to the change in the direction of the Company more money was user for labor and travel expenses compared to the prior year. These operating expenses were comprised of general and
administrative expenses of $390,933 in 2008 compared to $41,174 in 2007, mineral
property expenses of $Nil in 2008 compared to $11,474 in 2007. The increase in
operating expenses was due to the start up of the Companys business operations
in the provision of drill site supervision and directional
drilling services to international oil and gas companies. The decrease in mineral property expenses during the year ended August 31, 2008, compared to the same period in fiscal 2007, was due to the termination of our option agreement of the Strathy
Township claim block.

---

Subsequent to our year ended August 31, 2008, we ceased all operations pending the receipt of additional financing. We require equity financing from the sale of our common stock to be able to execute our business plan and continue to make further
acquisitions. At this time we are not able to proceed with providing oil and gas drilling services and may be required to rescind or unwind our acquisitions from Shuayb K. Al Suleimany and Euroslot S.A.S.

Upon receipt of additional financing, management will review our business plan. In the interim management intends to investigate additional opportunities for the Company in all industry sectors.

We anticipate spending $100,000 on general and administrative expenses over the next twelve months. Our cash on hand at August 31, 2008 was $83,270. Subsequent to our year ended August 31, 2008, we incurred additional operating and
administrative costs. We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

Employees

As we have ceased operations, we have no employees other than our sole executive officer.

Over the next twelve months, our management will continuously review the need for additional employees.

Purchase of Significant Equipment

As we have ceased operations, we do not anticipate making any significant equipment purchases over the next twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of August 31, 2008.

Liquidity and Capital Resources

As at August 31, 2008, the Company had $369,348 in current assets, including $83,270 in cash, $238,492 in accounts receivable, $20,750 in inventory and $26,836 in other current assets. As at August 31, 2008, we had working
capital deficit of $(20,352).

We generated revenue of $238,493 and a gross profit of $66,184 since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will
be able to continue as a going concern.

During October 2008, we received a $30,000 loan from a company controlled by the Chairman of the Company. The loan is non-interest bearing, unsecured and payable upon demand.

---

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and difference from the carrying amounts reported in these financial statements could be material. Additionally, we
will not be able to proceed with our business plan of providing oil and gas drilling services and may be required to rescind or unwind our acquisitions from Shuayb K. Al Suleimany and Euroslot S.A.S.

Recent Accounting Pronouncements

In December 2007 the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141R"). This statement replaces SFAS 141, Business Combinations. The statement provides guidance for how the acquirer
recognizes and measures the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree. SFAS 141R provides for how the acquirer recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase. The statement determines which information to disclose to enable users to be able to evaluate the nature and financial effects of the business combination. The provisions of SFAS 141R will be effective for our fiscal
year beginning September 1, 2008 and do not allow early adoption. Management is currently evaluating the impact of adopting this statement.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS 160), which will be effective for our fiscal year beginning September 1, 2008. This standard establishes
accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parents
ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling owners. Management is currently evaluating the impact of adopting this statement.

In February 2008, FASB Staff Position (FSP) FSP No. 157-2, Effective Date of FASB Statement No. 157 (FSP No. 157-2) was issued. FSP No. 157-2 defers the effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Examples of items
within the scope of FSP No. 157-2 are non-financial assets and non-financial liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods), and long-lived assets, such as property,
plant and equipment and intangible assets measured at fair value for an impairment assessment under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company is currently assessing the impact, if
any, of adopting this standard.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an Amendment of FASB Statement No. 133 (SFAS 161), which becomes effective on November 15, 2008. This standard
changes the disclosure requirements for derivative instruments and hedging activities. 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 SFAS 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. Management is currently
evaluating the impact of adopting this statement.

In April 2008, the FASB FSP 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and
the period of expected cash flows used to measure the fair value of the asset under FASB

---

Statement No. 141 (Revised 2007), Business Combinations, and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect the adoption of FAS 142-3 to have a material effect on its results of operations and financial condition.

In May 2008, the FASB FSP No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain
convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuers
non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations
and financial condition.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162), which becomes effective upon approval by the SEC. This standard sets forth the sources of accounting principles and
provides entities with a framework for selecting the principles used in the preparation of financial statements that are presented in conformity with GAAP. It is not expected to change any of our current accounting principles or practices and
therefore, is not expected to have a material impact on our financial statements.

There were various other accounting standards and interpretations issued during 2008 and 2007, none of which are expected to a have a material impact on the Company's financial position, operations or cash flows.

Application Of Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Accounts receivable in excess of
30 days old are considered delinquent.  Outstanding customer invoices are periodically assessed for collectability.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company's best estimate of the amounts that may not be collected. This estimate is based on an assessment of current creditworthiness and payment
history. Our review of the outstanding balances as of August 31, 2008 indicated that no valuation allowance was required.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) basis or market.  Inventories are recorded net of any reserve for excess and obsolescence.

---

Property and equipment

Property and equipment is stated at cost. Depreciation is
calculated using accelerated methods over estimated economic lives of five to
seven years.

