##### Table of Contents







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, 2009



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. 001-33868



UNITED REFINING ENERGY CORP.

(Exact
name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 42-1732420                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|823 Eleventh Avenue New York, New York                         |  | 10019                               
|(Address of principal executive office)                        |  | (Zip Code)                          



212-956-5803

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    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  x    No   ̈



Number of shares outstanding of Registrants Common Stock
as of July 20, 2009: 56,250,000









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##### Table of Contents

FORM 10-Q  CONTENTS



|           |  |                                                                                                                                                             |  |        
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------
|           |  |                                                                                                                                                             |  | PAGE(S)
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                                       |  | 3      
|           |  |                                                                                                                                                            
|Item 1.    |  | Financial Statements.                                                                                                                                       |  | 3      
|           |  |                                                                                                                                                            
|           |  | Balance Sheets  May 31, 2009 (unaudited) and August 31, 2008                                                                                               |  | 3      
|           |  |                                                                                                                                                            
|           |  | Statements of Operations  for the quarter and nine months ended May 31, 2009 and 2008
(unaudited)                                                          |  | 4      
|           |  |                                                                                                                                                            
|           |  | Statements of Stockholders Equity  for the nine months ended May 
31, 2009 and 2008 (unaudited) and June 25, 2007 (inception) to May 31, 2009 (unaudited) |  | 5      
|           |  |                                                                                                                                                            
|           |  | Statements of Cash Flows  for the nine months ended May 31, 2009 and 2008 (unaudited) and June 
25, 2007 (inception) to May 31, 2009 (unaudited)           |  | 6      
|           |  |                                                                                                                                                            
|           |  | Notes to Financial Statements (unaudited)                                                                                                                   |  | 7      
|           |  |                                                                                                                                                            
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.                                                                      |  | 14     
|           |  |                                                                                                                                                            
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk.                                                                                                 |  | 16     
|           |  |                                                                                                                                                            
|Item 4.    |  | Controls and Procedures.                                                                                                                                    |  | 16     
|           |  |                                                                                                                                                            
|PART II.   |  | OTHER INFORMATION                                                                                                                                           |  | 17     
|           |  |                                                                                                                                                            
|Item 1.    |  | Legal Proceedings.                                                                                                                                          |  | 17     
|           |  |                                                                                                                                                            
|Item 1A.   |  | Risk Factors.                                                                                                                                               |  | 17     
|           |  |                                                                                                                                                            
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds.                                                                                                |  | 17     
|           |  |                                                                                                                                                            
|Item 3.    |  | Defaults Upon Senior Securities.                                                                                                                            |  | 17     
|           |  |                                                                                                                                                            
|Item 4.    |  | Submission of Matters to a Vote of Security Holders.                                                                                                        |  | 17     
|           |  |                                                                                                                                                            
|Item 5.    |  | Other Information.                                                                                                                                          |  | 17     
|           |  |                                                                                                                                                            
|Item 6.    |  | Exhibits.                                                                                                                                                   |  | 17     
|           | 
|Signatures |  | 18                                                                                                                                                         



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1.    Financial Statements.



UNITED REFINING ENERGY CORP.

(A Development Stage Company)



BALANCE SHEETS



|                                                                                                                                                                                                  |  |                        |             |                |   |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----------- | -------------- | - | -----------
|                                                                                                                                                                                                  |  | May 31,2009(unaudited) |             | August 31,2008
|ASSETS                                                                                                                                                                                            |  |                        |             |                |   |            
|Current Assets:                                                                                                                                                                                   |  |                        |             |                |   |            
|Cash and cash equivalents                                                                                                                                                                         |  | $                      | 237,834     |                | $ | 68,659     
|Cash and cash equivalents held in trust                                                                                                                                                           |  |                        | 453,186,928 |                |   | 453,014,755
|Prepaid expenses                                                                                                                                                                                  |  |                        |            |                |   | 69,488     
|Prepaid income taxes                                                                                                                                                                              |  |                        | 440,197     |                |   |           
|Deferred tax asset                                                                                                                                                                                |  |                        | 616,500     |                |   | 268,000    
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|Total Assets                                                                                                                                                                                      |  | $                      | 454,481,459 |                | $ | 453,420,902
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                              |  |                        |             |                |   |            
|Current Liabilities:                                                                                                                                                                              |  |                        |             |                |   |            
|Accrued expenses                                                                                                                                                                                  |  | $                      | 5,492       |                | $ |           
|Income taxes payable                                                                                                                                                                              |  |                        |            |                |   | 32,000     
|Deferred underwriters fees                                                                                                                                                                       |  |                        | 15,750,000  |                |   | 15,750,000 
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|Total Current Liabilities                                                                                                                                                                         |  |                        | 15,755,492  |                |   | 15,782,000 
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|Common stock, subject to possible redemption(17,999,999 sharesat redemption value)                                                                                                                |  |                        | 181,837,974 |                |   | 181,403,148
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|COMMITMENTS (Note 3)                                                                                                                                                                              |  |                        |             |                |   |            
|STOCKHOLDERS EQUITY:                                                                                                                                                                             |  |                        |             |                |   |            
|Preferred Stock, $.0001 par value 1,000,000 shares authorized, none issued or outstanding                                                                                                         |  |                        |            |                |   |           
|Common Stock, $.0001 par value, 150,000,000 shares authorized; 38,250,001 and 12,937,500 issued and outstanding, respectively (excluding
17,999,999 shares subject to redemption at May 31, 2009) |  |                        | 3,825       |                |   | 3,825      
|Additional paid in capital                                                                                                                                                                        |  |                        | 254,921,273 |                |   | 255,356,100
|Retained Earnings                                                                                                                                                                                 |  |                        | 1,962,895   |                |   | 875,829    
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|Total Stockholders Equity                                                                                                                                                                        |  |                        | 256,887,993 |                |   | 256,235,754
|                                                                                                                                                                                                  |  |                        |             |                |   |            
|Total Liabilities and Stockholders Equity                                                                                                                                                        |  | $                      | 454,481,459 |                | $ | 453,420,902
|                                                                                                                                                                                                  |  |                        |             |                |   |            



See accompanying notes
to the financial statements.



