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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 May 31, 2008



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File No. 001-06198



|     |  |                                                                               
|---- |  | ------------------------------------------------------------------------------
|LOGO |  | UNITED REFINING COMPANY (Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                   |  | 25-1411751                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|15 Bradley Street                                              |  |                                     
|Warren, Pennsylvania                                           |  | 16365                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



814-723-1500

(Registrants telephone number, including area code)





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.     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  x   |  | (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈



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



Number of shares outstanding of Registrants Common Stock as of
July 14, 2008: 100.









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TABLE OF ADDITIONAL REGISTRANTS



|                                                   |  |                                            |  |                                  |  |                      
|-------------------------------------------------- |  | ------------------------------------------ |  | -------------------------------- |  | ---------------------
|Name                                               |  | State of OtherJurisdiction ofIncorporation |  | IRS EmployerIdentificationNumber |  | CommissionFile Number
|Kiantone Pipeline Corporation                      |  | New York                                   |  | 25-1211902                       |  | 333-35083-01         
|Kiantone Pipeline Company                          |  | Pennsylvania                               |  | 25-1416278                       |  | 333-35083-03         
|United Refining Company of Pennsylvania            |  | Pennsylvania                               |  | 25-0850960                       |  | 333-35083-02         
|United Jet Center, Inc.                            |  | Delaware                                   |  | 52-1623169                       |  | 333-35083-06         
|Kwik-Fill Corporation                              |  | Pennsylvania                               |  | 25-1525543                       |  | 333-35083-05         
|Independent Gas and Oil Company of Rochester, Inc. |  | New York                                   |  | 06-1217388                       |  | 333-35083-11         
|Bell Oil Corp.                                     |  | Michigan                                   |  | 38-1884781                       |  | 333-35083-07         
|PPC, Inc.                                          |  | Ohio                                       |  | 31-0821706                       |  | 333-35083-08         
|Super Test Petroleum, Inc.                         |  | Michigan                                   |  | 38-1901439                       |  | 333-35083-09         
|Kwik-Fil, Inc.                                     |  | New York                                   |  | 25-1525615                       |  | 333-35083-04         
|Vulcan Asphalt Refining Corporation                |  | Delaware                                   |  | 23-2486891                       |  | 333-35083-10         
|Country Fair, Inc.                                 |  | Pennsylvania                               |  | 25-1149799                       |  | 333-35083-12         



2



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FORM 10-Q CONTENTS



|           |  |                                                                                                         |  |        
|---------- |  | ------------------------------------------------------------------------------------------------------- |  | -------
|           |  |                                                                                                         |  | PAGE(S)
|PART I.    |  | FINANCIAL INFORMATION                                                                                   |  | 4      
|           |  |                                                                                                        
|Item 1.    |  | Financial Statements                                                                                    |  | 4      
|           |  |                                                                                                        
|           |  | Consolidated Balance Sheets  May 31, 2008 (unaudited) and August 31, 2007                              |  | 4      
|           |  |                                                                                                        
|           |  | Consolidated Statements of Operations  Quarter and Nine Months Ended May 31, 2008 and 2007
(unaudited) |  | 5      
|           |  |                                                                                                        
|           |  | Consolidated Statements of Cash Flows  Nine Months Ended May 31, 2008 and 2007 (unaudited)             |  | 6      
|           |  |                                                                                                        
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                  |  | 7      
|           |  |                                                                                                        
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 15     
|           |  |                                                                                                        
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                              |  | 24     
|           |  |                                                                                                        
|Item 4.    |  | Controls and Procedures                                                                                 |  | 24     
|           |  |                                                                                                        
|PART II.   |  | OTHER INFORMATION                                                                                       |  | 25     
|           |  |                                                                                                        
|Item 1.    |  | Legal Proceedings                                                                                       |  | 25     
|           |  |                                                                                                        
|Item 1A.   |  | Risk Factors                                                                                            |  | 25     
|           |  |                                                                                                        
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                             |  | 25     
|           |  |                                                                                                        
|Item 3.    |  | Defaults Upon Senior Securities                                                                         |  | 25     
|           |  |                                                                                                        
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                     |  | 25     
|           |  |                                                                                                        
|Item 5.    |  | Other Information                                                                                       |  | 25     
|           |  |                                                                                                        
|Item 6.    |  | Exhibits                                                                                                |  | 25     
|           | 
|Signatures |  | 26                                                                                                     



3



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|PART I. | FINANCIAL INFORMATION
|------- | ---------------------



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



UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(in
thousands, except share amounts)



|                                                                                           |  |                        |         |   |                |   |         |  
|------------------------------------------------------------------------------------------ |  | ---------------------- | ------- | - | -------------- | - | ------- | -
|                                                                                           |  | May 31,2008(Unaudited) |         |   | August 31,2007 |  
|Assets                                                                                     |  |                        |         |   |                |   |         |  
|Current:                                                                                   |  |                        |         |   |                |   |         |  
|Cash and cash equivalents                                                                  |  | $                      | 53,398  |   |                | $ | 135,441 |  
|Marketable securities                                                                      |  |                        |        |   |                |   | 75,854  |  
|Accounts receivable, net                                                                   |  |                        | 107,285 |   |                |   | 79,703  |  
|Inventories                                                                                |  |                        | 212,727 |   |                |   | 166,024 |  
|Prepaid expenses and other assets                                                          |  |                        | 79,735  |   |                |   | 16,957  |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Total current assets                                                                       |  |                        | 453,145 |   |                |   | 473,979 |  
|Property, plant and equipment, net                                                         |  |                        | 240,056 |   |                |   | 217,837 |  
|Investment in affiliated company                                                           |  |                        | 5,022   |   |                |   | 3,510   |  
|Deferred financing costs, net                                                              |  |                        | 4,841   |   |                |   | 5,635   |  
|Goodwill                                                                                   |  |                        | 1,349   |   |                |   | 1,349   |  
|Tradename                                                                                  |  |                        | 10,500  |   |                |   | 10,500  |  
|Amortizable intangible assets, net                                                         |  |                        | 1,832   |   |                |   | 2,191   |  
|Deferred turnaround costs and other assets, net                                            |  |                        | 15,427  |   |                |   | 9,252   |  
|Deferred income taxes                                                                      |  |                        | 7,704   |   |                |   | 7,313   |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Total assets                                                                               |  | $                      | 739,876 |   |                | $ | 731,566 |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Liabilities and Stockholders Equity                                                       |  |                        |         |   |                |   |         |  
|Current:                                                                                   |  |                        |         |   |                |   |         |  
|Revolving credit facility                                                                  |  | $                      | 32,000  |   |                | $ |        |  
|Current installments of long-term debt                                                     |  |                        | 2,082   |   |                |   | 1,808   |  
|Accounts payable                                                                           |  |                        | 93,538  |   |                |   | 69,806  |  
|Accrued liabilities                                                                        |  |                        | 24,727  |   |                |   | 15,643  |  
|Income taxes payable                                                                       |  |                        | 1,083   |   |                |   | 36,514  |  
|Sales, use and fuel taxes payable                                                          |  |                        | 21,543  |   |                |   | 20,725  |  
|Deferred income taxes                                                                      |  |                        | 7,218   |   |                |   | 7,218   |  
|Amounts due to affiliated companies, net                                                   |  |                        | 7,045   |   |                |   | 2,177   |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Total current liabilities                                                                  |  |                        | 189,236 |   |                |   | 153,891 |  
|Long term debt: less current installments                                                  |  |                        | 356,109 |   |                |   | 357,144 |  
|Deferred gain on settlement of pension plan obligations                                    |  |                        | 109     |   |                |   | 270     |  
|Deferred retirement benefits                                                               |  |                        | 78,044  |   |                |   | 77,305  |  
|Other noncurrent liabilities                                                               |  |                        | 21      |   |                |   | 46      |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Total liabilities                                                                          |  |                        | 623,519 |   |                |   | 588,656 |  
|                                                                                           |  |                        |         |   |                |   |         |  
|Commitments and contingencies                                                              |  |                        |         |   |                |   |         |  
|Stockholders equity:                                                                      |  |                        |         |   |                |   |         |  
|Common stock; $.10 par value per share  shares authorized 100; issued and outstanding 100 |  |                        |        |   |                |   |        |  
|Additional paid-in capital                                                                 |  |                        | 22,031  |   |                |   | 22,031  |  
|Retained earnings                                                                          |  |                        | 114,168 |   |                |   | 141,555 |  
|Accumulated other comprehensive loss                                                       |  |                        | (19,842 | ) |                |   | (20,676 | )
|                                                                                           |  |                        |         |   |                |   |         |  
|Total stockholders equity                                                                 |  |                        | 116,357 |   |                |   | 142,910 |  
|                                                                                           |  |                        |         |   |                |   |         |  
|                                                                                           |  | $                      | 739,876 |   |                | $ | 731,566 |  
|                                                                                           |  |                        |         |   |                |   |         |  



See accompanying notes
to consolidated financial statements.



