##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended September 30, 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 2-5916

CHASE GENERAL CORPORATION

(Exact name of small business issuer as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|MISSOURI                                                       |  | 36-2667734                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

1307 South 59th, St. Joseph, Missouri 64507

(Address of principal executive offices, Zip Code)

(816) 279-1625

(Issuers telephone number, including area code)

NONE

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

Check whether the issuer (1) filed all reports required to be filed by Section 12, 13 or 15(d)
of the 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  ̈

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



|                        |  |                                                  |  |                            
|----------------------- |  | ------------------------------------------------ |  | ---------------------------
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer  ̈        
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934)

Yes  ̈    No x

As of October 31, 2008, there were 969,834 shares of common stock, $1 par value, issued and outstanding.









---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

INDEX



|           |  |                                                                                                                    |  |   
|---------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --
|PART I.    |  | FINANCIAL INFORMATION                                                                                              |  |   
|           |  |                                                                                                                   
|Item 1.    |  | Financial Statements                                                                                               |  |   
|           |  |                                                                                                                   
|           |  | Condensed Consolidated Balance Sheets as of September 30, 2008 (unaudited) and June 30, 2008                       |  | 3 
|           |  |                                                                                                                   
|           |  | Condensed Consolidated Statements of Operations for the three Months ended September 30, 2008 and 2007 (unaudited) |  | 5 
|           |  |                                                                                                                   
|           |  | Condensed Consolidated Statements of Cash Flows For the three months ended September 30, 2008 and 2007 (unaudited) |  | 6 
|           |  |                                                                                                                   
|           |  | Condensed Notes to Consolidated Financial Statements (unaudited)                                                   |  | 7 
|           |  |                                                                                                                   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 11
|           |  |                                                                                                                   
|Item 4T.   |  | Controls and Procedures                                                                                            |  | 17
|           |  |                                                                                                                   
|PART II.   |  | OTHER INFORMATION                                                                                                  |  |   
|           |  |                                                                                                                   
|Item 1.    |  | Legal proceedings                                                                                                  |  | 18
|           |  |                                                                                                                   
|Item 3.    |  | Defaults Upon Senior Securities                                                                                    |  | 18
|           |  |                                                                                                                   
|Item 6.    |  | Exhibits                                                                                                           |  | 18
|           | 
|SIGNATURES |  | 19                                                                                                                



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS



|                                 |  |                   |           |              |   |        
|-------------------------------- |  | ----------------- | --------- | ------------ | - | -------
|                                 |  | September 30,2008 |           | June 30,2008
|                                 |  | (Unaudited)       |           | (Audited)   
|CURRENT ASSETS                   |  |                   |           |              |   |        
|Cash and cash equivalents        |  | $                 | 22,103    |              | $ | 24,828 
|Trade receivables, net           |  |                   | 392,639   |              |   | 211,932
|Inventories:                     |  |                   |           |              |   |        
|Finished goods                   |  |                   | 334,957   |              |   | 72,651 
|Goods in process                 |  |                   | 18,791    |              |   | 3,857  
|Raw materials                    |  |                   | 69,580    |              |   | 56,346 
|Packaging materials              |  |                   | 155,054   |              |   | 170,276
|Prepaid expenses                 |  |                   | 4,190     |              |   | 6,146  
|Deferred income taxes            |  |                   | 9,682     |              |   | 8,890  
|                                 |  |                   |           |              |   |        
|Total current assets             |  |                   | 1,006,996 |              |   | 554,926
|PROPERTY AND EQUIPMENTNET       |  |                   | 286,207   |              |   | 274,024
|OTHER ASSETS                     |  |                   |           |              |   |        
|Deferred income taxesnoncurrent |  |                   | 2,100     |              |   | 12,024 
|                                 |  |                   |           |              |   |        
|TOTAL ASSETS                     |  | $                 | 1,295,303 |              | $ | 840,974
|                                 |  |                   |           |              |   |        

The accompanying notes are an integral part of the

condensed consolidated financial statements.