Revenue Recognition

In general, the Company records revenue when persuasive
evidence of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or determinable,
and collectability is reasonably assured.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to management as of
August 31, 2008. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash, accounts receivable, accounts payable,, accrued
expenses and shareholder loans Fair values were assumed to approximate carrying
values for these financial instruments because they are short term in nature and
their carrying amounts approximate fair value or they are payable on demand.

Impairment of Long Lived Assets

Long lived assets and certain identifiable intangibles held and
used by the Company are reviewed for possible impairment whenever events or
circumstances indicate the carrying amount of an asset may not be recoverable or
is impaired.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for
recording the provision for income taxes. Deferred tax assets and liabilities
are computed based upon the difference between the financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

ITEM
7:           FINANCIAL
STATEMENTS

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors USR Technology, Inc.

We have audited the accompanying balance sheet of USR Technology, Inc. (an exploration stage company) as of August 31, 2008, and the related statements of operations, stockholders' equity, and cash flows for the years ended August 31, 2008 and 2007
  and the period September 30, 2005 (inception) to August 31, 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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. An audit also includes assessing the accounting principles used and significant
  estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 USR Technology, Inc. as of August 31, 2008, and the related statements of operations, stockholders' equity, and cash flows
  for the years ended August 31, 2008 and 2007 and the period September 30, 2005 (inception) to August 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered a loss from operations and anticipates further losses
  in the development of its business. These factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this
  uncertainty.

/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado December 11, 2008

---

USR TECHNOLOGY, INC.(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETAUGUST 31, 2008

|ASSETS                                                              |  
|------------------------------------------------------------------- | -
|                                                                    |  
|Current Assets                                                      |  
|Cash                                                                | $
|Accounts receivable                                                 |  
|Inventory                                                           |  
|Other current assets                                                |  
|Total Current
      Assets                                          |  
|                                                                    |  
|Fixed Assets                                                        |  
|Drilling equipment                                                  |  
|Furniture and fixtures                                              |  
|Total Fixed Assets                                                  |  
|                                                                    |  
|TOTAL ASSETS                                                        | $
|                                                                    |  
|                                                                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                |  
|                                                                    |  
|Current Liabilities                                                 |  
|Accounts payable                                                    | $
|Accrued expenses                                                    |  
|Shareholder loans                                                   |  
|Total Current
      Liabilities                                     |  
|                                                                    |  
|Stockholders' Equity                                                |  
|Common stock, $0.001
      par value, 150,000,000 shares authorized |  
|13,019,989 shares issued and
      outstanding                      |  
|Additional paid in
      capital                                    |  
|(Deficit) accumulated during the
      exploration stage            |  
|Total Stockholders' Equity                                          |  
|                                                                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          | $

See the accompanying notes to the financial statements

-2-

---

USR TECHNOLOGY, INC.(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS

|                                    |   |                 |   |   |                         |   |   | Inception       |  
|----------------------------------- | - | --------------- | - | - | ----------------------- | - | - | --------------- | -
|                                    |   | Year Ended      |   |   | (September 30, 2005) to |  
|                                    |   | August 31, 2008 |   |   | August 31, 2007         |   |   | August 31, 2008 |  
|                                    |   |                 |   |   |                         |   |   |                 |  
|Sales revenue                       | $ | 238,493         |   | $ | -                       |   | $ | 238,493         |  
|Cost of sales                       |   | 172,309         |   |   |                         |   |   | 172,309         |  
|Gross profit                        |   | 66,184          |   |   | -                       |   |   | 66,184          |  
|                                    |   |                 |   |   |                         |   |   |                 |  
|Mineral property expenses           |   | -               |   |   | 11,474                  |   |   | 13,974          |  
|General and administrative expenses |   | 390,933         |   |   | 41,174                  |   |   | 450,666         |  
|                                    |   | 390,933         |   |   | 52,648                  |   |   | 464,640         |  
|                                    |   |                 |   |   |                         |   |   |                 |  
|Net (loss) before income taxes      |   | (324,749        | ) |   | (52,648                 | ) |   | (398,456        | )
|                                    |   |                 |   |   |                         |   |   |                 |  
|Income taxes                        |   | -               |   |   | -                       |   |   | -               |  
|                                    |   |                 |   |   |                         |   |   |                 |  
|Net (loss)                          | $ | (324,749        | ) | $ | (52,648                 | ) | $ | (398,456        | )
|                                    |   |                 |   |   |                         |   |   |                 |  
|Weighted average common shares      |   |                 |   |   |                         |   |   |                 |  
|outstanding - basic and diluted     |   | 11,999,542      |   |   | 11,920,000              |   |   |                 |  
|                                    |   |                 |   |   |                         |   |   |                 |  
|Net (loss) per common share -       |   |                 |   |   |                         |   |   |                 |  
|basic and diluted                   | $ | (0.03           | ) | $ | (0.00                   | ) |   |                 |  