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UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

(in thousands)



|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|-------------------------------------------- |  | ------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                             |  | Three Months EndedMay 31, |         |   | Nine Months EndedMay 31, |  
|                                             |  | 2008                      |         |   | 2007                     |   |         | 2008 |  |   | 2007      |  
|Net sales                                    |  | $                         | 788,949 |   |                          | $ | 587,298 |      |  | $ | 2,146,235 |   |  | $ | 1,664,675 |  
|Costs of goods sold                          |  |                           | 733,130 |   |                          |   | 488,934 |      |  |   | 1,990,948 |   |  |   | 1,487,059 |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Gross profit                                 |  |                           | 55,819  |   |                          |   | 98,364  |      |  |   | 155,287   |   |  |   | 177,616   |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Expenses:                                    |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Selling, general and administrative expenses |  |                           | 36,116  |   |                          |   | 34,081  |      |  |   | 106,845   |   |  |   | 102,162   |  
|Depreciation and amortization expenses       |  |                           | 4,058   |   |                          |   | 3,470   |      |  |   | 12,138    |   |  |   | 10,447    |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Total operating expenses                     |  |                           | 40,174  |   |                          |   | 37,551  |      |  |   | 118,983   |   |  |   | 112,609   |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Operating income                             |  |                           | 15,645  |   |                          |   | 60,813  |      |  |   | 36,304    |   |  |   | 65,007    |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Other income (expense):                      |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Interest expense, net                        |  |                           | (8,595  | ) |                          |   | (6,214  | )    |  |   | (22,826   | ) |  |   | (17,320   | )
|Other, net                                   |  |                           | (462    | ) |                          |   | (177    | )    |  |   | (1,557    | ) |  |   | (659      | )
|Equity in net earnings of affiliate          |  |                           | 618     |   |                          |   | 438     |      |  |   | 1,512     |   |  |   | 1,273     |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|                                             |  |                           | (8,439  | ) |                          |   | (5,953  | )    |  |   | (22,871   | ) |  |   | (16,706   | )
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Income before income tax expense             |  |                           | 7,206   |   |                          |   | 54,860  |      |  |   | 13,433    |   |  |   | 48,301    |  
|Income tax expense                           |  |                           | 2,955   |   |                          |   | 22,494  |      |  |   | 5,508     |   |  |   | 19,804    |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Net income                                   |  | $                         | 4,251   |   |                          | $ | 32,366  |      |  | $ | 7,925     |   |  | $ | 28,497    |  
|                                             |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  







See accompanying notes to consolidated financial statements.



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UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

(in thousands)



|                                                                                            |  |                   |          |   |             |   |         |  
|------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ----------- | - | ------- | -
|                                                                                            |  | Nine Months Ended |         
|                                                                                            |  | May 31,2008       |          |   | May 31,2007 |  
|Cash flows from operating activities:                                                       |  |                   |          |   |             |   |         |  
|Net income                                                                                  |  | $                 | 7,925    |   |             | $ | 28,497  |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                   |          |   |             |   |         |  
|Depreciation and amortization                                                               |  |                   | 15,664   |   |             |   | 13,154  |  
|Equity in net earnings of affiliate                                                         |  |                   | (1,512   | ) |             |   | (1,273  | )
|Deferred income taxes                                                                       |  |                   | (971     | ) |             |   | (2,047  | )
|Loss on asset dispositions                                                                  |  |                   | 1,068    |   |             |   | 1,198   |  
|Cash used in working capital items                                                          |  |                   | (133,992 | ) |             |   | (26,358 | )
|Other, net                                                                                  |  |                   | 2        |   |             |   | (6      | )
|Change in operating assets and liabilities:                                                 |  |                   |          |   |             |   |         |  
|Deferred retirement benefits                                                                |  |                   | 2,153    |   |             |   | 6,180   |  
|Other assets                                                                                |  |                   | (20      | ) |             |   | (34     | )
|Other noncurrent liabilities                                                                |  |                   | (25      | ) |             |   | (367    | )
|                                                                                            |  |                   |          |   |             |   |         |  
|Total adjustments                                                                           |  |                   | (117,633 | ) |             |   | (9,553  | )
|                                                                                            |  |                   |          |   |             |   |         |  
|Net cash (used in) provided by operating activities                                         |  |                   | (109,708 | ) |             |   | 18,944  |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Cash flows from investing activities:                                                       |  |                   |          |   |             |   |         |  
|Additions to property, plant and equipment                                                  |  |                   | (34,471  | ) |             |   | (31,525 | )
|Additions to deferred turnaround costs                                                      |  |                   | (9,520   | ) |             |   | (4,339  | )
|Distribution received                                                                       |  |                   |         |   |             |   | 1,000   |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Net cash used in investing activities                                                       |  |                   | (43,991  | ) |             |   | (34,864 | )
|                                                                                            |  |                   |          |   |             |   |         |  
|Cash flows from financing activities:                                                       |  |                   |          |   |             |   |         |  
|Net borrowings on revolving credit facility                                                 |  |                   | 32,000   |   |             |   |        |  
|Proceeds from sale of investment securities                                                 |  |                   | 75,854   |   |             |   |        |  
|Proceeds from issuance of long term debt                                                    |  |                   | 178      |   |             |   | 131,956 |  
|Dividends to stockholder                                                                    |  |                   | (35,312  | ) |             |   | (9,090  | )
|Principal reductions of long term debt                                                      |  |                   | (956     | ) |             |   | (700    | )
|Deferred financing costs                                                                    |  |                   | (108     | ) |             |   | (788    | )
|                                                                                            |  |                   |          |   |             |   |         |  
|Net cash provided by financing activities                                                   |  |                   | 71,656   |   |             |   | 121,378 |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Net (decrease) increase in cash and cash equivalents                                        |  |                   | (82,043  | ) |             |   | 105,458 |  
|Cash and cash equivalents, beginning of year                                                |  |                   | 135,441  |   |             |   | 59,197  |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Cash and cash equivalents, end of period                                                    |  | $                 | 53,398   |   |             | $ | 164,655 |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Cash used in working capital items:                                                         |  |                   |          |   |             |   |         |  
|Accounts receivable, net                                                                    |  | $                 | (27,582  | ) |             | $ | (1,528  | )
|Inventories                                                                                 |  |                   | (46,703  | ) |             |   | 9,473   |  
|Prepaid expenses and other assets                                                           |  |                   | (62,778  | ) |             |   | (17,376 | )
|Accounts payable                                                                            |  |                   | 23,732   |   |             |   | (31,075 | )
|Accrued liabilities                                                                         |  |                   | 9,084    |   |             |   | 5,131   |  
|Income taxes payable                                                                        |  |                   | (35,431  | ) |             |   | 6,093   |  
|Sales, use and fuel taxes payable                                                           |  |                   | 818      |   |             |   | 1,643   |  
|Amounts due from affiliated companies, net                                                  |  |                   | 4,868    |   |             |   | 1,281   |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Total change                                                                                |  | $                 | (133,992 | ) |             | $ | (26,358 | )
|                                                                                            |  |                   |          |   |             |   |         |  
|Cash paid during the period for:                                                            |  |                   |          |   |             |   |         |  
|Interest                                                                                    |  | $                 | 18,947   |   |             | $ | 12,258  |  
|Income taxes                                                                                |  | $                 | 42,273   |   |             | $ | 15,779  |  
|                                                                                            |  |                   |          |   |             |   |         |  
|Non-cash investing activities:                                                              |  |                   |          |   |             |   |         |  
|Property additions & capital leases                                                         |  | $                 | 598      |   |             | $ |        |  
|                                                                                            |  |                   |          |   |             |   |         |  



See accompanying notes
to consolidated financial statements.



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UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Description of Business and Basis of Presentation
|-- | -------------------------------------------------



The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and
its subsidiaries, and Kiantone Pipeline Corporation (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.



The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern
Pennsylvania. Operations are organized into two business segments: wholesale and retail.



The wholesale segment is responsible for the acquisition of crude oil, petroleum refining,
supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and Keystone® brand names through a network of Company-operated retail units and convenience and grocery items
through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.



The Company is a wholly-owned subsidiary of United Refining, Inc., a
wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the Parent).



The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for
the three and nine months ended May 31, 2008 are not necessarily indicative of the results that may be expected for the year ending August 31, 2008. For further information, refer to the consolidated financial statements and footnotes
thereto included in the Companys Form 10-K for the fiscal year ended August 31, 2007.



|2. | Recent Accounting Pronouncements
|-- | --------------------------------



In September 2006, the FASB issued Staff Position No. AUG AIR-1, Accounting for Planned Major Maintenance Activities (Position No. AUG
AIR-1). Position No. AUG AIR-1 prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities.



The provisions of Position No. AUG AIR-1 are effective for fiscal years beginning after December 15, 2006. The adoption of AUG AIR-1 by the Company
effective September 1, 2007 had no impact on the Companys financial position, results of operations or cash flows.



In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations (Statement 141R), which replaces
Statement No. 141. Statement 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the
acquiree and the goodwill acquired. Statement 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. Statement 141R is effective for fiscal years beginning
after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of Statement 141R on the Companys consolidated financial position, results of operations and cash flows.



7



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UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements  an Amendment of Accounting Research Bulletin No. 51 (Statement 160), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other
than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. Statement 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owner. Statement 160 is
effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of Statement 160 on the Companys consolidated financial position, results of operations and
cash flows.



In June 2006, the FASB issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with Statement No. 109, Accounting for Income Taxes. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement classification, accounting for interest and penalties and accounting in interim periods and disclosure. The Company adopted FIN No. 48 effective September 1, 2007, with no cumulative effect adjustment required, and the adoption
has no effect on the Companys financial position, results of operations and cash flows.