3



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS EQUITY



|                                                                         |  |                   |            |   |              |   |            |  
|------------------------------------------------------------------------ |  | ----------------- | ---------- | - | ------------ | - | ---------- | -
|                                                                         |  | September 30,2008 |            |   | June 30,2008 |  
|                                                                         |  | (Unaudited)       |            |   | (Audited)    |  
|CURRENT LIABILITIES                                                      |  |                   |            |   |              |   |            |  
|Accounts payable                                                         |  | $                 | 338,697    |   |              | $ | 84,879     |  
|Current maturities of notes payable                                      |  |                   | 162,447    |   |              |   | 62,007     |  
|Current maturities of forgivable loanbank                               |  |                   | 5,000      |   |              |   | 5,000      |  
|Notes payablestockholder                                                |  |                   | 140,000    |   |              |   | 140,000    |  
|Accrued expenses                                                         |  |                   | 34,216     |   |              |   | 17,582     |  
|Deferred income                                                          |  |                   | 1,299      |   |              |   | 1,299      |  
|                                                                         |  |                   |            |   |              |   |            |  
|Total current liabilities                                                |  |                   | 681,659    |   |              |   | 310,767    |  
|                                                                         |  |                   |            |   |              |   |            |  
|LONG-TERM LIABILITIES                                                    |  |                   |            |   |              |   |            |  
|Deferred income                                                          |  |                   | 10,129     |   |              |   | 10,454     |  
|Forgivable loanbank, less current maturities                            |  |                   | 5,000      |   |              |   | 5,000      |  
|Notes payable, less current maturities                                   |  |                   | 35,654     |   |              |   | 21,012     |  
|                                                                         |  |                   |            |   |              |   |            |  
|Total long-term liabilities                                              |  |                   | 50,783     |   |              |   | 36,466     |  
|                                                                         |  |                   |            |   |              |   |            |  
|Total liabilities                                                        |  |                   | 732,442    |   |              |   | 347,233    |  
|                                                                         |  |                   |            |   |              |   |            |  
|STOCKHOLDERS EQUITY                                                     |  |                   |            |   |              |   |            |  
|Capital stock issued and outstanding:                                    |  |                   |            |   |              |   |            |  
|Prior cumulative preferred stock, $5 par value:                          |  |                   |            |   |              |   |            |  
|Series A (liquidation preference $2,017,500 and $2,010,000 respectively) |  |                   | 500,000    |   |              |   | 500,000    |  
|Series B (liquidation preference $1,972,500 and $1,965,000 respectively) |  |                   | 500,000    |   |              |   | 500,000    |  
|Cumulative preferred stock, $20 par value                                |  |                   |            |   |              |   |            |  
|Series A (liquidation preference $4,624,102 and $4,609,469 respectively) |  |                   | 1,170,660  |   |              |   | 1,170,660  |  
|Series B (liquidation preference $753,586 and $751,201 respectively)     |  |                   | 190,780    |   |              |   | 190,780    |  
|Common stock, $1 par value                                               |  |                   | 969,834    |   |              |   | 969,834    |  
|Paid-in capital in excess of par                                         |  |                   | 3,134,722  |   |              |   | 3,134,722  |  
|Accumulated deficit                                                      |  |                   | (5,903,135 | ) |              |   | (5,972,255 | )
|                                                                         |  |                   |            |   |              |   |            |  
|Total stockholders equity                                               |  |                   | 562,861    |   |              |   | 493,741    |  
|                                                                         |  |                   |            |   |              |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                               |  | $                 | 1,295,303  |   |              | $ | 840,974    |  
|                                                                         |  |                   |            |   |              |   |            |  

The accompanying notes are an integral part of the

condensed consolidated financial statements.



