AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



February 16, 2006



SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.  20549



### FORM 10-QSB/A

(Mark One)

[  X ]          QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the quarterly period ended:November 30, 2005



[   ]           TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the transition period
from_________________ to _________________________



Commission file number:333-91191



### INTERMOUNTAIN REFINING CO., INC.

(Name of small business issuer in its
charter)



|NEW MEXICO                                                     | 74-2329327                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or
organization) | (I.R.S. Employer Identification
Number)



1921 Bloomfield
BoulevardFarmington, New Mexico 
87401Telephone: (505)
326-2668(Address, including zip code, and
telephone number, including area code, of issuer's principal executive
offices)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
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 __

APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes_____ No
_____

(APPLICABLE ONLY TO CORPORATE
ISSUERS)



State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 1,155,609 shares
of common stock, no par value, were outstanding on December 31,
2005.

Transitional Small Business Disclosure Format (Check one):
Yes[ ] No [X]

10-QSB 1<page>

### Table of Contents







|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|Financial Statements of Intermountain                                                 | 2   
|Management's Discussion and Analysis of Financial Condition
and Results of Operations | 2   
|Intermountain's Business Activities                                                   | 2   
|Liquidity and Capital Resources                                                       | 3   
|Cash Requirements as of November 30, 2005                                             | 3   
|Results of Operations                                                                 | 4   
|Inflation, Deflation and Changing Prices                                              | 8   
|Critical Accounting Estimates                                                         | 9   
|Controls and Procedures                                                               | 9   
|Legal Proceedings                                                                     | 9   
|Submission of Matters to a Vote of Security
Holders                                   | 9   
|Index To Financial Statements                                                         | 9   
|Exhibits and Reports on Form 8-K                                                      | 14  
|Signatures                                                                            | 14  
|                                                                                      |     

### 

### Financial Statements of Intermountain

The financial statements of Intermountain as of November 30,
2005 and for the three and nine month periods ended November 30, 2004 and
November 30, 2005 are included beginning on page 9 of this report.

### Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion of our financial condition as of
November 30, 2005 and results of operations for the three and nine month periods
ended November 30, 2004 and November 30, 2005, should be read in conjunction
with our financial statements and notes related thereto included elsewhere in
this report.

Some of the statements contained in this report relate to
future expectations, contain projections of results of operations or financial
condition or include other forward-looking information. When used in this
report, the words "estimate", "project", "anticipate", "intend", "believe",
"hope", "may" and similar expressions, as well as "will", "shall" and other
indications of future tense, are intended to identify forward-looking
statements. Those statements are subject to known and unknown risks,
uncertainties and other factors that could cause the actual results to differ
materially from those contemplated by the statements.  You are cautioned
not to place undue reliance on the forward-looking statements.

### Intermountain's Business Activities

Intermountain was incorporated under the laws of the state of
New Mexico in January 1984 and conducts its business in the following
areas:

- Production of oil and natural gas
- Leasing of asphalt paving products manufacturing and storage
facilities on a fee basis
- Other business activities including providing management and
consulting services to others and leasing unused space in Intermountain's office
building

Effective as of November 1, 2005,
Intermountain sold its Nebraska oil producing properties, with a net carrying
value of $55,364, to Petrowest Energy Co. Inc. for $38,500 that resulted in a $
7,888 loss on the sale after cancellation of $8,976 in accrued asset retirement
obligations.

10-QSB 2<page>

### Liquidity and Capital Resources:

Management believes that cash flow from ongoing operations
will be adequate to meet cash demands for the coming year.

The following table presents selected financial data regarding
cash and working capital:



|                          | February 28, 2005 | % Change | November 30, 2005
|------------------------- | ----------------- | -------- | -----------------
|Cash and cash equivalents | $     803,175     | (12)%    | $     704,344    
|                          |                   |          |                  
|Working capital           | $     815,542     | 12%      | $     912,835    

During the nine months ended November 30, 2005, Intermountain
realized a $141,000 decrease in cash from operating activities and a $42.000
increase in cash from non-operating sources. Significant or unusual operating
cash items during the period consisted of $277,000 cash used for the abatement
of asbestos containing materials at Intermountain's asphalt products
manufacturing and storage facility. The $42,000 increase in cash from
non-operating sources consisted of $38,500 from the sale of the Nebraska oil
producing properties, $37.000 from the surrender of an officer life insurance
policy, less $28,000 used to purchase new fuel tanks and cooling system
improvements on the electric generation equipment in preparation for an
anticipated sale.

During the nine months ended November 30, 2004, Intermountain
realized a $222,000 increase in cash from operating activities and a $431,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $431,000 decrease in cash
from non-operating sources consisted mainly of the purchase of a working
interest in the New Mexico gas producing properties for $411,000 and the
settlement of asset retirement obligations for $16,000.

### Cash requirements as of November 30,
2005:

Estimated cash requirements for the next twelve months
include:

- $25,000 per month in normal general and administrative costs
including costs to operate our Farmington office building
- $1,000 in estimated monthly costs associated with the
ownership and maintenance of Intermountain's asphalt manufacturing and storage
facility

In its efforts to develop additional
sources of revenues, Intermountain may incur some project development costs. We
are unable to predict the level of costs that may be incurred for such
additional projects during the next year.