The Companys results of operations are included in the consolidated Federal tax return of the Parent and separately in various state jurisdictions. The Company is open to examination for tax years 2002 through
2006. There is currently one state tax audit in process and there are no unsettled income tax assessments outstanding.



The Companys policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of interest expense, net and
other, net, respectively. No amounts of such expenses are currently accrued.



|3. | Reclassification
|-- | ----------------



Certain amounts in the prior years consolidated financial statements have been reclassified to conform with the presentation in the current year.



|4. | Inventories
|-- | -----------



As of May 31, 2008 and August 31, 2007, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately
$144,892,000 and $63,209,000, respectively. The May 31, 2008 LIFO calculation was computed using quantities and prices which are not necessarily indicative of the actual quantities and prices which will exist at fiscal year-end. Due to
anticipated fluctuations in inventory levels and the many factors which enter into the LIFO calculation which are beyond managements control, it is the policy of the Company to record the LIFO inventory adjustment only at fiscal year-end.



8



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##### Table of Contents

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|5. | Subsidiary Guarantors
|-- | ---------------------



Certain of United Refining Companys (the issuer) subsidiaries function as guarantors under the terms of the issuers indenture for
its $350,000,000 Senior Unsecured Notes due August 15, 2012. Financial information for the issuer and its wholly owned subsidiary guarantors is as follows:



CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)



|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------ | ------- | - | --------------- | - | ------- | ------------ |  | - | ------------ | - |  | ------ | ------- | - | ---------- | - | ------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | ------- | -
|                                                                                         |  | May 31, 2008 |         |   | August 31, 2007 |  
|                                                                                         |  | Issuer       |         |   | Guarantors      |   |         | Eliminations |  |   | Consolidated |   |  | Issuer |         |   | Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Assets                                                                                   |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Current:                                                                                 |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Cash and cash equivalents                                                                |  | $            | 36,592  |   |                 | $ | 16,806  |              |  | $ |             |   |  | $      | 53,398  |   |            | $ | 123,858 |              |  | $ | 11,583       |   |  | $ |         |   |  | $ | 135,441 |  
|Marketable securities                                                                    |  |              |        |   |                 |   |        |              |  |   |             |   |  |        |        |   |            |   | 75,854  |              |  |   |             |   |  |   |         |   |  |   | 75,854  |  
|Accounts receivable, net                                                                 |  |              | 62,547  |   |                 |   | 44,738  |              |  |   |             |   |  |        | 107,285 |   |            |   | 49,577  |              |  |   | 30,126       |   |  |   |         |   |  |   | 79,703  |  
|Inventories                                                                              |  |              | 177,338 |   |                 |   | 35,389  |              |  |   |             |   |  |        | 212,727 |   |            |   | 139,382 |              |  |   | 26,642       |   |  |   |         |   |  |   | 166,024 |  
|Prepaid expenses and other assets                                                        |  |              | 73,864  |   |                 |   | 5,871   |              |  |   |             |   |  |        | 79,735  |   |            |   | 12,660  |              |  |   | 4,297        |   |  |   |         |   |  |   | 16,957  |  
|Intercompany                                                                             |  |              | 169,210 |   |                 |   | 16,578  |              |  |   | (185,788     | ) |  |        |        |   |            |   | 135,343 |              |  |   | 17,374       |   |  |   | (152,717 | ) |  |   |        |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total current assets                                                                     |  |              | 519,551 |   |                 |   | 119,382 |              |  |   | (185,788     | ) |  |        | 453,145 |   |            |   | 536,674 |              |  |   | 90,022       |   |  |   | (152,717 | ) |  |   | 473,979 |  
|Property, plant and equipment, net                                                       |  |              | 162,566 |   |                 |   | 77,490  |              |  |   |             |   |  |        | 240,056 |   |            |   | 141,955 |              |  |   | 75,882       |   |  |   |         |   |  |   | 217,837 |  
|Investment in affiliated company                                                         |  |              | 5,022   |   |                 |   |        |              |  |   |             |   |  |        | 5,022   |   |            |   | 3,510   |              |  |   |             |   |  |   |         |   |  |   | 3,510   |  
|Deferred financing costs, net                                                            |  |              | 4,841   |   |                 |   |        |              |  |   |             |   |  |        | 4,841   |   |            |   | 5,635   |              |  |   |             |   |  |   |         |   |  |   | 5,635   |  
|Goodwill and other non-amortizable assets                                                |  |              |        |   |                 |   | 11,849  |              |  |   |             |   |  |        | 11,849  |   |            |   |        |              |  |   | 11,849       |   |  |   |         |   |  |   | 11,849  |  
|Amortizable intangible assets, net                                                       |  |              |        |   |                 |   | 1,832   |              |  |   |             |   |  |        | 1,832   |   |            |   |        |              |  |   | 2,191        |   |  |   |         |   |  |   | 2,191   |  
|Deferred turnaround costs & other assets                                                 |  |              | 14,229  |   |                 |   | 1,198   |              |  |   |             |   |  |        | 15,427  |   |            |   | 7,908   |              |  |   | 1,344        |   |  |   |         |   |  |   | 9,252   |  
|Deferred income taxes                                                                    |  |              | 12,062  |   |                 |   | (4,358  | )            |  |   |             |   |  |        | 7,704   |   |            |   | 13,063  |              |  |   | (5,750       | ) |  |   |         |   |  |   | 7,313   |  
|Investment in subsidiaries                                                               |  |              | (8,614  | ) |                 |   |        |              |  |   | 8,614        |   |  |        |        |   |            |   | (3,863  | )            |  |   |             |   |  |   | 3,863    |   |  |   |        |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total assets                                                                             |  | $            | 709,657 |   |                 | $ | 207,393 |              |  | $ | (177,174     | ) |  | $      | 739,876 |   |            | $ | 704,882 |              |  | $ | 175,538      |   |  | $ | (148,854 | ) |  | $ | 731,566 |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Liabilities and Stockholders Equity                                                     |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Current:                                                                                 |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Revolving credit facility                                                                |  | $            | 32,000  |   |                 | $ |        |              |  | $ |             |   |  | $      | 32,000  |   |            | $ |        |              |  | $ |             |   |  | $ |         |   |  | $ |        |  
|Current installments of long-term debt                                                   |  |              | 1,222   |   |                 |   | 860     |              |  |   |             |   |  |        | 2,082   |   |            |   | 1,003   |              |  |   | 805          |   |  |   |         |   |  |   | 1,808   |  
|Accounts payable                                                                         |  |              | 73,330  |   |                 |   | 20,208  |              |  |   |             |   |  |        | 93,538  |   |            |   | 54,421  |              |  |   | 15,385       |   |  |   |         |   |  |   | 69,806  |  
|Accrued liabilities                                                                      |  |              | 19,443  |   |                 |   | 5,284   |              |  |   |             |   |  |        | 24,727  |   |            |   | 10,474  |              |  |   | 5,169        |   |  |   |         |   |  |   | 15,643  |  
|Income taxes payable                                                                     |  |              | 3,764   |   |                 |   | (2,681  | )            |  |   |             |   |  |        | 1,083   |   |            |   | 38,215  |              |  |   | (1,701       | ) |  |   |         |   |  |   | 36,514  |  
|Sales, use and fuel taxes payable                                                        |  |              | 17,337  |   |                 |   | 4,206   |              |  |   |             |   |  |        | 21,543  |   |            |   | 16,736  |              |  |   | 3,989        |   |  |   |         |   |  |   | 20,725  |  
|Deferred income taxes                                                                    |  |              | 7,870   |   |                 |   | (652    | )            |  |   |             |   |  |        | 7,218   |   |            |   | 9,041   |              |  |   | (1,823       | ) |  |   |         |   |  |   | 7,218   |  
|Amounts due affiliated companies, net                                                    |  |              | 6,758   |   |                 |   | 287     |              |  |   |             |   |  |        | 7,045   |   |            |   | 1,107   |              |  |   | 1,070        |   |  |   |         |   |  |   | 2,177   |  
|Intercompany                                                                             |  |              |        |   |                 |   | 185,788 |              |  |   | (185,788     | ) |  |        |        |   |            |   |        |              |  |   | 152,717      |   |  |   | (152,717 | ) |  |   |        |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total current liabilities                                                                |  |              | 161,724 |   |                 |   | 213,300 |              |  |   | (185,788     | ) |  |        | 189,236 |   |            |   | 130,997 |              |  |   | 175,611      |   |  |   | (152,717 | ) |  |   | 153,891 |  
|Long term debt: less current installments                                                |  |              | 352,877 |   |                 |   | 3,232   |              |  |   |             |   |  |        | 356,109 |   |            |   | 353,407 |              |  |   | 3,737        |   |  |   |         |   |  |   | 357,144 |  
|Deferred gain on settlement of pension plan obligations                                  |  |              | 109     |   |                 |   |        |              |  |   |             |   |  |        | 109     |   |            |   | 270     |              |  |   |             |   |  |   |         |   |  |   | 270     |  
|Deferred retirement benefits                                                             |  |              | 78,590  |   |                 |   | (546    | )            |  |   |             |   |  |        | 78,044  |   |            |   | 77,298  |              |  |   | 7            |   |  |   |         |   |  |   | 77,305  |  
|Other noncurrent liabilities                                                             |  |              |        |   |                 |   | 21      |              |  |   |             |   |  |        | 21      |   |            |   |        |              |  |   | 46           |   |  |   |         |   |  |   | 46      |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total liabilities                                                                        |  |              | 593,300 |   |                 |   | 216,007 |              |  |   | (185,788     | ) |  |        | 623,519 |   |            |   | 561,972 |              |  |   | 179,401      |   |  |   | (152,717 | ) |  |   | 588,656 |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Commitment and contingencies                                                             |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Stockholders equity                                                                     |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Common stock, $.10 par value per shareshares authorized 100; issued and outstanding 100 |  |              |        |   |                 |   | 18      |              |  |   | (18          | ) |  |        |        |   |            |   |        |              |  |   | 18           |   |  |   | (18      | ) |  |   |        |  
|Additional paid-in capital                                                               |  |              | 22,031  |   |                 |   | 10,651  |              |  |   | (10,651      | ) |  |        | 22,031  |   |            |   | 22,031  |              |  |   | 10,651       |   |  |   | (10,651  | ) |  |   | 22,031  |  
|Retained earnings                                                                        |  |              | 114,168 |   |                 |   | (19,432 | )            |  |   | 19,432       |   |  |        | 114,168 |   |            |   | 141,555 |              |  |   | (14,681      | ) |  |   | 14,681   |   |  |   | 141,555 |  
|Accumulated other comprehensive loss                                                     |  |              | (19,842 | ) |                 |   | 149     |              |  |   | (149         | ) |  |        | (19,842 | ) |            |   | (20,676 | )            |  |   | 149          |   |  |   | (149     | ) |  |   | (20,676 | )
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total stockholders equity                                                               |  |              | 116,357 |   |                 |   | (8,614  | )            |  |   | 8,614        |   |  |        | 116,357 |   |            |   | 142,910 |              |  |   | (3,863       | ) |  |   | 3,863    |   |  |   | 142,910 |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|                                                                                         |  | $            | 709,657 |   |                 | $ | 207,393 |              |  | $ | (177,174     | ) |  | $      | 739,876 |   |            | $ | 704,882 |              |  | $ | 175,538      |   |  | $ | (148,854 | ) |  | $ | 731,566 |  
|                                                                                         |  |              |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  



