FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the Quarterly Period Ended March 31, 2006

                        Commission File Number 333-37842

                        DENTAL PATIENT CARE AMERICA, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Utah                                           87-0373840
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


           2150 South 1300 East, Suite 500, Salt Lake City, Utah 84106
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (801) 990-3311
                         ------------------------------
                         (Registrant's telephone number)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

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

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

             Class                          Outstanding as of May 4, 2006
         ------------                       -----------------------------
         Common Stock                             22,969,762 shares

<PAGE>

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements (Unaudited)

         Consolidated Balance Sheet - March 31, 2006                          3

         Consolidated Statements of Operations                                4
           Three months ended March 31, 2006 and 2005

         Consolidated Statements of Cash Flows                                5
           Three months ended March 31, 2006 and 2005

         Notes to Consolidated Financial Statements                           6

Item 2:  Management's Discussion and Analysis or Plan of Operation            8

Item 3:  Controls and Procedures                                             13



                           PART II - OTHER INFORMATION

Item 1:  Legal Proceedings                                                   14

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds         14

Item 3:  Defaults upon Senior Securities                                     14

Item 4:  Submission of Matters to a Vote of Security Holders                 14

Item 5:  Other Information                                                   14

Item 6:  Exhibits                                                            15

Signatures                                                                   16

                                       2
<PAGE>
<TABLE>
<CAPTION>

                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.


                                DENTAL PATIENT CARE AMERICA, INC.
                                   CONSOLIDATED BALANCE SHEET

------------------------------------------------------------------------------------------------------------

                                                                                            March 31, 2006
Assets                                                                                        (Unaudited)
                                                                                          -----------------
<S>                                                                                       <C>
Current assets:
  Cash                                                                                    $         104,537
  Accounts receivable                                                                                57,887
  Advances                                                                                            3,000
                                                                                          -----------------

      Total current assets                                                                          165,424

Property and equipment, net                                                                           2,540
Other assets                                                                                            750
                                                                                          -----------------

Total Assets                                                                              $         168,714
                                                                                          =================

------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable                                                                        $          93,836
  Accrued expenses                                                                                   20,630
  Related-party accrued interest                                                                     25,395
  Related-party notes payable                                                                       132,000
  Member deposit payable                                                                            115,770
                                                                                          -----------------

      Total current liabilities                                                                     387,631
                                                                                          -----------------

Total Liabilities                                                                                   387,631
                                                                                          -----------------


Stockholders' deficit:
  Preferred stock, no par value, audthorized 10,000,000
    shares;  no shares issued or outstanding                                                              -
  Common stock, no par value, 50,000,000 shares
    authorized; 22,969,762 shares issued and outstanding                                            828,517
  Accumulated deficit                                                                            (1,047,434)
                                                                                          -----------------

Total stockholders' deficit                                                                        (218,917)
                                                                                          -----------------

Total Liabilities and stockholders deficit                                                $         168,714
                                                                                          =================



------------------------------------------------------------------------------------------------------------
                      See accompanying notes to consolidated financial statements.

                                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        DENTAL PATIENT CARE AMERICA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


---------------------------------------------------------------------------------------------

                                                                  Three Months Ended
                                                                        March 31
                                                           --------------------------------
                                                                 2006             2005
                                                             (Unaudited)      (Unaudited)
                                                           --------------------------------
<S>                                                         <C>              <C>
Cooperative revenues (net of member incentives of
  $34,039 and $34,141, respectively)                        $      87,795    $     101,406
Insurance revenues                                                      -            8,211
                                                           --------------------------------
       Total revenues                                              87,795          109,617
                                                           --------------------------------

Costs and Expenses:
  Insurance claims and direct costs                                     -            8,211
  General and administrative expense                              164,471          123,280
                                                           --------------------------------
       Total costs and expenses                                   164,471          131,491
                                                           --------------------------------
       Loss from operations                                       (76,676)         (21,874)
                                                           --------------------------------

Other income (expense):
  Other income                                                      4,874                -
  Interest income/(expense), net                                   (1,611)           1,771
  Related party interest expense                                   (5,940)          (5,940)
                                                           --------------------------------

      Net other expense                                            (2,677)          (4,169)
                                                           --------------------------------

      Loss before benefit for income taxes                        (79,353)         (26,043)

Income tax benefit (provisions)                                         -                -
                                                           --------------------------------

Net Loss                                                    $     (79,353)   $     (26,043)
                                                           ================================

Net income (loss) per common share
  - basic and diluted                                       $       (0.00)   $       (0.00)
                                                           ================================

Weighted average shares outstanding
  - basic and diluted                                          22,065,539       21,149,762
                                                           ================================



---------------------------------------------------------------------------------------------
                  See accompanying notes to consolidated financial statements.