See the accompanying notes to the financial statements

-3-

---

USR TECHNOLOGY, INC.(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)PERIOD FROM SEPTEMBER 30,
2005 (INCEPTION) TO AUGUST 31, 2008

|                                                              |  |              |  |   |         |  |   |             |  |   | (DEFICIT)   |   |   |          |  
|------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | -------- | -
|                                                              |  |              |  |   |         |  |   |             |  |   | ACCUMULATED |   |   |          |  
|                                                              |  |              |  |   |         |  |   | ADDITIONAL  |  |   | DURING THE  |   |   |          |  
|                                                              |  | COMMON STOCK |  |   | PAID-IN |  |   | EXPLORATION |  |   |             |  
|                                                              |  | SHARES       |  |   | AMOUNT  |  |   | CAPITAL     |  |   | STAGE       |   |   | TOTAL    |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Balance - September 30, 2005 (date of Inception)              |  | -            |  | $ | -       |  | $ | -           |  | $ | -           |   | $ | -        |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Issuance of common stock for cash at $.0005,
      March 2006 |  | 9,000,000    |  |   | 4,500   |  |   | -           |  |   | -           |   |   | 4,500    |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Issuance of common stock for cash at $.005,
      August 2006 |  | 2,700,000    |  |   | 7,200   |  |   | 6,300       |  |   | -           |   |   | 13,500   |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Issuance of common stock for cash at $.005,
      August 2006 |  | 220,000      |  |   | 220     |  |   | 10,780      |  |   | -           |   |   | 11,000   |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Net loss for the period                                       |  | -            |  |   | -       |  |   | -           |  |   | (21,059     | ) |   | (21,059  | )
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Balance - August 31, 2006                                     |  | 11,920,000   |  |   | 11,920  |  |   | 17,080      |  |   | (21,059     | ) |   | 7,941    |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Net loss                                                      |  | -            |  |   | -       |  |   | -           |  |   | (52,648     | ) |   | (52,648  | )
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Balance - August 31, 2007                                     |  | 11,920,000   |  |   | 11,920  |  |   | 17,080      |  |   | (73,707     | ) |   | (44,707  | )
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Issuance of common stock for cash at $1.00                    |  | 361,000      |  |   | 361     |  |   | 360,639     |  |   | -           |   |   | 361,000  |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Stock issued for purchase of assets                           |  | 738,989      |  |   | 739     |  |   | 738,250     |  |   | -           |   |   | 738,989  |  
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Net loss                                                      |  | -            |  |   | -       |  |   | -           |  |   | (324,749    | ) |   | (324,749 | )
|                                                              |  |              |  |   |         |  |   |             |  |   |             |   |   |          |  
|Balance - August 31, 2008                                     |  | 13,019,989   |  | $ | 13,020  |  | $ | 1,115,969   |  | $ | (398,456    | ) | $ | 730,533  |  

See the accompanying notes to the financial statements

-5-

---

USR TECHNOLOGY, INC.(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS

|                                                      |   |                 |   |   |                      |   |   | Inception                |  
|----------------------------------------------------- | - | --------------- | - | - | -------------------- | - | - | ------------------------ | -
|                                                      |   | Year Ended      |   |   | (September 30, 2005) |  
|                                                      |   | August 31, 2008 |   |   | August 31, 2007      |   |   | to August
      31, 2008 |  
|Cash flows from operating activities:                 |   |                 |   |   |                      |   |   |                          |  
|Net (loss)                                            | $ | (324,749        | ) | $ | (52,648              | ) | $ | (398,456                 | )
|Adjustments to reconcile net (loss) to net
      cash |   |                 |   |   |                      |   |   |                          |  
|(used in) operating activities:                       |   |                 |   |   |                      |   |   |                          |  
|Increase
      in accounts receivable                 |   | (238,492        | ) |   | -                    |   |   | (238,492                 | )
|Increase in
      inventory                           |   | (20,750         | ) |   | -                    |   |   | (20,750                  | )
|Increase
      in other current assets                |   | (26,836         | ) |   | -                    |   |   | (26,836                  | )
|Increase in
      accounts payable                    |   | 69,311          |   |   | 6,264                |   |   | 69,311                   |  
|Increase
      in accrued expenses                    |   | 230,172         |   |   | -                    |   |   | 242,889                  |  
|Net cash used by operating activities                 |   | (311,344        | ) |   | (46,384              | ) |   | (372,334                 | )
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Cash flows from investing activities:                 |   |                 |   |   |                      |   |   |                          |  
|Purchase
      of furniture and fixtures              |   | (11,896         | ) |   | -                    |   |   | (11,896                  | )
|Net cash used by investing activities                 |   | (11,896         | ) |   | -                    |   |   | (11,896                  | )
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Cash flows from financing activities:                 |   |                 |   |   |                      |   |   |                          |  
|Bank
      overdraft                                  |   | (1,990          | ) |   | 1,990                |   |   | -                        |  
|Proceeds from
      shareholder loan                  |   | 47,500          |   |   | 30,000               |   |   | 77,500                   |  
|Issuance
      of capital stock for cash              |   | 361,000         |   |   | -                    |   |   | 390,000                  |  
|Net cash provided by financing activities             |   | 406,510         |   |   | 31,990               |   |   | 467,500                  |  
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Increase (decrease) in cash                           |   | 83,270          |   |   | (14,394              | ) |   | 83,270                   |  
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Cash - beginning of period                            |   | -               |   |   | 14,394               |   |   | -                        |  
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Cash - end of period                                  | $ | 83,270          |   | $ | -                    |   | $ | 83,270                   |  
|                                                      |   |                 |   |   |                      |   |   |                          |  
|Non cash investing activities                         |   |                 |   |   |                      |   |   |                          |  
|Issuance of common stock
      for fixed assets       | $ | 738,989         |   | $ | -                    |   | $ | 738,989                  |  

