AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



January 14, 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:November 30, 2004



[   ]           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,
2004.

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

10-QSB 1<PAGE>

### Table Of Contents





|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|Financial Statements of Intermountain                                                 | 3   
|Management's 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 November 30, 2004                                             | 4   
|Results of Operations                                                                 | 4   
|Inflation, Deflation and Changing Prices                                              | 9   
|Controls and Procedures                                                               | 9   
|Legal Proceedings                                                                     | 9   
|Submission of Matters to a Vote of Security
Holders                                   | 9   
|Other Information                                                                     | 9   
|Index To Financial Statements                                                         | 9   
|Exhibits and Reports on Form 8-K                                                      | 14  
|Signatures                                                                            | 14  
|Certifications Under New Exchange Act Rules 13a-14 and
15d-14                         | 15  

10-QSB 2<PAGE>

### Financial Statements of Intermountain

The financial statements of Intermountain as of November 30,
2004 and for the three and nine month periods ended November 30, 2003 and
November 30, 2004 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, 2004 and results of operations for the three and nine month periods
ended November 30, 2003 and November 30, 2004, should be read in conjunction
with our financial statements and notes related thereto included elsewhere in
this report.

Certain amounts (and corresponding discussion and comparisons)
related to results of operations for the three and nine month periods ended
November 30, 2003 and the statement of cash flows for the nine month period
ended November 31, 2003 have been restated from amounts previously reported to
reflect the change in accounting for asset retirement obligations. The change in
accounting principle, which was effective as of March 1, 2003, was implemented
during the fourth quarter of the fiscal year ended February 29,
2004.

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 August 1, 2004,
Intermountain acquired an interest in several natural gas producing properties
located in San Juan County New Mexico for a cash purchase price of $411,429. The
purchase consisted of an estimated 12.48% net working interest (9.98% net
revenue interest) in 15 natural gas wells on 5,420 gross lease acres with
estimated reserves of 380,000 Mcf, net to Intermountain's interest. The
properties are operated by an unrelated third party. In addition to the cash
purchase price of the properties, Intermountain capitalized  $6,600 representing
the present value of estimated future plugging and abandonment costs associated
with the properties. Initial production from the properties, net to
Intermountain interest, is estimated to be approximately 100 Mcf per
day.

### 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 29, 2004 | % Change | November 30, 2004
|------------------------- | ----------------- | -------- | -----------------
|Cash and cash equivalents | $     895,373     | (23)%    | $     686,176    
|                          |                   |          |                  
|Working capital           | $     926,435     | (16)%    | $     774,498    

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.

10-QSB 3<PAGE>

During the nine months ended November 30, 2003, Intermountain
realized a $224,000 increase in cash from operating activities and a $53,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $53,000 decrease in cash
from non-operating sources consisted mainly of the purchase of a working
interest in the Nebraska oil producing properties for approximately $50,000.

### Cash requirements as of November 30,
2004:

Estimated cash requirements for the next twelve months
include:

- $25,000 per month in normal general and administrative
costs
- $2,000 in estimated monthly costs associated with the
ownership and maintenance of Intermountain's refinery and 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 consist
of cash flows from operating activities 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, 2004 (as adjusted for projections of changes in production and prices over
the next twelve months) and estimates of operating cash flows from the newly
acquired New Mexico gas properties
- $2,000 per month from Farmington, NM office space
rental
- $3,000 per month from management fees charged to Red Hills
Manufacturing
- $700 per month interest and dividends earned on cash balances
and investments
- $3,200 per month from the rental of our asphalt storage and
manufacturing facility to Paramount Petroleum Corporation, plus an estimated
average of $12,000 per month in throughput fees based on estimated annual
asphalt product shipments of 12,000 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 | Nine months ended
|-------------------------------------------------------------------------- | ------------------ | -----------------
|                                                                           | November 30, 2003  | % Change         
|Revenues                                                                   | $     238,413      | 11%              
|Costs and Expenses                                                         | 124,774            | 43%              
|Net income before taxes                                                    | 113,639            | (24)%            
|Income taxes                                                               | -                  | (100)%           
|Net income before cumulative effect of change in accounting
principle      | 113,639            | (24)%            
|Cumulative effect of change in accounting for asset
retirement obligations | -                  | 0%               
|Net Income                                                                 | $    113,639       | (24)%            