                                               4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       DENTAL PATIENT CARE AMERICAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                       Three Months Ended March 31,
                                                     -------------------------------
                                                          2006              2005
                                                       (Unaudited)       (Unaudited)
                                                     -------------------------------
<S>                                                    <C>                <C>
Cash flows from operating activities:
  Net loss                                             $    (79,353)      $ (26,043)
  Adjustments to reconcile net (loss) income to net
    cash (used in) provided by operating activities:
      Depreciation                                              304             150
      Decrease (increase) in:
        Accounts receivable                                   1,025          11,858
      Increase (decrease) in:
        Accounts payable                                    (28,621)          6,206
        Accrued liabilities                                   5,981          (2,859)
        Insurance Claim reserves                                  -          (8,375)
                                                     -------------------------------

            Net cash used in operating activities          (100,664)        (19,063)
                                                     -------------------------------

Cash flows used in investing activities:
  Purchase of property and equipment                              -          (1,376)
                                                     -------------------------------

            Net cash used in investing activities                 -          (1,376)
                                                     -------------------------------

Cash flows from financing activities:
  Proceeds from issuance of stock                           160,000               -
  Proceeds from related party notes and advances                  -          32,005
  Cash overdraft                                                  -          (7,803)
                                                     -------------------------------

            Net cash provided by (used in)
              financing activities                          160,000          24,202
                                                     -------------------------------

Net increase (decrease) in cash and
  cash equivalents                                           59,336           3,763

Cash and cash equivalents at beginning of period             45,201               -
                                                     -------------------------------

Cash and cash equivalents at end of period             $    104,537    $      3,763
                                                     ===============================


---------------------------------------------------------------------------------------
              See accompanying notes to consolidated financial statements.

                                            5
</TABLE>
<PAGE>

                        DENTAL PATIENT CARE AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Company Background

         Dental Patient Care America, Inc. ("we", "us", "our", "the Company" and
"DPCA") is incorporated under the laws of the state of Utah. We are in the
business of providing services to dentists and the dental industry. Our business
is conducted through two operating subsidiaries, Dental Cooperative, Inc. and
U.S. DentistDirect, Inc.

         Dental Cooperative, Inc., our oldest operating subsidiary, was
incorporated in Utah in 1998 for the purpose of organizing dentist into a
cooperative model of contractually networked dental practices, allowing member
dentists to access a variety of benefits form the cooperative structure. Such
benefits include programs to purchase supplies, laboratory and other operating
services, insurance and employee benefits programs, and opportunities for profit
sharing through the cooperative model. Various dental patient marketing programs
are also provided, such as the organization of its member dentist into a
network, which offers dental care plans to employers and other groups.

         U.S. DentistDirect, Inc. our other operating subsidiary, was
incorporated in Utah in 2004 to conduct a dental benefits plan business for the
purposes of creating a second revenue generator for the Company and to generate
patient flow for the Dental Cooperative member dentists who participate in the
provider panel for the U.S. DentistDirect offerings. U.S. DentistDirect offers
dental benefit plans to employers as an employee benefit.

2. Interim Financial Statements

         The accompanying condensed consolidated financial statements of the
Company have been prepared without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and disclosures
with required by accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations. These
condensed consolidated financial statements reflect all adjustments that, in the
opinion of management, are necessary to present fairly the results of operations
of the Company for the periods presented. The results of operations for the
three months ended March 31, 2006, are not necessarily indicative of the results
that may be expected for any future period or the fiscal year ending December
31, 2006.

3. Loss Per Share

         The computation of loss per common share is based on the weighted
average number of shares outstanding during the periods. The Company had stock
options outstanding to purchase 264,000 shares as of March 31, 2006 and 2005
which were not included because they were antidilutive.

4. Stock Based Compensation

         On January 1, 2006, we adopted the provisions of Statement 123 (revised
2004) (Statement 123 (R), "Share-Based Payment," which revises Statement 123,
"Accounting for Stock-Based Compensation," and supersedes APB Opinion 25,
"Accounting for Stock Issued to Employees." Statement 123(R) requires us to
recognize expense related to the fair value of our stock-based compensation
awards, including employee stock options.