See the accompanying notes to the financial statements

-4-

---

USR TECHNOLOGY , INC. An Exploration Stage Company

NOTES TO THE FINANCIAL STATEMENTS AUGUST 31, 2008

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the State of Nevada on
September 30, 2005. The Company is an Exploration Stage Company as defined by
Statement of Financial Accounting Standards (SFAS) No. 7. Effective June 26,
2008 the Company completed a merger with its subsidiary USR Technology, Inc. As
a result the Company name was changed from Heritage Explorations Inc. to USR
Technology, Inc. During the year ended August 31, 2008, the Company abandoned
the mineral property located in the Province of Ontario, Canada and focused its
effort on building its business in the oil and gas specialty drilling industry
through additional equity financing and the acquisition of a specific
directional drilling and related equipment. Personnel with expertise in
directional drilling were added to the Companys board and management.

These financial statements have been prepared on a going
concern basis. The Company has incurred losses resulting in an accumulated
deficit of $398,456 since inception and further losses are anticipated in the
development of its business, raising substantial doubt about the Companys
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and pay its liabilities arising from normal business operations when
they come due. Management has plans to seek additional capital through a private
placement and public offering of its common stock. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.

The Companys fiscal year end is August 31.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivables are uncollateralized customer obligations
due under normal trade terms requiring payment within 30 days from the invoice
date. Accounts receivable are stated at the amount billed to the customer.
Accounts receivable in excess of 30 days old are considered delinquent.
Outstanding customer invoices are periodically assessed for collectability.

The carrying amount of accounts receivable is reduced by a
valuation allowance that reflects the Company's best estimate of the amounts
that may not be collected. This estimate is based on an assessment of current
creditworthiness and payment history. Our review of the outstanding balances as
of August 31, 2008 indicated that no valuation allowance was required.

---

Inventory

Inventory is stated at the lower of cost (first-in, first-out) basis or market.  Inventories are recorded net of any reserve for excess and obsolescence.

Property and equipment

Property and equipment is stated at cost.  Depreciation is calculated using accelerated methods over estimated economic lives of five to seven years.

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably
assured.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments include cash, accounts receivable, accounts payable,, accrued expenses and shareholder loans Fair values were assumed to approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair value or they are payable on demand.

Impairment of Long Lived Assets

Long lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to
be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Recent Pronouncements

In December 2007 the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141R"). This statement replaces SFAS 141, Business Combinations. The statement provides guidance for how the acquirer
recognizes and measures the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree. SFAS 141R provides for how the acquirer recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase. The statement determines which information to disclose to enable users to be able to evaluate the nature and financial effects of the business combination. The provisions of SFAS 141R will be effective for our fiscal
year beginning September 1, 2008 and do not allow early adoption. Management is currently evaluating the impact of adopting this statement.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS 160), which will be effective for our fiscal year beginning September 1, 2008. This standard

---

establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a
parents ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the non-controlling owners. Management is currently evaluating the impact of adopting this statement.

In February 2008, FASB Staff Position (FSP) FSP No. 157-2, Effective Date of FASB Statement No. 157 (FSP No. 157-2) was issued. FSP No. 157-2 defers the effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Examples of items
within the scope of FSP No. 157-2 are non-financial assets and non-financial liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods), and long-lived assets, such as property,
plant and equipment and intangible assets measured at fair value for an impairment assessment under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company is currently assessing the impact, if
any, of adopting this standard.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an Amendment of FASB Statement No. 133 (SFAS 161), which becomes effective on November 15, 2008. This standard
changes the disclosure requirements for derivative instruments and hedging activities. 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 SFAS 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. Management is currently
evaluating the impact of adopting this statement.

In April 2008, the FASB FSP 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and
the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), Business Combinations, and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect the adoption of FAS 142-3 to have a material effect on its
results of operations and financial condition.

In May 2008, the FASB FSP No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain
convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuers
non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations
and financial condition.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162), which becomes effective upon approval by the SEC. This standard sets forth the sources of accounting principles and
provides entities with a framework for selecting the principles used in the preparation of financial statements that are presented in conformity with GAAP. It is not expected to change any of our current accounting principles or practices and
therefore, is not expected to have a material impact on our financial statements.

There were various other accounting standards and interpretations issued during 2008 and 2007, none of which are expected to a have a material impact on the Company's financial position, operations or cash flows.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by SFAS 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares

---

outstanding for the period. Diluted earnings (loss) per share
is calculated by dividing net income (loss) by the weighted average number of
common shares and dilutive common stock equivalents outstanding. During the
periods when anti-dilutive, common stock equivalents, if any, are not considered
in the computation.

NOTE 3. MINERAL PROPERTY

Pursuant to a mineral property option agreement (the
Agreement) dated August 6, 2006, the Company was granted an option to acquire
a 100% undivided right, title and interest of a total of 2 mineral claim units,
located in Strathy Township in the Sudbury Mining Division of Ontario, Canada.
On November 1, 2007 the Agreement was terminated.