9



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##### Table of Contents

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)



|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | ------------ |  | - | ------------ | - |  | ------ | ------- | - | ---------- | - | ------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | ------- | -
|                                                  |  | Three Months Ended May 31, 2008 |         |   | Three Months Ended May 31, 2007 |  
|                                                  |  | Issuer                          |         |   | Guarantors                      |   |         | Eliminations |  |   | Consolidated |   |  | Issuer |         |   | Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Net sales                                         |  | $                               | 611,314 |   |                                 | $ | 405,648 |              |  | $ | (228,013     | ) |  | $      | 788,949 |   |            | $ | 425,770 |              |  | $ | 321,557      |   |  | $ | (160,029 | ) |  | $ | 587,298 |  
|Costs of goods sold                               |  |                                 | 586,921 |   |                                 |   | 374,222 |              |  |   | (228,013     | ) |  |        | 733,130 |   |            |   | 354,062 |              |  |   | 294,901      |   |  |   | (160,029 | ) |  |   | 488,934 |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Gross profit                                      |  |                                 | 24,393  |   |                                 |   | 31,426  |              |  |   |             |   |  |        | 55,819  |   |            |   | 71,708  |              |  |   | 26,656       |   |  |   |         |   |  |   | 98,364  |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Expenses:                                         |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Selling, general and administrative expenses      |  |                                 | 5,534   |   |                                 |   | 30,582  |              |  |   |             |   |  |        | 36,116  |   |            |   | 5,816   |              |  |   | 28,265       |   |  |   |         |   |  |   | 34,081  |  
|Depreciation and amortization expenses            |  |                                 | 2,631   |   |                                 |   | 1,427   |              |  |   |             |   |  |        | 4,058   |   |            |   | 2,291   |              |  |   | 1,179        |   |  |   |         |   |  |   | 3,470   |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total operating expenses                          |  |                                 | 8,165   |   |                                 |   | 32,009  |              |  |   |             |   |  |        | 40,174  |   |            |   | 8,107   |              |  |   | 29,444       |   |  |   |         |   |  |   | 37,551  |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Operating income (loss)                           |  |                                 | 16,228  |   |                                 |   | (583    | )            |  |   |             |   |  |        | 15,645  |   |            |   | 63,601  |              |  |   | (2,788       | ) |  |   |         |   |  |   | 60,813  |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Other income (expense):                           |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Interest expense, net                             |  |                                 | (7,711  | ) |                                 |   | (884    | )            |  |   |             |   |  |        | (8,595  | ) |            |   | (3,129  | )            |  |   | (3,085       | ) |  |   |         |   |  |   | (6,214  | )
|Other, net                                        |  |                                 | (743    | ) |                                 |   | 281     |              |  |   |             |   |  |        | (462    | ) |            |   | (464    | )            |  |   | 287          |   |  |   |         |   |  |   | (177    | )
|Equity in net earnings of affiliate               |  |                                 | 618     |   |                                 |   |        |              |  |   |             |   |  |        | 618     |   |            |   | 438     |              |  |   |             |   |  |   |         |   |  |   | 438     |  
|Equity in net earnings of subsidiaries            |  |                                 | (802    | ) |                                 |   |        |              |  |   | 802          |   |  |        |        |   |            |   | (3,763  | )            |  |   |             |   |  |   | 3,763    |   |  |   |        |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|                                                  |  |                                 | (8,638  | ) |                                 |   | (603    | )            |  |   | 802          |   |  |        | (8,439  | ) |            |   | (6,918  | )            |  |   | (2,798       | ) |  |   | 3,763    |   |  |   | (5,953  | )
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Income (loss) before income tax expense (benefit) |  |                                 | 7,590   |   |                                 |   | (1,186  | )            |  |   | 802          |   |  |        | 7,206   |   |            |   | 56,683  |              |  |   | (5,586       | ) |  |   | 3,763    |   |  |   | 54,860  |  
|Income tax expense (benefit)                      |  |                                 | 3,339   |   |                                 |   | (384    | )            |  |   |             |   |  |        | 2,955   |   |            |   | 24,317  |              |  |   | (1,823       | ) |  |   |         |   |  |   | 22,494  |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Net income (loss)                                 |  | $                               | 4,251   |   |                                 | $ | (802    | )            |  | $ | 802          |   |  | $      | 4,251   |   |            | $ | 32,366  |              |  | $ | (3,763       | ) |  | $ | 3,763    |   |  | $ | 32,366  |  
|                                                  |  |                                 |         |   |                                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  



10



---

##### Table of Contents

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)



|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|------------------------------------------------- |  | ------------------------------ | --------- | - | ------------------------------ | - | --------- | ------------ |  | - | ------------ | - |  | ------ | --------- | - | ---------- | - | --------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | --------- | -
|                                                  |  | Nine Months Ended May 31, 2008 |           |   | Nine Months Ended May 31, 2007 |  
|                                                  |  | Issuer                         |           |   | Guarantors                     |   |           | Eliminations |  |   | Consolidated |   |  | Issuer |           |   | Guarantors |   |           | Eliminations |  |   | Consolidated |  
|Net sales                                         |  | $                              | 1,641,455 |   |                                | $ | 1,082,531 |              |  | $ | (577,751     | ) |  | $      | 2,146,235 |   |            | $ | 1,202,400 |              |  | $ | 845,905      |   |  | $ | (383,630 | ) |  | $ | 1,664,675 |  
|Costs of goods sold                               |  |                                | 1,576,044 |   |                                |   | 992,655   |              |  |   | (577,751     | ) |  |        | 1,990,948 |   |            |   | 1,108,021 |              |  |   | 762,668      |   |  |   | (383,630 | ) |  |   | 1,487,059 |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Gross profit                                      |  |                                | 65,411    |   |                                |   | 89,876    |              |  |   |             |   |  |        | 155,287   |   |            |   | 94,379    |              |  |   | 83,237       |   |  |   |         |   |  |   | 177,616   |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Expenses:                                         |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Selling, general and administrative expenses      |  |                                | 16,893    |   |                                |   | 89,952    |              |  |   |             |   |  |        | 106,845   |   |            |   | 17,170    |              |  |   | 84,992       |   |  |   |         |   |  |   | 102,162   |  
|Depreciation and amortization expenses            |  |                                | 7,894     |   |                                |   | 4,244     |              |  |   |             |   |  |        | 12,138    |   |            |   | 6,873     |              |  |   | 3,574        |   |  |   |         |   |  |   | 10,447    |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Total operating expenses                          |  |                                | 24,787    |   |                                |   | 94,196    |              |  |   |             |   |  |        | 118,983   |   |            |   | 24,043    |              |  |   | 88,566       |   |  |   |         |   |  |   | 112,609   |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Operating income (loss)                           |  |                                | 40,624    |   |                                |   | (4,320    | )            |  |   |             |   |  |        | 36,304    |   |            |   | 70,336    |              |  |   | (5,329       | ) |  |   |         |   |  |   | 65,007    |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Other income (expense):                           |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Interest expense, net                             |  |                                | (18,788   | ) |                                |   | (4,038    | )            |  |   |             |   |  |        | (22,826   | ) |            |   | (8,707    | )            |  |   | (8,613       | ) |  |   |         |   |  |   | (17,320   | )
|Other, net                                        |  |                                | (2,419    | ) |                                |   | 862       |              |  |   |             |   |  |        | (1,557    | ) |            |   | (1,509    | )            |  |   | 850          |   |  |   |         |   |  |   | (659      | )
|Equity in net earnings of affiliate               |  |                                | 1,512     |   |                                |   |          |              |  |   |             |   |  |        | 1,512     |   |            |   | 1,273     |              |  |   |             |   |  |   |         |   |  |   | 1,273     |  
|Equity in net earnings of subsidiaries            |  |                                | (4,751    | ) |                                |   |          |              |  |   | 4,751        |   |  |        |          |   |            |   | (8,191    | )            |  |   |             |   |  |   | 8,191    |   |  |   |          |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|                                                  |  |                                | (24,446   | ) |                                |   | (3,176    | )            |  |   | 4,751        |   |  |        | (22,871   | ) |            |   | (17,143   | )            |  |   | (7,763       | ) |  |   | 8,191    |   |  |   | (16,706   | )
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Income (loss) before income tax expense (benefit) |  |                                | 16,178    |   |                                |   | (7,496    | )            |  |   | 4,751        |   |  |        | 13,433    |   |            |   | 53,202    |              |  |   | (13,092      | ) |  |   | 8,191    |   |  |   | 48,301    |  
|Income tax expense (benefit)                      |  |                                | 8,253     |   |                                |   | (2,745    | )            |  |   |             |   |  |        | 5,508     |   |            |   | 24,705    |              |  |   | (4,901       | ) |  |   |         |   |  |   | 19,804    |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  
|Net income (loss)                                 |  | $                              | 7,925     |   |                                | $ | (4,751    | )            |  | $ | 4,751        |   |  | $      | 7,925     |   |            | $ | 28,497    |              |  | $ | (8,191       | ) |  | $ | 8,191    |   |  | $ | 28,497    |  
|                                                  |  |                                |           |   |                                |   |           |              |  |   |              |   |  |        |           |   |            |   |           |              |  |   |              |   |  |   |          |   |  |   |           |  