         Prior to the adoption of Statement 123(R), we accounted for stock-based
compensation under the recognition and measurement principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations, and
has adopted the disclosure only provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation". Accordingly, no compensation cost has been recognized
for options issued to employees. Had compensation cost for these options been
determined based upon the fair value at the grant date consistent with the
methodology prescribed under SFAS No. 123, the Company's net loss would not have
been materially different since no new options were issued during the periods
presented.

                                       6
<PAGE>

         We have elected to use the modified prospective transition method as
permitted by Statement 123(R) and therefore have not restated our financial
results for prior periods. Under this transition method, we will apply the
provisions of Statement 123(R) to new awards modified, repurchased, or cancelled
after January 1, 2006. Additionally, had any of the stock-based awards not been
vested, we would have recognized compensation cost for the portion of the awards
for which the requisite service had not been rendered that were outstanding as
of January 1, 2006, as the remaining service was rendered.

5. Going Concern

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. For the periods ended March 31,
2006 and 2005, the Company had negative cash flows from operating activities,
recurring operating losses, negative working capital, and negative equity. These
conditions raise substantial doubt about the ability of the Company to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

         Management's plans regarding its working capital deficit, cash flows
form operations and profitability include continued changes and improvements to
our products and services and expansion of our member population to attain
profitable operations.

         Management is actively exploring both equity and debt financing
opportunities which would allow the Company to implement membership models
management believes could increase membership significantly.

         There can be no assurance that the Company will be successful in its
efforts to operate profitability or to secure debt or equity financing.

6. Supplemental Disclosure of Cash Flow Information

         During the three months ended March 31, 2006 and 2005 the Company
incurred the following amounts for interest and income taxes:

                                             2006            2005
                                         --------------------------

                     Interest              $ 5,940         $ 5,940
                                         ==========================

                     Income taxes          $     -         $     -
                                         ==========================

7. Stock Options

         In December 2004, the Financial Accounting Standard Board ("FASB")
issued SFAS 123R, "Share-Based Payments" ("SFAS No. 123R"), a revision of SFAS
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which
requires companies to measure all employee stock-based compensation awards using
a fair value method and record such expense in their financial statements. The
Company adopted this standard effective January 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or cancelled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123R. Stock-based awards that are granted prior to the effective
date should continue to be accounted for in accordance with SFAS No. 123, except
that stock option expense for unvested options must be recognized in the
statement of operations. Because the Company had only 264,000 options
outstanding as of March 31, 2006, all of which were fully vested prior to
January 1, 2006, there is no charge attributable to the period ended March 31,
2006.

         As of March 31, 2006, the Company had 264,000 common stock options
outstanding. The options were exercisable at 2.50 per share and are all fully
vested.

                                       7
<PAGE>

         Changes in stock options were as follows:
<TABLE>
<CAPTION>
                                                   Shares Under Option            Exercise Price
                                                -------------------------- ----------------------------
<S>                                                       <C>                    <C>
Outstanding option at December 31, 2005                   264,000                $      2.50
Expired, canceled or exercised                                  -                          -
                                                -------------------------- ----------------------------
Outstanding at March 31, 2006                             264,000                $      2.50
                                                ========================== ============================

         The following summarizes information about stock options outstanding at
March 31, 2006:
<CAPTION>
                                         Weighted Average
                                             Remaining
                          Number of      Contractual Life    Weighted Average       Number of       Weighted Average
 Range of Exercise         Options            (Years)         Exercise Price         Options         Exercise Price
       Prices            Outstanding                                               Exercisable
--------------------- ------------------ ------------------ ------------------- ------------------ -------------------
<S>                        <C>                 <C>              <C>                  <C>                <C>
      $    2.50            264,000             3.25             $    2.50            264,000            $   2.50
</TABLE>

8. Private Offering

         In October 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.25 per share to
accredited and sophisticated investors. Through January 31, 2006, the date the
offering was terminated, we received proceeds of $160,000 representing 800,000
shares. The Company did not use an underwriter in connection with this offering.



                  [Remainder of Page Intentionally Left Blank]

                                       8
<PAGE>

       Item 2. Management's Discussion and Analysis and Plan of Operation

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
condensed consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements included in our Form 10-KSB for the year ended December 31, 2005, and
notes thereto.