4



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                        |  |                                |         |   |      |   |         |  
|------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                        |  | Three Months EndedSeptember 30 |        
|                                                        |  | 2008                           |         |   | 2007 |  
|NET SALES                                               |  | $                              | 688,457 |   |      | $ | 403,428 |  
|COST OF SALES                                           |  |                                | 428,271 |   |      |   | 298,510 |  
|                                                        |  |                                |         |   |      |   |         |  
|Gross profit on sales                                   |  |                                | 260,186 |   |      |   | 104,918 |  
|                                                        |  |                                |         |   |      |   |         |  
|OPERATING EXPENSES                                      |  |                                |         |   |      |   |         |  
|Selling                                                 |  |                                | 73,547  |   |      |   | 56,722  |  
|General and administrative                              |  |                                | 105,722 |   |      |   | 98,257  |  
|                                                        |  |                                |         |   |      |   |         |  
|Total operating expenses                                |  |                                | 179,269 |   |      |   | 154,979 |  
|                                                        |  |                                |         |   |      |   |         |  
|Income (loss) from operations                           |  |                                | 80,917  |   |      |   | (50,061 | )
|OTHER INCOME (EXPENSE)                                  |  |                                | (2,665  | ) |      |   | (982    | )
|                                                        |  |                                |         |   |      |   |         |  
|Net income (loss) before income taxes expense (benefit) |  |                                | 78,252  |   |      |   | (51,043 | )
|INCOME TAXES EXPENSE (BENEFIT)                          |  |                                | 9,132   |   |      |   | (3,732  | )
|                                                        |  |                                |         |   |      |   |         |  
|NET INCOME (LOSS)                                       |  |                                | 69,120  |   |      |   | (47,311 | )
|Preferred dividends                                     |  |                                | (32,018 | ) |      |   | (32,018 | )
|                                                        |  |                                |         |   |      |   |         |  
|Net income (loss) applicable to common stockholders     |  | $                              | 37,102  |   |      | $ | (79,329 | )
|                                                        |  |                                |         |   |      |   |         |  
|NET INCOME (LOSS) PER SHARE OF COMMON STOCK -           |  |                                |         |   |      |   |         |  
|BASIC                                                   |  | $                              | .04     |   |      | $ | (.08    | )
|                                                        |  |                                |         |   |      |   |         |  
|DILUTED                                                 |  | $                              | .02     |   |      | $ | (.08    | )
|                                                        |  |                                |         |   |      |   |         |  
|WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING     |  |                                | 969,834 |   |      |   | 969,834 |  
|                                                        |  |                                |         |   |      |   |         |  

The accompanying notes are an integral part of the

condensed consolidated financial statements.



5



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                       |  |                                |          |   |      |   |          |  
|-------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                       |  | Three Months EndedSeptember 30 |         
|                                                                                       |  | 2008                           |          |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                   |  |                                |          |   |      |   |          |  
|Net income (loss)                                                                      |  | $                              | 69,120   |   |      | $ | (47,311  | )
|Adjustments to reconcile net income (loss) to net cash (used in) operating activities: |  |                                |          |   |      |   |          |  
|Depreciation and amortization                                                          |  |                                | 16,644   |   |      |   | 14,665   |  
|Provision for bad debts                                                                |  |                                | 300      |   |      |   | 300      |  
|Deferred income amortization                                                           |  |                                | (325     | ) |      |   | (325     | )
|Deferred income taxes                                                                  |  |                                | 9,132    |   |      |   | (3,732   | )
|Effects of changes in operating assets and liabilities:                                |  |                                |          |   |      |   |          |  
|Trade receivables                                                                      |  |                                | (181,007 | ) |      |   | (11,075  | )
|Inventories                                                                            |  |                                | (275,252 | ) |      |   | (394,657 | )
|Prepaid expenses                                                                       |  |                                | 1,956    |   |      |   | 6,500    |  
|Accounts payable                                                                       |  |                                | 253,818  |   |      |   | 228,341  |  
|Accrued expenses                                                                       |  |                                | 16,634   |   |      |   | 15,645   |  
|                                                                                       |  |                                |          |   |      |   |          |  
|Net cash (used in) operating activities                                                |  |                                | (88,980  | ) |      |   | (191,649 | )
|                                                                                       |  |                                |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                   |  |                                |          |   |      |   |          |  
|Purchases of property and equipment                                                    |  |                                | (4,873   | ) |      |   | (503     | )
|                                                                                       |  |                                |          |   |      |   |          |  
|Net cash (used in) investing activities                                                |  |                                | (4,873   | ) |      |   | (503     | )
|                                                                                       |  |                                |          |   |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                   |  |                                |          |   |      |   |          |  
|Proceeds from line-of-credit                                                           |  |                                | 95,000   |   |      |   | 175,000  |  
|Proceeds from notes payable - stockholder                                              |  |                                |         |   |      |   | 20,000   |  
|Principal payments on vehicle notes payable                                            |  |                                | (3,872   | ) |      |   |         |  
|                                                                                       |  |                                |          |   |      |   |          |  
|Net cash provided by financing activities                                              |  |                                | 91,128   |   |      |   | 195,000  |  
|                                                                                       |  |                                |          |   |      |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   |  |                                | (2,725   | ) |      |   | 2,848    |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         |  |                                | 24,828   |   |      |   | 22,232   |  
|                                                                                       |  |                                |          |   |      |   |          |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                               |  | $                              | 22,103   |   |      | $ | 25,080   |  
|                                                                                       |  |                                |          |   |      |   |          |  

The accompanying notes are an integral part of the

condensed consolidated financial statements.



