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 September 30, 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 November 8, 2006
          Common Stock                            23,312,697 shares

<PAGE>

                               TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements (Unaudited)

         Consolidated Balance Sheet - September 30, 2006                      3

         Consolidated Statements of Operations                                4
              Three and Nine months ended September 30, 2006 and 2005

         Consolidated Statements of Cash Flows                                5
              Nine months ended September 30, 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>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>
<CAPTION>
                                Dental Patient Care America, Inc.
                                   Consolidated Balance Sheet


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

                                                                                          September 30, 2006
Assets                                                                                       (Unaudited)
                                                                                          ------------------
<S>                                                                                         <C>

Current assets:
  Cash                                                                                      $        23,796
  Accounts receivable                                                                                41,911
  Advances                                                                                            3,295
  Prepaids and other assets                                                                             438
                                                                                          ------------------
        Total current assets                                                                         69,440

Property and equipment, net                                                                           2,109
Other assets                                                                                            750
                                                                                          ------------------

        Total Assets                                                                        $        72,299
                                                                                          ==================

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

Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable                                                                          $        49,519
  Accrued expenses                                                                                   21,342
  Related-party accrued interest                                                                     25,395
  Related-party notes payable                                                                       132,000
  Other notes payable                                                                                50,000
  Member deposit payable                                                                            115,770
                                                                                          ------------------
        Total current liabilities                                                                   394,026
                                                                                          ------------------
        Total liabilities                                                                           394,026
                                                                                          ------------------

Commitment and Contingencies

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; 23,312,697 shares issued and outstanding                                            1,036,041
Accumulated deficit                                                                              (1,357,768)
                                                                                          ------------------
        Total stockholders' deficit                                                                (321,727)
                                                                                          ------------------

        Total Liabilities and stockholders deficit                                          $        72,299
                                                                                          ==================


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

                                                      3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                Dental Patient Care America, Inc.
                                              Consolidated Statements of Operations

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

                                                              Three Months Ended                Nine Months Ended
                                                                 September 30                      September 30
                                                        -------------------------------   -------------------------------
                                                             2006            2005              2006           2005
                                                          (Unaudited)      (Unaudited)     (Unaudited)     (Unaudited)
                                                        -------------------------------   -------------------------------
<S>                                                         <C>            <C>               <C>             <C>
Cooperative revenues (net of member incentives of
$29,923, $35,538, and $96,743 $100,438 respectively)        $    65,320    $   131,538       $   238,820     $   325,770
Insurance revenues                                                    -          1,922                 -          11,026
                                                        -------------------------------   -------------------------------
        Total revenues                                           65,320        133,460           238,820         336,796
                                                        -------------------------------   -------------------------------

Costs and Expenses:
Insurance claims and direct costs                                     -            712                 -          12,845
General and administrative expense                              168,041        147,612           625,836         460,651
                                                        -------------------------------   -------------------------------
        Total costs and expenses                                168,041        148,324           625,836         473,496
                                                        -------------------------------   -------------------------------
        Loss from operations                                   (102,721)       (14,864)         (387,016)       (136,700)
                                                        -------------------------------   -------------------------------

Other income (expense):
  Other income                                                        -              -            22,155               -
  Interest income (expense), net                                 (4,499)        (2,708)           (7,006)         (1,424)
  Related party interest expense                                 (5,940)        (5,940)          (17,820)        (17,820)
                                                        -------------------------------   -------------------------------

        Net other expense                                       (10,439)        (8,648)           (2,671)        (19,244)
                                                        -------------------------------   -------------------------------

        Loss before benefit for income taxes                   (113,160)       (23,512)         (389,687)       (155,944)

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

Net Loss                                                    $  (113,160)   $   (23,512)      $  (389,687)    $  (155,944)
                                                        ===============================   ===============================

Net income (loss) per common share
  - basic and diluted                                       $     (0.00)   $     (0.00)      $     (0.02)    $   $ (0.01)
                                                        ===============================   ===============================

Weighted average shares outstanding
  - basic and diluted                                        22,673,568     21,669,762        22,381,845      21,437,688
                                                        ===============================   ===============================



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

                                                            4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        Dental Patient Care America, Inc.
                                      Consolidated Statement of Cash Flows

                                                                   Nine Months Ended September 30,
                                                              -------------------------------------
                                                                     2006              2005
                                                                  Unaudited          Unaudited
                                                              -------------------------------------
<S>                                                                   <C>               <C>
Cash flows from operating activities:
  Net loss                                                            $ (389,687)       $ (155,944)
  Adjustments to reconcile net (loss) income to net
    cash (used in) provided by operating activities:
      Depreciation                                                           735             1,345
      Stock options issued for services                                  119,056                 -
      Stock warrants issued for debt financing                             3,149                 -
      Decrease (increase) in:
        Accounts receivable                                               16,706            14,994
        Prepaid and other assets                                            (438)                -
      Increase (decrease) in:
        Accounts payable                                                 (72,938)          (30,919)
        Accrued liabilities                                                6,693             1,224
        Insurance Claim reserves                                               -           (13,896)
                                                              -------------------------------------