Overview

         We earn revenue from our dental cooperative business through management
fees assessed to our members as a percentage of their operating revenues and
through marketing fees for patient referral services. In return, the Cooperative
provides services to its members in the form of centralized purchasing of dental
supplies and lab services, HR benefits, marketing services for patient flow and
the opportunity to participate in profit sharing or bonus pools. Our member
dentists remain independent practitioners wholly responsible and liable for the
conduct and performance of their dental practices. Such member dentists are
referred to as Associate Member Dentists. It is also our intention as a part of
our business model to offer practice transition funding. Such funding is
designed to finance the transitional sale of successful dental practices from
retiring dentists into the hands of younger practitioners. Such financing would
involve a new membership fee sufficiently increased to pay the membership fee
and repay the financed amount. Members who enter into such financing
arrangements with the Cooperative are referred to as Affiliate Members. We are
not presently able to offer loans to Affiliate Members and therefore those
agreements are not binding. There can be no assurance that we will provide such
services in the future.

         We earned revenue from our dental benefit plan offerings as a result of
premium and related payments and incurred losses since revenues were less than
claims and fees paid out or accrued during the measurement period in 2003, 2004
and part of 2005.

         Under our Dental Patient Transition model, we anticipate earning
revenue by retaining approximately forty percent of the margin from dental
practices that we finance.

         During 2003 and part of 2004, the Company had an agreement with an
insurance underwriter that allowed the Company to offer its own insurance
products and to retain the difference between premiums paid and the claims paid
and fees to the underwriter and third party administrator for the plan without
any obligation to the Company for claims in excess of premiums. Early in 2004,
the third party insurer lost its ability to meet the provisions of the agreement
and the arrangement was terminated. The dental plans written under this
arrangement were assumed by another company under the same terms and conditions.
The new agreement provided U. S DentistDirect, Inc. the ability to private label
the dental plans without interrupting the customer relationship with U.S.
DentistDirect, Inc. During 2004, we also decided to pay certain claims covered
by our prior agreement with the underwriter in order to facilitate the
transition to the new underwriter.

         Under the current agreements, U.S. DentistDirect, Inc. assumes no
underwriting liability and receives no revenue. Our income or gross margin from
U.S. DentistDirect, Inc. markedly declined during 2004 and was eliminated during
2005 as our insurance customers moved to our new subcontracted vendors. In
August 2005, U.S. DentistDirect, Inc., through its subcontractor (Qualified
Benefit Services, LLC), established a preliminary arrangement whereby dental
insurance could be offered under the DentistDirect name in select markets.
American National Insurance, one of the nation's largest insurance carriers, was
contracted to underwrite the risks associated with claims exceeding the premiums
and the insurance product(s) would be administered by Qualified Benefit
Services, LLC. U.S. DentistDirect, Inc. has no obligation in the event that
claims exceed premiums. The first insurance claim under these preliminary
arrangements was processed on August 18, 2005. U.S. DentistDirect, Inc. is still
in the process of designing the DentistDirect insurance products to be offered
and how the DentistDirect insurance products will operate. Mr. Pete Peterson, a
director of the Company, is affiliated with Qualified Benefit Services, LLC.
Negotiations are now under way where in U.S. DentistDirect, Inc. may receive up
to 50% of net profits from prospective subcontractors or joint ventures that
carry the DentistDirect dental plan products.

                                       9
<PAGE>

         The Company is actively exploring and negotiating subcontracts to be
used in connection with its cooperative panel of dental providers and is
attempting to grow patient flow to participating Cooperative dentists using
contract agreements to private label its dental plans and dental panel. It is
the intent of the Company to grow the name "DentistDirect" to a prominent
recognizable identifier and trade name in the quality dental plan market. There
can be no assurance, however, that we will enter into such non-insurance
arrangements or that we will be successful in the development of our
subcontracted products.

Financial Position

     We had $104,537 in cash as of March 31, 2006. Our working capital deficit
as of March 31, 2006 was $222,207, compared to $303,158 at December 31, 2005. In
light of these circumstances, the ability of the Company to continue as a going
concern is in substantial doubt. The attached financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Critical Accounting Policies

         The policies discussed below are considered by us to be critical to an
understanding of our financial statements. The application of these policies
places significant demands on the judgment of our management and, when reporting
financial results, cause us to rely on estimates about the effects of matters
that are inherently uncertain. We describe specific risks related to these
critical accounting policies below. A summary of significant accounting policies
can be found in Note 1 of the Notes to Consolidated Financial Statements.
Regarding all of these policies, we caution that future results rarely develop
exactly as forecast, and the best estimates routinely require adjustment. Our
critical accounting policies include the following:

         o Revenue recognition
         o Estimation of insurance claim reserves
         o Stock based compensation

         Revenue Recognition

         We charge our member dentists membership fees, marketing fees for
referrals provided by us, and receives rebates from the suppliers for purchases
of dental equipment for its members. These revenues are recognized when payments
are received since that is the earliest date when services have been provided,
these amounts are readily determinable, and collection is reasonably assured.
Amounts received prior to issuance of financial statements but after period
ending dates that are attributable to prior periods are recorded as accounts
receivable.