Expected sources of cash during the next twelve months,
consisting of cash flows from operating and non-operating activities, are
estimated as follows:

- $35,000 per month net cash flow from estimated natural gas
operations based on results of operations during the nine months ended November
30, 2005 (as adjusted for projections of changes in production and prices over
the next twelve months)
- $1,900 per month from Farmington, NM office space
rental
- $1,400 per month interest and dividends earned on cash
balances and investments
- $15,700 per month from asphalt equipment rental and
throughput fees based on estimated annual asphalt product shipments of 15,000
tons
- $274,000 from the sale of the electric generation facility
which is expected to close in January or February
2006.

Estimates of future sources and uses of
cash presented herein are based on our assumptions and expectations that our
operations will continue at current levels without material interruption and
that collection of accounts will occur under agreed terms. Actual results may be
materially different.

### 



10-QSB 3<page>

### Results of Operations:

The following table summarizes the results of Intermountain's
operations for each of the periods indicated. All percentage amounts were
calculated using the underlying data.



|                        | Three months ended | Nine months ended
|----------------------- | ------------------ | -----------------
|                        | November 30, 2004  | % Change         
|Revenues                | $     265,398      | 38%              
|Costs and Expenses      | 178,716            | 70%              
|Net income before taxes | 86,682             | (28)%            
|Income taxes            | (2)                | 100%             
|Net Income (Loss)       | $      86,684      | (28)%            

#### 

#### Revenues:

The following table presents a summary of Intermountain's
revenues for the periods indicated. All percentage amounts were calculated using
the underlying data.





|                                  | Three months ended | Nine months ended
|--------------------------------- | ------------------ | -----------------
|                                  | November 30, 2004  | % Change         
|Oil and gas production            | $     146,060      | 90%              
|Asphalt equipment rental and fees | 104,353            | (21)%            
|Real estate rental                | 5,985              | (7)%             
|Consulting fees                   | 9,000              | (197)%           
|Total Revenues                    | $     265,398      | 38%              



Changes in individual components of revenues are discussed
below:

##### Oil and gas revenues:

The following table contains oil and gas production volume,
net to Intermountain's interest, and average selling prices received for the
periods indicated:



|                                | For the three months
ended | For the nine months ended
|------------------------------- | -------------------------- | -------------------------
|                                | November 30,2004           | November 30,2005         
|Natural gas produced, net (Mcf) | 42,178                     | 45,901                   
|Average selling price ($/Mcf)   | $3.34                      | $5.88                    
|Crude oil produced, net (Bbls)  | 128                        | 141                      
|Average selling price ($/Bbl)   | $41.47                     | $53.89                   

The increase in oil and natural gas revenues for the nine
months ended November 30, 2005 compared to the nine months ended November 30,
2004 consisted of a $99,000 increase in Kansas natural gas revenues, a $113,000
increase in New Mexico natural gas revenues, and a $4,000 increase in Nebraska
crude oil revenues. The increase in Kansas natural gas revenues consisted of a
$1.18 per Mcf (38%) increase in the average natural gas price received offset by
a 13,100 Mcf (10%) decrease in natural gas produced. The increase in New Mexico
natural gas revenues consisted of a 25,900 Mcf (728%) increase in natural gas
produced along with a $1.26 per Mcf (28%) increase in the average natural gas
price received. The significant increase in New Mexico natural gas production
was attributed to the inclusion of 10 months of production during the nine
months ended November 30, 2005 compared to the inclusion of only 2 months of
production during the nine months ended November 30, 2004. The New Mexico
properties were acquired in August 2004.  Due to the complexity of economic
factors affecting energy prices, we are unable to predict the direction or
magnitude of future prices changes. It is expected that Intermountain's
production of natural gas will decline over the next twelve months consistent
with observed decline rates. The increase in Nebraska crude oil revenues
consisted of a $12.82 per Bbl (36%) increase in the average crude oil price
received offset by a 94 Bbl (15%) decrease in crude oil sold. Intermountain sold
its interest in the Nebraska oil producing properties effective as of November
1, 2005.

10-QSB 4<page>

The increase in oil and natural gas revenues for the three
months ended November 30, 2005 compared to the three months ended November 30,
2004 consisted of a $97,000 (78%) increase in Kansas natural gas revenues, a
$33,000 (203%) increase in New Mexico natural gas revenues, and a $2,000
increase in Nebraska crude oil revenues. The increase in Kansas natural gas
revenues consisted of a $2.58 per Mcf (80%) increase in the average natural gas
price received offset by a 500 Mcf (1%) decrease in natural gas produced. The
increase in New Mexico natural gas revenues consisted of a $1.72 per Mcf (38%)
increase in average natural gas price received along with a 4,200 (119%)
increase in natural gas produced.  The increase in Nebraska crude oil revenues
consisted of a $12.27 per Bbl (29%) increase in the average crude oil price
along with a 13 Bbl (10%) increase in crude oil sold.

The decrease in oil and natural gas revenues for the nine
months ended November 30, 2004 compared to the nine months ended November 30,
2003 consisted of a $30,000 decrease in Kansas natural gas revenues offset by
the addition of $16,000 from the New Mexico natural gas properties (acquired in
August 2004) and an $8,000 increase in Nebraska oil property revenues. The
decrease in Kansas natural gas revenues consisted of a $22,000 decrease
associated with the prior year one time resolution of a previously disputed
payment along with a 9,500 Mcf (7%) decrease in production offset by a $0.15 per
Mcf (5%) increase in the average natural gas price received. Revenues associated
with the newly acquired New Mexico natural gas properties consisted of only two
partial months of production that included 3,500 Mcf sold at an average selling
price of $4.53 per Mcf. The increase in Nebraska crude oil revenues consisted of
a 104 Bbl (19%) increase in crude oil sales along with $9.58 per Bbl (36%)
increase in average selling price.