6



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 1GENERAL

The condensed consolidated balance sheet of Chase General Corporation (Chase or we, us, or our) at June 30, 2008 has been taken from audited consolidated financial statements at that date
and condensed. The condensed consolidated financial statements as of and for the three months ended September 30, 2008 and for the three months ended September 30, 2007 are unaudited and reflect all normal and recurring accruals and
adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results and cash flows for the interim periods presented in this quarterly report. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements and notes thereto, together with managements discussion and analysis of financial condition and results of operations, contained in our Annual Report on Form
10-KSB for the year ended June 30, 2008. The results of operations and cash flows for the three months ended September 30, 2008 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2009. Where
appropriate, items within the condensed consolidated financial statements have been reclassified from the previous periods presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered
necessary to fairly present financial position, results of operations and cash flows for the periods have been included.

NOTE 2NET INCOME (LOSS)
PER SHARE

The income (loss) per share was computed on the weighted average of outstanding common shares during the period. Diluted earnings per share
is calculated by including contingently issuable shares with the weighted average shares outstanding. No computation was made on common stock equivalents outstanding for 2007 EPS because loss per share would be anti-dilutive.



|                                                   |  |                                |        |      |   |         |  
|-------------------------------------------------- |  | ------------------------------ | ------ | ---- | - | ------- | -
|                                                   |  | Three Months EndedSeptember 30 |       
|                                                   |  | 2008                           |        | 2007 |  
|Net income (loss)                                  |  | $                              | 69,120 |      | $ | (47,311 | )
|                                                   |  |                                |        |      |   |         |  
|Preferred dividend requirements:                   |  |                                |        |      |   |         |  
|6% Prior Cumulative Preferred, $5 par value        |  |                                | 15,000 |      |   | 15,000  |  
|5% Convertible Cumulative Preferred, $20 par value |  |                                | 17,018 |      |   | 17,018  |  
|                                                   |  |                                |        |      |   |         |  
|Total dividend requirements                        |  |                                | 32,018 |      |   | 32,018  |  
|                                                   |  |                                |        |      |   |         |  
|Net income (loss) common stockholders              |  | $                              | 37,102 |      | $ | (79,329 | )
|                                                   |  |                                |        |      |   |         |  



7



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 2NET INCOME (LOSS) PER SHARE(CONTINUED)



|                                                |  |                                |           |      |   |           |  
|----------------------------------------------- |  | ------------------------------ | --------- | ---- | - | --------- | -
|                                                |  | Three Months EndedSeptember 30 |          
|                                                |  | 2008                           |           | 2007 |  
|Weighted average sharesbasic                   |  |                                | 969,834   |      |   | 969,834   |  
|Dilutive effect of contingently issuable shares |  |                                | 1,033,334 |      |   | 1,033,334 |  
|                                                |  |                                |           |      |   |           |  
|Weighted Average SharesDiluted                 |  |                                | 2,003,168 |      |   | 2,003,168 |  
|                                                |  |                                |           |      |   |           |  
|Basic earnings (loss) per share                 |  | $                              | .04       |      | $ | (.08      | )
|                                                |  |                                |           |      |   |           |  
|Diluted earnings (loss) per share               |  | $                              | .02       |      | $ | (.08      | )
|                                                |  |                                |           |      |   |           |  

Cumulative Preferred Stock dividends in arrears at September 30, 2008 and 2007, totaled $6,956,248 and
$6,828,176, respectively. Total dividends in arrears, on a per share basis, consist of the following at September 30:



|               |  |                                |    |      |   |   
|-------------- |  | ------------------------------ | -- | ---- | - | --
|               |  | Three Months EndedSeptember 30
|               |  | 2008                           |    | 2007
|6% Convertible |  |                                |    |      |   |   
|Series A       |  | $                              | 15 |      | $ | 15
|Series B       |  |                                | 14 |      |   | 15
|               |  |                               
|5% Convertible |  |                                |    |      |   |   
|Series A       |  |                                | 59 |      |   | 58
|Series B       |  |                                | 59 |      |   | 58

The 6% convertible prior cumulative preferred stock may, upon thirty days prior notice, be redeemed by the
Corporation at $5.25 a share plus unpaid accrued dividends to date of redemption. In the event of voluntary liquidation, holders of this stock are entitled to receive $5.25 per share plus accrued dividends. It may be exchanged for common stock at
the option of the shareholders in the ratio of 4 common shares for one share of Series A and 3.75 common shares for one share of Series B.