         Third parties contract with us to use our panel of dentists as
providers. We charge a panel access fee. Panel access fee revenue is recognized
monthly as access is provided since a binding agreement has been entered into,
services have been rendered, the price is fixed and determinable, collection is
reasonably assured and we have no significant obligations remaining.

         Insurance premiums are billed monthly and recognized as revenue over
the contract period. We design, market and direct the administration of its
insurance products. We insure the entire claim risk with an insurance company
and contracts with a third party administrator for claims administration.

         During 2003, 2004 and part of 2005, we had an agreement with an
insurance underwriter that allowed us to offer our own insurance products and to
retain the difference between premiums paid and the claims paid and fees to the
underwriter and third party administrator for the plan without any obligation to
us for claims in excess of premiums. Early in 2004 the third party insurer lost
its ability to meet the provisions of the agreement and the arrangement was
terminated. The dental plans written under this arrangement were assumed by
another company under the same terms and conditions. The new agreement provided
U.S. DentistDirect, Inc. the ability to private label the dental plans without
interrupting the customer relationship with U.S. DentistDirect, Inc. During
2004, we decided to pay certain claims covered by the prior agreement with the
underwriter in order to facilitate the transition to the new underwriter.

                                       10
<PAGE>

         Under the current agreement U.S. DentistDirect, Inc. assumes no
underwriting liability and receives no revenue. The Company is actively
exploring and negotiating subcontracts to be used in connection with its
cooperative panel of dental providers and is attempting to grow patient flow to
participating Cooperative dentists using contract agreements to private label
its dental plans and dental panel.

Three Months Ended March 31, 2006 and 2005

         Our dental practice management revenues (net of member incentives),
referred to as "cooperative revenues" were $87,795 for the three months ended
March 31, 2006 as compared to $101,406 for the three months ended March 31,
2005. Cooperative revenues consist of member fees and marketing fees paid to the
Company by member dentists as well as group purchasing rebates received from
vendors for purchases made by our members. This decrease between the 2006 and
2005 period was primarily due to delays in the receipt of group purchasing
rebates from suppliers that are expected to be received in subsequent quarters.

         Member incentives were $34,039 for the three months ended March 31,
2006 as compared to $34,141 for the three months ended March 31, 2005. These
amounts are accounted for as reductions of cooperative revenues. Member
incentives are profit sharing distributions through Dental Cooperative to
recognize significant contributions to Dental Cooperative by certain members,
based largely on the growth in revenues of the member practices and the
resulting fees to Dental Cooperative. Member incentives have increased
consistently with the general growth in the number of member dentists, the
growth in member revenues and the resulting growth in management fee revenue to
Dental Cooperative. Member incentives are discretionary with the Board of
Directors of Dental Cooperative, and these funds can be redirected to pay
operating expenses as needed.

         Our dental benefit plan revenues, referred to as "insurance revenues"
in the financial statements, were $0 for the three months ended March 31, 2006
as compared to $8,211 for the three months ended March 31, 2005. Insurance
claims and direct costs were $0 for the three months ended March 31, 2006 as
compared to $8,211 for the three months ended March 31, 2005. The Company ceased
being able to offer income generating plans in the second quarter of 2004, with
the practical effect of eliminating all of the revenue from the dental benefit
plan business as annual contracts were rewritten with another risk retention
agent and consequently, insurance revenues and costs have been eliminated from
this source.

         General and administrative ("G&A") expenses were $164,471 for the three
months ended March 31, 2006 as compared to $123,280 for the three months ended
March 31, 2005. The increase in G&A expenses is primarily due to increased
personnel and benefit costs and expenses associated with those providing
professional services to the Company.

         Net other expense was $2,677 for the three months ended March 31, 2006
as compared to $4,169 for the three March 31, 2005. This decrease was primarily
due to the recognition of certain other extraordinary income items during the
first quarter of 2006.

Liquidity and Capital Resources

         To date, we have financed our operations principally through private
placements of equity securities and revenues. We used net cash in operating
activities of $100,664 during the three months ended March 31, 2006 as compared
to $19,063 during the three months ended March 31, 2005. This increase in net
cash used in operating activities is primarily attributable to increased
personnel and benefit costs and expenses associated with those providing
professional services to the Company. We do not expect that our professional
service fees will continue to increase at levels experienced in 2005. We also
received $160,000 in cash from financing activities during the three months
ended March 31, 2006. As of March 31, 2006, our working capital deficit was
$222,207 and we had $104,537 of cash on hand.

