AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



January 13, 2004



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, 2003



[   ]           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,
2003.

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, 2003                                             | 4   
|Results of Operations                                                                 | 4   
|Inflation, Deflation and Changing Prices                                              | 10  
|Controls and Procedures                                                               | 10  
|Legal Proceedings                                                                     | 11  
|Submission of Matters to a Vote of Security
Holders                                   | 11  
|Other Information                                                                     | 11  
|Index To Financial Statements                                                         | 11  
|Exhibits and Reports on Form 8-K                                                      | 16  
|Signatures                                                                            | 16  
|Certifications Under New Exchange Act Rules 13a-14 and
15d-14                         | 17  

10-QSB 2 <Page>

### Financial Statements of Intermountain

The financial statements of Intermountain as of  November 30,
2003 and for the three and nine month periods ended November 30, 2002 and
November 30, 2003 are included beginning on page 11 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, 2003 and results of operations for the three and nine month periods
ended November 30, 2002 and November 30, 2003, should be read in conjunction
with our financial statements and notes related thereto included elsewhere in
this report.

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

### Intermountain's Business Activities

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

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

Effective March 1, 2003, Intermountain acquired a 90% working
interest (72% net revenue interest) in oil producing properties in Kimball
County, Nebraska. The property consists of approximately 461 acres, net to
Intermountain’s interest, with two producing wells, two water flood
injection wells, one fresh water well, equipment and contracts.

### 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, 2003 | % Change | November 30, 2003
|------------------------- | ----------------- | -------- | -----------------
|Cash and cash equivalents | $     616,052     | 28%      | $     787,401    
|                          |                   |          |                  
|Working capital           | $     610,676     | 46%      | $     891,853    

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.

During the nine months ended November 30, 2002, Intermountain
realized a $46,000 increase in cash from operating activities and a $254,000
increase in cash from non-operating sources.  There were no significant or
unusual operating cash items during the period. The $254,000 increase in cash
from non-operating sources consisted of the collection of $199,000 in proceeds
from the prior sale of Intermountain's Fredonia, AZ shop building, the
redemption at maturity of a $20,000 certificate of deposit, the surrender of an
officer life insurance policy for $25,000 and an $11,000 decrease in the cash
surrender value of officer life insurance policies.

10-QSB 3 <Page>

### Cash requirements as of November 30,
2003:

Estimated cash requirements for the next twelve months
include:

- $24,000 per month in normal general and administrative costs;
and,
- $1,600 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:

- $34,000 per month net cash flow from estimated natural gas
operations based on results of operations during the nine months ended November
30, 2003 along with projections of production and prices during the next 12
months;
- $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 earned on cash balances;
- $3,200 per month from the rental of our asphalt storage and
manufacturing facility to Paramount Petroleum Corporation, plus an estimated
average of $8,300 per month in throughput fees based on estimated annual asphalt
product shipments of 10,000 tons during the 2004 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
|----------------------- | ------------------
|                        | November 30, 2002 
|Revenues                | $     187,086     
|Costs and Expenses      | 147,314           
|Net income before taxes | $      39,772     
|Income taxes            | -                 
|Net income              | $     39,772      
|                        | Nine months ended 
|                        | November 30, 2002 
|Revenues                | $   455,464       
|Costs and Expenses      | 437,302           
|Net income before taxes | $     18,162      
|Income taxes            | -                 
|Net income              | $    18,162       
|                        |                   



#### Revenues:

The increase in revenues for the three months ended November
30, 2003 compared to the three months ended November 30, 2002 consisted
of:

- $42,000 increase in oil and gas revenues; and,

10-QSB 4 <Page>

- $9,000 increase in asphalt equipment rental and
fees.

The increase in revenues for the nine
months ended November 30, 2003 compared to the nine months ended November 30,
2002 consisted of:

- $194,000 increase in oil and gas revenues;
- $17,000 increase in asphalt equipment rental and fees;
and,
- $2,000 increase in real estate rental
revenues.

The decrease in revenues for the
three months ended November 30, 2002 compared to the three months ended November
30, 2001 consisted of:

- $331,000 decrease in revenues associated with asphalt storage
and processing activities;
- $14,000 increase in natural gas production revenues;
and
- $6,000 increase in consulting fee
revenues.