        Net cash (used in) provided by operating activities             (316,724)         (183,196)
                                                              -------------------------------------

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                                        245,319           260,000
  Proceeds from related party notes and advances                               -            32,005
  Proceeds from other notes and advances                                  50,000                 -
  Payments of related party notes and advances                                 -           (65,520)
  Cash overdraft                                                               -            (7,803)
                                                              -------------------------------------

        Net cash provided by (used in) financing activities              295,319           218,682
                                                              -------------------------------------

Net increase (decrease) in cash and cash equivalents                     (21,405)           34,110

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

Cash and cash equivalents at end of period                            $   23,796        $   34,110
                                                              =====================================



---------------------------------------------------------------------------------------------------
                   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 from 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 programs 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.

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 and nine months ended September 30, 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 640,979 shares as of September 30, 2006 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".

         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 have applied the
provisions of Statement 123(R) to new awards granted, modified, repurchased, or

                                       6
<PAGE>

cancelled after January 1, 2006. Accordingly, since all of the Company's
stock-based awards issued and outstanding as of September 30, 2006 are fully
vested, we have recognized the associated compensation costs associated with
these transactions. 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 September
30, 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 will 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 nine months ended September 30, 2006 and 2005 the Company
incurred the following amounts for interest and income taxes:


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

                     Interest                 $ 7,006         $ 1,424
                                        ==============================

                     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.

         As of September 30, 2006, the Company had options outstanding to
purchase 264,000 shares of common stock at an exercise price of $2.50 per share.
Because these particular options were fully vested prior to January 1, 2006,
there is no expense required to be recognized attributable to these options for
the period ended September 30, 2006.

                                       7
<PAGE>

         During June of 2006, the Company authorized and issued options to its
member dentists to purchase 399,914 shares of common stock at an exercise price
equal to eighty percent (80%) of the average closing price of the Company's
stock for the preceding 20 days prior to the date of exercise. The variability
in the exercise price requires these options to be treated as variable
securities, and they will be revalued at the end of each reporting period. As of
September 30, 2006 all of these options are fully vested and can be exercised at
any time, therefore 100% of the option value was recognized as of September 30,
2006. Net income for the three and nine months ended September 30, 2006 includes
$15,078 and $119,056, respectively, of non-cash stock-based compensation
expense.

         We have used the Black-Scholes valuation model to estimate the fair
value of our stock-based awards, which requires various judgmental assumptions
including estimated stock price volatility, forfeiture rates, and expected life.
Our computation of expected volatility is based on a combination of historical
and market-based implied volatility. Our calculation of the fair market value of
each option award on the date of grant, using the Black-Scholes option-pricing
model, used the following assumptions for the options granted during June of
2006:

                Risk-free interest rate                     4.89%
                Expected life in years                      4.72
                Dividend yield                              0
                Expected volatility                         450.95%

A summary of the status of the Company's stock option plans as of September 30,
2006 and changes during the year is presented below:

                                                               Weighted Average
                                                Options         Exercise Price
                                            ---------------   ------------------

Outstanding options at December 31, 2005        264,000           $   2.50

     Granted                                    399,914               0.24
     Cancelled / Expired                              -                  -
     Exercised                                  (22,935)              0.23
                                            ---------------    -----------------
Outstanding, September 30, 2006                 640,979           $   1.17
                                            ===============    =================

Exercisable, September 30, 2006                 640,979           $   1.17
                                            ===============    =================
<TABLE>
<CAPTION>
                                Outstanding                                         Exercisable
----------------------------------------------------------------------- --------------------------------------
                                       Weighted
                     Number             Average
                  Outstanding          Remaining                           Number of
   Exercise            at             Contractual     Weighted Average       Options       Weighted Average
    Prices           9/30/06         Life(in years)    Exercise Price      Exercisable      Exercise Price
--------------- ------------------ ------------------ ----------------- ------------------ -----------------
<S>                  <C>                 <C>          <C>                    <C>           <C>
     2.50            264,000             2.75         $      2.50            264,000       $      2.50
     0.24            376,979             4.72                0.24            376,979               .24
--------------- ------------------ ------------------ ----------------- ------------------ -----------------
 2.50 - 0.24         640,979             4.20         $      1.22            640,979       $      1.17
=============== ================== ================== ================= ================== =================
</TABLE>
                                       8
<PAGE>

8. Loan Funding for Practice Acquisitions

         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. Having come to general
agreement with Stillwater National Bank and Trust Company (SNB), on a "Proposed
Terms of Credit and Collection Arrangement", we have signed an acceptance of
costs and advanced funds to SNB to pay the costs of proceeding to closing the
proposed credit and collection arrangement. Our arrangements with Stillwater are
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.