#### 

#### Revenues:

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

10-QSB 4<PAGE>



|                                  | Three months ended | Nine months ended
|--------------------------------- | ------------------ | -----------------
|                                  | November 30, 2003  | % Change         
|Oil and gas production            | $     124,632      | 17%              
|Asphalt equipment rental and fees | 98,616             | 6%               
|Real estate rental                | 6,165              | (3)%             
|Consulting fees                   | 9,000              | 0 %              
|Total Revenues                    | $    238,413       | 11%              



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, 2003          | November 30, 2004        
|Natural gas produced, net (Mcf) | 45,917                     | 42,178                   
|Average selling price ($/Mcf)   | $2.56                      | $3.34                    
|Crude oil produced, net (Bbls)  | 268                        | 128                      
|Average selling price ($/Bbl)   | $26.56                     | $41.47                   

The decrease in oil and natural gas revenues for the nine
months ended November 30, 2004 as 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. It is estimated that natural gas production over the
remainder of the year will increase with the addition of the full production
from the New Mexico properties. Natural gas prices have remained comparatively
strong throughout the past two years. 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 prices. Due to concerns over
world oil supply and demand imbalances, crude oil sales prices have risen
substantially during the current year. Due to the complex economic factors
affecting energy prices, we are unable to predict the direction or magnitude of
future natural gas and crude oil price changes.

The increase in oil and natural gas revenues for the three
months ended November 30, 2004 as 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 that were 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.

The increase in oil and natural gas revenues for the nine
months ended November 30, 2003 as compared to the nine months ended November 30,
2002 consisted of a $179,000 increase in natural gas revenues and the addition
of $14,000 in oil revenues associated with the oil producing properties acquired
on March 1, 2003. The $179,000 increase in natural gas revenues included the one
time recognition of $22,000 from the resolution of a previously disputed
payment. The remaining increase was attributed to a $1.10 per Mcf (58%) increase
in the average natural gas price received along with a 1,200 Mcf (1%) increase
in natural gas produced. Intermountain did not have any oil production during
the three or nine month periods ended November 30, 2002.

10-QSB 5<PAGE>

The increase in oil and natural gas revenues for the three
months ended November 30, 2003 as compared to the three months ended November
30, 2002 consisted of a $35,000 increase in natural gas revenues and the
addition of $7,000 in oil revenues associated with the oil producing properties
acquired on March 1, 2003. The $35,000 increase in natural gas revenues was
attributed to a $0.41 per Mcf (19%) increase in the average natural gas price
received along with a 7,500 Mcf (20%) increase in natural gas
produced.

##### Real estate rental:

Real estate rental income declined by an average $60 per month
for the three month period ended November 30, 2004 as compared to the three
month period ended November 30, 2003 and declined by an average $31 per month
for the nine month period ended November 30, 2004 as compared to the nine month
period ended November 30, 2003. It is anticipated that real estate rental
revenues will remain level during the next twelve months as occupancy is near
capacity.

Real estate rental income remained relatively flat during the
three month period ended November 30, 2003 compared to the three month period
ended November 30, 2002. Real estate rental income increased by $1,800 ($200 per
month) during the nine month period ended November 30, 2003 as compared to the
nine month period ended November 30, 2002.

##### Asphalt storage and manufacturing:

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. The calendar 2004 paving season essentially ended in November
2004. Shipments of products for the 2005 paving season are expected to resume in
April or May of 2005. The first extended term of the lease contract covering the
asphalt facility was set to expire on December 31, 2004. However, the contract
has been extended for an additional year. Intermountain expects asphalt rental
and fees revenues to remain relatively constant over the next twelve
months.

The increase in asphalt equipment rental and fees for the
three and nine month periods ended November 30, 2003 compared to the three and
nine month periods ended November 30, 2002 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 $17,000 (15%) during the nine months ended November 30, 2003
compared to the nine months ended November 30, 2002 and increased by $10,000
(12%) during the three months ended November 30, 2003 compared to the three
month period ended November 30, 2002.