NOTE 4. SHAREHOLDER LOAN

A shareholder of the Company provided loans of $30,000 to the
Company during the year ended August 31, 2007. The loans are non-interest
bearing, unsecured and payable upon demand.

Another shareholder of the Company provided a loan of $47,500
to the Company during the year ended August 31, 2008. The loan is non-interest
bearing, unsecured and payable upon demand.

NOTE 5. COMMON STOCK

The total number of authorized shares of common stock that may
be issued by the Company is 150,000,000 with a par value of $0.001 per share.

On April 16, 2008 a six for one forward stock split of our
authorized and issued and outstanding shares of common stock was effected by the
Company.

On August 22, 2008 a three for one reverse stock split of our
authorized and issued and outstanding shares of common stock was effected by the
Company.

During the period from September 30, 2005 (Inception) to August
31, 2007, the Company issued 11,920,000 common shares for total cash proceeds of
$29,000.

In July and August, 2008, the Company received aggregate
proceeds of $361,000 from the private placement of 361,000 units (the Units)
at a price of US $1.00 per Unit. Each Unit consists of one common share of the
Company (the Share) and one-half of one common share purchase warrant (each
whole share purchase warrant, a Warrant). Each whole Warrant entitles the
holder, on exercise thereof, to purchase one common share of the Company (each,
a Warrant Share) at a price of US$1.25 at any time until the close of business
on the day which is 36 months from the date on which the Units are issued. We
issued the Units to 5 non-US persons pursuant to an offshore transaction relying
on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
The Shares and the Warrants were issued subsequent to the Companys year ended
August 31, 2008.

Outstanding and Exercisable Warrants

Remaining
    Exercise Price
    
    WeightedNumber of
    Contractual Life
    times Number
    
    AverageExercise Price
    Shares
    (in
      years)
    of Shares
    
    Exercise Price$1.25
    180,500
    3
    $        225,625
    
    $1.25180,500
    
    $        225,625
    
    $1.25


---

Number of
    
    
    Weighted AverageWarrants
    
    Shares
    
    
    Exercise PriceOutstanding at August 31,
      2006
    
    -
    
    $
    -Issued
    
    -
    
    
    -Exercised
    
    -
    
    
    -Expired / Cancelled
    
    -
    
    
    -Outstanding at August 31,
      2007
    
    -
    
    $
    -Issued
    
    180,500
    
    
    1.25Exercised
    
    -
    
    
    -Expired / Cancelled
    
    -
    
    
    -Outstanding at August 31,
      2008
    
    180,500
    
    $
    1.25


On August 22, 2008, we entered into an asset purchase agreement
with Shuayb K. Al Suleimany wherein we agreed to acquire certain assets
consisting of a variety of drilling equipment including drill bits, stabilizers,
survey equipment, and two wireline trucks including tools and related
components. In consideration for the purchase of the assets, we agreed to issue
738,989 post consolidated restricted shares of our common stock, issued at a
price of $1.00 per share, to Shuayb K. Al Suleimany. The closing of the
transaction described in the asset purchase agreement occurred on August 26,
2008.

NOTE 6. INCOME TAXES

Potential benefits of income tax losses are not recognized in
the accounts until realization is more likely than not. The Company has incurred
net operating losses of $398,456 which expire in 2027. Pursuant to SFAS No. 109,
the Company is required to compute tax asset benefits for net operating losses
carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.

The components of the net deferred tax asset at August 31,
2008, and the statutory tax rate, the effective tax rate and the elected amount
of the valuation allowance are indicated below:

Net operating (loss)
    $
    (398,456
    )Statutory tax rate
    
    34%Effective tax rate
    
    -Deferred tax asset
    $
    135,475Valuation allowance
    $
    (135,475
    )Net deferred tax asset
    $
    -


NOTE 7. INVENTORY

At August 31, 2008, the Company held inventory valued at
$20,750 consisting of centralizers the Company purchased from a supplier.
Subsequent to the year end the centralizers were sold to a customer.

NOTE8. FIXED ASSETS

The fixed assets consist of a variety of drilling equipment
including drill bits, stabilizers, survey equipment, and two wireline trucks
including tools and related components and office furniture and computers as
shown below.

Drilling Equipment
    $
    738,989Office Furniture and Computers
    
    11,896Total Fixed Assets
    $
    750,885


---

The drilling equipment was acquired by the Company on August 26, 2008 and the inventory software and office furniture and computers were acquired as of August 31, 2008. Consequently, no provision has been made for depreciation.

NOTE 9. SUBSEQUENT EVENTS

On July 3, 2008, we entered into a letter of intent with a French company Euroslot S.A.S. concerning the granting by Euroslot of a $1,000,000 credit against the future supply of certain assets, called Snake ScreenTM(the
Credit) and an exclusive 20 year worldwide license (the License), excluding France, Iran and Russia, to use and market the Snake ScreenTMtechnology. This worldwide license is valued at $1,000,000. On September
26, 2008, we entered into the definitive asset purchase agreement and license agreement with Euroslot for the Credit and License. The closing of the transaction occurred on September 26, 2008. In consideration for the Credit and License, we issued
2,000,000 restricted shares of our common stock, issued at a deemed price of $1.00 per share, to Euroslot.