         As of March 31, 2006, we had current assets of $165,424 as compared to
$107,113 as of December 31, 2005. Our current assets increased as a result of

                                       11
<PAGE>

funds received through financing activities. Our current liabilities of $387,631
are lower than the balance of $410,271 at December 31, 2005. The reduction in
current liabilities is primarily the result of elimination of insurance reserves
and reductions in related party indebtedness and accrued interest thereon, and
payments to our professional service providers. This adverse ratio of current
assets to current liabilities results in technical insolvency under most
definitions.

         We may choose to continue to distribute Dental Cooperative member
incentives in 2006. We have not yet generated positive cash flows from operating
activities, and there can be no assurance that we will be able to generate
positive cash flows in future periods. If we are unable to generate positive
cash flows from operating activities, we will be required to seek financing
through additional related party debt, including but not limited to salary
waivers, or through the sale of debt or equity securities to investors. There
can be no assurance that such related party financing or investor financing will
be available to us if needed. We also may need to reduce or eliminate member
incentives in order to maintain the services of our service providers through
payment of their overdue bills.

         We currently have no bank lines of credit or third party indebtedness,
other than the operating payables mentioned above. We have relied on our ability
to defer payments to creditors and salary waivers by management to continue as a
business. As our revenues grow, we plan on seeking one or more bank lines of
credit to assist with meeting ongoing liquidity needs. There can be no assurance
that we will be able to secure such financing in the future.

         Our working capital requirements for the foreseeable future will vary
based upon a number of factors, including, our timing in the implementation of
our business plan, our growth rate and the level of our revenues. We have no
commitments to fund any future capital expenditures. Our current assets, along
with cash generated from anticipated revenues, will not provide us with
sufficient funding for the next twelve months. We anticipate that we will need
at least $370,000 in funding to execute our business plan over the next twelve
months and at least an additional $130,000 in funding thereafter. However, if we
begin entering into financing arrangements with Affiliate Members we will need
tens of millions of dollars to fund such operations. We are currently seeking
sources of financing to fund operations through sales of securities in private
transactions, borrowing and/or any other sources of funding that become
available to us. We have no contractual arrangements that will provide us with
funds and there can be no assurance that we will obtain the necessary funding,
or that such funding, if obtained, will be on terms that are favorable to the
Company or its shareholders. Failure to raise the required capital could prevent
us from achieving our long-term business objectives and may result in
substantially reducing or even terminating operations.

         In November 2005, we executed a non-binding terms sheet (the "Terms
Sheet") with Stillwater National Bank & Trust Company ("SNB"). The Terms Sheet
provides for a revolving line of credit in an amount of up to $30,000,000 to
finance loans to dentists and provide working capital. The line of credit would
be available for a five year period, guaranteed by the Company and secured by a
first lien and assignment of all loans made by Dental Practice Transition. All
loans by Dental Practice Transition would be subject to the approval of SNB, and
we would be subject to various financial covenants. The Terms Sheet is
non-binding, subject to completion of due diligence, definitive documentation
and other contingencies. We are in the process of trying to finalize these
arrangements. However, until definitive loan documentation is signed, there can
be no assurance that SNB will provide a line of credit on the terms described in
the Terms Sheet or on any other terms.

         As of March 20, 2006, we have outstanding stock options that are
exercisable for 264,000 shares of common stock at an exercise price of $2.50 per
share. The exercise of all such stock options would result in an equity infusion
of $660,000. There can be no assurance that any of the stock options will be
exercised.

Off-Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.

                                       12
<PAGE>

Recent Accounting Pronouncements

         In December 2004, the FASB issued FASB Statement No. 123 (revised
2004), "Shared-Based Payment." Statement 123(R) addresses the accounting for
share-based payment transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity instruments.
Statement 123(R) requires an entity to recognize the grant-date fair-value of
stock options and other equity-based compensation issued to employees in the
income statement. Statement 123(R) generally requires that an entity account for
those transactions using the fair-value-based method, and eliminates the
intrinsic value method of accounting in APB Opinion No. 25, "Accounting for
Stock Issued to Employees", which was permitted under Statement 123, as
originally issued.

         Statement 123(R) requires entities to disclose information about the
nature of the share-based payment transactions and the effects of those
transactions on the financial statements.