##### Consulting fee revenues:

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. Intermountain presently receives $3,000
per month for accounting and management services provided to Red Hills
Manufacturing. It is anticipated that consulting fee revenues will remain
constant for the next twelve months.

There was no change in consulting fee revenues for the three
and nine month periods ended November 30, 2003 compared to the three and nine
month periods ended November 30, 2002.

#### 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, 2003  | % Change         
|Cost of sales                                         | $     49,923       | 105%             
|General and administrative costs                      | 60,942             | 2%               
|Depletion, depreciation and amortization              | 15,765             | 2%               
|Accretion of discount on asset retirement
obligations | 712                | 30%              
|Interest and investment income, net                   | (2,568)            | (14)%            
|Total costs and expenses                              | $  124,774         | 43%              
|                                                      |                    |                  

10-QSB 6<PAGE>

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 costs of sales during the nine month period
ended November 30, 2004 compared to the nine month period 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, a $13,000 increase in well equipment repairs, a
$5,000 increase in gas reserve accounting costs, a $3,000 decrease in salt water
disposal costs, and a net $4,000 increase in all other production cost
categories. 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 $9,000 increase in environmental permitting and compliance
costs offset by a $1,000 decrease in facility insurance costs.

The increase in costs of sales for the three month period
ended November 30, 2004 compared to the three month period 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, a $15,000 increase in equipment repair costs, and a net $3,000
increase in all other production cost categories. 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.

The decrease in cost of sales during the nine month period
ended November 30, 2003 compared to the nine month period ended November 30,
2002 consisted of a $45,000 decrease in oil and natural gas production costs,
offset by a $3,000 increase in refinery and asphalt facility maintenance costs.
The decrease in oil and natural gas production costs consisted of a $57,000
decrease in natural gas production costs offset by the addition of $12,000 in
oil production costs associated with the oil producing property acquired on
March 1, 2003. Intermountain incurred no oil production costs during the nine
month period ended November 30, 2002. The decrease in natural gas production
costs was mainly attributed to a $41,000 decrease in well equipment repair
costs, a $12,000 decrease in property taxes, a $3000 decrease in salt water
disposal costs and a $1000 decrease in all other natural gas production cost
categories. The increase in refinery and asphalt facility maintenance costs
consisted of a $2,000 increase in environmental compliance costs, and a $2,000
increase in property taxes, offset by a $1,000 decrease in liability insurance
costs.

The decrease in cost of sales during the three month period
ended November 30, 2003 compared to the three month period ended November 30,
2002 consisted of a $42,000 decrease in oil and natural gas production costs
offset by a $1,000 increase in refinery and asphalt facility maintenance costs.
The decrease in oil and natural gas production costs consisted of a $45,000
decrease in natural gas production costs offset by the addition of $3,000 in oil
production costs associated with the oil producing property acquired on March 1,
2003. The decrease in natural gas production costs was mainly attributed to a
$30,000 decrease in well equipment repair costs, an $11,000 decrease in property
taxes, a $2,000 decrease in salt water disposal costs, and a $2,000 decrease in
all other natural gas production cost categories. The increase in refinery and
asphalt facility maintenance costs consisted of a $2,000 increase in property
taxes offset by a combined $1,000 decrease in all other facility maintenance
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 month period ended November 30, 2004 as compared to the nine month period
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.

10-QSB 7<PAGE>

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

The decrease in general and administrative expenses during the
nine month period ended November 30, 2003 as compared to the nine month period
ended November 30, 2002 was primarily due to a $12,000 decrease in officer life
insurance costs offset by a net $2,000 increase in all other cots
categories.

General and administrative expenses were relatively unchanged
during the three month period ended November 30, 2003 compared to the three
month period ended November 30, 2002 and there were no significant changes in
individual cost categories.

##### Depreciation and Depletion:

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 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.

The slight increase in depreciation and depletion expense
during the three and nine month periods ended November 30, 2003 compared to the
three and nine month periods ended November 30, 2002 was attributed to an
increase in natural gas production along with the addition of depletion on the
oil producing property acquired on March 1, 2003. Depreciation expense on the
Farmington, NM and Fredonia, AZ assets was relatively unchanged.

