FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

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

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

                  For the Quarterly Period Ended March 31, 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) 990-3314
                         (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.

                                     Yes X          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 June 15, 2005
               -----                       -------------------------------
           Common Stock                           21,149,762 shares





<PAGE>

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1: Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet - March 31, 2005                3

         Condensed Consolidated Statements of Operations                      4
              Three months ended March 31, 2005 and  2004

         Condensed Consolidated Statements of Cash Flows                      5
              Three months ended March 31, 2005 and  2004

         Notes to Condensed Consolidated Financial Statements                 6

Item 2:  Management's Discussion and Analysis and 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                                                            14

Signatures                                                                   15



                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.


                        DENTAL PATIENT CARE AMERICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005
                                   (Unaudited)

               Assets
               ------

Current assets:
   Cash                                                          $        3,763
   Accounts receivable                                                   60,008
                                                                 --------------

                  Total current assets                                   63,771

Property and equipment, net                                               3,702
Other assets                                                                750
                                                                 --------------

                                                                 $       68,223
                                                                 --------------

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

               Liabilities and Stockholders' Deficit
               -------------------------------------

Current liabilities:

   Accounts payable                                              $      118,492
   Accrued expenses                                                      11,554
   Insurance claim reserves                                               5,521
   Related-party accrued interest                                        40,397
   Related-party notes payable and advances                             197,520
   Member deposit payable                                               115,770
                                                                 --------------

                  Total current liabilities                             489,254
                                                                 --------------


Stockholders' deficit:
   Preferred stock, no par value, authorized 10,000,000
     shares;  no shares issued or outstanding                                 -
   Common stock, no par value, 50,000,000 shares
      authorized; 21,149,762 shares issued and outstanding              298,517
   Accumulated deficit                                                 (719,548)
                                                                 --------------

                  Total stockholders' deficit                          (421,031)
                                                                 --------------

                                                                 $       68,223
                                                                 --------------


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

See accompanying notes to condensed consolidated financial statements.


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<PAGE>

                        DENTAL PATIENT CARE AMERICA, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                       March 31
                                                                2005              2004

                                                          ----------------   -----------------
<S>                                                       <C>                <C>
Revenues:
   Cooperative revenues (net of member incentives of
    $34,141 and $30,680, respectively)                    $        101,406   $          65,433
   Insurance revenues                                                8,211              69,782
                                                          ----------------   -----------------
                       Total revenues                              109,617             135,215
                                                          ----------------   -----------------

Costs and expenses:
   Insurance claims and direct costs                                 8,211              61,335
   General and administrative expense                              123,280             166,302
                                                          ----------------   -----------------
                        Total costs and expenses                   131,491             227,637
                                                          ----------------   -----------------

               Loss from operations                                (21,874)            (92,422)
                                                          ----------------   -----------------

Other income (expense):
   Interest income                                                   1,771               3,880
   Related-party interest expense                                   (5,940)             (5,940)
                                                          ----------------   -----------------

               Net other expense                                    (4,169)             (2,060)
                                                          ----------------   -----------------
               Net loss before benefit
               for income taxes                                    (26,043)            (94,482)

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

Net loss                                                  $        (26,043)  $         (94,482)
                                                          ----------------   -----------------
Net loss per common share
  - basic and diluted                                     $          (0.00)  $           (0.01)
                                                          ----------------   -----------------
Weighted average common shares outstanding
  - basic and diluted                                           21,149,762          18,823,288
                                                          ----------------   -----------------



----------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                               Three Months Ended March 31,
                                                               2005               2004
                                                          ----------------   -----------------
<S>                                                       <C>                <C>
 Cash flows from operating activities:
   Net loss                                               $        (26,043)  $         (94,482)
   Adjustments to reconcile net loss to net
     cash (used in) provided by operating activities:
        Depreciation                                                   150                 120
        Decrease (increase) in:
          Accounts receivable                                       11,858               4,698
          Other assets                                                   -               1,840
        Increase (decrease) in:
          Accounts payable                                           6,206              19,211
          Accrued expenses                                          (2,859)              4,434
          Insurance claim reserves                                  (8,375)            (17,785)
          Cash overdraft                                            (7,803)                  -
                                                          ----------------   -----------------
               Net cash used in
               operating activities                                (26,866)            (81,964)
                                                          ----------------   -----------------
Cash flows used in investing activities-
   purchase of property and equipment                               (1,376)               (870)
                                                          ----------------   -----------------
Cash flows from financing activities:
   Proceeds from related-party notes payable and advances           32,005                   -
   Payments of related-party notes payable and advances                  -             (20,000)
                                                          ----------------   -----------------
               Net cash provided by (used in)
               financing activities                                 32,005             (20,000)
                                                          ----------------   -----------------
Net increase (decrease) in cash and cash                             3,763            (102,834)

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

Cash at end of period                                     $          3,763   $         118,036
                                                          ----------------   -----------------

----------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>

                        DENTAL PATIENT CARE AMERICA, INC.
              NOTES TO CONDENSED 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
DentistDirect, Inc.

         Dental Cooperative, Inc., our oldest operating subsidiary, was
incorporated in Utah in 1998 for the purpose of organizing dentists into a
cooperative model of contractually networked dental practices, allowing member
dentists to access a variety of benefits from the cooperative structure. These
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.

         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 as the provider panel
for the DentistDirect offerings. DentistDirect offers dental benefit plans to
employers as an employee benefit.

2. Interim Financial Statements

         The accompanying condensed consolidated financial statements of the
Company have been prepared without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and disclosures
with required by accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations. These
condensed consolidated financial statements reflect all adjustments that, in the
opinion of management, are necessary to present fairly the results of operations
of the Company for the periods presented. The results of operations for the
three months ended March 31, 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 Common 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 March
31, 2005 and 2004. The Company had stock options outstanding to purchase 264,000
and 50,000 shares, respectively, as of March 31, 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 granted during the periods presented.