9. Subsequent Event

         On October 25, 2006, we entered into a letter of intent (the "LOI")
with Heartland Dental Care, Inc. ("Heartland") under which Heartland is
considering providing us with $1,250,000 in funding in the form of a secured
loan (the "Loan"). It is anticipated that the Loan would mature on the five year
six month anniversary of the closing date, bear interest at the rate of ten
percent annum, and be secured by our assets. Our subsidiaries would be co-makers
and guarantors of the Loan. As additional consideration for the Loan, Heartland
would be entitled to warrants exercisable for ten percent of the total issued
and outstanding capital stock of the Company on the date of exercise which
warrants would be exercisable at $.25 per share beginning on the one year
anniversary of the Closing date and expiring on the five year anniversary of the
Closing date. We would also be required to register the resale of the shares of
common stock issuable to Heartland. The LOI is subject to satisfactory
completion of due diligence by the parties, negotiations of definitive
agreements, and other conditions. The LOI will expire on November 15, 2006, but
we are still working toward closing the transactions described in the LOI.
However, there can be no assurance that the Loan will be funded.



                  [Remainder of Page Intentionally Left Blank]

                                       9
<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.

         Under our Dental Practice Transition model, we anticipate earning
revenue by retaining a percentage of the margin from dental practices that we
finance. We have signed our first practice purchase agreement and related
practice management agreement and expect that the acquisition will close in
December 2006. We expect to enter into additional practice purchase and
management agreements.

         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.

         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.

                                       10
<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 program 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 $23,796 in cash as of September 30, 2006. Our working capital
deficit as of September 30, 2006 was $324,586, 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.

Three and Nine Months Ended September 30, 2006 and 2005

         Our dental practice management revenues (net of member incentives),
referred to as "cooperative revenues" were $65,320 and $238,820 for the three
and nine months ended September 30, 2006 as compared to $131,538 and $325,770
for the comparable periods from the prior year. 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 periods was primarily due to a
decline of member fees.

         Member incentives were $29,923 and $96,743 for the three and nine
months ended September 30, 2006 as compared to $35,538 and $100,438 for the
comparable periods from the prior year. 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 revenues of the
member practices and the resulting fees to Dental Cooperative. The decrease in
member incentives between the 2006 and 2005 periods was primarily due to the
decrease in revenues from member practices. Member incentives are expected to
increase or decrease with the general growth or decline in the number of member
dentists, the growth or decline in member revenues and the resulting growth or
decline 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 and nine months ended
September 30, 2006 as compared to $1,922 and $11,026 for comparable periods from
the prior year. Insurance claims and direct costs were $0 for the three and nine
months ended September 30, 2006 as compared to $712 and $12,845 for the three
and nine months ended September 30, 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 $168,041 and $625,836
for the three and nine months ended September 30, 2006 as compared to $147,612
and $460,651 for the three and nine months ended September 30, 2005. The
increase in G&A expenses is primarily due to the recognition of non-cash
expenses in the amount of $119,057 associated with the issuance of stock options
to our member dentists during the second quarter of 2006, and increased
personnel and benefit costs. Under the provisions of Statement 123 (R), the
Company was required to record an amount of $15,079 as a part of its general and
administrative expenses during the quarter ended September 30, 2006 relating to
options issued to its member dentists to purchase common stock in the Company.
The implementation of this pronouncement further requires the Company to
periodically calculate adjustments to its earnings based upon options which have
already been issued, and options which the Company may elect to issue in the
future. The Company considers it likely that the ongoing effect of the
provisions of this pronouncement may negatively impact future earnings.

                                       11
<PAGE>

         Net other expense was $10,439 and $2,671 for the three and nine months
ended September 30, 2006 as compared to $8,648 and $19,244 for the comparable
periods from the prior year. The change between the 2006 and 2005 periods is
primarily due to the gain realized from the extinguishment of an obligation owed
to a professional advisor.

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 $316,724 during the nine months ended September 30, 2006 as
compared to $183,196 during the nine months ended September 30, 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 also received $295,319 in
cash from financing activities during the nine months ended September 30, 2006
as compared to $218,682 for the comparable period from the prior year. As of
September 30, 2006, our working capital deficit was $324,586 and we had $23,796
of cash on hand.

         As of September 30, 2006, we had current assets of $69,440 as compared
to $107,113 as of December 31, 2005. Our current assets have decreased because
our operating expenses have exceeded our revenues and funds received through
financing activities. Our current liabilities of $394,026 are lower than the
balance of $410,271 at December 31, 2005. As of September 30, 2006, $157,395, or
approximately forty percent (40%), of our currently liabilities represent loans
and accrued interest due to related parties that are currently in default. 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 and elimination of amounts owed to our
professional service providers. This adverse ratio of current assets to current
liabilities results in technical insolvency under most definitions.