The Company has
the privilege of redemption of 5% convertible cumulative preferred stock at $21.00 a share plus unpaid accrued dividends. In the event of voluntary or involuntary liquidation, holders of this stock are entitled to receive $20.00 a share plus unpaid
accrued dividends. It may be exchanged for common stock at the option of the shareholders, in the ratio of 3.795 common shares for one of preferred.



8



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 3FORGIVABLE LOAN AND DEFERRED INCOME

During 2004, the Company received a $25,000 economic development incentive from Buchanan County, which is a five year forgivable loan at a rate of $5,000 per year. The Nodaway Valley Bank has established an
Irrevocable Standby Letter of Credit in the amount of $25,000 as collateral for this loan, with a maturity date of December 31, 2009. The Company has met the criteria of occupying a 20,000 square foot building and the criteria of creating a
minimum of two new full-time equivalent jobs during the first year of operation in the new facility. In addition, the Company maintained 19 existing jobs for two years thereafter and will be required to do so until the five year term has expired.
Once the Company is no longer legally entitled to return the monies, the liability will be reclassified as deferred revenue and amortized into income over the life on the lease term of the new facility. At September 30, 2008 and June 30,
2008, $15,000 has been reclassified to deferred revenue. Deferred revenue is recognized on a straight-line basis over the lease term of 20 years. During the three months ended September 30, 2008 and 2007, deferred revenue of $325 was amortized
into income for each period.

NOTE 4NOTE PAYABLEVEHICLES

The Company has two loans payable to Ford Motor Co. as follows:



| | 1) | $1,001 monthly payments, including interest of -0-%; final payment due March 2011, secured by a vehicle.
| | -- | --------------------------------------------------------------------------------------------------------



| | 2) | $573 monthly payments, including interest of 6.99%; final payment due July 2012, secured by a vehicle.
| | -- | ------------------------------------------------------------------------------------------------------



|      |  |   |       
|----- |  | - | ------
|2009  |  | $ | 17,447
|2010  |  |   | 17,840
|2011  |  |   | 12,258
|2012  |  |   | 5,556 
|      |  |   |       
|Total |  | $ | 53,101
|      |  |   |       

NOTE 5NOTES PAYABLEBANK

Effective July 20, 2007, the Company had a $250,000 line-of-credit agreement which expired on January 1, 2008. This line-of-credit agreement was renewed on that date to extend until January 1, 2009 with
a variable interest rate at prime. The line-of-credit was collateralized by certain equipment. At September 30, 2008 and June 30, 2008, the outstanding balance on the line-of-credit was $145,000 and $50,000, respectively. The Company is
currently in the process of obtaining a renewal of this line-of-credit.



9



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 6NOTES PAYABLESTOCKHOLDER

The Company borrowed $190,000, from a stockholder/officer during the fiscal year ending June 30, 2008. These unsecured loans have no maturity date and carry a 4.5% annual interest rate effective September 1,
2008. The outstanding balance at September 30, 2008 and June 30, 2008 was $140,000.

NOTE 7INCOME TAXES

The Company adopted the provisions of Financial Accounting Standard Board Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income
TaxesAn Interpretation of FASB No. 109 effective July 1, 2007, which clarified the accounting for uncertainty in tax positions. The Company had no unrecognized tax benefits as of the date of adoption, the income tax positions
taken for open years are appropriately stated and supported for all open years, and the adoption of FIN 48 did not have a material effect on the Companys consolidated financial statements.

The Company has a net operating loss carryforward of approximately $171,000 as of September 30, 2008. Based on the available objective evidence, it is more likely
than not, that the full loss will be fully utilized. Therefore, no allowance has been recorded for the three months ended September 30, 2008. The deferred income taxes for the three months ended September 30, 2008 and June 30, 2008
was $11,782 and $20,914, respectively.

NOTE 8SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION



|                         |  |                                |        |      |   |    
|------------------------ |  | ------------------------------ | ------ | ---- | - | ---
|                         |  | Three Months EndedSeptember 30
|                         |  | 2008                           |        | 2007
|Cash paid for:           |  |                                |        |      |   |    
|Interest                 |  | $                              | 1,305  |      | $ | 859
|                         |  |                               
|Non-cash transaction:    |  |                                |        |      |   |    
|Financing of new vehicle |  |                                | 23,954 |      |   |   



10



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|--------- | ------------------------------------------------------------------------------------

OVERVIEW

Chase General Corporation (Chase) is a holding company for its wholly-owned subsidiary, Dye Candy Company.
This subsidiary is the main operating company that is engaged in the manufacture of confectionery products which are sold primarily to wholesale houses, grocery accounts, vendors, and repackers. The subsidiary (Company) operates two divisions, Chase
Candy division and Seasonal Candy division, which share a common labor force and utilize the same basic equipment and raw materials. Therefore, segment reporting for the two divisions is not maintained by Management.