3



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



STATEMENTS OF OPERATIONS

(unaudited)



|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ------------------------ | - | ---------- | --------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                   |  | Three Months EndedMay 31, |            |   | Nine Months EndedMay 31, |   |            | For the periodFromJune 25, 2007(inception) toMay 31, 2009 | 
|                                                                                   |  | 2009                      |            |   | 2008                     |   |            | 2009                                                      |  |   | 2008       |   | 
|Revenue                                                                            |  | $                         |           |   |                          | $ |           |                                                           |  | $ |           |   |  | $ |           |   |  | $ |           |  
|Operating expenses                                                                 |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Compensation expense to sponsor                                                    |  |                           |           |   |                          |   |           |                                                           |  |   |           |   |  |   | 3,980,000  |   |  |   | 3,980,000  |  
|Formation and operating costs                                                      |  |                           | 503,884    |   |                          |   | 530,084    |                                                           |  |   | 1,025,207  |   |  |   | 670,019    |   |  |   | 1,832,133  |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Loss for the period before interest and income taxes                               |  |                           | (503,884   | ) |                          |   | (530,084   | )                                                         |  |   | (1,025,207 | ) |  |   | (4,650,019 | ) |  |   | (5,812,133 | )
|Interest income                                                                    |  |                           | 67,873     |   |                          |   | 2,576,260  |                                                           |  |   | 2,672,173  |   |  |   | 5,896,105  |   |  |   | 10,836,928 |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|(Loss) income before provision for income taxes                                    |  |                           | (436,011   | ) |                          |   | 2,046,176  |                                                           |  |   | 1,646,966  |   |  |   | 1,246,086  |   |  |   | 5,024,795  |  
|(Benefit) provision for income taxes                                               |  |                           | (148,300   | ) |                          |   | 647,367    |                                                           |  |   | 559,900    |   |  |   | 1,776,167  |   |  |   | 3,061,900  |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Net (loss) income for the period                                                   |  |                           | (287,711   | ) |                          |   | 1,398,809  |                                                           |  |   | 1,087,066  |   |  |   | (530,081   | ) |  |   | 1,962,895  |  
|Accretion of trust account relating to common stock subject to possible redemption |  |                           | (115,084   | ) |                          |   | 559,524    |                                                           |  |   | 434,827    |   |  |   | 1,379,968  |   |  |   | 2,377,984  |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Net (loss) income attributable to common shareholders                              |  | $                         | (172,627   | ) |                          | $ | 839,285    |                                                           |  | $ | 652,239    |   |  | $ | (849,887   | ) |  | $ | (415,089   | )
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Number of shares outstanding subject to possible redemption                        |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Basic and diluted                                                                  |  |                           | 17,999,999 |   |                          |   | 17,999,999 |                                                           |  |   | 17,999,999 |   |  |   | 17,999,999 |   |  |   |            |  
|Net (loss) income per share subject to possible redemption  basic and diluted     |  | $                         | (0.01      | ) |                          | $ | 0.03       |                                                           |  | $ | 0.02       |   |  | $ | 0.08       |   |  |   |            |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Weighted average number of shares outstanding                                      |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  
|Basic and diluted                                                                  |  |                           | 38,250,001 |   |                          |   | 38,250,001 |                                                           |  |   | 38,250,001 |   |  |   | 27,706,205 |   |  |   |            |  
|Net (loss) income per share  basic and diluted                                    |  | $                         | (0.00      | ) |                          | $ | 0.01       |                                                           |  | $ | 0.02       |   |  | $ | (0.05      | ) |  |   |            |  
|                                                                                   |  |                           |            |   |                          |   |            |                                                           |  |   |            |   |  |   |            |   |  |   |            |  



See accompanying notes
to the financial statements.



4



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UNITED REFINING ENERGY CORP.

(A Development Stage Company)



STATEMENTS OF STOCKHOLDERS EQUITY

For the period from June 25, 2007 (Inception) to May 31, 2009



(unaudited)