During October, 2008 the Company received $30,000 in a loan from a company controlled by the Chairman of the Company. The loan is non-interest bearing, unsecured and payable upon demand.

On November 10, 2008, J. David LaPrade resigned as president and a director of our Company and Kamonchai Kesonpat resigned as chief operating officer of our Company. John Ogden was appointed president and also remains as chairman. Our board of
directors now consists solely of John Ogden.

Subsequent to the Companys year ended August 31, 2008, the Company ceased all operations pending the receipt of additional financing. The Company requires equity financing from the sale of its common stock to be able to execute its business
plan and continue to make further acquisitions. At this time the Company is not able to proceed with providing oil and gas drilling services. Upon the receipt of additional financing, management will review our business plan. In the interim
management intends to investigate additional opportunities for the Company in all industry sectors.

---

ITEM
8:           CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A(T):   CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer, principal financial officer and
principal accounting officer) to allow for timely decisions regarding required
disclosure.

As of August 31, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principal accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principal
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of August 31, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
August 31, 2008, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with US generally accepted accounting principles. Our management reviewed the
results of their assessment with our Board of Directors.

This annual report does not include an attestation report of
the Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the

---

financial reporting process and it is possible to design into
the process safeguards to reduce, though not eliminate, this risk. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended August 31, 2008
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B:         OTHER
INFORMATION

None.

PART III

|ITEM 9: | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers, Promoters and Control
Persons

The following individuals serve as the directors and executive
officers of the Company. All directors of the Company hold office until the next
annual meeting of our shareholders or until their successors have been elected
and qualified. The executive officers of the Company are appointed by our board
of directors and hold office until their death, resignation or removal from
office.

Name
    Position Held with the Company
    Age
    Date First
      Elected or AppointedJohn L. Ogden
    Chairman and Director President
    55
    March 3, 2008 November 10,
      2008


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of the Company, indicating the person's principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

John L. Ogden, Director, President and Chairman

Mr. Ogden has 29 years experience in energy corporate finance,
international negotiations, corporate and asset acquisition, business
development and energy company management. Since 1995 he has been a principal
and managing director of Wood Roberts, LLC., an energy corporate financial
advisory firm based in Houston, Texas. Between 1985 and 1995, he managed an
independent corporate financial consulting business specializing in domestic and
international energy issues, providing M&A advice, and strategic corporate
financial consulting services. Mr. Ogden graduated from the University of Leeds,
England, with a Bachelor of Laws (honors) and is qualified as a Barrister-at-Law
in England.

---

Involvement in Certain Legal Proceedings

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

| | 1. | 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;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | 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
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission 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.             

Family Relationships

There are no family relationships among our directors or
officers.

Code of Ethics

Effective November 2, 2007, the Company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our board of directors, the Company's officers including our
president (being our principal executive officer and principal financial
officer), contractors, consultants and advisors. As adopted, our Code of
Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |    |                                                                                                                                                                                                                              
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |    |                                                                                                                                                                                                                              
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of the Company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics.

Further, all of the Company's personnel are to be accorded full
access to the Company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by the Company
officers. In addition, our Code of Business Conduct and Ethics emphasizes that
all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles and federal and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to the Company's president or secretary. If the incident

---

involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to
be treated as a severe disciplinary matter. It is against the Company policy to retaliate against any individual who reports in good faith the violation or potential violation of the Company's Code of Business Conduct and Ethics by another. We will
provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to our address at 20333 State Highway 249, Suite 200, Houston, Texas.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended August 31, 2008. All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings
of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of Nevada and our By-laws, as valid and effective as if
they had been passed at a meeting of our directors duly called and held.

We currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes that the functions of such committees can be adequately performed by our board of directors, consisting of John Ogden.

We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors believes that, given the early stages of our development, a specific nominating policy would
be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific
process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to the president, John Ogden, to 20333 State Highway 249, Suite 200, Houston, Texas.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The directors of the Company do not believe that it is necessary to
have an audit committee because the Company believes that the functions of an audit committee can be adequately performed by our board of directors. In addition, we believe that retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and
greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended

---

August 31, 2008, all filing requirements applicable to our
officers, directors and greater than 10% beneficial owners as well as our
officers, directors and greater than 10% beneficial owners of our subsidiaries
were complied with, with the exception of the following:

Name
    Number of LateReports
    Number of TransactionsNot
      Reported on aTimely Basis
    Failure to FileRequired
      FormsJohn Ogden
    Nil
    Nil
    N/AJ. David LaPrade
    1(1)
    1
    N/AKamonchai Kesonpat
    1(1)
    1
    N/A


| | 1 | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3 - Initial Statement of
      Beneficial Ownership of Securities.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 10:        
EXECUTIVE COMPENSATION

Executive Compensation

The particulars of compensation paid to the following persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended August 31, 2008; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended July
      31, 2008, who we will collectively refer to as our named executive
      officers, of the Company for the years ended August 31, 2008 and 2007, are
      set out in the following summary compensation table, except that no
      disclosure is provided for any named executive officer, other than our
      principal executive officers, whose total compensation does not exceed
      $100,000 for the respective fiscal year: The table below summarizes all
      compensation awarded to, earned by, or paid to our executive officers by
      any person for all services rendered in all capacities to us for the
      fiscal year ended August 31, 2008.