5. Going Concern

         The accompanying consolidated condensed financial statements have been
prepared assuming that the Company will continue as a going concern. For the
periods ended March 31, 2005 and 2004, the Company had negative cash flows from
operating activities, recurring operating losses, negative working capital, and

                                       6
<PAGE>

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, negative cash
flows from operations and profitability include continued changes and
improvements to our products and services and expansion of our member population
to attain profitable operations.

         Managements 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 three months ended March 31, 2005 and 2004 the Company
incurred the following amounts for interest and income taxes:


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

                     Interest                      $ 5,940         $ 5,940
                                              -----------------------------

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

7. Private placement of Common Stock

         During January 2005, the Company initiated a private placement offering
to sell up to 2,000,000 share of common stock to accredited investors at $.50
per share. No shares had been sold as of March 31, 2005. Through June 27, 2005,
the Company has sold 500,000 shares for an aggregate of $250,000. However, none
of these shares have been issued as of that date and therefore are not reflected
in the amounts presented as outstanding.


                  [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 DentistDirect the ability to private label the dental
plans without interrupting the customer relationship with 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 DentistDirect assumes no underwriting
liability and receives no revenue. Our income or gross margin from 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 "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 $3,763 in available cash as of March 31, 2005. Working capital
deficit as of March 31, 2005 was $425,483. 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.

                                       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 earned and readily determinable, and collection is reasonably assured.
Amounts received prior to the 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 DentistDirect the ability to private label the dental
plans without interrupting the customer relationship with 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 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 Months Ended March 31, 2005 and 2004

         Our dental practice management gross revenues, referred to as
"cooperative revenues" were $101,406 for the three months ended March 31, 2005
as compared to $65,433 for the three months ended March 31, 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 $34,141 for the three months ended March 31,
2005 as compared to $30,680 for the three months ended March 31, 2004. These
amounts are accounted for as reductions of cooperative revenues in accordance
with EITF 01-09. As noted earlier, 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 discussed earlier. 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 $8,211 for the three months ended March 31,
2005 as compared to $69,782 for the three months ended March 31, 2004. Insurance
claims and direct costs were $8,211 for the three months ended March 31, 2005 as
compared to $61,335 for 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 substantially 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
months ended March 31, 2005 from amounts reported in 2004.

         General and administrative ("G&A") expenses were $123,280 for the three
months ended March 31 2005 as compared to $166,302 for the three months ended
March 31 2004. The decrease in G&A expenses is primarily due to decreases in
salaries and wages, professional fees and advertising.

         Net other expense was $4,169 for the three months ended March 31, 2005
as compared to $2,060 for the three months ended March 31, 2004. This decrease
was due to a decrease in interest income from our prior Associate Member
Agreements that were changed to eliminate interest earned from these agreements.

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 $26,866 for the three months ended 2005, compared to net cash used
of $81,964 during 2004. As of March 31, 2005, our working capital deficit was
$425,483.

         As of March 31, 2005, we have current assets of $63,771, down from
$71,866 as of December 31, 2004. This primarily resulted from a consumption of
cash in spending on salaries, rent and payments to our professional service

                                       10
<PAGE>

providers. Our current liabilities of $489,254 are higher than the balance of
$470,080 at December 31, 2004. The growth in current liabilities is primarily
the result of increased professional fees and costs, together with carryover of
significant related party indebtedness. 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 of 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.

         As of June 15, 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

                                       11
<PAGE>

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

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

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

Inflation

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

Our Outlook and Perspective on the Company's Prospects

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

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

         Our DentistDirect dental plan business is not strategically unique by
virtue of its initial products. 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.


                                       12
<PAGE>

         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.

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

Item 3. Controls and Procedures

         We have evaluated, under the direction of our Chief Executive Officer
and Chief Financial Officer, the effectiveness of the design and operation of
our disclosure controls and procedures as of March 31, 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.

         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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<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

          None

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

         None

Item 3. Defaults Upon Senior Securities.

         Messrs. Michael Silva, Marlon Berrett, Andrew Eberhardt and Pete
Peterson 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 March 31, 2005 the principal amount of these loans and advances
totaled $50,014 owed to Mr. Silva (comprised of notes payable in the amount of
$16,500 and other advances in the amount of $33,514), $44,000 owed to Mr. Marlon
Berrett (in the form of notes payable) and $91,500 owed to Mr. Eberhardt (in the
form of notes payable of $71,500 and advances of $20,000) and $12,005 of
advances owed to Mr. Peterson. Moreover, interest has been accruing on the
principal amounts the notes payable at the rate of 18% per annum and an
aggregate of $40,397 in accrued interest was owing on the notes payable as of
March 31, 2005. No interest is accruing on the advances.

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

         None

Item 5. Other Information.

         None

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        Amended and Restated Articles of Incorporation of Dental Patient
              Care America, Inc. (Incorporated by reference to Exhibit 3.1 of
              the Company's Form 10-KSB, dated December 31, 2004).

3(ii).1       Bylaws of Dental Patient Care America, Inc. (Incorporated by
              reference to Exhibit 3.2 of the Company's Form 10-KSB, dated
              December 31, 2004).

                                       14
<PAGE>

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: June 27, 2005                       By /s/ Michael Silva
                                          -------------------------
                                             Michael Silva
                                             Chief Executive Officer, Director





Date: June 27, 2005                       By /s/ Brad Berrett
                                          -----------------------
                                             Brad Berrett
                                             Chief Financial Officer



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