|                                                                                                                                                                                                                          |  |            |   |  |             |       |   |                           |   |             |                                                                |  |   |           |   |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ----------- | ----- | - | ------------------------- | - | ----------- | -------------------------------------------------------------- |  | - | --------- | - |  | - | ----------- | -
|                                                                                                                                                                                                                          |  | Shares     |   |  | CommonStock |       |   | Additional Paidin Capital |   |             | RetainedEarnings(Deficit)AccumulatedDuring theDevelopmentStage |  |   | Total     |  
|Balance at June 25, 2007 (Inception)                                                                                                                                                                                      |  |           |   |  | $           |      |   |                           | $ |            |                                                                |  | $ |          |   |  | $ |            |  
|Issuance of common stock to initial stockholder at $0.002 per share                                                                                                                                                       |  | 12,937,500 |   |  |             | 1,294 |   |                           |   | 23,706      |                                                                |  |   |          |   |  |   | 25,000      |  
|Net loss for the period                                                                                                                                                                                                   |  |           |   |  |             |      |   |                           |   |            |                                                                |  |   | (2,065    | ) |  |   | (2,065      | )
|                                                                                                                                                                                                                          |  |            |   |  |             |       |   |                           |   |             |                                                                |  |   |           |   |  |   |             |  
|Balance at August 31, 2007                                                                                                                                                                                                |  | 12,937,500 |   |  |             | 1,294 |   |                           |   | 23,706      |                                                                |  |   | (2,065    | ) |  |   | 22,935      |  
|Issuance of Sponsor Warrants to purchase 2,500,000 shares of common stock                                                                                                                                                 |  |           |   |  |             |      |   |                           |   | 3,980,000   |                                                                |  |   |          |   |  |   | 3,980,000   |  
|Proceeds from the sale of 15,600,000 warrants to our sponsor                                                                                                                                                              |  |           |   |  |             |      |   |                           |   | 15,600,000  |                                                                |  |   |          |   |  |   | 15,600,000  |  
|Sale of 45,000,000 units through public offering, net of underwriters discount and offering expenses and excluding $179,459,990 of proceeds
allocable to 17,999,999 shares of common stock subject to possible redemption |  | 27,000,001 |   |  |             | 2,700 |   |                           |   | 237,695,382 |                                                                |  |   |          |   |  |   | 237,698,082 |  
|Forfeiture of 1,687,500 shares of common stock by sponsor due to non-exercise of over-allotment option by underwriters                                                                                                    |  | (1,687,500 | ) |  |             | (169  | ) |                           |   | 169         |                                                                |  |   |          |   |  |   |            |  
|Accretion of trust account relating to common stock subject to possible redemption                                                                                                                                        |  |           |   |  |             |      |   |                           |   | (1,943,157  | )                                                              |  |   |          |   |  |   | (1,943,157  | )
|Net income for the period                                                                                                                                                                                                 |  |           |   |  |             |      |   |                           |   |            |                                                                |  |   | 877,894   |   |  |   | 877,894     |  
|                                                                                                                                                                                                                          |  |            |   |  |             |       |   |                           |   |             |                                                                |  |   |           |   |  |   |             |  
|Balance at August 31, 2008                                                                                                                                                                                                |  | 38,250,001 |   |  |             | 3,825 |   |                           |   | 255,356,100 |                                                                |  |   | 875,829   |   |  |   | 256,235,754 |  
|Accretion of trust account relating to common stock subject to possible redemption                                                                                                                                        |  |           |   |  |             |      |   |                           |   | (434,827    | )                                                              |  |   |          |   |  |   | (434,827    | )
|Net income for the period                                                                                                                                                                                                 |  |           |   |  |             |      |   |                           |   |            |                                                                |  |   | 1,087,066 |   |  |   | 1,087,066   |  
|                                                                                                                                                                                                                          |  |            |   |  |             |       |   |                           |   |             |                                                                |  |   |           |   |  |   |             |  
|Balance at May 31, 2009                                                                                                                                                                                                   |  | 38,250,001 |   |  | $           | 3,825 |   |                           | $ | 254,921,273 |                                                                |  | $ | 1,962,895 |   |  | $ | 256,887,993 |  
|                                                                                                                                                                                                                          |  |            |   |  |             |       |   |                           |   |             |                                                                |  |   |           |   |  |   |             |  







See accompanying notes to the financial statements.



5



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UNITED REFINING ENERGY CORP.

(A Development Stage Company)



STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | ------------ | ------------------------------------------- |  | - | ------------ | -
|                                                                                                                                      |  |                           |            |   |      |   |              | FromJune 25, 2007(inception) toMay 31, 2009 | 
|                                                                                                                                      |  | Nine Months Ended May 31, |            |  
|                                                                                                                                      |  | 2009                      |            |   | 2008 |   |             
|Cash flows from operating activities:                                                                                                 |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Net (loss) income                                                                                                                     |  | $                         | 1,087,066  |   |      | $ | (530,081     | )                                           |  | $ | 1,962,895    |  
|Adjustments to reconcile net (loss) income to net cash used in operating activities:                                                  |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Compensation expense to sponsor                                                                                                       |  |                           |           |   |      |   | 3,980,000    |                                             |  |   | 3,980,000    |  
|Interest income                                                                                                                       |  |                           | (2,672,173 | ) |      |   | (5,896,105   | )                                           |  |   | (10,836,928  | )
|Deferred income taxes                                                                                                                 |  |                           | (348,500   | ) |      |   | (228,509     | )                                           |  |   | (616,500     | )
|Change in operating assets and liabilities:                                                                                           |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Prepaid expenses                                                                                                                      |  |                           | 69,487     |   |      |   | (94,010      | )                                           |  |   |             |  
|Prepaid income taxes                                                                                                                  |  |                           | (440,197   | ) |      |   |             |                                             |  |   | (440,197     | )
|Income taxes payable                                                                                                                  |  |                           | (32,000    | ) |      |   | 377,676      |                                             |  |   |             |  
|Accrued expenses                                                                                                                      |  |                           | 5,492      |   |      |   | 41,256       |                                             |  |   | 5,492        |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Net cash used in operating activities                                                                                                 |  |                           | (2,330,825 | ) |      |   | (2,349,773   | )                                           |  |   | (5,945,238   | )
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Cash flows from investing activities:                                                                                                 |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Purchase of investments held in trust account                                                                                         |  |                           | (2,672,173 | ) |      |   | (454,583,605 | )                                           |  |   | (459,524,178 | )
|Withdrawal from trust account for working capital requirements                                                                        |  |                           | 2,500,000  |   |      |   | 2,526,500    |                                             |  |   | 6,337,250    |  
|Interest earned on cash and cash equivalents held in trust                                                                            |  |                           | 2,672,173  |   |      |   | 5,896,105    |                                             |  |   | 10,836,928   |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Net cash provided by (used in) investing activities                                                                                   |  |                           | 2,500,000  |   |      |   | (446,161,000 | )                                           |  |   | (442,350,000 | )
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Cash flows from financing activities:                                                                                                 |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Proceeds from issuance of common stock                                                                                                |  |                           |           |   |      |   |             |                                             |  |   | 25,000       |  
|Deferred offering costs                                                                                                               |  |                           |           |   |      |   | 200,233      |                                             |  |   |             |  
|Proceeds from issuance of insider warrants                                                                                            |  |                           |           |   |      |   | 15,600,000   |                                             |  |   | 15,600,000   |  
|Net proceeds of units through public offering deferred as underwriters fees                                                          |  |                           |           |   |      |   | 15,750,000   |                                             |  |   | 15,750,000   |  
|Net proceeds from sale of units through public offering allocable to stockholders equity                                             |  |                           |           |   |      |   | 237,698,082  |                                             |  |   | 237,698,082  |  
|Portion of net proceeds from sale of units through public offering allocated to shares of common stock subject to possible
redemption |  |                           |           |   |      |   | 179,459,990  |                                             |  |   | 179,459,990  |  
|Proceeds from notes payable                                                                                                           |  |                           |           |   |      |   | 100,000      |                                             |  |   | 300,000      |  
|Payments of notes payable                                                                                                             |  |                           |           |   |      |   | (300,000     | )                                           |  |   | (300,000     | )
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Net cash provided by financing activities                                                                                             |  |                           |           |   |      |   | 448,508,305  |                                             |  |   | 448,533,072  |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Net increase (decrease) in cash and cash equivalents                                                                                  |  |                           | 169,175    |   |      |   | (2,468       | )                                           |  |   | 237,834      |  
|Cash and cash equivalents, beginning of period                                                                                        |  |                           | 68,659     |   |      |   | 22,702       |                                             |  |   |             |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Cash and cash equivalents, end of period                                                                                              |  | $                         | 237,834    |   |      | $ | 20,234       |                                             |  | $ | 237,834      |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Cash paid during the period for:                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Income taxes                                                                                                                          |  | $                         | 1,380,597  |   |      | $ | 1,627,000    |                                             |  | $ | 4,118,597    |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Supplemental disclosure of non-cash activities:                                                                                       |  |                           |            |   |      |   |              |                                             |  |   |              |  
|Compensation expense to sponsor                                                                                                       |  | $                         |           |   |      | $ | 3,980,000    |                                             |  | $ | 3,980,000    |  
|Net proceeds of units through public offering deferred as underwriters fees                                                          |  | $                         |           |   |      | $ | 15,750,000   |                                             |  | $ | 15,750,000   |  
|Accretion of trust account relating to common stock subject to possible redemption                                                    |  | $                         | 434,827    |   |      | $ | 1,379,968    |                                             |  | $ | 2,377,984    |  
|                                                                                                                                      |  |                           |            |   |      |   |              |                                             |  |   |              |  



See accompanying notes
to the financial statements.



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS



NOTE 1ORGANIZATION AND BUSINESS OPERATIONS



United Refining Energy Corp. (the Company) was incorporated in Delaware on June 25, 2007 for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or any other similar business combination, an unidentified operating business or assets. The Company intends to focus on identifying a prospective target business in the energy industry, with a particular
focus on businesses or assets involved in the refining of petroleum products (Business Combination), but will not be limited to pursuing acquisition opportunities only within that industry.



At May 31, 2009, the Company is currently evaluating acquisition
candidates. All activity through May 31, 2009 relates to the Companys formation, the initial public offering (the Offering) described below, and its search for a Business Combination. The Company has selected August 31 as
its fiscal year end.



The Company is considered to be a
development stage company and as such the financial statements presented herein are presented in accordance with Statement of Financial Accounting Standard No. 7.



The registration statement for the Companys Offering was declared effective on December 11, 2007. The Company consummated the
Offering on December 17, 2007 and received net proceeds of $448,700,000, which includes $15,600,000 from the Insider Warrants sold in a private placement (described in Note 4) and $15,750,000 of the underwriters deferred discount (See
Note 3). The net proceeds from the Offering were placed in a trust account (Trust Account) established for the benefit of the holders of the common stock sold as part of the Units in the Offering (the Public Stockholders) of
the Company. The Companys management intends to apply substantially all of the net proceeds of the Offering toward consummating a Business Combination. The initial target business must have a fair market value equal to at least 80% of the
Companys net assets held in the trust account at the time of such acquisition.



The Companys Amended and Restated Certificate of Incorporation provides that the Companys corporate existence will cease in the event it does not consummate a Business Combination by December 11, 2009
or June 11, 2010 in the event the Public Stockholders approve a proposal to extend the period of time to consummate a Business Combination by an additional six (6) months (the Extended Period). If the Company does not effect a
Business Combination by December 11, 2009 or June 11, 2010, as the case may be, the Company will promptly distribute the amount held in the Trust Account, which is substantially all of the proceeds from the Offering, including any accrued
interest, to its Public Stockholders.



On September 6,
2007, the Companys Board of Directors approved a .625-for-one reverse stock split. All share and per share data in these financial statements have been adjusted to give effect to the reverse split.



On November 30, 2007, the Companys Board of Directors approved a
2.3-for-one stock dividend. All share and per share data in these financial statements have been adjusted to give effect to the stock dividend.