SUMMARY
        COMPENSATION TABLENameand
        PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentivePlanCompensa-tion($)
      Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensa-tion($)
      Total($)John L. Ogden 
        President, 
        Chairman and 
        Director (1)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/AJ. David LaPrade 
        Former President 
        and Director (2)
      2008 
        2007
      19,667 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      8,000 
        N/A
      27,667 
        N/A


---

Kamonchai Kesonpat Former Chief
      Operating Officer (3)
    2008 2007
    18,000 N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    8,000 N/A
    26,000 N/ATerry Desjardins Former Treasurer,
      Secretary and Director (4)
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


|(1) | Mr. Ogden was appointed the President and a director of
      the Company on March 3, 2008 and was appointed Chairman upon his
      resignation as our President on June 20, 2008. Mr. Ogden was subsequently
      appointed as President on November 10, 2008 as a result of the resignation
      of Mr. LaPrade.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                      
|(2) | Mr. LaPrade was appointed the President and a director of
      the Company on June 20, 2008. Mr. LaPrade resigned as our President and
      director on November 10, 2008.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                      
|(3) | Mr. Kamonchai was appointed the Chief Operating Officer
      of the Company on July 1, 2008. Mr. Kamonchai resigned as our Chief
      Operating Officer on November 10, 2008.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                      
|(4) | Mr. Desjardins was appointed the Chief Financial Officer,
      Secretary and Treasurer of the Company on September 30, 2005. He resigned
      as President on March 3, 2008 and as a director and Secretary and
      Treasurer on June 26, 2008.                                                                  

Employment/Consulting Agreements

On August 22, 2008, we entered into an employment agreement
with our former President, Mr. LaPrade. The effective date of the contract was
June 20, 2008 and had an initial term of five years. As a result of Mr.
LaPrades resignation on November 10, 2008, the employment agreement is of no
further force or effect.

On August 22, 2008, we entered into an employment agreement
with our Chief Operating Officer, Mr. Kesonpat. The effective date of the
contract was July 1, 2008 and had an initial term of five years. As a result of
Mr. Kesonpats resignation on November 10, 2008, the employment agreement is of
no further force or effect.

There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.

Stock Option Plan

Currently, the Company does not have a stock option plan in
favor of any director, officer, consultant or employee of the Company.

Stock Options and Stock Appreciation Rights

From the date of inception and up to August 31, 2008, we did
not grant any stock options or stock appreciation rights to any of our directors
or officers and there were no stock options or stock appreciation rights
outstanding on August 31, 2008.

Director Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay any other directors fees or other
cash compensation for services rendered as a director for the year ended August
31, 2008.

---

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments other than Mr. Ogden who has
accrued but unpaid compensation of $10,417.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of the directors or executive officers of the Company or
any associate or affiliate of the Company during the last two fiscal years, is
or has been indebted to the Company by way of guarantee, support agreement,
letter of credit or other similar agreement or understanding currently
outstanding.

|**ITEM 11:** | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCK HOLDER MATTERS.
|------------ | ------------------------------------------------------------------------------------------------------

The following table sets forth, as of December 11, 2008,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of
our common stock, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)John L. Ogden President, Chairman and
      Director 675 Bering Drive, Suite 675 Houston, Texas 77057
      Cede & Co Po Box 20 Bowling Green Station New York
      NY 10004 Capital Group Communications, Inc. 1750 Bridgeway Ste
      A200 Sausalito, CA 94965-1900 Euroslot S.A.S. ZA Les
      Priedons Sud 86140 Scorbe Clairvaux Clairvaux
    20,000 (2)856,671 800,000
      2,000,000
    0.133% 5.704%
      5.326% 13.316%Directors and Executive Officers as a
      Group(1)
    20,000
    0.133%


| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| |     | as of which the information is provided. In computing the
      percentage ownership of any person, the amount of shares outstanding is
      deemed to include the amount of shares beneficially owned by such person
      (and only such person) by reason of these acquisition rights. As a result,
      the percentage of outstanding shares of any person as shown in this table
      does not necessarily reflect the persons actual ownership or voting power
      with respect to the number of shares of common stock actually outstanding
      on December 11, 2008. As of December 11, 2008, there were 15,020,017
      shares of the Companys common stock issued and outstanding.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | These shares are owned by Mr. Ogdens
  spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of the
Company.

Equity Compensation Plan Information

As at August 31, 2008, we do not have any equity compensation
plans in place.

ITEM 12:       
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except as described below, no director, executive officer,
principal shareholder holding at least 5% of our common shares, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction, during the year ended August 31, 2008, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at year end for the
last three completed fiscal years.

During October 2008, we received a $30,000 loan from a company
controlled by the Chairman of the Company. The loan is non-interest bearing,
unsecured and payable upon demand.

Corporate Governance

We currently act with one (1) director, consisting of John L.
Ogden.

We have determined that we do not have a director that is
considered an independent director as defined by Nasdaq Marketplace Rule
4200(a)(15). The company will appoint additional directors in due course.

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our board of directors is capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. The board of directors of the Company does not believe that it is
necessary to have a standing audit, compensation or nominating committee because
we believe that the functions of such committees can be adequately performed by
the board of directors.