The increase in oil and natural gas revenues for the three
months ended November 30, 2004 compared to the three months ended November 30,
2003 consisted of a $7,000 increase in Kansas natural gas revenues, a $2,000
decrease in Nebraska crude oil revenues, and the addition of $16,000 from the
New Mexico natural gas properties (acquired in August 2004). The increase in
Kansas natural gas revenues consisted of a $0.67 per Mcf (26%) increase in
average selling prices offset by a 7,300 Mcf (16%) decrease in natural gas
production. The decrease in natural gas production in Kansas was directly
related to several well equipment failures during the three months ended
November 30, 2004. Revenues associated with the newly acquired New Mexico
natural gas properties consisted of only two partial months of production that
included 3,500 Mcf sold at an average selling price of $4.53 per Mcf. The
decrease in Nebraska crude oil revenues consisted of a 140 Bbl (52%) decrease in
crude oil production offset by a $14.91 per Bbl increase in average selling
prices. The decrease in crude oil production in Nebraska was caused by a well
equipment failure during the three month period ended November 30,
2004.

##### Leasing of asphalt products manufacturing and storage
facilities:

Asphalt equipment rental and throughput fees increased overall
by $30,000 during the nine months ended November 30, 2005 compared to the nine
months ended November 30, 2004 but declined by $28,000 during the three months
ended November 30, 2005 compared to the three months ended November 30, 2004.
Overall, shipments of asphalt products increased for the three and nine month
periods ended November 30, 2005 compared to the three and nine month periods
ended November 30, 2004. The decrease in throughput fee revenues during the
three months ended November 30, 2005 as compared to the three months ended
November 30, 2004 was due to the timing of the recognition of retroactive
supplemental throughput fees between the two periods. Under the contract with
Paramount, if total annual shipments exceed 10,000 tons, Intermountain is
entitled to a supplemental throughput fee applied retroactive to all tons
shipped during the annual period. Shipments of asphalt products during the nine
months ended November 30, 2005 exceeded 10,000 tons during August 2005 compared
to September 2004 for shipments during the nine months ended November 30, 2004.
The calendar 2005 paving season essentially ended in November 2005. Shipments of
products for the 2006 paving season are expected to resume in April or May of
2006. The second extended term of the lease contract on the asphalt facility was
set to expire on December 31, 2005. However, the contract has been extended for
an additional year. Due to changing asphalt market conditions, Intermountain is
unable to predict the volume of asphalt product shipments from the facility over
the next twelve months.

The increase in asphalt equipment rental and fees for the
three and nine month periods ended November 30, 2004 compared to the three and
nine month periods ended November 30, 2003 was the result of a slight increase
in quantities shipped from the facility. Basic equipment rental revenues
remained the same during the two periods. Fees received for products shipped
increased by $16,000 (12%) during the nine months ended November 30, 2004
compared to the nine months ended November 30, 2003 and increased by $6,000 (6%)
for the three months ended November 30, 2004 compared to the three months ended
November 30, 2003.

##### Real estate rental:

10-QSB 5<page>

Real estate rental income declined by an average $87 per month
for the nine months ended November 30, 2005 compared to the nine months ended
November 30, 2004 and declined by an average $130 per month for the three months
ended November 30, 2005 compared to the three months ended November 30, 2004.
Occupancy in the Farmington office building has declined slightly during the
current year. It is anticipated that real estate rental income will remain
relatively flat over the next twelve months.

Real estate rental income declined by an average $31 per month
for the nine months ended November 30, 2004 compared to the nine month period
ended November 30, 2003 and declined by an average $60 per month for the three
months ended November 30, 2004 compared to the three months ended November 30,
2003.

##### Consulting fee revenues:

Consulting fee revenues decreased for the three and nine month
periods ended November 30, 2005 compared to the three and nine month periods
ended November 30, 2004 due to the April 1, 2005 reduction in the monthly
consulting fee charged to Red Hills Manufacturing. It is expected that the
current consulting fee of $250 per month will remain in effect for the remainder
of the current year.

There was no change in consulting fee revenues for the three
and nine month periods ended November 30, 2004 compared to the three and nine
month periods ended November 30, 2003. During both of the comparative periods,
Intermountain received $3,000 per month for accounting and management services
provided to Red Hills Manufacturing.

#### Costs and Expenses:

The following table presents a summary of Intermountain's
costs and expenses for the periods indicated:



|                                                                                    | Three Months Ended | Nine Months Ended
|----------------------------------------------------------------------------------- | ------------------ | -----------------
|                                                                                    | November 30, 2004  | % Change         
|Cost of sales                                                                       | $    102,563       | 33%              
|General and administrative costs                                                    | 62,117             | 8%               
|Depletion, depreciation and amortization                                            | 16,042             | (17)%            
|Accretion of discount on asset retirement
obligations                               | 922                | (27)%            
|Asbestos abatement costs                                                            | -                  | 100+%            
|Salvage of refinery equipment                                                       | -                  | (100+)%          
|Loss on sale of oil producing properties                                            | -                  | 100+%            
|Impairment of electric generation equipment                                         | -                  | -                
|Interest and investment income, (net of depletion on
investments in royalty trusts) | (2,928)            | 145%             
|Total costs and expenses                                                            | $  178,716         | 70%              
|                                                                                    |                    |                  



Changes in individual components of costs and expenses are
discussed below.

