USRI USA Recycling Industries Inc (CE)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2008

or

[   ] 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.
(Exact name of registrant as specified in its charter)

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

281.378.8029
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
[X] YES    [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

[   ] YES    [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
15,020,017common shares issued and outstanding as of January 9, 2009

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim financial statements for the three month period ended November 30, 2008 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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USR TECHNOLOGY, INC.
(AN EXPLORATION STAGE COMPANY)
Financial Statements
November 30, 2008

 

	Page
Balance Sheet
November 30, 2008 (Unaudited) and August 31, 2008	2
Statements of Operations (Unaudited)
For the Three Months Ended November 30, 2008 and November 30, 2007 and for the Period September 30, 2005 (Inception) to November 30, 2008	3
Statements of Cash Flows (Unaudited)
For the Three Months Ended November 30, 2008 and November 30, 2007 and for the Period September 30, 2005 (Inception) to November 30, 2008	4
Notes to the Financial Statements (Unaudited)	5 - 7

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USR TECHNOLOGY, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS

ASSETS
		November 30, 2008			August 31, 2008
		(Unaudited)
Current Assets
Cash	$	30,234		$	83,270
Accounts Receivable		188,261			238,492
Inventory		-			20,750
Other Current Assets		26,836			26,836
Total Current Assets		245,331			369,348
Fixed Assets
Drilling Equipment		-			738,989
Furniture & Fixtures		3,850			11,896
Total Fixed Assets		3,850			750,885
Other Assets
Credit and license agreement		2,000			-
Equipment held for sale		738,989			-
TOTAL ASSETS	$	990,170		$	1,120,233
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	99,240		$	69,311
Accrued Expenses		48,875			242,889
Shareholder Loans		108,500			77,500
Total current liabilities		256,615			389,700
STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value, 150,000,000 shares authorized
15,020,017 and 13,019,989 shares issued and outstanding at November
30, 2008 and August 31, 2008		15,020			13,020
Additional Paid in Capital		1,115,969			1,115,969
(Deficit) Accumulated During the Exploration Stage		(397,434	)		(398,456	)
Total Stockholders' Equity		733,555			730,533
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	990,170		$	1,120,233

See the accompanying notes to the fi nancial statements

-2-

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USR TECHNOLOGY, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND NOVEMBER 30, 2007
AND FOR THE PERIOD SEPTEMBER 30, 2005 (INCEPTION) TO NOVEMBER 30, 2008

		Three Months			Three Months			Inception
		Ended			Ended			(September 30, 2005) to
		November 30, 2008			November 30, 2007			November 30, 2008
Sales revenue	$	478,388		$	-		$	716,881
Cost of sales		296,992			-			469,301
Gross profit		181,396			-			247,580
Mineral property expenses		-			-			13,974
General and administrative expenses		160,932			5,050			611,598
		160,932			5,050			625,572
Write down of fixed assets		19,442			-			19,442
Net (loss) before income taxes		1,022			(5,050	)		(397,434	)
Income taxes		-			-			-
Net income (loss)	$	1,022		$	(5,050	)	$	(397,434	)
Weighted average common shares
outstanding - basic and diluted		14,329,549			11,920,000
Net (loss) per common share -
basic and diluted	$	0.00		$	(0.00	)

See the accompanying notes to the financial statements

-3-

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USR TECHNOLOGY, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 AND NOVEMBER 30, 2007
AND FOR THE PERIOD SEPTEMBER 30, 2005 (INCEPTION) TO NOVEMBER 30, 2008

		Three Months			Three Months			Inception
		Ended			Ended			(September 30, 2005	)
		November 30, 2008			November 30, 2007			to November 30, 2008
Cash flow from operating activities:
Net income (loss)	$	1,022		$	(5,050	)	$	(397,434	)
Adjustments to reconcile net (loss) to net cash provided by
(used in) operating activities:
Write down of fixed assets		19,442			-			19,442
(Increase) decrease in accounts receivable		50,231			-			(188,261	)
Decrease in inventory		20,750			-			-
Increase in other current assets		-			-			(26,836	)
Increase (decrease) in accounts payable and accrued expenses		(164,085	)		784			148,115
Net cash (used by) operating activities		(72,640	)		(4,266	)		(444,974	)
Cash flows from investing activities:
Purchase of furniture & fixtures		(11,396	)		-			(23,292	)
Net cash (used by) investing activities		(11,396	)		-			(23,292	)
Cash flows from financing activities:
Proceeds from loans		31,000			10,000			108,500
Bank overdraft		-			(1,990	)		-
Issuance of capital stock for cash		-			-			390,000
Net cash provided by financing activities		31,000			8,010			498,500
Increase (decrease) in cash		(53,036	)		3,744			30,234
Cash - beginning of period		83,270			-			-
Cash - end of period	$	30,234		$	3,744		$	30,234
Non cash investing activities
Issuance of common stock for an exclusive license
agreement and purchase of Snake Screen assets	$	2,000		$	-		$	2,000
Issuance of common stock for fixed assets	$	-		$	-		$	738,989

See the accompanying notes to the financial statements

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USR TECHNOLOGY, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2008
(Unaudited)

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

The accompanying unaudited financial statements of USR Technology, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and footnotes included thereto for the fiscal year ended August 31, 2008, for USR Technology, Inc. on Form 10KSB, as filed with the Securities and Exchange Commission.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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.