ITEM 13:        
EXHIBITS AND REPORTS

|Exhibit | Description                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                   
|        |                                                                                                                                   
|(3)     | Articles of
      Incorporation and Bylaws                                                                                        
|        |                                                                                                                                   
|3.1     | Articles of Incorporation (incorporated by reference to
      our registration statement on form SB-2 filed on November 30, 2006).

---

|Exhibit | Description                                                                                                                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                  
|3.2     | Bylaws (incorporated
        by reference to our registration statement on form SB-2 filed on November
        30, 2006).                                                                                                                        
|        |                                                                                                                                                                                                                                                  
|3.3     | Certificate
        of Change filed with the Secretary of State of Nevada on April 2, 2008
        (incorporated by reference from our Current Report on Form 8-K filed on
        April 21, 2008).                                              
|        |                                                                                                                                                                                                                                                  
|3.4     | Articles of
        Merger (incorporated by reference from our Current Report on Form 8-K
        filed on June 26, 2008).                                                                                                                       
|        |                                                                                                                                                                                                                                                  
|3.5     | Certificate
        of Change filed with the Secretary of State of Nevada on August 29, 2008
        with respect to the reverse stock split (incorporated by reference from
        our Current Report on Form 8-K filed on September 17, 2008).
|        |                                                                                                                                                                                                                                                  
|(10)    | Material
        Contracts                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                  
|10.1    | Asset Purchase
        Agreement dated August 22, 2008, among the Company and Mr. Shuayb K. Suleimany
        (incorporated by reference from our Current Report on Form 8-K filed on
        August 28, 2008).                                  
|        |                                                                                                                                                                                                                                                  
|10.2    | Employment Agreement
        dated August 22, 2008, among the Company and Mr. LaPrade (incorporated
        by reference from our Current Report on Form 8-K filed on August 28, 2008).                                                          
|        |                                                                                                                                                                                                                                                  
|10.3    | Employment Agreement
        dated August 22, 2008, among the Company and Mr. Kesonpat (incorporated
        by reference from our Current Report on Form 8-K filed on August 28, 2008).                                                         
|        |                                                                                                                                                                                                                                                  
|10.4    | Asset Purchase
        Agreement between the Company and Euroslot S.A.S dated September 26, 2008
        (incorporated by reference from our Current Report on Form 8-K filed on
        September 26, 2008).                                    
|        |                                                                                                                                                                                                                                                  
|10.5    | License Agreement
        between the Company and Euroslot S.A.S. dated September 26, 2008 (incorporated
        by reference from our Current Report on Form 8-K filed on September 26,
        2008).                                          
|        |                                                                                                                                                                                                                                                  
|(31)    | Section 302
        Certifications                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                  
|31.1*   | Section
        302 Certification                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                  
|(32)    | Section 906
        Certifications                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                  
|32.1*   | Section
        906 Certification                                                                                                                                                                                                                

* filed herewith

---

ITEM 14:        
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's independent registered
public accounting firm, for the years ended August 31, 2008 and August 31,
2007:

|Services           | 2008    | 2007   
|------------------ | ------- | -------
|Audit fees         | $12,500 | $6,500 
|Audit related fees | $6,500  | $4,850 
|Tax fees           | $2,500  | $1,250 
|All other fees     | $0      | $0     
|Total fees         | $21,500 | $12,600

Audit Fees. Audit fees consist of fees billed for
professional services rendered for the audits of our financial statements,
reviews of our interim financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and other services that are normally provided by Stark Winter
Schenkein & Co., LLP for the fiscal years ended August 31, 2008 and 2007.
There were $12,500 audit fees paid to Stark Winter Schenkein & Co., LLP for
the fiscal year ended August 31, 2008 and $6,500 for the fiscal year ended
August 31, 2007

Audit related Fees. There were $6,500 audit related fees
paid to Stark Winter Schenkein & Co., LLP for the fiscal year ended August
31, 2008 and $4,850 for the fiscal year ended August 31, 2007.

Tax Fees. Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions. The costs for the
preparation of the tax return are estimated to be $2,500.

We do not use Stark Winter Schenkein & Co., LLP, for
financial information system design and implementation. These services, which
include designing or implementing a system that aggregates source data
underlying the financial statements or generates information that is significant
to our financial statements, are provided internally or by other service
providers. We do not engage Stark Winter Schenkein & Co., LLP to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Stark Winter Schenkein & Co., LLP is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our sole director either before or after the respective
services were rendered.

Our board of directors have considered the nature and amount of
fees billed by Stark Winter Schenkein & Co., LLP and believe that the
provision of services for activities unrelated to the audit is compatible with
maintaining Stark Winter Schenkein & Co., LLPs independence.

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

USR TECHNOLOGY, INC.



By:    /s/ John L.
Ogden
          John L.
Ogden           President,
Chairman and Director         
Principal Executive Officer, Principal Financial Officer
and           Principal
Accounting
Officer           Date:
December 15, 2008.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



By:    /s/ John L.
Ogden
          John L.
Ogden           President,
Chairman and Director         
Principal Executive Officer, Principal Financial Officer
and           Principal
Accounting
Officer           Date:
December 15, 2008.

---