AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



June 27, 2005



SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.  20549



### FORM 10-QSB

(Mark One)

[  X ]          QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the quarterly period ended:May
31, 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 June 27,
2005.Transitional Small Business Disclosure
Format (Check One): Yes[ ] No [X]

10-QSB 1<PAGE>

### Table of Contents





|                                                                                     | Page
|------------------------------------------------------------------------------------ | ----
|Financial Statements of Intermountain                                                | 3   
|Managements Discussion and Analysis of Financial Condition
and Results of Operations | 3   
|Intermountain's Business Activities                                                  | 3   
|Liquidity and Capital Resources                                                      | 3   
|Cash Requirements as of May 31, 2005                                                 | 3   
|Results of Operations                                                                | 4   
|Inflation, Deflation and Changing Prices                                             | 7   
|Controls and Procedures                                                              | 7   
|Legal Proceedings                                                                    | 8   
|Submission of Matters to a Vote of Security
Holders                                  | 8   
|Index To Financial Statements                                                        | 9   
|Exhibits and Reports on Form 8-K                                                     | 14  
|Certifications of Management                                                         | 15  

10-QSB 2<PAGE>

### Financial Statements of Intermountain

The financial statements of Intermountain as of May 31, 2005
and for the three month periods ended May 31, 2004 and May 31, 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 May
31, 2005 and results of operations for the three month periods ended May 31,
2004 and May 31, 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, on a fee basis, of asphalt paving products
manufacturing and storage facilities in Fredonia, Arizona
- Other business activities including providing management and
consulting services to others, and leasing unused space in Intermountain's
office building.

### 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 | May 31,    2005
|------------------------- | ----------------- | -------- | ---------------
|Cash and cash equivalents | $     803,175     | 4%       | $     832,523  
|                          |                   |          |                
|Working capital           | $     815,542     | (10)%    | $     731,924  

During the three months ended May 31, 2005, Intermountain
realized a $31,000 increase in cash from operating activities and a $2,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period.

During the three months ended May 31, 2004, Intermountain
realized a $27,000 increase in cash from operating activities and a $7,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $7,000 decrease in cash from
non-operating sources consisted mainly of the settlement of asset retirement
obligations.

### Cash requirements as of May 31, 2005:

Estimated cash requirements for the next twelve months
include:

- $23,000 per month in normal general and administrative costs
including costs to operate our Farmington office building; and,
- $157,000 estimated costs associated with the abatement of
asbestos at Intermountain's asphalt products manufacturing and storage
facility.
- $1,000 estimated monthly costs (excluding asbestos abatement
costs) associated with the ownership and maintenance of Intermountain's refinery
and asphalt manufacturing and storage
facility.

10-QSB 3<PAGE>

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 consist
of cash flows from operating activities estimated as follows:

- $40,000 per month (net of production costs) from estimated
oil and natural gas operations based on results of operations during the three
months ended May 31, 2005 along with projections of production and prices during
the next 12 months;
- $1,950 per month from Farmington office space rental and
consulting services rendered;
- $1,300 per month dividend and interest 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 during the 2005 paving season.

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.

The major components of the electric generation facility are
presently available for sale but there is no assurance that the equipment will
be sold within a reasonable period of time.

### 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
|------------------------------------------------------- | ------------------
|                                                        | May 31, 2004      
|Revenues                                                | $     191,632     
|Costs and expenses (excluding asbestos abatement
costs) | 137,611           
|Asbestos abatement costs                                | -                 
|Net income  before taxes                                | 54,021            
|Income taxes                                            | -                 
|Net income                                              | $    54,021       



#### Revenues:

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



|                                             | Three months ended
|-------------------------------------------- | ------------------
|                                             | May 31, 2004      
|Oil and gas production                       | $     151,936     
|Asphalt equipment rental and throughput fees | 24,121            
|Real estate rental                           | 6,575             
|Consulting fees                              | 9,000             
|Total Revenues                               | $    191,632      







Changes in individual components of revenues are discussed
below:

##### Oil and Natural gas revenues:

10-QSB 4<PAGE>

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
|------------------------------- | --------------------------
|                                | May 31,
2004              
|Natural gas produced, net (Mcf) | 49,826                    
|Average selling price ($/Mcf)   | $2.88                     
|Crude oil sold, net (Bbls)      | 263                       
|Average selling price ($/Bbl)   | $32.70                    