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $397,434 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 repay 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

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. SHAREHOLDER LOANS

During October 2008, the Company received $31,000 in loans from affiliates of the Company. The loans are non-interest bearing, unsecured and payable upon demand.

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NOTE 4. 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. There are 15,020,017 shares of common stock outstanding.

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 and 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. All shares and per share amounts have been restated to reflect these splits.

During the period from September 30, 2005 (Inception) to August 31, 2007, the Company issued 11,920,028 common shares for total cash proceeds of $29,000.

During the fiscal year ended August 31, 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 $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 in 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 during the period ended November 30, 2008.

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 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 ScreenTM technology. 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. During the quarter ended November 30, 2008, we ceased all drilling service operations pending the receipt of additional financing.  As we have ceased operations pending the receipt of additional financing, the common shares and corresponding assets are recorded at par value of $0.001 per share. Upon receipt of additional financing, management will review our business plan. In the interim management is investigating additional opportunities for the Company in all industry sectors.

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 split restricted shares of our common stock to Shuayb K Al Suleimany. The fair value of the equipment was approximately $738,989. The closing of the transaction described in the asset purchase agreement occurred on August 26, 2008.

During our quarter ended November 30, 2008, we ceased all drilling services 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.

Outstanding and Exercisable Warrants

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

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NOTE 5. SUBSEQUENT EVENTS

On December 30, 2008, the Company incorporated a wholly owned subsidiary pursuant to the laws of the State of Nevada under the name Ecological Acquisition Corp.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "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", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements 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, performance or achievements. 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 actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “our company” and “USR” refer to USR Technology, Inc.

Corporate History

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”.

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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. In consideration for the purchase of the assets, we agreed to issue 738,989 post split restricted shares of our common stock to Shuayb K Al Suleimany. The fair value of the equipment was approximately $738,989. The closing of the transaction described in the asset purchase agreement occurred on August 26, 2008. 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 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 ScreenTM technology. .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. During the quarter ended November 30, 2008, we ceased all drilling service operations pending the receipt of additional financing.  As we have ceased operations pending the receipt of additional financing, the common shares and corresponding assets are recorded at par value of $0.001 per share.

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.

During our quarter ended November 30, 2008, we ceased all drilling services 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

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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.

Results of Operations for the three month period ended November 30, 2008 compared to the three month period ended November 30, 2007.

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2008 which are included herein.

We earned revenues of $478,388 during the three month period ended November 30, 2008. Our cost of sales was $296,992, resulting in a gross profit of $181,396. During the three month period ended November 30, 2008, we incurred operating expenses of $160,932, compared to operating expenses of $5,050 incurred during the same period in fiscal 2007. These operating expenses were comprised of general and administrative expenses of $160,932, mostly comprised of payroll, rent and professional services in 2008 compared to $5,050 in 2007. There were no mineral property expenses in 2008 or 2007 as our option agreement on the Strathy Township claim block had been terminated. 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.

During our quarter ended November 30, 2008, we ceased all drilling services 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 is investigating 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 November 30, 2008 was $30,234. 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 drilling services 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

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We have no off-balance sheet arrangements as of November 30, 2008.

Liquidity and Capital Resources

As at November 30, 2008, the Company had $245,331 in current assets, including $30,234 in cash, $188,261 in accounts receivable and $26,836 in other current assets. As at November 30, 2008, we had working capital deficit of $397,434.

We generated revenue of $716,881 and a gross profit of $247,580 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 $31,000 in loans from affiliates of the Company. The loans are 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.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Application of Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Item 4. 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 (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of November 30, 2008, the end of our first quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based

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on the foregoing, our president (also our principal executive officer, principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly 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 changes in our internal controls over financial reporting that occurred during the quarter ended November 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. 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 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

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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 $716,881 since our incorporation and, have incurred sales costs of $469,301 and mineral property and general and administrative expenses totaling $625,572. Our net loss from inception to November 30, 2008 was $397,434. We had cash in the amount of $30,234 as of November 30, 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 on Form 10-KSB, 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

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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

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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

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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. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information

On December 30, 2008, we incorporated a wholly owned subsidiary pursuant to the laws of the State of Nevada under the name Ecological Acquisition Corp.

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Item 6. Exhibits

Exhibit Number	Description
(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).
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).
(21)	Subsidiaries of the Registrant
21.1	Ecological Acquisition Corp.
(31)	Section 302 Certifications
31.1*	Section 302 Certification
(32)	Section 906 Certifications
32.1*	Section 906 Certification

* filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 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: January 14, 2009.

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