##### Cost of sales:

Cost of sales includes costs incurred in the production of oil
and natural gas and certain costs of maintaining the asphalt and refinery
facility.

The increase in cost of cost of sales during the nine months
ended November 30, 2005 compared to the nine months ended November 30, 2004
consisted of a $205,000 increase in oil and natural gas production costs offset
by a $15,000 decrease in asphalt facility maintenance costs (excluding asbestos
abatement costs). The increase in oil and natural gas production costs consisted
of a $150,000 increase in Kansas natural gas production costs, and a $60,000
increase in New Mexico natural gas production costs, offset by a $5,000 decrease
in Nebraska crude oil production costs. The significant increase in Kansas
natural gas production costs was the result of three production casing failures
experienced during the summer of 2005. The increase in New Mexico natural gas
production costs was attributed to the inclusion of $18,000 in gas well
work-over costs during the nine months ended November 30, 2005 and an increase
in costs associated with the number of production months included in the
comparative periods. There were 10 months of production costs included in the
nine months ended November 30, 2005 compared to only 2 months of production
costs included in the nine months ended November 30, 2004. The Nebraska crude
oil production properties were sold effective as of November 1, 2005. Well pump,
production casing and tubing, and surface equipment failures occur randomly and
the timing and cost of repairs cannot be accurately predicted. The decrease in
asphalt facility maintenance costs (excluding asbestos abatement costs) was
attributed to a decrease in environmental permitting and compliance
costs.

10-QSB 6<page>

The increase in cost of sales during the three months ended
November 30, 2005 compared to the three months ended November 30, 2004 consisted
of a $38,000 increase in oil and natural gas production costs offset by a $4,000
decrease in asphalt facility maintenance costs (excluding asbestos abatement
costs). The increase in oil and natural gas production costs consisted of a
$10,000 increase in Kansas natural gas production costs, and a $33,000 increase
in New Mexico natural gas production costs, offset by a $5,000 decrease in
Nebraska crude oil production costs. The increase in Kansas natural gas
production costs was primarily attributed to an increase in well equipment
repair costs. The increase in New Mexico natural gas production costs was
attributed to the inclusion of $16,000 in gas well work-over costs during the
three months ended November 30, 2005 along with an increase in costs associated
with the number of production months included in the comparative periods. There
were 4 months of production costs included in the three month period ended
November 30, 2005 compared to 2 months of production costs included in the three
month period ended November 30, 2004.

The increase in cost of sales during the nine months ended
November 30, 2004 compared to the nine months ended November 30, 2003 consisted
of a $50,000 increase in oil and natural gas production costs and an $8,000
increase in refinery and asphalt facility maintenance costs. The increase in oil
and natural gas production costs consisted of a $35,000 increase in Kansas
production costs, a $6,000 increase in Nebraska production costs, and the
addition of $9,000 from the newly acquired New Mexico natural gas properties.
Significant changes in Kansas production costs included a $16,000 increase in
property taxes and a $13,000 increase in well equipment repairs. The increase in
Nebraska production costs was attributed to well equipment repairs.  Costs
associated with the New Mexico properties consists of only two partial months of
operating costs for the properties that were acquired in August 2004. The
increase in refinery and asphalt facility maintenance costs was mainly
attributed to a $9,000 increase in environmental permitting and compliance
costs.

The increase in costs of sales for the three months ended
November 30, 2004 compared to the three months ended November 30, 2003 consisted
of a $49,000 increase in oil and natural gas production costs and a $4,000
increase in refinery and asphalt facility maintenance costs. The increase in oil
and natural gas production costs included a $34,000 increase in Kansas
production costs, a $7,000 increase in Nebraska production costs, and the
addition of $9,000 from the newly acquired New Mexico natural gas properties.
Significant changes in Kansas production costs included a $16,000 increase in
property taxes and a $15,000 increase in equipment repair costs. The increase in
Nebraska production costs was attributed to well equipment repairs. Costs
associated with the New Mexico properties consists of only two partial months of
operating costs for the properties that were acquired in August 2004. The
increase in refinery and asphalt facility maintenance costs was attributed to a
$4,000 increase in environmental permitting and compliance costs.

##### General and administrative expenses:

General and administrative expenses include the cost of
Intermountain's officers and administrative employees, costs incurred to operate
and maintain the Farmington office building, and all items of general overhead
required to manage and administer the corporate affairs of
Intermountain.

The increase in general and administrative expenses during the
nine months ended November 30, 2005 compared to the nine months ended November
30, 2004 was primarily due to a $6,000 increase in group insurance costs and a
$3,000 increase in all other administrative cost categories.

The increase in general and administrative expenses during the
three months ended November 30, 2005 compared to the three months ended November
30, 2004 was primarily due to a $4,000 increase in professional legal and
accounting costs.