On November 30, 2007, the Company granted to United Refining, Inc. (the Sponsor) 2,500,000 warrants to purchase up to 2,500,000 shares of
common stock ( the Sponsor Warrants). The Sponsor Warrants are identical to the warrants sold in the Offering, except that: (i) the Sponsor Warrants are exercisable at $12.50 per share, (ii) the Sponsor Warrants will be
non-redeemable so long as they are held by the Sponsor or its permitted assigns and (iii) the Sponsor Warrants expire on December 11, 2012. The Company performed a Black-Scholes calculation to determine the value of the warrants, using an
expected life of 5 years, volatility of 26.67% and a risk free interest rate of 3.38%. The grant of the Sponsor Warrants is recorded as compensation expense in accordance with Financial Accounting Board Opinion No. 123(R) (Statement 123) and is
included in the amount



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



of $3,980,000 in the Companys Statements of Operations for the nine months ended May 31, 2008 and from the period of inception through
May 31, 2009.



On December 11, 2007, the Sponsor
forfeited 1,437,500 shares of common stock. All shares and per share data in these financial statements have been adjusted to give effect to the forfeiture.



On January 15, 2008, the underwriters informed the Company that they would exercise no part of the Over-allotment Option. As a result, the Sponsor
forfeited 1,687,500 shares of common stock to maintain ownership of 20.0% of the Companys outstanding shares of common stock.



NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Interim Financial Statements



The accompanying unaudited 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 primarily 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, 2009 are not necessarily indicative of the results that may be expected for the year ending August 31, 2009. For further information, refer to the Companys audited financial statements and
footnotes thereto for the period from inception (June 25, 2007) to August 31, 2008 included in the Companys Annual Report on Form 10-K.



Basis of Presentation



The financial statements include the accounts of the Company. The Company is currently evaluating acquisition candidates. All activity through
May 31, 2009 is related to the Companys formation, the Offering and its search for a Business Combination. The Company has selected August 31 as its fiscal year end.



Use of Estimates



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



Cash and Cash Equivalents



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



Cash
and Cash Equivalents Held in Trust



The
Companys restrictive investment held in the trust account at May 31, 2009 is invested in U.S. Government Institutional money market securities. The Company recognized interest income of $67,873 and



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



$2,576,260 on investments held in trust for the three months ended May 31, 2009 and 2008, respectively, $2,672,173 and $5,896,015 for the nine
months ended May 31, 2009 and 2008, respectively, and $10,836,928 for the period from inception (June 25, 2007) to May 31, 2009 which is included in the accompanying Statements of Operations.



Deferred Underwriters Fees



Pursuant to the Underwriting Agreement, the Company is obligated to the
Underwriters for up to $15,750,000 of deferred fees and expenses related to the Offering, which is payable to the Underwriters upon the consummation of a Business Combination.



Common Stock, Subject to Possible Redemption



With respect to the Extended Period (the proposal for which is approved by the Public Stockholders) or the Business
Combination which is approved and consummated, any Public Stockholder who voted against the Extended Period or the Business Combination, as the case may be, may demand that the Company redeem his or her shares of Common Stock. The initial per share
redemption price will equal $9.97 per share (plus a portion of the interest earned on the Trust Account) but net of: (i) taxes payable on interest earned on the Trust Account and State of Delaware franchise taxes and (ii) up to $3,700,000
of interest income released to the Company to fund working capital. From the time of the Offering (December 11, 2007) through May 31, 2009 $1,832,133 has been spent to fund working capital.



Public Stockholders holding up to one share less than 40.0% of the aggregate
number of shares owned by all Public Stockholders may seek redemption of their shares of common stock in the event of the approval of the Extended Period or a Business Combination. Such Public Stockholders are entitled to receive their per share
interest in the Trust Account computed, as the case may be without regard to the shares held by the Initial Stockholder. As a result of this redemption right, $179,459,990 plus accretion of $2,377,984 has been classified as Common Stock, subject to
possible redemption on the accompanying balance sheet as of May 31, 2009.



Concentration of Credit Risk



Financial
instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and the cash and cash equivalents held in the Trust Account. The Trust Account at Banc of America Investment Services, Inc. and maintained by
Continental Stock Transfer & Trust Company acting as trustee, is comprised primarily of investments in Federal Farm Credit Bank, Federal Home Loan Bank, and US Treasury Bills. The Companys policy is to limit the amount of credit
exposure to any one financial institution and place investments with financial institutions evaluated as being creditworthy, or in short-term money market funds which are exposed to minimal interest rate and credit risk.



Income Taxes



The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been
recognized in the Companys financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



Income Per Common Share



Basic income/loss per share excludes dilution and is computed by dividing the income available to common stockholders by the
weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or redeemed for common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity. At May 31, 2009, there were no such potentially dilutive securities. Therefore, basic and diluted income per share were the same for the three and nine months ended
May 31, 2009 and 2008, respectively, for the shares subject to conversion.



Fair Value of Financial Instruments



The fair
values of the Companys assets and liabilities that qualify as financial instruments under SFAS No. 107 Disclosures about Fair Value of Financial Instruments, approximate their carrying amounts presented in the balance sheet at
May 31, 2009 and August 31, 2008.



The Company
accounts for derivative instruments, if any, in accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities. as amended, (SFAS 133) which establishes accounting and reporting standards for
derivative instruments.



Recently Issued Accounting Standards



In September 2006, the FASB issued Statement
No. 157, Fair Value Measurements (Statement 157). Statement 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that
market participants would use when pricing the asset or liability. Statement 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Statement 157 applies
whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. In February 2008, the FASB provided a one year deferral for the implementation
of Statement 157 for non-financial assets and liabilities recognized or disclosed at fair value on a non-recurring basis. The Company adopted Statement 157 for financial assets as of September 1, 2008 and it did not have a significant effect on
the Companys financial statements. Furthermore, the Company believes that the adoption of Statement 157 for non-financial assets and liabilities will not have a significant effect on the Companys financial statements.