RESULTS OF OPERATIONSThree Months Ended September 30, 2008 Compared with Three Months Ended September 30, 2007

The following management comments regarding Chases results of operations and outlook should be read in conjunction with the condensed consolidated financial
statements included pursuant to Item 1 of the quarterly report.

The following table sets forth certain items as a percentage of net sales and
revenues for the periods presented:



|                                        |  |                                |   |  |      |   
|--------------------------------------- |  | ------------------------------ | - |  | ---- | --
|                                        |  | Three Months EndedSeptember 30 |  
|                                        |  | 2008                           |   |  | 2007 |   
|Net sales                               |  | 100                            | % |  | 100  | % 
|Cost of sales                           |  | 62                             |   |  | 74   |   
|                                        |  |                                |   |  |      |   
|Gross profit                            |  | 38                             |   |  | 26   |   
|Operating expenses                      |  | 26                             |   |  | 38   |   
|                                        |  |                                |   |  |      |   
|Earnings (loss) from operations         |  | 12                             |   |  | (12  | ) 
|Net earnings (loss) before income taxes |  | 11                             |   |  | (13  | ) 
|Credit for income taxes                 |  | (1                             | ) |  | (1   | ) 
|                                        |  |                                |   |  |      |   
|Net income (loss)                       |  | 10                             | % |  | (12  | )%
|                                        |  |                                |   |  |      |   



11



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|--------- | ---------------------------------------------------------------------

NET SALES

Net sales increased $285,029 or 71% for the three months ended September 30, 2008 from $403,428 to $688,457. Gross sales for
Chase Candy division increased $113,546 from $333,727 to $447,273. Gross sales for Seasonal Candy division increased $173,486 from $79,118 to $252,604.

The increase in net sales, as well as gross sales, for the three month period ended September 30, 2008 for
the Chase Candy division is due to new customer orders of approximately $56,000; timing of shipping in current quarter that historically were shipped in 2ndquarter last year or the last quarter of prior fiscal year $49,000; along with an average 12.5% price increase. The increase in gross sales for the Seasonal Candy division is due to approximately $44,000 new customer orders; timing of
shipping $85,000; and an average 6.2% price increase.

COST OF SALES

The cost of sales increased $129,761 from $298,510 or 74% of related revenues for the three months ended September 30, 2007, compared to $428,271 or 62% of related revenues for the three months ended
September 30, 2008.

The increase in cost of sales is a 43% increase which is proportionate to the 71% increase in net sales as reflected above.
Direct costs of goods for materials manufactured and production labor force for the three months ended September 30, 2008, prior to recognizing change in finished goods and goods in process inventories, increased $80,295 from $426,884 as
compared to $507,179 as a result of raw material price increases for sugar4 cents per pound; peanuts 8 cents per pound and a 4% raise for the production labor force. In addition, freight in/out costs increase $23,825 from $48,559 to $72,384 as
a result of a warmer summer requiring more refrigerated shipping along with incurring fixed surcharges on shipments.

SELLING EXPENSE

Selling expense for the three months ended September 30, 2008 increased $16,825 from $56,722, 14% of sales, to $73,547 or 11% of sales. The increase in selling
expenses is due to higher commissions being paid and promotion expenses for the period which is a direct result from the 71% sales volume increase.

GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative expense for the three months ended September 30, 2008 increased $7,465
from $98,257 and 24% of sales, to $105,722 or 15% of sales primarily because of a $6,230 increase in costs updating Chases website.



12



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|--------- | ---------------------------------------------------------------------

OTHER INCOME (EXPENSE)

Other income and (expense) increased by $1,683 for the three months ended September 30, 2008 from $(982), to
$(2,665) due to an increase in interest expense.

INCOME TAXES EXPENSE (BENEFIT)

The Company recorded a tax expense for the three months ended September 30, 2008 of $9,132 as compared to the tax benefit of $3,732 for the three months ended September 30, 2007. The net tax expense recorded
for the three months ended September 30, 2008 is primarily due to recognizing deferred taxes related to the carryover of operating loss. The Company has incurred a loss for the previous two fiscal years, which was not available to carryback to
obtain previously paid income taxes. Based on the available objective evidence, Management estimates it is more likely than not, that the net deferred tax asset will be fully realizable in the next two fiscal years, so no valuation allowance has
been reported at September 30, 2008. There was a $43,000 valuation allowance reflected at September 30, 2007.