The increase in oil and natural gas revenues for the three
months ended May 31, 2005 as compared to the three months ended May 31, 2004
consisted of a $43,000 increase in natural gas revenues offset by a $2,000
decrease in crude oil revenues. The increase in natural gas revenues consisted
of a $4,000 increase in revenues from Kansas natural gas production plus the
addition of $39,000 from New Mexico natural gas production that was acquired in
August 2004. Kansas natural gas revenues consisted of a 9,600 Mcf (19%) decrease
in natural gas produced offset by a $0.78 per Mcf (27%) increase in selling
price. New Mexico natural gas revenues consisted of the production of 7,200 Mcf
at an average selling price of $5.45 per Mcf. The decrease in crude oil revenues
consisted of a 125 Bbl (48%) decrease in crude oil sold offset by a $15.61 per
Bbl (48%) increase in selling price. Due to the complexity of the economic
factors affecting energy prices, we are unable to predict the direction or
magnitude of future price changes. It is expected that Intermountain's
production of natural gas will decline slightly over the next twelve months
consistent with observed decline rates.

The decrease in oil and natural gas revenues for the three
months ended May 31, 2004 as compared to the three months ended May 31, 2003
consisted of a $25,000 decrease in natural gas revenues offset by a $5,000
increase in oil revenues. The decrease in natural gas revenues consisted of a
$0.74 per Mcf (20%) decrease in selling prices offset by a 3,300 Mcf (7%)
increase in natural gas produced. The increase in oil revenues consisted of a
$7.12 per barrel (28%) increase in selling prices and a 136 barrels (107%)
increase in oil sold.

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

The increase in asphalt equipment rental and throughput fees
for the three month period ended May 31, 2005 as compared to the three month
period ended May 31, 2004 was attributed to a slight increase in asphalt product
shipments. Fees recognized from asphalt equipment rental activities are expected
to increase during the summer months consistent with the seasonal nature of
asphalt paving and repair activities. It is estimated asphalt product shipments
by Paramount over the remainder of the current year will remain consistent with
shipments during the prior year.

The increase in asphalt equipment rental fees for the three
month period ended May 31, 2004 compared to the three month period ended May 31,
2003 was attributed to a slight increase in asphalt product shipments.

##### Real estate rental:

The decrease in real estate rental during the three month
period ended May 31, 2005 compared to the three month period ended May 31, 2004
consisted of an average $147 per month decrease primarily due to a slight
decrease in occupancy at Intermountain's Farmington, NM office
building.

The increase in real estate rental during the three month
period ended May 31, 2004 compared to the three month period ended May 31, 2003
consisted of an average $92 per month increase in rental income from
Intermountain's Farmington, NM office building primarily due to a slight
increase in rental rates.

##### Consulting fee revenues:

Consulting fee revenues decreased for the three month period
ended May 31, 2005 compared to the three month period ended May 31, 2004 due to
a reduction in the monthly consulting fee charged to Red Hills Manufacturing
effective on April 1, 2005. It is expected that the current consulting fee of
$250 per month will remain in effect for the remainder of the current
year.

Consulting fee revenues were unchanged for the three month
period ended May 31, 2004 compared to the three month period ended May 31, 2003.

#### 10-QSB 5<PAGE>

#### Costs and Expenses:

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





|                                                      | Three Months Ended
|----------------------------------------------------- | ------------------
|                                                      | May 31, 2004      
|Cost of sales                                         | $    45,360       
|General and administrative costs                      | 79,959            
|Asbestos abatement obligations                        | -                 
|Depletion, depreciation and amortization              | 12,926            
|Accretion of discount on asset retirement
obligations | 773               
|Interest and investment income, net                   | (1,407)           
|Total costs and expenses                              | $ 137,611         
|                                                      |                   



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 normal costs of maintaining the asphalt facility.

The increase in the cost of sales for the three month period
ended May 31, 2005 compared to the three month period ended May 31, 2004
consisted of a $19,000 increase in oil and natural gas production costs offset
by a $3,000 decrease in asphalt facility maintenance costs (excluding asbestos
abatement costs). The increase in oil and natural gas production costs consisted
of a $7,000 increase in Kansas natural gas production costs plus the addition of
$13,000 in production costs associated with the New Mexico natural gas
properties that were acquired in August 2004. Production costs associated with
Nebraska crude oil production were relatively unchanged. The increase in Kansas
production costs is attributed to an $8,000 increase in well equipment repair
and maintenance supply costs. Well pump, production tubing and surface equipment
failures occur randomly and the timing and cost of repairs cannot be accurately
predicted.