The following table presents certain of the Companys assets that are
measured at fair value as of May 31, 2009. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets and the fair values described below were determined through market, observable and corroborated sources.



|                                                         |  |              |             |                                         |   |            
|-------------------------------------------------------- |  | ------------ | ----------- | --------------------------------------- | - | -----------
|Description                                              |  | May 31, 2009 |             | Quoted Prices inActive Markets(Level
1)
|Cash                                                     |  | $            | 237,834     |                                         | $ | 237,834    
|Cash and cash equivalents held in Trust Account (Note 1) |  |              | 453,186,928 |                                         |   | 453,186,928
|                                                         |  |              |             |                                         |   |            
|Total                                                    |  | $            | 453,424,762 |                                         | $ | 453,424,762
|                                                         |  |              |             |                                         |   |            



In accordance with the
provisions of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157, the Company has elected to defer implementation of SFAS 157 as it relates to its non-financial assets and non-financial liabilities and is evaluating the impact, if any,
this standard will have on its financial statements.



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations, (Statement
141(R)). Statement 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations, but also provides revised guidance for recognizing and measuring
identifiable assets and goodwill acquired and liabilities assumed arising from contingencies, the capitalization of in-process research and development at fair value, and the expensing of acquisition-related costs as incurred. Statement 141(R) is
effective for fiscal years beginning after December 15, 2008. In the event that the Company completes acquisitions subsequent to its adoption of Statement 141 (R), the application of its provisions will likely have a material impact on the
Companys results of operations, although the Company is not currently able to estimate that impact.



In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51
(Statement 160). Statement 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial
statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling owners. It is effective for fiscal years beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements are applied prospectively. The Company does not expect the adoption of Statement 160 to have a material impact on its financial condition or results of operations.



The Company does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.



NOTE 3COMMITMENTS AND CONTINGENCIES



Administrative Services Agreement



The Company utilizes certain administrative, technological and secretarial services, as well as certain limited office space provided by United Refining,
Inc., its Sponsor. The Sponsor has agreed that, until the acquisition of a target business by the Company, it will make such services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay United
Refining, Inc. $7,500 per month for such services commencing December 11, 2007 and terminating upon the earlier of the date the Company consummates a Business Combination or dissolves and liquidates in accordance with its amended and restated
certificate of incorporation. The Company has paid $22,500 and $22,500 for the three months ended May 31, 2009 and 2008, respectively, $67,500 and $42,678 for the nine months ended May 31, 2009 and 2008, respectively, as well as $132,678
for the period from inception (June 25, 2007) to May 31, 2009.



Underwriting Agreement



In connection with the
Offering, the Company entered into an underwriting agreement (the Underwriting Agreement) with Deutsche Bank Securities Inc. and Maxim Group LLC, the representatives of the underwriters in the Offering (the Underwriters).



Pursuant to the Underwriting Agreement, the Company is
obligated to the Underwriters for certain fees and expenses related to the Offering, including underwriting discounts and commissions of $31,500,000, of which $15,750,000 has been paid at the closing of the Offering and $15,750,000 has been deferred
upon the



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



consummation of a Business Combination. The deferred discount can be reduced up to $6,299,999 if up to one share less then 40% of the aggregate number of
shares owned by all Public Stockholders seek redemption.



Consulting
Arrangements



We have engaged the services of one or more
consulting groups for the purpose of effecting a business transaction, the aggregate of these payments will be approximately $65,000 per month. The Company has paid $233,465 and $0 for the three months ended May 31, 2009 and 2008, respectively,
$367,855 and $0 for the nine months ended May 31, 2009 and 2008, respectively, as well as $367,855 for the period from inception (June 25, 2007) to May 31, 2009.



NOTE 4TRANSACTIONS WITH AFFILIATED COMPANY



During the course of due diligence on a target acquisition, the Company chartered an aircraft from an affiliate of the Company at a cost of $27,600 for
the fiscal quarter and cumulative period ended May 31, 2009 and $0 for the comparable fiscal quarter and cumulative prior period.



NOTE 5COMMON AND PREFERRED STOCK, SPONSOR WARRANTS AND INSIDER WARRANTS



On December 17, 2007, the Company consummated the offering of 45,000,000 units (Units) of its securities,
each Unit consisting of one share of common stock, par value $0.0001 per share, and one warrant (Warrant) to purchase one share of Common Stock, pursuant to the registration statement on Form S-1, as amended. The Units were sold at a
public offering price of $10.00 per Unit, generating gross proceeds of $450,000,000.



a) Common and Preferred Stock



The Company was incorporated in Delaware on June 25, 2007 and has the authority to issue 150,000,000 shares of common stock having a par value of
$.0001 per share and 1,000,000 shares of preferred stock having a par value of $.0001 per share. Concurrent with its incorporation, the Company entered into a securities subscription agreement with its Sponsor, whereby the Sponsor purchased
12,937,500 shares of common stock of the Company for $25,000 in cash.



