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 June 30, 2005

                        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)


       2825 East Cottonwood Parkway, Suite 500, Salt Lake City, Utah 84121
       -------------------------------------------------------------------
                    (Address of principal executive offices)


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

     Indicate by check mark whether the registrant (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.

                                 [X] Yes [ ] No

     Indicate 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 August 11, 2005
         ------------                    ---------------------------------
         Common Stock                         21,669,762 shares

<PAGE>

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements (Unaudited)

         Consolidated Balance Sheet - June 30 , 2005                         3

         Consolidated Statements of Operations                               4
              Three and six months ended June 30, 2005 and 2004

         Consolidated Statements of Cash Flows                               5
              Six months ended June 30, 2005 and 2004

         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                                                  15

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds        15

Item 3:  Defaults upon Senior Securities                                    15

Item 4:  Submission of Matters to a Vote of Security Holders                15

Item 5:  Other Information                                                  15

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
                                          JUNE 30, 2005
                                           (Unaudited)

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

Assets
<S>                                                                                       <C>
Current assets:
Cash                                                                                      $          87,036
Accounts receivable                                                                                  38,805
Prepaids and other assets                                                                             5,000
                                                                                          -----------------

Total current assets                                                                                130,841

Property and equipment, net                                                                           3,552
Other assets                                                                                            750
                                                                                          -----------------

                                                                                          $         135,143
                                                                                          =================

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

Liabilities and Stockholders' Deficit

Current liabilities:

Accounts payable                                                                          $         102,396
Accrued expenses                                                                                     12,002
Related-party accrued interest                                                                       40,395
Related-party notes payable and advances                                                            132,000
Member deposit payable                                                                              115,770
                                                                                          -----------------

Total current liabilities                                                                           402,563
                                                                                          -----------------

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; 21,669,762 shares issued and outstanding                                              558,517
Accumulated deficit                                                                                (825,937)
                                                                                          -----------------

Total stockholders' deficit                                                                        (267,420)
                                                                                          -----------------

                                                                                          $         135,143
                                                                                          =================

-------------------------------------------------------------------------------------------------------------------
                           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                   Six Months Ended
                                                                        June 30                             June 30
                                                                   2005            2004                2005             2004
                                                                (Unaudited)     (Unaudited)         (Unaudited)      (Unaudited)
                                                                -----------     -----------         -----------      -----------
<S>                                                             <C>             <C>                 <C>              <C>
Cooperative revenues (net of member incentives of
$30,758, $29,825, $64,901 and $60,504, respectively)            $    92,826     $    75,446         $   194,232      $   140,880
Insurance revenues                                                      893          62,038               9,104          131,820
                                                                -----------     -----------         -----------      -----------
                         Total revenues                              93,719         137,484             203,336          272,700
                                                                -----------     -----------         -----------      -----------

Costs and Expenses:
Insurance claims and direct costs                                     3,922          68,592              12,133          129,927
General and administrative expenses                                 189,759         120,930             313,039          289,041
                                                                -----------     -----------         -----------      -----------
                         Total Costs and expenses                   193,681         189,522             325,172          418,968
                                                                -----------     -----------         -----------      -----------

Loss from operations                                                (99,962)        (52,038)           (121,836)        (146,268)
                                                                -----------     -----------         -----------      -----------

Other income (expense):
Interest income/(expense), net                                         (487)          2,828               1,284            6,707
Related party interest expense                                       (5,940)         (5,940)            (11,880)         (11,880)
                                                                -----------     -----------         -----------      -----------

Net other expense                                                    (6,427)         (3,112)            (10,596)          (5,173)
                                                                -----------     -----------         -----------      -----------

Net loss before benefit
for income taxes                                                   (106,389)        (55,150)           (132,432)        (151,441)

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

Net loss                                                        $  (106,389)    $   (55,150)        $  (132,432)     $  (151,441)
                                                                ===========     ===========         ===========      ===========

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

Weighted average shares outstanding
  - basic and diluted                                            21,481,984      18,823,288          21,315,873       18,823,288
                                                                ===========     ===========         ===========      ===========