The increase in cost of sales for the three month period ended
May 31, 2004 as compared to the three month period ended May 31, 2003 consisted
of a $8,000 increase in oil and natural gas production costs offset by a $1,000
decrease in asphalt facility maintenance costs. The increase in oil and natural
gas production costs included a $5,000 increase in Kansas natural gas production
costs and a $3,000 increase in Nebraska oil production costs. The increase in
Kansas production costs was mainly attributed to a $4,500 increase in gas
reserves accounting costs. The increase in Nebraska production costs was mainly
attributed to equipment repair 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
three months ended May 31, 2005 compared to the three months ended May 31, 2004
consisted primarily of a $2,000 increase in group insurance and a slight
increase in all other cost categories.

The increase in general and administrative expenses during the
three months ended May 31, 2004 compared to the three months ended May 31, 2003
was primarily due to a $7,000 increase in legal and accounting costs offset by a
slight reduction in all other cost categories. The increase in legal and
accounting costs was primarily the result of a timing difference between the two
periods on the receipt of invoices for year end accounting services.

##### Asbestos Abatement Obligation:

10-QSB 6<PAGE>

During the three month period ended May 31, 2005,
Intermountain recognized $175,000 for estimated asbestos abatement and disposal
costs associated with dismantling of the unused equipment at its Fredonia
asphalt facility. Actual expenses incurred for asbestos abatement activities
during the period amounted to $17,622. Pending completion and regulatory
approval of a formal asbestos abatement plan, Intermountain is hopeful that the
asbestos abatement and disposal activities will be completed during the current
year. It is anticipated that Intermountain will recover a portion of the
asbestos abatement costs from the reclamation and sale of scrap metals from the
site. The amount recognized for estimated asbestos abatement and disposal costs
for the three months ended May 31, 2005 was based on preliminary estimates.
Actual amounts incurred in the future may be materially different.

##### Depreciation and Depletion:

The increase in depreciation and depletion expense for the
three month period ended May 31, 2005 compared to the three month period ended
May 31, 2004 consisted of a $7,000 increase in depletion on oil and gas
production offset by a $6,000 decrease in depreciation on asphalt facility
equipment. The increase in depletion expense was primarily due to the addition
of the New Mexico natural gas properties that were acquired in August
2004.

The reduction in depreciation and depletion expense for the
three month period ended May 31, 2004 compared to the three month period ended
May 31, 2003 consisted of a $1,000 decrease in depreciation on leased asphalt
manufacturing and storage equipment and a $1,000 decrease in depletion expense.
The reduction in depletion expense was primarily due to a reduction in the cost
depletion rate applied to natural gas production resulting from the application
of the February 2004 adjustment to estimated gas reserves.

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

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

The increase in interest and investment income during the
three month period ended May 31, 2005 compared to the three month period ended
May 31, 2004 consisted of a $500 increase in interest earned on cash balances
plus a $2,100 increase in investment earnings. Intermountain paid no interest
expense during either of the three month periods.

The decrease in interest and investment income during the
three month period ended May 31, 2004 compared to the three month period ended
May 31, 2003 consisted of a $200 decrease in interest earned on cash balances
and a $1,200 decrease in income earned on investments. The decrease in income
earned on investments included a $900 loss on the sale of mutual fund
investments. Intermountain paid no interest expense during the three month
period ended May 31, 2004 or the three month period ended May 31, 2003. During
the three month period ended May 31, 2004, Intermountain disposed of all of its
mutual fund investments and reinvested the sale proceeds in other equities in an
effort to increase the overall yield on its investments.

### 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.

### Controls and Procedures

### Evaluation of Disclosure Controls and
Procedures:

Disclosure controls and procedures are designed and
implemented to ensure 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. On June 14, 2005, William N. Hagler and
Rick L. Hurt, representing all of the officers and directors of Intermountain,
updated their evaluation of Intermountain's disclosure controls and procedures
and concluded that such controls were adequate as of that date.