NET INCOME (LOSS)

The Company reported net income for the three months ended September 30, 2008 of $69,120, compared to a net loss of $(47,311) for the three months
ended September 30, 2007. This increase of $116,431 is explained above.

PREFERRED DIVIDENDS

Preferred dividends were $32,018 for the three months ended September 30, 2008 and 2007.

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

Net income (loss) applicable to common stockholders was $37,102
for the three months ended September 30, 2008 compared to $(79,329) for the three months ended September 30, 2007 for the reasons discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2008, Chase had $22,103 in cash and cash equivalents compared to $24,828 as of
June 30, 2008 and $25,080 as of September 30, 2007. Management expects cash flow from operations to be negative during this time period, since this is the start of busy season for Chase as reflected in increased receivables of $181,007,
inventories of $275,252, and accounts payable of $253,818.



13



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2.  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|--------- | ---------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The table below presents the summary of cash flow for the fiscal period indicated.



|                                          |  |      |         |   |      |   |          |  
|----------------------------------------- |  | ---- | ------- | - | ---- | - | -------- | -
|                                          |  | 2008 |         |   | 2007 |  
|Net cash used in operating activities     |  | $    | (88,980 | ) |      | $ | (191,649 | )
|Net cash used in investing activities     |  | $    | (4,873  | ) |      | $ | (503     | )
|Net cash provided by financing activities |  | $    | 91,128  |   |      | $ | 195,000  |  

The $4,873 of cash used in investing activities was the result of capital expenditures. Management has no material
commitments for capital expenditures during the remainder of fiscal 2009. The $91,128 of cash provided by financing activities is receipt of $95,000 proceeds from the line-of-credit and payments on the vehicle loans. Management believes that the
projected cash flow from operations, combined with its existing cash balances, will be sufficient to meet its funding requirements for the foreseeable future. Chase does have $105,000 remaining on its bank line-of-credit, which could be utilized to
help fund any working capital requirements.

Management believes that inflation will have only a minimal effect on future operations since such effects
will be offset by sales price increases, which are not expected to have a significant effect upon demand.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

The preparation of the condensed consolidated
financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used
in preparing these condensed consolidated financial statements include those assumed in computing the carrying value of equipment and allowance for doubtful accounts receivable. Accordingly, actual results could differ from those estimates. Any
changes in estimates are recorded in the period in which they become known.

Credit Risk

Financial instruments that potentially subject Chase to concentrations of credit risk consist principally of cash and accounts receivable. Chase grants unsecured credit
to substantially all of its customers. Management does not believe that it is exposed to any extraordinary credit risk as a result of this policy. Chase deposits all monies at the Nodaway Valley Bank. These accounts are insured up to $250,000 by the
Federal Deposit Insurance Corporation. Chase has not experienced any losses in such accounts. Management does not believe Chase is exposed to any significant credit risk with respect to its cash and cash equivalents.



14



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|-------- | ---------------------------------------------------------------------

CRITICAL ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenues as product is shipped to the customers. Net sales are comprised of the total sales billed during the period including shipping and handling charges to customers, less the estimated
returns, customer allowances and customer discounts.

Allowance for Doubtful Accounts

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects managements best estimate of amounts that will not be collected. The allowance for doubtful accounts is based on
managements assessment of the collectibility of specific customer accounts and the aging of the accounts receivable. If there is a deterioration of a major customers credit worthiness or actual defaults are higher than the historical
experience, managements estimates of the recoverability of amounts due the Company could be adversely affected. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the
allowance for doubtful accounts.

Inventories

Inventories are carried at the lower of cost or market value with cost being determined on the first-in, first-out basis of accounting. Finished goods and goods in process include a provision for manufacturing
overhead.

Property and Equipment

Property and
equipment is recorded at cost. The Companys property and equipment are being depreciated on straight-line and accelerated methods over the following estimated useful lives:



|                        |  |                                                  
|----------------------- |  | -------------------------------------------------
|Buildings               |  | 39 years                                         
|Machinery and equipment |  | 5  7 years                                      
|Trucks and autos        |  | 5 years                                          
|Office equipment        |  | 5  7 years                                      
|Leasehold improvements  |  | Lesser of estimated useful life or the lease term

Cash Flows

For purposes of the statements of cash flows, Chase considers all short-term investments purchased with original maturity dates of three months or less to be cash equivalents.