         Although we are not profitable, we have chosen to continue to
distribute Dental Cooperative member incentives in 2006. During the three and
nine months ended September 30, 2006 we distributed $29,923 and $96,743,
respectively. 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.

         In September 2006, we borrowed $50,000 from Messrs. Byron Barkley and
Lyle Davis. One-half of the principal is due on November 15, 2006 and the
remaining principal payment is due on January 31, 2007. Any amounts not paid
when due accrue interest at the rate of 18% per annum. As additional
consideration for the loan, we agreed to issue to the lenders on January 31,
2007 warrants exercisable for five thousand shares of common stock at an
exercise price of $.10 per share. The warrants will expire on December 31, 2010.

         We currently have no bank lines of credit or, third party indebtedness,
other than the loan and 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 working capital for the next twelve months. We anticipate that we
will need at least $370,000 in additional liquidity to execute our business plan
over the next twelve months and at least an additional $130,000 thereafter. As
we begin entering into financing arrangements with Affiliate Members we will

                                       12
<PAGE>

need tens of millions of dollars to fund such transactions. The funding of such
transactions would provide us with the necessary working capital. We are
currently seeking sources of financing to fund Affiliate Member transactions
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. Having come to general
agreement with Stillwater National Bank and Trust Company (SNB), on a "Proposed
Terms of Credit and Collection Arrangement", we have signed an acceptance of
costs and advanced funds to SNB to pay the costs of proceeding to closing the
proposed credit and collection arrangement. Our arrangements with Stillwater are
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.

         On October 25, 2006, we entered into a letter of intent (the "LOI")
with Heartland Dental Care, Inc. ("Heartland") under which Heartland is
considering providing us with $1,250,000 in funding in the form of a secured
loan (the "Loan"). It is anticipated that the Loan would mature on the five year
six month anniversary of the closing date, bear interest at the rate of ten
percent annum, and be secured by our assets. Our subsidiaries would be co-makers
and guarantors of the Loan. As additional consideration for the Loan, Heartland
would be entitled to warrants exercisable for ten percent of the total issued
and outstanding capital stock of the Company on the date of exercise which
warrants would be exercisable at $.25 per share beginning on the one year
anniversary of the Closing date and expiring on the five year anniversary of the
Closing date. We would also be required to register the resale of the shares of
common stock issuable to Heartland. The LOI is subject to satisfactory
completion of due diligence by the parties, negotiations of definitive
agreements, and other conditions. The LOI will expire on November 15, 2006, and
we anticipate closing the transactions described in the LOI. However, there can
be no assurance that the Loan will be funded.

         As of September 30, 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 and options which have been issued to our member dentists exercisable for
376,979 shares of common stock at a price equal to eighty percent (80%) of the
closing price of the common for the 20 consecutive trading days prior to the
exercise. 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.

                                       13
<PAGE>

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   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.

         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 program and dental panel.

         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.

                                       14
<PAGE>

         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.

         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.

Recent Accounting Pronouncements

         We have not adopted any new accounting policies that would have a
material impact on our financial condition, changes in financial conditions or
results of operations.

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 Cooperative membership has remained constant since the first
quarter of the year. Given our skeleton staff and pending the completion of the
financing arrangements for the Affiliate Member benefits, and the release of the
new dental plan program, recruitment has been deferred but will be resumed prior
to years end. We believe that the reason for our prior and prospective growth is
that 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 program 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, who include members of the Dental Cooperative.
This family of dental programs is directed by and for its panel of providers,
who by virtue of their interest in the dental programs 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 that there can be no assurance of the growth and success of these
programs or that we will ultimately be successful in our business objectives.

                                       15
<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" of our last annual report on form 10-KSB and
elsewhere herein and therein.

         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 September 30, 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 September 30, 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.

                                       16
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         None

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

         The July, August and September, 2006, accredited and sophisticated
holders of options to acquire common stock of the Company exercised options with
an aggregate exercise price of $5,275 and acquired 22,935 shares of the
Company's common stock in consideration therefore. The option holders were
members of the cooperative. The Company did not use an underwriter in connection
with these transactions. The exercise of the stock options and issuance of the
underlying common stock was and is 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.

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 September 30, 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
September 30, 2006.

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

         None

Item 5. Other Information.

         None

                                       17
<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.

                                       18
<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: November 13, 2006                      By  /s/ Michael Silva
                                               ---------------------------------
                                               Michael Silva
                                               Chief Executive Officer, Director




Date: November 13, 2006                      By  /s/ Brad Berrett
                                               ---------------------------------
                                               Brad Berrett
                                               Chief Financial Officer

                                       19