11



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##### Table of Contents

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)



|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|---------------------------------------------------- |  | ------------------------------ | -------- | - | ------------------------------ | - | ------ | ------------ |  | ------------ | - |  | ------ | -------- | - | ---------- | - | ------- | ------------ |  | ------------ | ------ | - |  | - | - |  | - | ------- | -
|                                                     |  | Nine Months Ended May 31, 2008 |          |   | Nine Months Ended May 31, 2007 |  
|                                                     |  | Issuer                         |          |   | Guarantors                     |   |        | Eliminations |  | Consolidated |   |  | Issuer |          |   | Guarantors |   |         | Eliminations |  | Consolidated |       
|Net cash (used in) provided by operating activities  |  | $                              | (121,918 | ) |                                | $ | 12,210 |              |  | $            |  |  | $      | (109,708 | ) |            | $ | 6,431   |              |  | $            | 12,513 |   |  | $ |  |  | $ | 18,944  |  
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Cash flows from investing activities:                |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Additions to property, plant and equipment           |  |                                | (27,973  | ) |                                |   | (6,498 | )            |  |              |  |  |        | (34,471  | ) |            |   | (23,843 | )            |  |              | (7,682 | ) |  |   |  |  |   | (31,525 | )
|Additions to deferred turnaround costs               |  |                                | (9,481   | ) |                                |   | (39    | )            |  |              |  |  |        | (9,520   | ) |            |   | (4,244  | )            |  |              | (95    | ) |  |   |  |  |   | (4,339  | )
|Distributions received                               |  |                                |         |   |                                |   |       |              |  |              |  |  |        |         |   |            |   | 1,000   |              |  |              |       |   |  |   |  |  |   | 1,000   |  
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Net cash used in investing activities                |  |                                | (37,454  | ) |                                |   | (6,537 | )            |  |              |  |  |        | (43,991  | ) |            |   | (27,087 | )            |  |              | (7,777 | ) |  |   |  |  |   | (34,864 | )
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Cash flows from financing activities:                |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Net borrowings on revolving credit facility          |  |                                | 32,000   |   |                                |   |       |              |  |              |  |  |        | 32,000   |   |            |   |        |              |  |              |       |   |  |   |  |  |   |        |  
|Proceeds from sales of investment securities         |  |                                | 75,854   |   |                                |   |       |              |  |              |  |  |        | 75,854   |   |            |   |        |              |  |              |       |   |  |   |  |  |   |        |  
|Proceeds from issuance of long-term debt             |  |                                |         |   |                                |   | 178    |              |  |              |  |  |        | 178      |   |            |   | 130,711 |              |  |              | 1,245  |   |  |   |  |  |   | 131,956 |  
|Dividends to stockholder                             |  |                                | (35,312  | ) |                                |   |       |              |  |              |  |  |        | (35,312  | ) |            |   | (9,090  | )            |  |              |       |   |  |   |  |  |   | (9,090  | )
|Principal reductions of long-term debt               |  |                                | (328     | ) |                                |   | (628   | )            |  |              |  |  |        | (956     | ) |            |   | (153    | )            |  |              | (547   | ) |  |   |  |  |   | (700    | )
|Deferred financing costs                             |  |                                | (108     | ) |                                |   |       |              |  |              |  |  |        | (108     | ) |            |   | (788    | )            |  |              |       |   |  |   |  |  |   | (788    | )
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Net cash provided by financing activities            |  |                                | 72,106   |   |                                |   | (450   | )            |  |              |  |  |        | 71,656   |   |            |   | 120,680 |              |  |              | 698    |   |  |   |  |  |   | 121,378 |  
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Net (decrease) increase in cash and cash equivalents |  |                                | (87,266  | ) |                                |   | 5,223  |              |  |              |  |  |        | (82,043  | ) |            |   | 100,024 |              |  |              | 5,434  |   |  |   |  |  |   | 105,458 |  
|Cash and cash equivalents, beginning of year         |  |                                | 123,858  |   |                                |   | 11,583 |              |  |              |  |  |        | 135,441  |   |            |   | 52,375  |              |  |              | 6,822  |   |  |   |  |  |   | 59,197  |  
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  
|Cash and cash equivalents, end of period             |  | $                              | 36,592   |   |                                | $ | 16,806 |              |  | $            |  |  | $      | 53,398   |   |            | $ | 152,399 |              |  | $            | 12,256 |   |  | $ |  |  | $ | 164,655 |  
|                                                     |  |                                |          |   |                                |   |        |              |  |              |   |  |        |          |   |            |   |         |              |  |              |        |   |  |   |   |  |   |         |  



12



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UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|6. | Segments of Business
|-- | --------------------



Intersegment revenues are calculated using estimated market prices and are eliminated upon consolidation. Summarized financial information regarding the
Companys reportable segments is presented in the following tables (in thousands):



|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|----------------------------- |  | ------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | --------- | - |  | - | --------- | -
|                              |  | Three Months EndedMay 31, |         |   | Nine Months EndedMay 31, |  
|                              |  | 2008                      |         |   | 2007                     |   |         | 2008 |  |   | 2007      |  
|Net Sales                     |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Retail                        |  | $                         | 404,593 |   |                          | $ | 320,706 |      |  | $ | 1,079,261 |   |  | $ | 842,533   |  
|Wholesale                     |  |                           | 384,356 |   |                          |   | 266,592 |      |  |   | 1,066,974 |   |  |   | 822,142   |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|                              |  | $                         | 788,949 |   |                          | $ | 587,298 |      |  | $ | 2,146,235 |   |  | $ | 1,664,675 |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Intersegment Sales            |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Wholesale                     |  | $                         | 226,958 |   |                          | $ | 159,178 |      |  | $ | 574,481   |   |  | $ | 380,258   |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Operating Income (loss)       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Retail                        |  | $                         | (1,625  | ) |                          | $ | (2,725  | )    |  | $ | (5,997    | ) |  | $ | (4,269    | )
|Wholesale                     |  |                           | 17,270  |   |                          |   | 63,538  |      |  |   | 42,301    |   |  |   | 69,276    |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|                              |  | $                         | 15,645  |   |                          | $ | 60,813  |      |  | $ | 36,304    |   |  | $ | 65,007    |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Depreciation and Amortization |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|Retail                        |  | $                         | 1,328   |   |                          | $ | 1,128   |      |  | $ | 3,947     |   |  | $ | 3,422     |  
|Wholesale                     |  |                           | 2,730   |   |                          |   | 2,342   |      |  |   | 8,191     |   |  |   | 7,025     |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  
|                              |  | $                         | 4,058   |   |                          | $ | 3,470   |      |  | $ | 12,138    |   |  | $ | 10,447    |  
|                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |           |  



|                                          |  |             |         |                |   |        
|----------------------------------------- |  | ----------- | ------- | -------------- | - | -------
|                                          |  | May 31,2008 |         | August 31,2007
|Total Assets                              |  |             |         |                |   |        
|Retail                                    |  | $           | 175,785 |                | $ | 158,164
|Wholesale                                 |  |             | 564,091 |                |   | 573,402
|                                          |  |             |         |                |   |        
|                                          |  | $           | 739,876 |                | $ | 731,566
|                                          |  |             |         |                |   |        
|Capital Expenditures (including non-cash) |  |             |         |                |   |        
|Retail                                    |  | $           | 6,290   |                | $ | 7,783  
|Wholesale                                 |  |             | 28,779  |                |   | 35,831 
|                                          |  |             |         |                |   |        
|                                          |  | $           | 35,069  |                | $ | 43,614 
|                                          |  |             |         |                |   |        