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

                                                                  4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       DENTAL PATIENT CARE AMERICAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


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

                                                         Six Months Ended June 30,
                                                       ----------------------------
                                                            2005           2004
                                                         Unaudited       Unaudited
                                                       ------------    ------------
<S>                                                    <C>             <C>
Cash flows from operating activities:
Net loss                                               $   (132,432)   $   (151,441)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation                                                    300             240

Decrease (increase) in:
Accounts receivable                                          33,061           8,921
Prepaid and other assets                                     (5,000)          1,840
Increase (decrease) in:
Accounts payable                                             (9,890)          1,295
Accrued liabilities                                          (2,413)          7,924
Claim reserve                                               (13,896)        (19,127)
                                                       ------------    ------------

Net cash used in
operating activities                                       (130,270)       (150,348)
                                                       ------------    ------------

Cash flows used in investing activities -
purchase of property and equipment                           (1,376)           (870)
                                                       ------------    ------------

Net cash used in
investing activities                                         (1,376)           (870)
                                                       ------------    ------------

Cash flows from financing activities:
Cash Overdraft                                               (7,803)              -
Proceeds from issuance of stock                             260,000               -
Proceeds from related party notes and advances               32,005               -
Payments of related party notes and advances                (65,520)        (20,000)
                                                       ------------    ------------

Net cash provided by (used in)
financing activities                                        218,682         (20,000)
                                                       ------------    ------------

Net increase (decrease) in cash and
  cash equivalents                                           87,036        (171,218)

Cash at beginning of period                                       -         220,870
                                                       ------------    ------------

Cash at end of period                                  $     87,036    $     49,652
                                                       ============    ============


----------------------------------------------------------------------------------------
             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 six
months ended June 30, 2005, are not necessarily indicative of the results that
may be expected for any future period or the fiscal year ending December 31,
2005.

3. Loss Per Share

         The computation of diluted loss per common share is based on the
weighted average number of shares outstanding during the year, plus the common
stock equivalents. There were no common stock equivalents outstanding at June
30, 2005 and 2004. The Company had stock options outstanding to purchase 264,000
shares as of June 30, 2005 and 2004 which were not included because they were
antidilutive.

4. Stock Based Compensation

         The Company accounts 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 earnings would not have been materially
different since no new options were issued during the periods presented.

5. Going Concern

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. For the periods ended June 30,
2005 and 2004, the Company had negative cash flows from operating activities,

                                       6
<PAGE>

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 an 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 six months ended June 30, 2005 and 2004 the Company incurred
the following amounts for interest and income taxes:


                                                    2005           2004
                                             ------------------------------

                     Interest                     $ 11,880        $ 11,880
                                             ------------------------------

                     Income taxes                       -0              -0
                                             ------------------------------



7. Private Placement of Common Stock

         In April 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.50 per share to
accredited and sophisticated investors. As of June 30, 2005, we had received
proceeds of $260,000. 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 Regulations D as promulgated under the Securities Act of
1933.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       7
<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/A for the year ended December 31, 2004,
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 earn revenue from our dental benefit plan offerings as a result of
premium and related payments and earn income to the extent such revenues exceed
claims and fees paid out or accrued during the measurement period.

         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 the ability to private label the
dental plans without interrupting the customer relationship with U.S.
DentistDirect. 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 agreement U.S. DentistDirect assumes no underwriting
liability and receives no revenue. Our income or gross margin from U.S.
Dentistdirect markedly declined during 2004 and was eliminated in the first
quarter of 2005 as our insurance customers move to our new provider. The Company
is actively exploring non-insurance products 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 "U.S. Dentistdirect" to a prominent recognizable identifier 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 non-insurance products.

Financial Position

         We had $87,036 in available cash as of June 30, 2005. Working capital
deficit as of June 30, 2005 was $271,722. In light of these circumstances, the
ability of the Company to continue as a going concern is in doubt. The attached
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                       8
<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 in our
annual report on Form 10-KSB/A. 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

         The Company charges its member dentists membership fees, marketing fees
for referrals provided by the Company, 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 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 the Company to use the Company's panel of
dentists as providers. The Company charges 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 the Company has no
significant obligations remaining.