The increase in general and administrative expenses during the
nine months ended November 30, 2004 compared to the nine months ended November
30, 2003 was primarily due to a $4,000 increase in legal and accounting costs
and a $4,000 increase in building and office equipment repair costs.

General and administrative expenses were relatively unchanged
during the during the three months ended November 30, 2004 compared to the three
months ended November 30, 2003. There were no significant changes in individual
costs categories.

##### Asbestos abatement obligation:

In April 2005, Intermountain initiated a project to dismantle
portions of its refining equipment at its Fredonia facility that is no longer
used for ongoing operations. As part of the dismantling process, Intermountain
identified the presence of asbestos containing materials in portions of the
equipment being dismantled. Subsequently, Intermountain engaged consultants to
perform initial evaluations of the facility and to prepare plans for the
abatement and disposal of the asbestos containing materials. Intermountain also
engaged a certified asbestos abatement contractor to implement the abatement
plan. During the nine month period ended November 30, 2005, Intermountain
incurred $277,207 of consulting and abatement costs associated

10-QSB 7<page>

with the
obligation. Intermountain believes that abatement and disposal of the asbestos
containing materials has been completed as of November 30, 2005 and that any
additional abatement costs will not be material. During the nine month period
ended November 30, 2005, Intermountain recognized $27,505 from the salvage of
metals and used equipment removed from the facility. It is anticipated that
Intermountain will recognize some additional salvage amounts over the coming
months as the dismantling project is completed.

##### Impairment of electric generation
equipment:

During the nine months ended November 30, 2005, Intermountain
entered into a memorandum of understanding to sell its electric generation
equipment (including the land and building on which the equipment is situated)
to a regional electric power distributor for approximately $274,000. In August
2005, Intermountain reclassified fuel inventory, valued at $2,390, and land and
generator building, valued at $3,178 (net of accumulated depreciation of
$26,149), to electric generation equipment and capitalized $28,378 for new fuel
tanks and certain cooling system improvements as provided by the memorandum of
understanding. In addition, Intermountain provided an additional impairment in
value on the electric generation equipment of $30,303 representing the excess of
the updated carrying value of the facility over the expected sale proceeds.
Closing on the sale is conditioned upon the equipment meeting certain
operational criteria as set forth in the memorandum of understanding. It is
anticipated that Intermountain will incur some additional costs in meeting these
operational criteria. It is currently expected that closing on the sale will
take place in January or February 2006.

##### Depreciation and Depletion:

There was relatively no change in depreciation and depletion
expense for the nine months ended November 30, 2005 compared to the nine months
ended November 30, 2004. Significant changes within this cost category included
a $20,000 increase in depletion on the New Mexico natural gas properties and a
$19,000 decrease in depreciation on the asphalt facility.

The decrease in depreciation and depletion expense for the
three months ended November 30, 2005 compared to the three months ended November
30, 2004 primarily consisted of a $5,000 increase in depletion on the New Mexico
natural gas properties and a $6,000 decrease in depreciation on the asphalt
facility.

The decrease in depreciation and depletion expense for the
nine months ended November 30, 2004 compared to the nine months ended November
30, 2003 primarily consisted of an $8,000 decrease in depletion on Kansas
natural gas production and a $3,000 decrease in depreciation on asphalt
equipment, offset by the addition of $4,000 depletion on the newly acquired New
Mexico gas properties.

The increase in depreciation and depletion expense for the
three months ended November 30, 2004 compared to the three months ended November
30, 2003 primarily consisted of a $3,000 decrease in depletion on Kansas gas
production and a $1,000 decrease in depreciation on asphalt equipment, offset by
the addition of $4,000 of depletion on the newly acquired New Mexico
properties.

##### Interest and investment income (net):

Interest and investment income includes earnings on cash
balances and certificates of deposit, and net earnings on
investments.

Overall, interest and investment income was relatively
unchanged for the nine months ended November 30, 2005 compared to the nine
months ended November 30, 2004 but consisted of a $7,000 increase in interest
earned on cash balances offset by a $1,000 decrease in investment income and
$6,000 in depletion recognized on royalties received from investments in oil and
gas royalty trusts.  The decrease in interest and investment income for the
three months ended November 30, 2005 compared to the three months ended November
30, 2004 consisted of a $1,000 increase in interest income offset by $6,000 in
depletion recognized on investments in oil and gas royalty trusts.

The decrease in interest and investment income for the nine
months ended November 30, 2004 compared to the nine months ended November 30,
2003 consisted of a $5,000 decrease in interest earned on cash balances offset
by a $4,000 increase in net investment income. Interest and investment income
was relatively unchanged for the three months ended November 30, 2004 compared
to the three months ended November 30, 2003 but consisted of a $1,000 increase
in net investment income offset by a $600 decrease in interest earned on cash
balances

### Inflation, Deflation and Changing Prices:

The results of operations and capital expenditures will
continue to be affected by inflation, deflation and changing prices. 
Prices of natural gas could have a materially adverse effect on Intermountain's
operations.  Management is unable to determine the full impact of
inflation, deflation and changing prices on the results of operations or working
capital.

10-QSB 8<page>

### Critical Accounting Estimates

Certain accounting estimates are important to the presentation
of our financial condition and results of operations and require management's
subjective or complex judgments. Such estimates are subject to change based on
future conditions and events that may have a material effect on our financial
condition and results of operations.