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UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|7. | Employee Benefit Plans
|-- | ----------------------



For the periods ended May 31, 2008 and May 31, 2007, net pension and other postretirement benefit costs were comprised of the following:



|                                      |  |                           |        |   |                                |   |        |      |  |      |       |  |   |      
|------------------------------------- |  | ------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | ---- | ----- |  | - | -----
|                                      |  | Pension Benefits          |        |   | Other Post-Retirement Benefits
|                                      |  | Nine Months Ended May 31, |        |   | Nine Months Ended May 31,     
|                                      |  | 2008                      |        |   | 2007                           |   |        | 2008 |  | 2007
|                                      |  |                           |        |   | (in thousands)                 |   |       
|Service cost                          |  | $                         | 2,045  |   |                                | $ | 1,971  |      |  | $    | 1,991 |  | $ | 1,696
|Interest cost on benefit obligation   |  |                           | 3,536  |   |                                |   | 3,159  |      |  |      | 3,236 |  |   | 2,544
|Expected return on plan assets        |  |                           | (3,720 | ) |                                |   | (3,198 | )    |  |      |      |  |   |     
|Amortization of transition obligation |  |                           | 105    |   |                                |   | 105    |      |  |      | 448   |  |   | 448  
|Amortization and deferral of net loss |  |                           | 54     |   |                                |   | 558    |      |  |      | 697   |  |   | 748  
|                                      |  |                           |        |   |                                |   |        |      |  |      |       |  |   |      
|Net periodic benefit cost             |  | $                         | 2,020  |   |                                | $ | 2,595  |      |  | $    | 6,372 |  | $ | 5,436
|                                      |  |                           |        |   |                                |   |        |      |  |      |       |  |   |      



As of May 31,
2008, $3,600,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2008.



|8. | Derivative Financial Instruments
|-- | --------------------------------



At May 31, 2008 the Company had no open future positions of crude oil. The Company recorded realized losses of $3,518,000 on these future positions
for the nine months ending May 31, 2008 which is recorded in cost of sales.



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



Forward Looking Statements



This Quarterly Report on Form 10-Q contains certain statements that constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its
refinery and retail operations, capital expenditures and other financial items. Words such as expects, intends, plans, projects, believes, estimates, may,
will, should, shall, anticipates, predicts, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.



By their nature, all forward looking statements involve risk and
uncertainties. All phases of the Companys operations involve risks and uncertainties, many of which are outside of the Companys control, and any one of which, or a combination of which, could materially affect the Companys results
of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.



Although we believe our expectations are based on reasonable assumptions
within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in
the Companys filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q, the Companys actual
consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:



| |  |  | the demand for and supply of crude oil and refined products;
| | - |  | ------------------------------------------------------------



| |  |  | the spread between market prices for refined products and market prices for crude oil;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | repayment of debt;
| | - |  | ------------------



| |  |  | general economic, business and market conditions;
| | - |  | -------------------------------------------------



| |  |  | risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the possibility of inefficiencies or shutdowns in refinery operations or pipelines;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the availability and cost of financing to us;
| | - |  | ---------------------------------------------



| |  |  | environmental, tax and tobacco legislation or regulation;
| | - |  | ---------------------------------------------------------



| |  |  | volatility of gasoline prices, margins and supplies;
| | - |  | ----------------------------------------------------



| |  |  | merchandising margins;
| | - |  | ----------------------



| |  |  | labor costs;
| | - |  | ------------



| |  |  | level of capital expenditures;
| | - |  | ------------------------------



| |  |  | customer traffic;
| | - |  | -----------------



| |  |  | weather conditions;
| | - |  | -------------------



| |  |  | acts of terrorism and war;
| | - |  | --------------------------



| |  |  | business strategies;
| | - |  | --------------------



| |  |  | expansion and growth of operations;
| | - |  | -----------------------------------



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| |  |  | future projects and investments;
| | - |  | --------------------------------



| |  |  | future exposure to currency devaluations or exchange rate fluctuations;
| | - |  | -----------------------------------------------------------------------



| |  |  | expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | future operating results and financial condition; and
| | - |  | -----------------------------------------------------



| |  |  | the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
| | - |  | ----------------------------------------------------------------------------------------------------------



All subsequent written and oral forward looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward
looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date of this Quarterly Report on Form 10-Q.



Recent Developments



The Company continues to be impacted by the volatility of the petroleum market in the fiscal year 2008. Crude prices have increased to record highs during
the fourth quarter of fiscal year 2008. A NYMEX record high closing price of $145.29 per barrel was reached on July 3, 2008.



Industry-wide margins on gasoline and distillate products, as indicated by the difference between the prices of crude oil contracts traded on the NYMEX
and the prices of NYMEX gasoline and heating oil contracts, commonly referred to as the 3-2-1 crackspread, have improved in the fourth quarter of fiscal year 2008 as compared to the third quarter of fiscal year 2008. Margins for the
fourth quarter of fiscal year 2008 as calculated on June 30, 2008 averaged $15.20 as compared to $11.31 for the third quarter of fiscal year 2008, a $3.89 or 34.4% increase. Comparing the crackspreads to the same period a year ago, the margins
for the fourth quarter of fiscal year 2008 are $1.34 or 10% higher than the fourth quarter of fiscal year 2007 margin of $13.86.



The Company continues to evaluate its financing options relating to the Coker project, there has been no change in its status.



Results of Operations



The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern
Pennsylvania. Operations are organized into two business segments: wholesale and retail.



The wholesale segment is responsible for the acquisition of crude oil, petroleum refining,
supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and Keystone® brand names through a network of Company-operated retail units and convenience and grocery items
through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.



16



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##### Table of Contents

A discussion and analysis of the factors contributing to the Companys results of operations are
presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Companys operations, but should not
serve as the only criteria for predicting the Companys future performance.



Retail Operations:



|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|-------------------------------------- |  | ------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | --------- | - |  | - | ------- | -
|                                       |  | Three Months EndedMay 31, |         |   | Nine Months EndedMay 31, |  
|                                       |  | 2008                      |         |   | 2007                     |   |         | 2008 |  |   | 2007      |  
|                                       |  | (dollars in thousands)    |        
|Net Sales                              |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Petroleum                              |  | $                         | 350,233 |   |                          | $ | 268,572 |      |  | $ | 921,076   |   |  | $ | 692,426 |  
|Merchandise and other                  |  |                           | 54,360  |   |                          |   | 52,134  |      |  |   | 158,185   |   |  |   | 150,107 |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Total Net Sales                        |  |                           | 404,593 |   |                          |   | 320,706 |      |  |   | 1,079,261 |   |  |   | 842,533 |  
|Costs of Goods Sold                    |  |                           | 374,446 |   |                          |   | 294,179 |      |  |   | 991,784   |   |  |   | 758,795 |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Gross Profit                           |  |                           | 30,147  |   |                          |   | 26,527  |      |  |   | 87,477    |   |  |   | 83,738  |  
|Operating Expenses                     |  |                           | 31,772  |   |                          |   | 28,124  |      |  |   | 93,474    |   |  |   | 88,007  |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Segment Operating Income/(Loss)        |  | $                         | (1,625  | ) |                          | $ | (2,725  | )    |  | $ | (5,997    | ) |  | $ | (4,269  | )
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Petroleum Sales (thousands of gallons) |  |                           | 95,641  |   |                          |   | 95,504  |      |  |   | 280,077   |   |  |   | 271,679 |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Gross Profit                           |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Petroleum (a)                          |  | $                         | 15,703  |   |                          | $ | 12,283  |      |  | $ | 45,401    |   |  | $ | 43,020  |  
|Merchandise and other                  |  |                           | 14,444  |   |                          |   | 14,244  |      |  |   | 42,076    |   |  |   | 40,718  |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|                                       |  | $                         | 30,147  |   |                          | $ | 26,527  |      |  | $ | 87,477    |   |  | $ | 83,738  |  
|                                       |  |                           |         |   |                          |   |         |      |  |   |           |   |  |   |         |  
|Petroleum margin ($/gallon) (b)        |  |                           | .1642   |   |                          |   | .1286   |      |  |   | .1621     |   |  |   | .1583   |  
|Merchandise margin (percent of sales)  |  |                           | 26.6    | % |                          |   | 27.3    | %    |  |   | 26.6      | % |  |   | 27.1    | %



|(a) | Includes the effect of intersegment purchases from the Companys wholesale segment at prices which approximate market.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(b) | Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses petroleum margin per gallon calculations to
compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Comparison of Fiscal Quarters Ended May 31, 2008 and May 31, 2007



Net Sales



Retail sales increased during the fiscal quarter ended May 31, 2008 by
$83.9 million or 26.2% to $404.6 million from $320.7 million for the comparable period in fiscal 2007. The increase is due to the following: $81.7 million in petroleum sales and $2.2 million in merchandise sales. The petroleum sales increase
resulted from a 30.2% increase in retail selling prices per gallon, and a .1 million gallon or .1% increase in retail petroleum volume. Merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to
promotional campaigns and increased selling prices.



Costs of Goods Sold



Retail costs of goods sold increased during the fiscal
quarter ended May 31, 2008 by $80.3 million or 27.3% to $374.5 million from $294.2 million for the comparable period in fiscal 2007. The increase is due to the following: petroleum purchases of $77.2 million due to an increase in price and
volume, fuel tax of $1.1 million and merchandise cost of $2.0 million.