         Insurance premiums are billed monthly and recognized as revenue over
the contract period. The Company designs, markets and directs the administration
of its insurance products. It insures the entire claim risk with an insurance
company and contracts with a third party administrator for claims
administration.

         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 the ability to private label the
dental plans without interrupting the customer relationship with U.S.
Dentistdirect. During 2004, the Company 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 assumes no underwriting
liability and receives no revenue. The Company is actively exploring and
negotiating non-insurance products 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.

         Estimation of Insurance Claim Reserves

          Claim reserves represent the estimated liabilities on claims reported
plus claims incurred but not yet reported for insurance products. Since the
Company attempts to insure 100% of these claims the reserve is generally limited
to the amount the Company has contractually agreed to pay the underwriter to
cover the claims. Because claim reserves are estimates, management monitors
reserve adequacy over time and evaluates the reserves as new information becomes
available by adjusting claim reserves as necessary. Such adjustments are
reflected in current operations.

                                       9
<PAGE>

         Stock Based Compensation

         The Company accounts for stock options granted to employees 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 Statement of Financial Accounting Standards (SFAS)
No. 123, "Accounting for Stock-Based Compensation". As noted in the Recent
Accounting Pronouncements section, the FASB recently issued SFAS No. 123(R).
This new pronouncement will require the Company to record compensation expense
equal to the fair value of stock options granted to employees, beginning in the
first quarter of 2006. The Company anticipates valuing such stock options using
the Black Scholes option pricing model.

Three and Six Months Ended June 30, 2005 and 2004

         Our dental practice management revenues (net of member incentives),
referred to as "cooperative revenues" were $92,826 and $194,232 for the three
and six months ended June 30, 2005 as compared to $75,446 and $140,880 for the
three and six months ended June 30, 2004. 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
increase is due to growth in the number of member dentists paying management
fees and increases in group purchasing rebates.

         Member incentives were $30,758 and $64,901 for the three and six months
ended June 30, 2005 as compared to $29,825 and $60,504 for the three and six
months ended June 30, 2004. 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 $893 and $9,104 for the three and six months
ended June 30, 2005 as compared to $62,038 and $131,820 for the three and six
months ended June 30, 2004. Insurance claims and direct costs were $3,922 and
$12,133 for the three and six months ended June 30, 2005 as compared to $68,592
and $129,927 for the three and six months ended June 30, 2004. As explained
earlier in this report, 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 decreased during the three and six months ended June 30, 2005
from amounts reported for the comparable periods from the prior year.

         General and administrative ("G&A") expenses were $189,759 and $313,039
for the three and six months ended June 30, 2005 as compared to $120,930 and
$289,041 for the three and six months ended June 30, 2004. The decrease in G&A
expenses is primarily due to decreases in salaries and wages, professional fees
and advertising.

         Net other expense was $6,427 and $10,596 for the three and six months
ended June 30, 2005 as compared to $3,112 and $5,173 for the three and six
months ended June 30, 2004. This decrease was primarily due to a decrease in
interest income from our prior Associate Member Agreements that were changed to
eliminate interest earned from these agreements.

                                       10
<PAGE>

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 $138,073 for the six months ended June 30, 2005, compared to net
cash used of $150,348 for the six months ended June 30, 2004. As of June 30,
2005, our working capital deficit was $ 271,722, and we had $87,036 of cash on
hand.

         In April 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.50 per share to
accredited and sophisticated investors. As of June 30, 2005, we had received
proceeds of $260,000. The Company did not use an underwriter in connection with
this offering.

         As of June 30, 2005, we have current assets of $130,841, up from
$71,866 as of December 31, 2004. This primarily resulted from or receipt of
funds from the sale of our common stock less consumption of cash in spending on
salaries, rent and payments to our professional service providers. Our current
liabilities of $402,563 are lower than the balance of $470,080 at December 31,
2004. The reduction in current liabilities is primarily the result of reduction
in outstanding liabilities. This adverse ratio of current assets to current
liabilities results in technical insolvency under most definitions.