### 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.

10-QSB 7<PAGE>

### 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 May 31, 2005 through the solicitation of
proxies or otherwise.

10-QSB 8<PAGE>

### Intermountain Refining Co., Inc.

### Index to Financial Statements



|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|                                                                                           |     
|Balance Sheet as of May 31,
2005                                                           | 10  
|                                                                                           |     
|Statements of Operations and
Comprehensive Income (Loss) for the three month periods ended |     
|May 31, 2004 and
May 31, 2005                                                              | 11  
|                                                                                           |     
|Statements of Cash Flows for the
three month periods ended                                 |     
|May 31, 2004 and
May 31, 2005                                                              | 12  
|                                                                                           |     
|Notes to financial
statements                                                              | 13  
|                                                                                           |     

10-QSB 9<PAGE>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet – Unaudited                                                  |  |            
|May 31, 2005                                                               |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $  832,523 
|Accounts receivable                                                        |  | 80,329     
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 7,962      
|Total Current Assets                                                       |  | 923,204    
|Property, Plant and
Equipment, net of valuation allowances                 |  |            
|Land, buildings and
improvements                                           |  | 384,419    
|Equipment                                                                  |  | 45,990     
|Crude oil refining equipment                                               |  | 581,919    
|Oil and gas properties, (successful
efforts method)                        |  | 1,473,390  
|                                                                           |  | 2,485,718  
|Less accumulated depletion and
depreciation                                |  | (1,764,194)
|                                                                           |  | 721,524    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 270,000    
|Available-for-sale
investments                                             |  | 102,457    
|Other assets                                                               |  | 37,282     
|                                                                           |  | 409,739    
|Total Assets                                                               |  | $ 2,054,467
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    31,181
|Asbestos abatement obligation - Note B                                     |  | 157,338    
|Taxes other than income
taxes                                              |  | 2,761      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 191,280    
|Deferred
Taxes                                                             |  | 11,342     
|Asset Retirement Obligations                                               |  | 39,309     
|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,             |  |            
|no shares issued and outstanding.                                          |  | -          
|Retained earnings                                                          |  | 336,159    
|Accumulated other comprehensive income                                     |  | 21,063     
|                                                                           |  | 1,812,536  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 2,054,467
|                                                                           |  |            
|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
|                                                                                                                                                                                                               | May 31,            | May 31,       
|                                                                                                                                                                                                               | 2004               | 2005          
|                                                                                                                                                                                                               | (Unaudited)        | (Unaudited)   
|Revenues                                                                                                                                                                                                       |                    |               
|Oil and natural gas production revenues, net of gathering
fees and production and severance taxes                                                                                                              | $  151,936         | $  193,289    
|Asphalt equipment rental and throughput
fees                                                                                                                                                                   | 24,121             | 31,084        
|Real estate rental income                                                                                                                                                                                      | 6,575              | 6,135         
|Consulting fees                                                                                                                                                                                                | 9,000              | 3,500         
|                                                                                                                                                                                                               | 191,632            | 234,008       
|Costs and Expenses                                                                                                                                                                                             |                    |               
|Cost of sales                                                                                                                                                                                                  | 45,360             | 61,370        
|General and administrative                                                                                                                                                                                     | 79,959             | 83,657        
|Asbestos abatement costs - Note B                                                                                                                                                                              | -                  | 175,000       
|Depletion, depreciation and amortization                                                                                                                                                                       | 12,926             | 13,183        
|Accretion of discount on asset retirement
obligations                                                                                                                                                          | 773                | 671           
|Interest and investment income,
net                                                                                                                                                                            | (1,407)            | (4,039)       
|                                                                                                                                                                                                               | 137,611            | 329,842       
|Income (Loss) From Operations Before Income
Taxes                                                                                                                                                              | 54,021             | (95,834)      
|                                                                                                                                                                                                               |                    |               
|Provision for income taxes                                                                                                                                                                                     |                    |               
|Current                                                                                                                                                                                                        | -                  | -             
|Deferred                                                                                                                                                                                                       | -                  | -             
|                                                                                                                                                                                                               | -                  | -             
|Net Income (Loss)                                                                                                                                                                                              | 54,021             | (95,834)      
|                                                                                                                                                                                                               |                    |               
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                 |                    |               
|Unrealized holding gains/(losses) on investments available
for sale (net of income tax benefit/(expense) of $2,046 for the three months
ended May 31, 2005 and ($497) for the three months ended May 31,
2004) | 925                | (3,800)       
|Reclassification adjustment for realized loss on sale of
investments available for sale net of deferred tax of $316                                                                                            | 585                | -             
|                                                                                                                                                                                                               |                    |               
|Comprehensive Income (Loss)                                                                                                                                                                                    | $     55,531       | $     (99,634)
|                                                                                                                                                                                                               | =========          | =========     
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                  | 1,155,609          | 1,155,609     
|                                                                                                                                                                                                               |                    |               
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                     |                    |               
|Net income (loss)                                                                                                                                                                                              | $      
0.05       | $     
(0.08) 
|                                                                                                                                                                                                               | ========           | ========      
|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 income
(loss) to net cash provided by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Accretion of discount on asset retirement
obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Loss on disposal of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Increase in asbestos abatement obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Changes in operating assets and
liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(Increase) decrease in
accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Increase in prepaid expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Increase (decrease) in
accounts payable and accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Decrease in income taxes
accrued/receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Net Cash Flow Provided by Operating
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Settlement of asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Purchases of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Proceeds from disposal of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(Increase) decrease in cash value of life
insurance policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Net Cash Flow Provided (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 three month
period ended May 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Intermountain paid interest of $0 during the three month
period ended May 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Intermountain paid income taxes of  $430 during the three
month period ended May 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Intermountain paid income taxes of $149 during the three
month period ended May 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Supplemental Schedule of Noncash Investing
Activities:During the three month period ended May
31, 2005, Intermountain's available for sale investments decreased in value by
$3,800, net of deferred tax credits of $2,046.During
the three month period ended May 31, 2004, Intermountain's available for sale
investments increased in value by $1,510, net of deferred tax expense of $813.
The increase in value was comprised of net holding gains of $925, net of
deferred taxes of $497, and the reclassification to realized loss of $585, net
of deferred taxes of $316.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