17



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##### Table of Contents

Gross Profit



Retail gross profit increased during the fiscal quarter ended May 31, 2008 by $3.6 million or 13.6% to $30.1 million from $26.5 million for the
comparable period in fiscal 2007. The Company increased its petroleum margins by $3.4 million or 27.8% and merchandise margin increased by $.2 million or 1.4%.



Operating Expenses



Retail operating expenses increased during the fiscal quarter ended May 31, 2008 by $2.5 million or 8.6% to $31.8 million from $29.3 million for the
comparable period in fiscal 2007. The increase is due to the following: payroll and related payroll costs of $1.6 million; credit/customer service costs of $.6 million and advertising costs of $.3 million.



Comparison of Nine Months Ended May 31, 2008 and May 31, 2007



Net Sales



Retail sales increased during the nine months ended May 31, 2008 by $236.7 million or 28.1% to $1,079.3 million from
$842.5 million for the comparable period in fiscal 2007. The increase was primarily due to $228.6 million in petroleum sales, and $8.1 million in merchandise sales. This merchandise sales increase is primarily due to increased prepared food,
beverages and cigarette sales due to promotional campaigns and increased selling prices. The petroleum sales increase resulted from a 8.4 million gallon or 3.1% increase in retail petroleum volume, and a 29.0% increase in retail selling prices
per gallon.



Costs of Goods Sold



Retail costs of goods sold increased during the nine months ended
May 31, 2008 by $233.0 million or 30.7% to $991.8 million from $758.8 million for the comparable period in fiscal 2007. The increase was primarily due to the following: petroleum purchases of $217.8 million, fuel taxes of $7.7 million, freight
costs of $1.2 million, merchandise costs of $6.7 million directly related to the increase in sales and offset by an inventory adjustment of $.4 million due primarily to price changes.



Gross Profit



Retail gross profit increased during the nine months ended May 31, 2008 by $3.7 million or 4.5% to $87.4 million from $83.7 million for the
comparable period in fiscal 2007. The Company increased its petroleum margins by $2.4 million or 5.5% and merchandise margin increased by $1.3 million or 3.3%.



Operating Expenses



Retail operating expenses increased during the nine months ended May 31, 2008 by $5.5 million or 6.2% to $93.5 million from $88.0 million for the
comparable period in fiscal 2007. The increase is due to the following: payroll and related payroll costs of $2.9 million; credit/customer service costs of $1.9 million, insurance/utilities/taxes of $.4 million and other miscellaneous costs of $.3
million.



18



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##### Table of Contents

Wholesale Operations:



|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        
|------------------------------------------- |  | ------------------------- | ------- | ------------------------ | - | ------- |  | ---- | --------- |  | - | -------
|                                            |  | Three Months EndedMay 31, |         | Nine Months EndedMay 31,
|                                            |  | 2008                      |         | 2007                     |   | 2008    |  | 2007
|                                            |  | (dollars in thousands)   
|Net Sales (b)                               |  | $                         | 384,356 |                          | $ | 266,592 |  | $    | 1,066,974 |  | $ | 822,142
|Costs of Goods Sold                         |  |                           | 358,684 |                          |   | 194,755 |  |      | 999,164   |  |   | 728,264
|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        
|Gross Profit                                |  | $                         | 25,672  |                          | $ | 71,837  |  | $    | 67,810    |  | $ | 93,878 
|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        
|Operating Expenses                          |  |                           | 8,402   |                          |   | 8,299   |  |      | 25,509    |  |   | 24,602 
|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        
|Segment Operating Income                    |  | $                         | 17,270  |                          | $ | 63,538  |  | $    | 42,301    |  | $ | 69,276 
|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        
|Crude throughput (thousand barrels per day) |  |                           | 55.9    |                          |   | 44.4    |  |      | 58.1      |  |   | 59.3   
|                                            |  |                           |         |                          |   |         |  |      |           |  |   |        



Refinery Product
Yield

(thousands of barrels)



|                                                                                |  |                           |   |  |                          |   |  |        |   |  |        |  
|------------------------------------------------------------------------------- |  | ------------------------- | - |  | ------------------------ | - |  | ------ | - |  | ------ | -
|                                                                                |  | Three Months EndedMay 31, |   |  | Nine Months EndedMay 31, |  
|                                                                                |  | 2008                      |   |  | 2007                     |   |  | 2008   |   |  | 2007   |  
|Gasoline and gasoline blendstock                                                |  | 2,033                     |   |  | 2,059                    |   |  | 6,776  |   |  | 7,486  |  
|Distillates                                                                     |  | 1,249                     |   |  | 987                      |   |  | 3,902  |   |  | 4,019  |  
|Asphalt                                                                         |  | 1,482                     |   |  | 1,142                    |   |  | 4,771  |   |  | 4,592  |  
|Butane, propane, residual products, internally producedfuel and other (Other) |  | 782                       |   |  | 534                      |   |  | 1,901  |   |  | 1,720  |  
|                                                                                |  |                           |   |  |                          |   |  |        |   |  |        |  
|Total Product Yield                                                             |  | 5,546                     |   |  | 4,722                    |   |  | 17,350 |   |  | 17,817 |  
|                                                                                |  |                           |   |  |                          |   |  |        |   |  |        |  
|% Heavy Crude Oil of Total Refinery Throughput (b)                              |  | 57                        | % |  | 58                       | % |  | 59     | % |  | 57     | %
|                                                                                |  |                           |   |  |                          |   |  |        |   |  |        |  



Product Sales

(dollars in thousands)



|                                 |  |                           |         |                          |   |         |  |      |           |  |   |        
|-------------------------------- |  | ------------------------- | ------- | ------------------------ | - | ------- |  | ---- | --------- |  | - | -------
|                                 |  | Three Months EndedMay 31, |         | Nine Months EndedMay 31,
|                                 |  | 2008                      |         | 2007                     |   | 2008    |  | 2007
|Gasoline and gasoline blendstock |  | $                         | 160,487 |                          | $ | 123,911 |  | $    | 436,448   |  | $ | 333,838
|Distillates                      |  |                           | 137,959 |                          |   | 74,983  |  |      | 377,968   |  |   | 264,051
|Asphalt                          |  |                           | 72,288  |                          |   | 62,514  |  |      | 216,910   |  |   | 210,932
|Other                            |  |                           | 13,622  |                          |   | 5,184   |  |      | 35,648    |  |   | 13,321 
|                                 |  |                           |         |                          |   |         |  |      |           |  |   |        
|                                 |  | $                         | 384,356 |                          | $ | 266,592 |  | $    | 1,066,974 |  | $ | 822,142
|                                 |  |                           |         |                          |   |         |  |      |           |  |   |        



Product Sales

(thousand of barrels)



|                                 |  |                           |  |                          |  |        |  |       
|-------------------------------- |  | ------------------------- |  | ------------------------ |  | ------ |  | ------
|                                 |  | Three Months EndedMay 31, |  | Nine Months EndedMay 31,
|                                 |  | 2008                      |  | 2007                     |  | 2008   |  | 2007  
|Gasoline and gasoline blendstock |  | 1,353                     |  | 1,375                    |  | 4,176  |  | 4,469 
|Distillates                      |  | 932                       |  | 888                      |  | 3,118  |  | 3,399 
|Asphalt                          |  | 1,501                     |  | 1,463                    |  | 5,407  |  | 4,849 
|Other                            |  | 218                       |  | 128                      |  | 606    |  | 353   
|                                 |  |                           |  |                          |  |        |  |       
|                                 |  | 4,004                     |  | 3,854                    |  | 13,307 |  | 13,070
|                                 |  |                           |  |                          |  |        |  |       



19



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##### Table of Contents



|(a) | Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The Company defines heavy crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less.
|--- | -----------------------------------------------------------------------------------------------------------------------



Comparison of Fiscal Quarters Ended May 31, 2008 and May 31, 2007



Net Sales



Wholesale sales increased during the three months ended May 31, 2008 by
$117.8 million or 44.2% to $384.4 million from $266.6 million for the comparable period in fiscal 2007 The wholesale sales increase was due to a 3.4% increase in wholesale volume, and the result of the rising oil market pricing.



Costs of Goods Sold



Wholesale costs of goods sold increased during the three months ended May 31, 2008 by $163.9 million or 84.2% to $358.7
million from $194.8 million for the comparable period in fiscal 2007. The increase in wholesale costs of goods sold during this period was primarily a result of the rising oil market pricing.



Gross Profit



Wholesale gross profit decreased during the three months ended May 31, 2008 by $46.2 million or 64.3% to $25.6 million
from $71.8 million for the comparable period in fiscal 2007. This decrease was primarily the result of narrowing margins due to substantial increases in feedstock stocks and lower increases in product sales prices.



Operating Expenses



Operating expenses increased during the three months ended May 31, 2008 by $.1 million or 1.2% to $8.4 million from
$8.3 million for the comparable period in fiscal 2007.



Comparison of Nine
Months Ended May 31, 2008 and May 31, 2007



Net Sales



Wholesale sales increased during the nine months ended
May 31, 2008 by $244.8 million or 29.8% to $1,066.9 million from $822.1 million for the comparable period in fiscal 2007. The wholesale sales increase was primarily due to a 27.5% increase in selling price.