As of May 31, 2009, there are 30,650,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the
1,000,000 shares of preferred stock available for issuance.



b) Sponsor Warrants



On
November 30, 2007, the Company issued 2,500,000 Sponsor Warrants to its Sponsor, exercisable at an initial purchase price of $12.50 per share effective on December 11, 2007 and expiring on December 11, 2012. These warrants and the
shares purchasable hereunder constitute restricted securities under federal securities laws and applicable regulations and may not be resold or transferred without registration under the Securities Act of 1933. The grant of the warrants
to our Sponsor is recorded as compensation expense in accordance with Statement of Financial Accounting Standard No. 123(R) and was valued using the Black-Scholes model. Accordingly, $3,980,000 is recorded as compensation expense in the
Companys Statements of Operations for the nine months ended May 31, 2008 and for the period from June 25, 2007 (inception) to May 31, 2009.



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##### Table of Contents

UNITED REFINING ENERGY CORP.

(A Development Stage Company)



NOTES TO FINANCIAL STATEMENTS(Continued)



c) Insider Warrants



On December 10, 2007, our Sponsor purchased 15,600,000 common stock warrants (Insider Warrants) from the
Company at a price of $1.00 per warrant in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended. Proceeds from the sale of the Insider Warrants of $15,600,000 were placed in the Trust Account. The Insider Warrants
are identical to those sold in the Offering except that none of the Insider Warrants are transferable or salable until after the Company completes a Business Combination, are not subject to redemption if held by our Sponsor or its permitted assigns
and may be exercised on a cashless basis at any time after they become exercisable if held by our Sponsor or its permitted assigns. The holder of Insider Warrants does not have any right to any liquidation distributions with respect to
the shares underlying such Insider Warrants in the event we fail to consummate a Business Combination, in which event the Insider Warrants will expire worthless.



As of May 31, 2009, there are 63,100,000 warrants outstanding. Each warrant, excluding the Sponsor Warrants, will be
exercisable for one share of common stock at an exercise price of $7.00 per share, while the Sponsor Warrant will be exercisable for one share of common stock at the price of $12.50 per share. None of the warrants may be exercised until after
consummation of our Business Combination and the funding in the Trust Account disbursed. The warrant exercise price will be paid directly to the Company and not placed in the Trust Account.



NOTE 6INCOME TAXES



Provision for income taxes for the three month period ended May 31,
2009 consists of federal tax of ($148,300) which is net of a deferred tax benefit of $171,200. Provision for income taxes for the three month period ended May 31, 2008 is federal income tax of $647,367 which is net of deferred tax benefit of
$228,509. Provision for income taxes for the nine month period ended May 31, 2009 consists of federal tax of $559,900 which is net of a deferred tax benefit of $348,500. Provision for income taxes for the nine month period ended May 31,
2008 is federal income tax of $1,776,167 which is net of a deferred tax benefit of $228,509. The period June 25, 2007 (inception) to May 31, 2009 consists of a federal tax of $3,061,900 which is net of a deferred tax benefit of $616,500.



The Companys effective tax rate does not approximate the
federal statutory rate for the period June 25, 2007 (inception) to May 31, 2009, due to compensation which is not deductible for tax purposes. No provision for state and local income taxes has been made since the Company was formed as a
vehicle to affect a Business Combination and, as a result, does not conduct operations and is not engaged in a trade or business in any state. The Company is incorporated in Delaware and authorized to do business in New York and accordingly is
subject to franchise taxes. Delaware franchise tax expense is $66,000 for the three month period ended May 31, 2009 and $4,121 for the three month period ended May 31, 2008. Delaware and New York franchise tax expense is $225,068 ($224,843
Delaware, $225 New York) for the nine month period ended May 31, 2009, and $14,449 Delaware for the nine month period ended May 31, 2008, as well as $241,728 ($241,353 Delaware, $375 New York) for the period June 25, 2007 (inception)
through May 31, 2009. All franchise tax expenses are included as part of the formation and operating costs in the accompanying statements of operations.



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##### Table of Contents

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



This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as
may, should, could, would, expect, plan, anticipate, believe, estimate, continue, or
the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under Risk Factors in our Form 10-K filed on December 1, 2008.
The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.



Overview



The Company was formed on June 25, 2007, for the purpose of acquiring, merging with, engaging in a capital stock exchange with, purchasing all or
substantially all of the assets of or engaging in any other similar business combination of an unidentified operating business. The Company intends to focus on identifying a prospective target business in the energy industry throughout the world,
with a particular focus on businesses or assets involved in the refining of petroleum and specialized products (such as petrochemicals) and services to the energy industry, but our efforts will not be limited to the energy industry.



For the three months ended May 31, 2009, the Company had a net loss of
$287,711, attributable to interest income from trust investments of $67,873, an income tax benefit of $148,300 and operating costs of $503,884.



For the nine months ended May 31, 2009, the Company had a net income of $1,087,066 attributable to interest income from trust investments of
$2,672,173, offset by income taxes of $559,900 and operating costs of $1,025,207.



For the three months ended May 31, 2008, the Company had a net income of $1,398,809 due to interest income of $2,576,260 offset by operating costs and income taxes.



For the nine months ended May 31, 2008, the Company had a net loss of
$530,081 attributable to compensation expense, formation and operating cost, and income taxes offset by interest income.



For the period from June 25, 2007 (inception) through May 31, 2009, the Company had a net income of $1,962,895, attributable to interest income
from trust account investments offset by compensation, formation and operating expenses, and income taxes.



In our initial public offering (the Offering), the Company sold to the public 45,000,000 Units at a price of $10.00 per Unit. Net
proceeds from the Offering totaled approximately $448,700,000, which includes $15,600,000 from the sale of the Insider Warrants and was net of $16,900,000 in underwriting fees and other expenses paid at closing. Each Unit consists of one share of
the Companys common stock and one warrant to purchase one share of common stock. On December 10, 2007, the Company sold to its Sponsor, 15,600,000 Insider Warrants for an aggregate purchase of $15,600,000. See discussion in Note 4. The
sale of the Insider Warrants to the Sponsor will not result in the recognition of any stock-based compensation expense because they were sold above fair market value.