##### 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 decrease in interest and investment income for the nine
month ended November 30, 2004 compared to the nine month period 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 month period ended November 30,
2004 compared to the three month period 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

The increase in interest and investment income for the nine
months ended November 30, 2003 compared to the nine month period ended November
30, 2002 consisted of $7,000 increase in net investment income offset by a
$1,000 decrease in interest earned on cash balances. The decrease in interest
and investment income for the three months ended November 30, 2003 compared to
the three month period ended November 30, 2002 consisted of a $1,000 decrease in
interest earned on cash balances and a $15,000 decrease in investment earnings.
During the nine months ended November 30, 2002, Intermountain recognized a
$15,000 gain on the receipt of common stock from the demutualization of a life
insurance company. Intermountain incurred no interest expense during the three
and nine month periods ended November 30, 2003 and November 30, 2002
respectively.

### Changes in Accounting Principles:

Effective as of March 1, 2003, Intermountain implemented the
provisions of Financial Accounting Standards Board Statement No. 143 "Accounting
for Asset Retirement Obligations". The Statement addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The Statement is
applicable to Intermountain's obligation to incur future costs to plug and
abandon its oil and gas wells.

The Statement requires that the amount of future plugging
costs to be estimated and recorded, at their present value as of the date of
acquisition, as a liability with a corresponding increase in the capitalized
cost of the oil and gas assets.  Subsequently, the additional capitalized costs
are amortized to expense using the units of production method, and the discount
on the present value of the liability is amortized to accretion expense based on
the increase in the present value over the passage of time. Actual costs
incurred for plugging and abandonment activities are charged against the
liability instead of being charged to results of operations, as was the case
before implementation of the Statement.

Effective as of March 1, 2003, Intermountain recorded an
$18,593 charge to results of operations as recognition of the cumulative effect
of the change in accounting for plugging and abandonment costs associated with
its Kansas natural gas producing properties.

10-QSB 8<PAGE>

### 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 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. On December 9, 2004, 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.

### 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, 2004 through the solicitation
of proxies or otherwise.

### Other Information

Intermountain leases certain asphalt storage and processing
equipment located at its Fredonia, AZ refinery facility to Paramount Petroleum
Corporation under an agreement dated January 1, 2002. The first extended term of
the agreement was set to expire on December 31, 2004. However, the term has been
extended to December 31, 2005.

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

### Index to Financial Statements



|                                                                                            | Page
|------------------------------------------------------------------------------------------- | ----
|                                                                                            |     
|Balance Sheet as of November 30,
2004                                                       | 10  
|                                                                                            |     
|Statements of Operations and
Comprehensive Income/Loss for the three and nine month periods |     
|ended November
30, 2003 and November 30, 2004                                               | 11  
|                                                                                            |     
|Statements of Cash Flows for the
nine month periods ended                                   |     
|November 30, 2003
and November 30, 2004                                                     | 12  
|                                                                                            |     
|Notes to financial
statements                                                               | 13  
|                                                                                            |     