Costs of Goods Sold



Wholesale costs of goods sold increased during the nine months ended May 31, 2008 by $270.9 million or 37.2% to $999.2
million from $728.3 million for the comparable period in fiscal 2007. The increase in wholesale costs of goods was primarily a result of rising oil market pricing.



Gross Profit



Wholesale gross profit decreased during the nine months ended May 31, 2008 by $26.1 million or 27.8% to $67.8 million from $93.9 million for the
comparable period in fiscal 2007. This decrease was primarily due to the rising oil market pricing, resulting in narrowing margins.



20



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##### Table of Contents

Operating Expenses



Operating expenses increased during the nine months ended May 31, 2008 by $.9 million or 3.7% to $25.5 million from $24.6 million for the comparable
period in fiscal 2007. The increase is due primarily to depreciation on capital additions made in fiscal 2007. For fiscal 2008 operating expenses were $25.5 million, or 2.4% of net wholesale sales, compared to $24.6 million, or 3.0% of net wholesale
sales for the comparable period in fiscal 2007.



Consolidated Expenses:



Interest Expense, net



Net interest expense (interest expense less interest income) for the three
months ended May 31, 2008 increased $2.4 million or 38.3% to 8.6 million from $6.2 million for the comparable period in fiscal 2007, primarily due to the additional $125 million of Senior Notes issued February 2007.



Net interest expense (interest expense less interest income) for the nine
months ended May 31, 2008 increased $5.5 million or 31.9% to $22.8 million from $17.3 million for the comparable period in fiscal 2007. This increase is primarily due to increased interest expense of $8.9 million on the $125 million of Senior
Notes issued February 2007, offset by increased interest income of $3.0 million earned during the period.



Income Tax Expense / (Benefit)



The Companys effective tax rate for the three months and nine months ended May 31, 2008 was relatively constant at approximately 41.0% compared to a rate of 41.8% for the three months ended May 31, 2007.



Liquidity and Capital Resources



We operate in an environment where our liquidity and capital resources are
impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer
product demand, weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions. The Companys ability to generate sufficient cash flows from operating activities will continue to be
primarily dependent on refining or purchasing and selling refined products and merchandise at margins to cover both fixed and variable costs.



The following table summarizes selected measures of liquidity and capital sources (in thousands):



|                          |  |             |         |                |   |        
|------------------------- |  | ----------- | ------- | -------------- | - | -------
|                          |  | May 31,2008 |         | August 31,2007
|Cash and cash equivalents |  | $           | 53,398  |                | $ | 135,441
|Working capital           |  | $           | 263,909 |                | $ | 320,088
|Current ratio             |  |             | 2.4     |                |   | 3.1    
|Debt                      |  | $           | 390,191 |                | $ | 358,952



Primary sources of
liquidity have been cash and cash equivalents, cash flows from operations and borrowing availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital
expenditure requirements for existing operations.



21



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##### Table of Contents

Our cash and cash equivalents consist of bank balances and investments in money market funds. These
investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public markets.



|                                                    |  |                            |        |  
|--------------------------------------------------- |  | -------------------------- | ------ | -
|                                                    |  | NineMonthsEndedMay 31,2008 |       
|                                                    |  | (dollars inmillions)       |       
|Significant uses of cash                            |  |                            |        |  
|Cash used in investing activities                   |  |                            |        |  
|Property, plant and equipment                       |  | $                          | 34.5   |  
|Refinery turnaround costs                           |  |                            | 9.5    |  
|                                                    |  |                            |        |  
|Total                                               |  | $                          | 44.0   |  
|                                                    |  |                            |        |  
|Cash provided by financing activities               |  |                            |        |  
|Proceeds from sale of investment securities         |  | $                          | 75.9   |  
|Net borrowings on revolving credit facility         |  |                            | 32.0   |  
|Dividends to stockholders                           |  |                            | (35.3  | )
|Other                                               |  |                            | (.9    | )
|                                                    |  |                            |        |  
|Total                                               |  | $                          | 71.7   |  
|                                                    |  |                            |        |  
|Working capital items                               |  |                            |        |  
|Prepaid expense increase                            |  | $                          | (62.8  | )
|Increase in inventory due to increase in volumes    |  |                            | (46.7  | )
|Income taxes payable decrease                       |  |                            | (35.4  | )
|Accounts receivable increase                        |  |                            | (27.6  | )
|Accounts payable increase                           |  |                            | 23.7   |  
|Accrued liabilities increase                        |  |                            | 9.1    |  
|Amounts due from affiliated companies, net increase |  |                            | 4.9    |  
|Sales, use and fuel taxes payable increase          |  |                            | .8     |  
|                                                    |  |                            |        |  
|Total                                               |  | $                          | (134.0 | )
|                                                    |  |                            |        |  



We require a
substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for
the different refinery units.



Maintenance and
non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital
expenditures during fiscal year 2008.



Future liquidity, both
short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital
expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility with PNC Bank, N.A. as Agent Bank. In November 2006, we extended
the term of our $100,000,000 Revolving Credit Facility from May 9, 2007 to November 27, 2011, and amended certain terms and provisions thereof, including a reduction in the interest rate and a modification of certain covenants. Under
the amended Revolving Credit Facility, interest is calculated as follows: (a) for base rate borrowings, at the greater of the Agent Banks prime rate less an applicable margin of .5% to 0% or federal funds rate plus 1%; (b) for
euro-rate borrowings, at the LIBOR rate plus an applicable margin of 1.25% to 1.75%. The applicable margin will vary depending on a formula calculating our average unused availability under the facility.



22



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##### Table of Contents

The Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and
inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had outstanding letters of credit of $.4 million as of May 31, 2008 and there were outstanding borrowings under the Revolving Credit Facility
in the amount of $32.0 million resulting in net availability of $67.6 million. The Companys working capital ratio exceeded 2.4 as of May 31, 2008.



Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in
federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the
industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.



Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies
engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due
to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws
or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.



Seasonal Factors



Seasonal factors affecting the Companys business may cause variation in the prices and margins of some of the Companys products. For example,
demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.



As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil
and kerosene tend to increase in winter.



Inflation



The effect of inflation on the Company has not been significant during the
last five fiscal years.



23



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------



The Company uses its revolving credit facility to finance a portion of its operations. As of July 11, 2008, there were no borrowings outstanding
under the revolving line of credit. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.



The Company has exposure to price fluctuations of crude oil
and refined products. The Company does not manage the price risk related to all of its inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels.During the first nine months of fiscal year 2008, the Company had 1,500,000 barrels of crude oil future positions all of which were sold or expired prior to May 31, 2008. The resulting loss on these positions amounted to $3,518,000 which
was recorded in cost of sales. The Company had no open future positions at May 31, 2008.



See also Recent Developments section of Item 2Managements Discussion and Analysis of Financial Condition and Results of Operations.



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



Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), are responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act).



Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our
CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that:



| |  |  | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide reasonable assurance that transaction are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on
the financial statements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Readers are
cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide
reasonable assurance with respect to the financial statement preparation and presentation.



Based on an evaluation by management of the Companys disclosure controls and procedures (as defined in Rules 13(a)  15(e) and 15(d)  15(e) of the Exchange Act), as of the end of the Companys
fiscal quarter ended May 31, 2008, (the Evaluation Date) the Companys CEO and CFO (its principal executive officer and principal financial officer, respectively) have concluded that these controls and procedures are effective
in providing reasonable assurance that information requiring disclosure is recorded, processed, summarized and reported with the timeframe specified by the SECs rules and forms.



There have not been any changes in the Companys internal controls over financial reporting that occurred during the
Companys fiscal quarter ended May 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.



24



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##### Table of Contents

|PART II. | OTHER INFORMATION
|-------- | -----------------



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



| | None.
| | -----



|ITEM 1A. | RISK FACTORS.
|-------- | -------------



| | There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2007.
| | ----------------------------------------------------------------------------------------------------------------------



|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 SECURITY HOLDERS.
|------- | ----------------------------------------------------



| | None.
| | -----



|ITEM 5. | OTHER INFORMATION.
|------- | ------------------



| | None.
| | -----



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



|             |  |                                                                                                                                                                              
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



25



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##### 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.



Date:
July 14, 2008



UNITED REFINING COMPANY(Registrant)/s/  Myron L. TurfittMyron L. Turfitt President/s/  James E. MurphyJames E. Murphy Chief Financial Officer




26



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##### 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.



Date: July 14, 2008



KIANTONE PIPELINE CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




27



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##### 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.



Date: July 14, 2008



UNITED REFINING COMPANY OF PENNSYLVANIA(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




28



---

##### 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.



Date: July 14, 2008



KIANTONE PIPELINE COMPANY(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




29



---

##### 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.



Date: July 14, 2008



UNITED JET CENTER, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




30



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##### 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.



Date: July 14, 2008



KWIK-FILL CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




31



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##### 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.



Date: July 14, 2008



INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




32



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##### 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.



Date: July 14, 2008



BELL OIL CORP.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




33



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##### 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.



Date: July 14, 2008



PPC, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




34



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##### 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.



Date: July 14, 2008



SUPER TEST PETROLEUM, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




35



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##### 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.



Date: July 14, 2008



KWIK-FIL, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




36



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##### 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.



Date: July 14, 2008



VULCAN ASPHALT REFINING CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




37



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##### 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.



Date: July 14, 2008



COUNTRY FAIR, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident and Chief Operating Officer/s/  James E. MurphyJames E. MurphyVice President  Finance




38