Except for the recognition of an additional $30,000
impairment on our electric generation equipment, there have been no significant
changes in our assumptions or underlying factors that may adversely affect our
previous accounting estimates.

### Controls and Procedures

### Evaluation of Disclosure Controls and
Procedures:

Disclosure controls and procedures are designed and
implemented to insure that all material information relating to a company is
made known to its chief operating officer, chief financial officer, and such
other persons who are responsible for preparing and filing periodic reports with
the Securities and Exchange Commission.  William N. Hager and Rick L. Hurt,
representing all of the officers and directors of Intermountain, have evaluated
our disclosure controls and procedures and concluded that such controls were
adequate as of November 30, 2005.



### Changes in Internal Controls:

There have been no significant changes in Intermountain's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of Management's last evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

### Legal Proceedings

We are not aware of any pending or threatened legal
proceedings to which Intermountain is a party. We are not aware of any pending
or threatened legal proceedings to which any director, officer, affiliate of
Intermountain, or any owner of more than 5% of Intermountain's common stock, is
an adverse party to, or has a material interest adverse to,
Intermountain.

### Submission of Matters to a Vote of Security Holders

There have been no matters submitted to a vote of security
holders during the three months ended November 30, 2005 through the solicitation
of proxies or otherwise.

### Financial Statements of Intermountain Refining Co., Inc.

### Index to Financial Statements



|                                                                                            | Page
|------------------------------------------------------------------------------------------- | ----
|                                                                                            |     
|Balance Sheet as of November 30,
2005                                                       | 10  
|                                                                                            |     
|Statements of Operations and
Comprehensive Income/Loss for the three and nine month periods |     
|ended November
30, 2004 and November 30, 2005                                               | 11  
|                                                                                            |     
|Statements of Cash Flows for the
nine month periods ended                                   |     
|November 30, 2004
and November 30, 2005                                                     | 12  
|                                                                                            |     
|Notes to financial
statements                                                               | 13  

10-QSB 9<page>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet - Unaudited                                                  |  |            
|November 30, 2005                                                          |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   704,344
|Accounts receivable                                                        |  | 269,782    
|Prepaid expenses                                                           |  | 3,231      
|Total Current Assets                                                       |  | 977,357    
|Property, Plant and
Equipment, net of valuation allowances                 |  |            
|Land, buildings and improvements - Note
C                                  |  | 355,092    
|Equipment                                                                  |  | 45,990     
|Asphalt manufacturing and storage
equipment                                |  | 581,919    
|Oil and gas properties, (successful
efforts method) - Note D               |  | 1,410,363  
|                                                                           |  | 2,393,364  
|Less accumulated depletion and
depreciation                                |  | (1,757,110)
|                                                                           |  | 636,254    
|Other Assets                                                               |  |            
|Electric generation equipment available for sale - Note
C                  |  | 273,643    
|Available-for-sale
investments                                             |  | 131,225    
|Other assets - Note E                                                      |  | 275        
|                                                                           |  | 405,143    
|Total Assets                                                               |  | $ 2,018,754
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    62,100
|Taxes other than income
taxes                                              |  | 2,422      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 64,522     
|Deferred
Taxes                                                             |  | 22,278     
|                                                                           |  |            
|Asset Retirement Obligations                                               |  | 31,676     
|Commitments and
Contingencies                                              |  | -          
|Stockholders'
Equity                                                       |  |            
|Common stock, no par value, authorized
10,000,000 shares,                  |  |            
|issued and outstanding 1,155,609 shares                                    |  | 1,455,314  
|                                                                           |  |            
|Preferred stock, $0.01 par value, authorized 5,000,000
shares,             |  |            
|0 shares issued and outstanding.                                           |  | -          
|                                                                           |  |            
|Retained earnings                                                          |  | 403,591    
|Accumulated other comprehensive gain                                       |  | 41,373     
|                                                                           |  | 1,900,278  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 2,018,754
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            