10-QSB 9<PAGE>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet - Unaudited                                                  |  |            
|November 30, 2004                                                          |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   686,176
|Accounts receivable                                                        |  | 147,807    
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 3,392      
|Total Current Assets                                                       |  | 839,765    
|Property, Plant and
Equipment, net of valuation allowances                 |  |            
|Land, buildings and
improvements                                           |  | 384,419    
|Equipment                                                                  |  | 164,930    
|Crude oil refining equipment                                               |  | 581,919    
|Oil and gas properties, (successful
efforts method) - Note C               |  | 1,473,390  
|                                                                           |  | 2,604,658  
|Less accumulated depletion and
depreciation                                |  | (1,852,111)
|                                                                           |  | 752,547    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 270,000    
|Available-for-sale
investments                                             |  | 96,721     
|Other assets                                                               |  | 36,835     
|                                                                           |  | 403,556    
|Total Assets                                                               |  | $ 1,995,868
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    62,827
|Taxes other than income
taxes                                              |  | 2,440      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 65,267     
|Deferred
Taxes                                                             |  | 10,327     
|                                                                           |  |            
|Asset  Retirement Obligations                                              |  | 29,712     
|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                                                          |  | 416,068    
|Accumulated other comprehensive gain                                       |  | 19,180     
|                                                                           |  | 1,890,562  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 1,995,868
|                                                                           |  |            
|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,
|                                                                                                                                                                                                                                                                              | 2003               | 2004              | 2003         | 2004        
|                                                                                                                                                                                                                                                                              | (Unaudited)        | (Unaudited)       | (Unaudited)  | (Unaudited) 
|Revenues                                                                                                                                                                                                                                                                      |                    |                   |              |             
|Oil and gas production
revenues                                                                                                                                                                                                                                               | $   124,632        | $   146,060       | $   460,245  | $   453,851 
|Asphalt equipment rental and fees                                                                                                                                                                                                                                             | 98,616             | 104,353           | 162,044      | 178,356     
|Real estate rental income                                                                                                                                                                                                                                                     | 6,165              | 5,985             | 18,765       | 18,485      
|Consulting fees                                                                                                                                                                                                                                                               | 9,000              | 9,000             | 27,000       | 27,000      
|                                                                                                                                                                                                                                                                              | 238,413            | 265,398           | 668,054      | 677,692     
|Costs and Expenses                                                                                                                                                                                                                                                            |                    |                   |              |             
|Cost of sales                                                                                                                                                                                                                                                                 | 49,923             | 102,563           | 139,235      | 196,821     
|General and administrative                                                                                                                                                                                                                                                    | 60,942             | 62,117            | 202,986      | 209,913     
|Depletion, depreciation and amortization
- Note B                                                                                                                                                                                                                             | 15,765             | 16,042            | 46,732       | 40,284      
|Accretion of discount on asset retirement obligations -
Note B                                                                                                                                                                                                                | 712                | 922               | 2,135        | 2,468       
|Interest and investment (income)/loss,
net                                                                                                                                                                                                                                    | (2,568)            | (2,928)           | (7,820)      | (7,147)     
|                                                                                                                                                                                                                                                                              | 124,774            | 178,716           | 383,268      | 442,339     
|Income From Operations Before Income
Taxes                                                                                                                                                                                                                                    | 113,639            | 86,682            | 284,786      | 235,353     
|                                                                                                                                                                                                                                                                              |                    |                   |              |             
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                          |                    |                   |              |             
|Current                                                                                                                                                                                                                                                                       | -                  | (2)               | -            | 60          
|Deferred                                                                                                                                                                                                                                                                      | -                  | -                 | -            | -           
|                                                                                                                                                                                                                                                                              | -                  | (2)               | -            | 60          
|                                                                                                                                                                                                                                                                              |                    |                   |              |             
|Net Income Before Cumulative Effect of Change in
Accounting Principle                                                                                                                                                                                                         | 113,639            | 86,684            | 284,786      | 235,293     
|Cumulative effect on prior years of change in accounting for
asset retirement obligations - Note B                                                                                                                                                                            | -                  | -                 | (18,593)     | -           
|Net Income                                                                                                                                                                                                                                                                    | 113,639            | 86,684            | 266,193      | 235,293     
|                                                                                                                                                                                                                                                                              |                    |                   |              |             
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                                                                                |                    |                   |              |             
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                   |                    |                   |              |             
|Unrealized holding gain arising during the period (net of
deferred tax expense of  $394 and $672 for the three and nine month periods
ended November 30, 2003, respectively and $5,183 and $7,553 for the three and
nine month periods ended November 30, 2004, respectively) | 732                | 9,628             | 1,248        | 14,030      
|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 (loss) income                                                                                                                                                                                                                                             | 732                | 9,628             | 1,248        | 14,615      
|                                                                                                                                                                                                                                                                              |                    |                   |              |             
|Comprehensive Income                                                                                                                                                                                                                                                          | $   114,371        | $    96,312       | $   267,441  | $   249,908 
|                                                                                                                                                                                                                                                                              | =========          | =========         | =========    | =========   
|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                                                                                                                                                                                                                                    |                    |                   |              |             
|Income before change in accounting
principle                                                                                                                                                                                                                                  | $      
0.10       | $      
0.08      | $    
 0.25  | $    
 0.20 
|Cumulative effect of change in accounting for asset
retirement obligations                                                                                                                                                                                                    | 0.00               | 0.00              | (0.02)       | 0.00        
|                                                                                                                                                                                                                                                                              | $      
0.10       | $      
0.08      | $    
 0.23  | $    
 0.20 
|                                                                                                                                                                                                                                                                              | ========           | ========          | ========     | ========    
|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                                                                                                                                                                                                                                                                                                                                                                                                                 
|Cumulative effect of change in accounting for asset
retirement obligations                                                                                                                                                                                                                                                                                                                                                 
|Adjustments to reconcile net loss to net
cash provided (used) by operating activities:                                                                                                                                                                                                                                                                                                                                     
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                   
|Accretion of discount on asset retirement
obligations                                                                                                                                                                                                                                                                                                                                                                      
|Loss on sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                             
|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 by Operating
Activities                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                                                       
|Settlement of asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                 
|Purchase of oil and gas producing properties - Note
B                                                                                                                                                                                                                                                                                                                                                                      
|Purchases of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                               
|Proceeds from the sale of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                  
|(Increase) decrease in cash value of life
insurance polices                                                                                                                                                                                                                                                                                                                                                                
|Proceeds from redemption of matured certificate of
deposit                                                                                                                                                                                                                                                                                                                                                                 
|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, 2003.                                                                                                                                                                                                                                                                                                                                    
|Intermountain paid income taxes of  $209 during the nine
month period ended November 30, 2004.                                                                                                                                                                                                                                                                                                                             
|Intermountain paid income taxes of  $100 during the nine
month period ended November 30, 2003.                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                           
|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.During the nine month period ended November 30,
2003, Intermountain's available for sale investments increased in value by
$1,248, net of deferred taxes of $672.                                
|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.
- Note C                                                                                                                                                                                              
|During the nine month period ended November 30, 2003, as a
result of a change in accounting for asset retirement obligations, Intermountain
recognized estimated asset retirement obligations of $33,538 and increased its
investment in oil and gas producing properties by the present value (as of the
date of acquisition) of estimated future obligations of $14,945, net of
accumulated depletion of $4,580. - Note B
|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, 2004 and the
statements of operations for the three and nine month periods ended November 30,
2003 and November 30, 2004, and the statements of cash flows for the nine month
periods ended November 30, 2003 and November 30, 2004 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, 2004, 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 29, 2004. The results of operations for the nine months ended November
30, 2004 are not necessarily indicative of the operating results for the full
year.