10-QSB 12<PAGE>

Intermountain Refining Co., Inc.

Notes to Financial Statements

May 31, 2005 (Unaudited)

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

The accompanying balance sheet as of May 31, 2005 and the
statements of operations for the three month periods ended May 31, 2004 and May
31, 2005, and the statements of cash flows for the three month periods ended May
31, 2004 and May 31, 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 May 31, 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 three months ended May 31,
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
has identified the presence of asbestos containing materials in portions of the
equipment being dismantled. Intermountain has since engaged consultants to
perform initial evaluations of the facility and to prepare a plan for the
abatement and disposal of the asbestos containing materials. Intermountain has
also preliminarily identified a licensed asbestos abatement contractor to
implement the abatement plan upon receiving approval of the plan from the
Arizona Department of Environmental Quality. Based on preliminary estimates
obtained from consultants and contractors, Intermountain has recognized an
asbestos abatement obligation of $175,000 as of May 31, 2005. During the three
month period ended May 31, 2005, Intermountain incurred $17,662 of consulting
costs associated with the obligation. Intermountain is hopeful that abatement
and disposal of the asbestos containing materials will be completed during the
current year. However, implementation of the plan is contingent on the receipt
of approval and availability of contractor resources. It is anticipated that
Intermountain will recover a portion of the asbestos abatement costs from the
reclamation and sale of scrap metals from the site.

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 May 31, 2005.

### Exhibits:

Except for exhibits 99.1 and 99.2, which are filed as part of
this report, all of the following 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                                                                               
|10.1    | Oneok / Kinder Morgan / KN Energy Gas Sales
Agreement                                
|10.2    | Paramount Petroleum Agreement                                                        
|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 June 27, 2005.

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: June 27,
2005William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: June 27,
2005Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 14<PAGE>

### Certifications



I, Rick L. Hurt, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
  designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterly report is being
prepared;
    evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
    presented is this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterly report is being
prepared;
6. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
7. presented is this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
8. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors:
  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
    any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
9. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
10. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
11. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



Date: June 27, 2005

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 15<PAGE>

I, William N. Hagler, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
  designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterly report is being
prepared;
    evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
    presented is this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. designed such disclosure controls and procedures to ensure
that material information relating to the registrant is made known to us by
others, particularly during the period in which this quarterly report is being
prepared;
6. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
7. presented is this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
8. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors:
  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
    any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
9. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
10. any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
11. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



Date: June 27, 2005

/s/__William N. Hagler_______________

William N. Hagler, President, Director

10-QSB 16<PAGE>

### EXHIBIT 99.1



### Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002





I, William N. Hagler, President and Chief Executive Officer of
Intermountain Refining Co., Inc. certify that:



1. I have reviewed the quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report.





Date:   June 27, 2005

/s/ William N. Hagler

William N. Hagler

President and Chief Executive Officer

10-QSB 17<PAGE>

### EXHIBIT 99.2





### Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002





I, Rick L. Hurt, Treasurer and Chief Financial Officer of
Intermountain Refining Co., Inc. certify that



1. I have reviewed the quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report.





Date:  June 27, 2005

/s/ Rick L. Hurt

Rick L. Hurt

Treasurer and Chief Financial Officer









10-QSB 18<PAGE>