15



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|-------- | ---------------------------------------------------------------------

CRITICAL ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

Effective July 1, 2008, Chase adopted Statement of financial Accounting Standard No. 157 (SFAS 157), Fair Value Measurements, SFAS 157 defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. The adoption of
SFAS 157 did not have any effect on Chases results of operations, financial condition and cash flows.

Effective July 1, 2008, Chase adopted
Statement of Financial Accounting Standard No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115.SFAS 159 permits entities to
choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings cause by measuring related
assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term measurement objectives for
accounting for financial instruments. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity
Securities, applies to all entities with available-for-sale and trading securities. The adoption of SFAS 159 did not have any effect on Chases results of operations, financial condition and cash flows.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141R) and SFAS No. 160, Accounting and Reporting of
Noncontrolling Interest in Consolidated Financial Statements(SFAS 160). These statements significantly change the accounting for and reporting of business combinations and noncontrolling (minority) interests in consolidated
financial statements. These statements will require noncontrolling interests to be reclassified to equity, consolidated net income to be adjusted to include net income attributed to the noncontrolling interest, and consolidated comprehensive income
to be adjusted to include the comprehensive income attributed to the noncontrolling interest. SFAS 141R and SFAS 160 are required to be adopted simultaneously. SFAS 141 is to be applied prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 14, 2008. SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is initially adopted except
for the presentation and disclosure requirements which will be applied retrospectively for all periods. Early adoption is prohibited. The Company is currently evaluating the impact of adopting SFAS 141R and SFAS 160 on its consolidated financial
statements.



16



---

##### Table of Contents

CHASE GENERAL CORPORATION AND SUBSIDIARY



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
|-------- | ---------------------------------------------------------------------

CRITICAL ACCOUNTING POLICIES (CONTINUED)

Forward-Looking Information

This report as well as our other reports filed with the Securities and Exchange Commission (SEC) contains forward-looking statements made pursuant to the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. The words believe, estimate, anticipate, project, intend, expect, plan, outlook, forecast, may,
will, should, continue, predict and similar expressions are intended to identify forward-looking statements. This report contains forward-looking statements regarding, among other topics, our expected
financial position, results of operations, cash flows, strategy, and managements plans and objectives. Accordingly, these forward-looking statements are based on assumptions about a number of important factors. While we believe that our
assumptions about such factors are reasonable, such factors involve risks and uncertainties that could cause actual results to be different from what appear here. These risk factors include: the ability to adequately pass through customers
unanticipated future increases in raw material costs, decreased demand for products, expected orders that do not occur, loss of key customers, the impact of competition and price erosion as well as supply and manufacturing constraints, and other
risks and uncertainties. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this report will prove accurate, and our actual results may differ materially from these forward-looking
statements. We assume no obligation to update any forward-looking statements made herein.



|ITEM 4T. | CONTROLS AND PROCEDURES
|--------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Chases management, with the participation of the Chief Executive Officer, has evaluated the effectiveness of Chases disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as mended (the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, this
officer has concluded that Chases disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in periodic filings under the Exchange Act is accumulated and communicated to
management, including those officers, and to members of the Board of Directors, to allow timely decisions regarding required disclosure.

Change in
Internal Controls

There were no significant changes in Chases internal controls over financial reporting or in other factors that in
managements estimates are reasonably likely to materially affect Chases internal controls over financial reporting subsequent to the date of the evaluation.



17



---

##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



| | a. | None
| | -- | ----



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



| | a. | None
| | -- | ----



| | b. | The total cumulative preferred stock dividends contingency at September 30, 2008 is $6,956,248.
| | -- | -----------------------------------------------------------------------------------------------



|ITEM 6. | EXHIBITS
|------- | --------



| | a. | Exhibits.
| | -- | ---------



| | Exhibit 31.1 | Officer Certification
| | ------------ | ---------------------

| | Exhibit 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ------------ | ----------------------------------------------------------------------------------------------------------------------



18



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements 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.



|                                                                                                               
|---------------------------------------------------------------------------------------------------------------
|Chase General Corporation and Subsidiary (Registrant)                                                          
|                                                                                                               
|/S/BARRY M. YANTIS                                                                                             
|Barry M. Yantis President, Chief Executive Officer, Treasurer and Chairman of the Board Date: November 12, 2008







19