         Statement 123(R) is effective for our Company after December 15, 2005.
The Company has not yet evaluated the impact of adoption of this pronouncement.

Inflation

         We do not expect the impact of inflation on our operations to be
significant.

Our Outlook and Perspective on the Company's Prospects

         Our acquisition of Dental Cooperative together with our DentistDirect
business, coupled with our complete divestiture of our oil and gas business and
the resignation of prior management at the same time has resulted in a new
business for the Company, but also a management team without experience in the
regulatory requirements of a public company. The Company has very limited
operational and administrative personnel. We anticipate that as the dental
cooperative and the dental benefit plan businesses grow, the increased revenue
together with increased capitalization will enable the hiring and retention of
additional qualified operational and administrative personnel. We also
anticipate that increasing revenues will enable us to reduce our indebtedness.
However, we will require some form of new capital infusion to completely pay our
existing vendor liabilities.

         The growth in Cooperative membership has continued even given our
skeleton staff and the lack of financing for the Affiliate Member benefits. We
believe that the reason for this growth is the perceived value of membership
exceeds the related costs. We also believe that the perceived value of
Cooperative membership goes beyond the value of specific services and cost
reductions and includes the value of the perception and reality that an
independent dental practitioner, as a member of the Cooperative, is collectively
participating in an organization that competitively empowers and sustains
his/her position as an independent dentist. We cannot assure that others will
not adopt similar operating models, but are not aware of any such model that is
currently operating. We believe that time is of the essence and that the
Cooperative must grow and grow on a national scale to take advantage of the cost
and preparation of the past several years.

         Our DentistDirect dental plan business is not strategically unique by
virtue of its initial products. We believe it is unique by virtue of its
relationship to its panel of dental providers, most being members of Dental
Cooperative. This family of dental plans is directed by and for its panel of
providers, who by virtue of their interest in the dental plans can make possible
the offering of unique products. While this has been done on a limited scale by
others, it has not been combined with the other services we provide. The Company
acknowledges the significant risks associated with such growth and that there
can be no assurance those risks can be successfully dealt with by the Company or
that we will ultimately be successful in our business objectives.

                                       13
<PAGE>

Forward-Looking Statements

         When used in this Form 10-QSB, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.

         We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to
risk of a lack of demand or low demand for our products and services;
competitive products and pricing; changes in the regulation of our industry; a
failure to timely obtain necessary regulatory approvals; changes to the tax
laws; additional costs associated with compliance with the Securities and
Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, including any changes
in the SEC's rules, and other corporate governance requirements; failure of
member dentists to timely and accurately pay management and other fees, changing
government regulations and laws applicable to the delivery of dental services,
competitive factors such as pricing pressures and/or competition to hire and
retain employees; the results of current and/or future legal proceedings and
government agency proceedings which may arise out of our operations (including
our dental benefits plan business and the attendant risks of fines, liabilities,
penalties, suspension and/or debarment; undertaking acquisitions that could
increase our costs or liabilities or be disruptive; taking on additional debt to
fund acquisitions or to implement affiliate agreements; failure to adequately
integrate acquired businesses; material changes in laws or regulations
applicable to the Company's businesses; as well as other factors and other risks
set forth in Item 6 "Risk Factors" and elsewhere herein.

         Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.

Item 3. Controls and Procedures

         We have evaluated, under the direction of our Chief Executive Officer
and Chief Financial Officer, the effectiveness of the design and operation of
our disclosure controls and procedures as of March 31, 2006, pursuant to
Exchange Act Rule 15d-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of March 31, 2006, our
disclosure controls and procedures are effective.

         There have been no significant changes in our internal control over
financial reporting that occurred during our most recently completed fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting, or other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation.



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                                       14
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

          None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

         In October 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.25 per share to
accredited and sophisticated investors. In November 2005, the Company received
proceeds of $50,000 in consideration for the issuance of 200,000 shares of
restricted common stock. The Company did not use an underwriter in connection
with this offering. The issuance of the common stock in the private offering was
exempt from registration under Section 4(2) and 4(6) of the Securities Act of
1933 and pursuant to Regulation D as promulgated under the Securities Act of
1933.

         In January 2006, the Company amended the private placement offering of
October 2005 to allow the Company to sell common stock to an accredited investor
at a price of $0.20 per share and, immediately following such sale, the offering
would be terminated. In January 2006, the Company sold 800,000 such shares of
restricted common stock for an aggregate of $160,000 to an accredited and
sophisticated investor and then terminated this private offering. The Company
did not use an underwriter in connection with this offering. The issuance of the
common stock in the private offering was exempt from registration under Section
4(2) and 4(6) of the Securities Act of 1933 and pursuant to Regulation D as
promulgated under the Securities Act of 1933.