10-QSB 10<page>



|Intermountain Refining Co., Inc.                                                                                                                                                                                                                                                  |                    |                   |              |              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ----------------- | ------------ | -------------
|Statements of Operations and Comprehensive Income
(Loss)                                                                                                                                                                                                                          |                    |                   |             
|                                                                                                                                                                                                                                                                                  | Three months ended | Nine months ended
|                                                                                                                                                                                                                                                                                  | November 30,       | November 30,      | November 30, | November 30, 
|                                                                                                                                                                                                                                                                                  | 2004               | 2005              | 2004         | 2005         
|                                                                                                                                                                                                                                                                                  | (Unaudited)        | (Unaudited)       | (Unaudited)  | (Unaudited)  
|Revenues                                                                                                                                                                                                                                                                          |                    |                   |              |              
|Oil and gas production
revenues                                                                                                                                                                                                                                                   | $   146,060        | $   277,586       | $   453,851  | $   669,363  
|Asphalt equipment rental and fees                                                                                                                                                                                                                                                 | 104,353            | 82,828            | 178,356      | 208,157      
|Real estate rental income                                                                                                                                                                                                                                                         | 5,985              | 5,595             | 18,485       | 17,700       
|Consulting fees                                                                                                                                                                                                                                                                   | 9,000              | 750               | 27,000       | 5,000        
|                                                                                                                                                                                                                                                                                  | 265,398            | 366,759           | 677,692      | 900,220      
|Costs and Expenses                                                                                                                                                                                                                                                                |                    |                   |              |              
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Cost of sales, exclusive of depletion,
depreciation and amortizationshown separately
below                                                                                                                                                                                        | 102,563            | 136,743           | 196,821      | 387,604      
|General and administrative                                                                                                                                                                                                                                                        | 62,117             | 67,069            | 209,913      | 218,657      
|Depletion, depreciation and
amortization                                                                                                                                                                                                                                          | 16,042             | 13,172            | 40,284       | 39,911       
|Accretion of discount on asset retirement
obligations                                                                                                                                                                                                                             | 922                | 671               | 2,468        | 2,014        
|Asbestos abatement costs - Note B                                                                                                                                                                                                                                                 | -                  | 102,207           | -            | 277,207      
|Salvage of refinery equipment - Note B                                                                                                                                                                                                                                            | -                  | (25,005)          | -            | (27,505)     
|Impairment in value of electric generation equipment -
Note C                                                                                                                                                                                                                     | -                  | -                 | -            | 30,303       
|Loss on sale of oil and gas producing properties - Note
D                                                                                                                                                                                                                         | -                  | 7,888             | -            | 7,888        
|Interest and investment (income)/loss,
net                                                                                                                                                                                                                                        | (2,928)            | 1,307             | (7,147)      | (7,457)      
|                                                                                                                                                                                                                                                                                  | 178,716            | 304,052           | 442,339      | 929,685      
|Income From Operations Before Income
Taxes                                                                                                                                                                                                                                        | 86,682             | 62,707            | 235,353      | (28,402)     
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                              |                    |                   |              |              
|Current                                                                                                                                                                                                                                                                           | (2)                | -                 | 60           | -            
|Deferred                                                                                                                                                                                                                                                                          | -                  | -                 | -            | -            
|                                                                                                                                                                                                                                                                                  | (2)                | -                 | 60           | -            
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Net Income (Loss)                                                                                                                                                                                                                                                                 | 86,684             | 62,707            | 235,293      | (28,402)     
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Other Comprehensive Income, net of tax:                                                                                                                                                                                                                                           |                    |                   |              |              
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                       |                    |                   |              |              
|Unrealized holding gain arising during the period (net of
deferred tax expense of  $5,138 and $7,553 for the three and nine month periods
ended November 30, 2004, respectively and $2,835 and $8,890 for the three and
nine month periods ended November 30, 2005, respectively) | 9,628              | 5,263             | 14,030       | 16,510       
|Reclassification adjustment for losses included in net loss
(net of deferred taxes of $316 for the nine month period ended November 30,
2003)                                                                                                                                     | -                  | -                 | 585          | -            
|Other comprehensive income                                                                                                                                                                                                                                                        | 9,628              | 5,263             | 14,615       | 16,510       
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Comprehensive Income  (Loss)                                                                                                                                                                                                                                                      | $    96,312        | $    67,970       | $   249,908  | $    (11,892)
|                                                                                                                                                                                                                                                                                  | =========          | =========         | =========    | =========    
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                                                                                     | 1,155,609          | 1,155,609         | 1,155,609    | 1,155,609    
|                                                                                                                                                                                                                                                                                  |                    |                   |              |              
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                                                                                        |                    |                   |              |              
|Net income (loss)                                                                                                                                                                                                                                                                 | $      
0.08       | $      
0.05      | $    
 0.20  | $      (0.02)
|                                                                                                                                                                                                                                                                                  | ========           | ========          | ========     | ========     
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                        |                    |                   |              |              

10-QSB 11<page>



|Intermountain Refining Co.,
Inc.Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cash Flows From Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Adjustments to reconcile net loss to net
cash provided (used) by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                     
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Accretion of discount on asset retirement
obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Depletion on investments in oil and gas royalty
trusts                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Loss on sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Loss on impairment of electric generation equipment -
Note C                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Loss on sale of oil producing properties - Note
D                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Changes in operating assets and
liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(Increase) decrease in
accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(Increase) decrease in prepaid expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Increase (Decrease) in
accounts payable and accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Decrease in income taxes
payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Net Cash Flow Provided (Used) by Operating
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Settlement of asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Purchase of oil and gas producing
properties                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Proceeds from sale of oil and gas producing properties -
Note D                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Purchases of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Proceeds from the sale of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Increase in cash value of life insurance
policy                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Purchase of improvements to electric generation
equipment - Note C                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Proceeds from surrender of life insurance policy - Note
E                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Net Cash Flow Used by Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Increase (Decrease) in Cash and Cash
Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cash and Cash Equivalents at Beginning of
Year                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cash and Cash Equivalents at End of
Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Intermountain paid interest of $0 during the nine month
period ended November 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                    
|Intermountain paid interest of $0 during the nine month
period ended November 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                    
|Intermountain paid income taxes of  $209 during the nine
month period ended November 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                             
|Intermountain paid income taxes of  $430 during the nine
month period ended November 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Supplemental Schedule of Noncash Investing
Activities:During the nine month period ended
November 30, 2004, Intermountain's available for sale investments increased in
value by $14,615, net of deferred taxes of $7,869. The increase in value
included the reclassification to realized loss of $585, net of deferred taxes of
$316.During the nine month period ended November 30,
2005, Intermountain's available for sale investments increased in value by
$16,510, net of deferred taxes of $8,890.
|During the nine month period ended November 30, 2004,
Intermountain capitalized $6,600 in estimated asset retirement obligations in
conjunction with the purchase of natural gas producing properties in New
Mexico.                                                                                                                                                                                                                                                                                       
|During the nine month period ended November 30, 2005,
Intermountain reclassified inventory valued at $2,390, and land and building
valued at $3,178 (net of accumulated depreciation of $26,149), to electric
generation equipment available for sale.                                                                                                                                                                                                                                                     
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                 