Each Unit consists of one share of the Companys common stock, $0.0001 par value, and one Callable Common Stock
Purchase Warrant (Warrant). Each Warrant entitles the holder to purchase from the Company



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##### Table of Contents

one share of common stock at an exercise price of $7.00 commencing the later of the consummation of a Business Combination or one year from the effective
date of the registration statement related to the Offering and expiring on the fourth anniversary thereof. The Warrants are callable at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event
that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of the call is given. The Company may not call the Warrants
unless the Warrants and the shares of common stock underlying the Warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the call.



The Company sold the Units issued in the Offering to the underwriters at a
price per unit equal to $9.30 (discount and compensation of $0.70 per share), resulting in an aggregate underwriting fee to the underwriters of $31,500,000.



There are 30,650,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares
upon full exercise of the outstanding warrants) and all of the 1,000,000 shares of preferred stock available for issuance. On January 15, 2008, the Underwriters informed the Company that they would exercise no part of the Over-allotment Option
granted to the Underwriters at the Offering. The Sponsor accordingly forfeited 1,687,500 shares as the Over-allotment Option was not exercised in order for the Sponsor to maintain ownership of 20.0% of the Companys outstanding common stock.



The Company utilizes certain administrative, technology and
secretarial services, as well as certain office space provided by United Refining, Inc. United Refining Inc. has agreed that, until the acquisition of a target business by the Company, it will make such services and space available to the Company,
as may be required by the Company from time to time. The Company has agreed to pay United Refining, Inc. $7,500 per month for such services and space commencing on the effective date of the Offering.



In connection with the Offering, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Deutsche Bank Securities Inc. and Maxim Group LLC, as joint representatives of the underwriters in the Offering (the Underwriters).



Pursuant to the Underwriting Agreement, the Company is obligated to the
Underwriters for certain fees and expenses related to the Offering, including underwriting discounts and commission of $31,500,000, of which $15,750,000 was paid at the closing of the offering and $15,750,000 has been deferred upon the consummation
of a business combination. The deferred discount can be reduced up to $6,299,999 if up to one share less than 40% of the aggregate number of shares owned by all Public Stockholders seek redemption.



Liquidity and Capital Resources



On December 17, 2007, we completed our Offering of 45,000,000 Units.
Each Unit consists of one share of our common stock, par value $0.001 per share, (the Common Stock) and one warrant entitling the holder to purchase one share of our Common Stock at a price of $10.00. As of May 31, 2009, we had cash
of $237,834. Until the consummation of our Offering, our only source of liquidity was $300,000 of loans made to us by our founding stockholder. This loan was repaid on December 17, 2007 from the proceeds of our Offering.



The registration statement for the Companys Offering was declared
effective on December 11, 2007. The Company consummated the Offering on December 17, 2007 and received net proceeds of $448,700,000, which includes $15,600,000 from the Insider Warrants sold in a private placement and includes $15,750,000
of underwriters deferred discount. The Companys management intends to apply substantially all of the net proceeds of the Offering toward consummating a Business Combination. The initial target business must have a fair market value equal to at
least 80% of the Companys net assets held in the trust account at the time of such acquisition. However, there is no assurance that the Company will be able to successfully affect a Business Combination.



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The Companys amended and restated Certificate of Incorporation provides that the Companys
corporate existence will cease in the event it does not consummate a Business Combination by December 11, 2009 or June 11, 2010 in the event the holders of the common stock sold as part of the Units in the Offering (Public
Stockholders) approve a proposal to extend the period of time to consummate a Business Combination by an additional six (6) months. If the Company does not effect a Business Combination by December 11, 2009 or June 11, 2010, as
the case may be, the Company will promptly distribute the amount held in trust, which is substantially all of the proceeds from the Offering, including any accrued interest, to its Public Stockholders.



Off-Balance Sheet Financing Arrangements



We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the
purpose of facilitating off-balance sheet financing.



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



Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates
or prices. We are not presently engaged in and, if a suitable business target is not identified by us prior to the prescribed liquidation date of the trust fund, we may not engage in, any substantive commercial business. Accordingly, we are not and,
until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering
held in the trust fund have been invested only in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Given our limited risk in our exposure to money market funds, we do not view the
interest rate risk to be significant.



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



Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures as of May 31, 2009. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to
the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of
our disclosure controls and procedures as of May 31, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.



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|Part II. | OTHER INFORMATION.
|-------- | ------------------



|Item 1. | LEGAL PROCEEDINGS.
|------- | ------------------



| | None.
| | -----



|Item 1A. | RISK FACTORS.
|-------- | -------------



| | There has been no material changes in our Risk Factors disclosed in our Annual Report for the fiscal year ended August 31, 2008.
| | --------------------------------------------------------------------------------------------------------------------------------



|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------



| | Not applicable.
| | ---------------



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



| | None.
| | -----



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------



| | Not applicable.
| | ---------------



|Item 5. | OTHER INFORMATION.
|------- | ------------------



| | Not applicable.
| | ---------------



|Item 6. | EXHIBITS.
|------- | ---------



|             |  |                                                                                                                                         
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                      
|             | 
|Exhibit 32.1 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                      
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 32.2 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002



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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 20, 2009



UNITED REFINING ENERGY CORP. (Registrant)/s/ Myron L. TurfittMyron L. TurfittPresident/s/ James E. MurphyJames E. MurphyChief Financial Officer




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