         We chose to continue to distribute Dental Cooperative member incentives
in 2005, although 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.

         Management is also exploring one or more credit arrangements for the
express purpose of implementing the Dental Cooperative Affiliate Member
Agreements providing for loans to member dentists, coupled with increased
management fees from those dentists. There is no assurance that such funding can
or will be obtained or when it can be obtained. The Company has pursued such
funding on several occasions in the past, and has not identified sources with
acceptable terms and arrangements.

                                       11
<PAGE>

         As of August 11, 2005, 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.

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 U.S.
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.

                                       12
<PAGE>

         Our U.S. Dentistdirect dental plan business is not strategically unique
by virtue of its initial products. 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.

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 June 30, 2005, pursuant to Exchange
Act Rule 15d-15(e). Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were not effective.

         Management believes that weaknesses existed because the controls and
procedures that management thought were in place were either not communicated
clearly to the Company and its professional advisors and/or they were not
implemented by all involved persons. As a result, (i) Company senior management
(including the board of directors) did not have sufficient control over the
content, timing and approval of publicly filed materials, (ii) Company senior
management did not have adequate assurance that it was receiving for
consideration for inclusion in publicly filed materials all comments and input
from its professional advisors and (iii) the Company's controls and procedures
did not provide adequate assurances that publicly disclosed information
represented the final approved work product of the Company and its advisors.

                                       13
<PAGE>

         In May 2005, the Company took the following steps to remedy this
situation: (a) the Company replaced its former SEC counsel with new outside SEC
counsel, (b) all Company filings with the SEC will be coordinated through the
new SEC counsel who will not authorize the filing of any document with the SEC
unless such counsel is satisfied that there has been compliance with the
procedures outlined in this paragraph, (c) all Company filings with the SEC must
be authorized and approved in writing (or by email) by the Company's SEC
counsel, (d) Company filings with the SEC that include financial statements or
references to our independent registered public accounting firm must be
authorized and approved in writing (or by email) by the Company's independent
registered public accounting firm, and (e) all Company filings with the SEC must
be authorized and approved in writing (or by email) by either the CEO, President
or the CFO of the Company. These policies have been delivered to and discussed
with all parties involved in the Company's reporting process. In addition, the
Company's former secretary and SEC Counsel has resigned as an officer of the
Company.





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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 April 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.50 per share to
accredited and sophisticated investors. As of June 30, 2005, we had received
proceeds of $260,000. 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 Regulations D as promulgated under the Securities Act of
1933.

Item 3. Defaults Upon Senior Securities.

         Messrs. Michael Silva, Marlon Berrett, and Andrew Eberhardt each have
loaned or advanced money to Dental Cooperative, Inc. to cover shortfalls in
overhead and other expenses not covered by Company revenues or deferrals. As of
June 30, 2005 the principal amount of these loans totaled $16,500 owed to Mr.
Silva (comprised of notes payable in the amount of $16,500), $44,000 owed to Mr.
Marlon Berrett (in the form of notes payable) and $71,500 owed to Mr. Eberhardt
(in the form of notes payable of $71,500). Moreover, interest has been accruing
on the principal amounts the notes payable at the rate of 18% per annum and an
aggregate of $40,395 in accrued interest was owing on the notes payable as of
June 30, 2005.

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

         None

Item 5. Other Information.

         The name of our subsidiary, U.S. DentistDirect, Inc., was changed from
"DentistDirect, Inc." to "U.S. DentistDirect, Inc."

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)). Amendment to the Articles of Incorporation of
                  Dental Patient Care America, Inc.

         3(i).2   ((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(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)).

                                       15
<PAGE>

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

         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.

                                   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: August 12, 2005                        By     /s/ Michael Silva
                                               ---------------------------------
                                               Michael Silva
                                               Chief Executive Officer, Director




Date: August 12, 2005                        By /s/ Brad Berrett
                                               ---------------------------------
                                               Brad Berrett
                                               Chief Financial Officer

                                       16