10-QSB 12<page>

Intermountain Refining Co.,
Inc.Notes to Financial Statements

### Note A - Interim Financial Statements (Unaudited)

The accompanying balance sheet as of November 30, 2005 and the
statements of operations for the three and nine month periods ended November 30,
2004 and November 30, 2005, and the statements of cash flows for the nine month
periods ended November 30, 2004 and November 30, 2005 have been prepared by
Intermountain, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash at November
30, 2005, and for all periods presented, have been made.

It is suggested that these unaudited financial statements be
read in conjunction with the audited financial statements for the year ended
February 28, 2005. The results of operations for the nine months ended November
30, 2005 are not necessarily indicative of the operating results for the full
year.

### Note B – Asbestos Abatement
Obligation:

In April 2005, Intermountain initiated a project to dismantle
portions of its refining equipment at its Fredonia facility that is no longer
used for ongoing operations. As part of the dismantling process, Intermountain
identified the presence of asbestos containing materials in portions of the
equipment being dismantled. Subsequently, Intermountain engaged consultants to
perform initial evaluations of the facility and to prepare plans for the
abatement and disposal of the asbestos containing materials. Intermountain also
engaged a certified asbestos abatement contractor to implement the abatement
plan. During the nine month period ended November 30, 2005, Intermountain
incurred $277,207 of consulting and abatement costs associated with the
obligation. Intermountain believes that abatement and disposal of the asbestos
containing materials has been completed as of November 30, 2005 and that any
additional abatement costs will not be material. During the nine month period
ended November 30, 2005, Intermountain recognized $27,505 from the salvage of
metals and used equipment removed from the facility. It is anticipated that
Intermountain will recognize some additional salvage amounts over the coming
months as the dismantling project is completed.

### Note C – Electric Generation Equipment Available for
Sale:

During the nine months ended November 30, 2005, Intermountain
entered into a memorandum of understanding to sell its electric generation
equipment, including the land and building on which the equipment is situated,
to a regional electric power distributor for approximately $274,000. In August
2005, Intermountain reclassified fuel inventory, valued at $2,390, and land and
generator building, valued at $3,178 (net of accumulated depreciation of
$26,149), to electric generation equipment and capitalized $28,378 for new fuel
tanks and certain cooling system improvements provided by the memorandum of
understanding. In addition, Intermountain provided an additional impairment in
value on the electric generation equipment of $30,303 representing the excess of
the updated carrying value of the facility over the expected sale proceeds.
Closing on the sale is conditioned upon the equipment meeting certain
operational criteria as set forth in the memorandum of understanding. It is
anticipated that Intermountain will incur some additional costs in meeting these
operational criteria. It is currently expected that closing on the sale will
take place in January or February 2006.

### Note D - Sale of Nebraska Oil Producing
Properties:

Effective as of November 1, 2005, Intermountain sold its
Nebraska oil producing properties, with a net carrying value of $55,364, to
Petrowest Energy Co., Inc. for $38,500 that resulted in a $ 7,888 loss on the
sale after cancellation of $8,976 in accrued asset retirement
obligations.

### Note E - Surrender of Life Insurance
Policy:

In November 2005, Intermountain received $37,089 from the
surrender a life insurance policy that was determined to be no longer beneficial
for Intermountain to maintain.

10-QSB 13<page>

### Exhibits and Reports on Form 8-K

### Reports on Form 8-K:

There were no reports on Form 8-K filed by Intermountain
during the quarter ended November 30, 2005.

### Exhibits:

Of the following exhibits, exhibits 31.1, 31.2, 99.1, and 99.2
are filed as part of this report. All of the remaining exhibits are incorporated
herein by reference to Intermountain's registration statement filed on Form S-1
dated April, 9, 2001:



|Exhibit | Description                                                                                 
|------- | --------------------------------------------------------------------------------------------
|3.1     | Amended and Restated Articles of Incorporation                                              
|3.2     | Bylaws                                                                                      
|10.4    | Oneok / Kinder Morgan / KN Energy Gas Sales
Agreement                                       
|10.5    | Paramount Petroleum Agreement                                                               
|31.1    | Certification under Rule 13a-14(a)/15d-14(a) of Rick L.
Hurt, Secretary, Treasurer, Director
|31.2    | Certification under Rule 13a-14(a)/15d-14(a) of William N.
Hagler, President, Director      
|99.1    | Certification of  Chief Executive Officer under Sec.906 of
Sarbanes-Oxley Act of 2002       
|99.2    | Certification of  Chief Financial Officer under Sec.906 of
Sarbanes-Oxley Act of 2002       

### Signatures

Pursuant to the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Farmington, State of New
Mexico, on February 16, 2006.

Intermountain Refining Co., Inc.

By:/s/ William N.
HaglerWilliam N. Hagler, President

Pursuant to the requirements of the Exchange Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ William N.
Hagler_________________   Date: February 16,
2006William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: February 16,
2006Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 14<page>