         In December 2005, the Company issued 300,000 shares of common stock to
three individuals in consideration for services relating to establishing the
prototype DentistDirect credit ID payment system. during the fourth quarter of
2005, at a valuation of $0.20 per share. The Company did not use an underwriter
in connection with this offering. The issuance of the common stock in the
private offering was exempt from registration under Section 4(2) of the
Securities Act of 1933 and pursuant to Regulation D as promulgated under the
Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

         Since the inception of Dental Cooperative, Messrs. Michael Silva,
Marlon Berrett and Andrew Eberhardt each have advanced money to Dental
Cooperative to cover expenses of the Company. As of March 31, 2006 the principal
amount owed to Mr. Silva was $16,500 (in the form of a note payable), the
principal amount of $44,000 was owed to Mr. Marlon Berrett (in the form of notes
payable) and the principal amount of $71,500 was owed to Mr. Eberhardt (in the
form of notes payable). Moreover, interest has been accruing on the principal
amounts the notes payable at the rate of 18% per annum and an aggregate of
$25,395 in accrued interest was owing on the notes payable as of March 31, 2006.

Item 4. Submission of Matters to a Vote of Securityholders.

         None

Item 5. Other Information.

         None

                                       15
<PAGE>

Item 6. Exhibits.

                                  EXHIBIT INDEX

 EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
 -----------                         ----------------------

    2.1           Agreement and Plan of Reorganization as of January 22, 2004,
                  by and among Mountain Oil, Inc., Mt. Oil Enterprises, Inc.,
                  Oakridge Resources, Inc., and Dental Cooperative, Inc.
                  (Incorporated by reference to Exhibit 2.1 of the Company's
                  Form 10-KSB, dated December 31, 2004).

    3(i).1        Articles of Incorporation of Dental Patient Care America, Inc.
                  (Incorporated by reference to Exhibit 3 of the Company's
                  Registration Statement on Form SB-2 filed May 25, 2000 (File
                  No. 333-37842)).

    3(i).2        Amendment to the Articles of Incorporation of Dental Patient
                  Care America, Inc. (Incorporated by reference to Exhibit 3 of
                  the Company's Registration Statement on Form SB-2 filed May
                  25, 2000 (File No. 333-37842)).

    3(i).3        Articles of Amendment to the Articles of Incorporation of
                  Dental Patient Care America, Inc. (Incorporated by reference
                  to Exhibit 3(i).3 of the Company's Form 10-QSB, dated
                  September 30, 2005).

    3(ii).1       Bylaws of Dental Patient Care America, Inc. (Incorporated by
                  reference to Exhibit 3 of the Company's Registration Statement
                  on Form SB-2 filed May 25, 2000 (File No. 333-37842)).

    10.1          Employment Agreement between Dental Patient Care America, Inc.
                  and Michael Silva (Incorporated by reference to Exhibit 10.1of
                  the Company's Form 10-KSB/A, dated December 31, 2004).

    10.2          Employment Agreement between Dental Patient Care America, Inc.
                  and Marlon Berrett (Incorporated by reference to Exhibit 10.1
                  of the Company's Form 10-KSB/A, dated December 31, 2004).

    10.3          Option Agreement between Dental Cooperative, Inc. and
                  Evolution Services, Inc. (Incorporated by reference to Exhibit
                  10.3 of the Company's Form 10-KSB, dated December 31, 2004).

    10.4          Indemnity Agreement between Oakridge Resources, Inc. and the
                  Company, dated June, 2005 (Incorporated by reference to
                  Exhibit 10.4 of the Company's Form 10-KSB/A, dated December
                  31, 2004).

    31.1          Certification by Michael Silva under Section 302 of the
                  Sarbanes-Oxley Act of 2002.

    31.2          Certification by Brad Berrett under Section 302 of the
                  Sarbanes-Oxley Act of 2002

    32.1          Certification of Michael Silva pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

    32.2          Certification of Brad Berrett pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

                                       16
<PAGE>

                                   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 hereunto duly authorized.

                                               DENTAL PATIENT CARE AMERICA, INC.




Date: May 12, 2006                             By  /s/ Michael Silva
                                               ---------------------------------
                                               Michael Silva
                                               Chief Executive Officer, Director




Date: May 12, 2006                             By  /s/ Brad Berrett
                                               ---------------------------------
                                               Brad Berrett
                                               Chief Financial Officer

                                       17