### Note B – Restatement of Prior Year
Amounts

Certain amounts in the statement of operations for the three
and nine month periods ended November 30, 2003 and the statement of cash flows
for the nine month period ended November 30, 2003 have been restated from the
amounts as previously reported in order to reflect the change in accounting for
asset retirement obligations. The change in accounting principle, which was
effective as of March 1, 2003, was implemented during the fourth quarter of the
fiscal year ended February 29, 2004.

### Note C – Acquisition of Gas Producing Properties in
New Mexico

Effective as of August 1, 2004, Intermountain acquired an
interest in several natural gas producing properties located in San Juan County
New Mexico for a cash purchase price of $411,429. The purchase consisted of an
estimated 12.48% net working interest (9.98% net revenue interest) in 15 natural
gas wells on 5,420 gross lease acres with estimated reserves of 380,000 Mcf, net
to Intermountain's interest. The properties are operated by an unrelated third
party. In addition to the cash purchase price of the properties, Intermountain
capitalized $6,600 representing the present value of estimated future plugging
and abandonment costs associated with the properties. Initial production from
the properties, net to Intermountain interest, is estimated to be approximately
100 Mcf per day.

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, 2004.

### Exhibits:

Of the following exhibits, exhibit 99.1 and exhibit 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                                                        
|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 January 14, 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: January 14,
2005William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: January 14,
2005Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 14<PAGE>

### Certifications Under New Exchange Act Rules 13a-14 and 15d-14



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 the 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:____January 14, 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 the 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:__January 14,
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: January 14, 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: January 14, 2005

/s/ Rick L. Hurt

Rick L. Hurt

Treasurer and Chief Financial Officer



10-QSB 18<PAGE>