The decrease in revenues for the
nine months ended November 30, 2002 compared to the nine months ended November
30, 2001 consisted of:

- $60,000 decrease in natural gas revenues;
- $647,000 decrease in revenues associated with asphalt storage
and processing activities;
- $3,000 decrease in real estate rental revenues;
and,
- $18,000 increase in consulting fee
revenues.

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 30,2002           | November 30,2003         
|Natural gas produced, net (Mcf) | 38,385                     | 45,917                   
|Average selling price ($/Mcf)   | $2.15                      | $2.56                    
|Crude oil produced, net (Bbls)  | 0                          | 268                      
|Average selling price ($/Bbl)   | N/A                        | $26.56                   



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. The increase in natural gas prices was generally
attributed to industry wide concerns over projected supply and demand imbalances
coupled with comparatively low natural gas storage levels recorded at the end of
the winter heating season and uncertainties concerning the war with Iraq. 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 oil producing properties, acquired on March 1, 2003, were
placed on a water flood operation during August 2003. Prior to being placed on
water flood, daily oil production from the properties was estimated to be
approximately 2.3 barrels per day. Since being placed on water flood, production
from the properties has not changed perceptively. We are unable to predict the
impact, if any, that the enhanced recovery operation will have on future
production rates or recoverable reserves. 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. The
increase in natural gas produced is attributed to a decrease in well equipment
failures experienced during the three month period ended November 30, 2003 as
compared to the three month period ended November 30, 2002.

The decrease in natural gas revenues for the nine months ended
November 30, 2002 as compared to the nine months ended November 30, 2001 was
attributed to a $0.21 per Mcf (10%) decrease in the average natural gas price
received along with a 14,800 Mcf (10%) decrease in natural gas produced. The
reduction in natural gas prices was generally attributed to the downturn in the
nations economy experienced during the prior 21 months. The decrease in natural
gas produced was attributed to lost production stemming from several significant
well equipment failures experienced during the summer of 2002 along with
projected well production decline rates.

The increase in natural gas revenues for the three months
ended November 30, 2002 as compared to the three months ended November 30, 2001
was attributed to a $0.66 per Mcf (44%) increase in the average natural gas
price received offset by  a 7,900 Mcf  (17%) decrease in natural gas produced.
The decrease in production was attributed to lost production caused by several
significant well equipment failures experienced during the three month period
ended November 30, 2002 along with projected well production decline
rates.

##### Real estate rental:

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. The increase was attributed to a
slight increase in occupancy during the period. 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 months ended November 30, 2002 compared to the three month period ended
November 30, 2001. Real estate rental income declined by $3,300, approximately
$370 per month, during the nine month period ended November 30, 2002 compared to
the nine month period ended November 30, 2001. Intermountain sold its Fredonia
shop building in February of 2002 which resulted in a $750 per month reduction
in real estate rental revenues beginning in March, 2002. The reduction in real
estate rental revenue was partially offset by an increase in occupancy at the
Farmington office building during 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, 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. While 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. Fees received for products
shipped increased by $10,000 (12%) during the three months ended November 30,
2003 compared to the three month period ended November 30, 2002. The calendar
2003 paving season essentially ended in November 2003. Shipments of products for
the 2004 paving season are expected to resume in April or May of 2004. The
initial term of the lease contract covering the asphalt facility was set to
expire on December 31, 2003. 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 decrease in revenues from asphalt products manufacturing
and storage for the three and nine month periods ended November 30, 2002
compared to the three and nine month periods ended November 30, 2001 is directly
a result of the January 1, 2002 change in the operating agreement with
Paramount. During the nine month period ended November 30, 2002, Intermountain
recognized $29,000 from equipment rental plus $116,000 in fees for products
shipped by Paramount from the facility compared to $792,000 recognized during
the nine month period ended November 30, 2001 on the sale of asphalt products by
Intermountain. During the three month period ended November 30, 2002,
Intermountain recognized $10,000 from equipment rental plus $79,000 in fees for
products shipped from the facility compared to $420,000 recognized during the
three months ended November 30, 2001 on the sale of asphalt products by
Intermountain.

10-QSB 6 <Page>

##### Consulting fee revenues:

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. 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.

The increase in consulting fee revenues for the three and nine
month periods ended November 30, 2002 compared to the three and nine month
periods ended November 30, 2001 was the direct result of the $2,000 increase in
the monthly fee for accounting and management services provided to Red Hills
Manufacturing.

#### Costs and Expenses:

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





|                                           | Three Months Ended
|------------------------------------------ | ------------------
|                                           | November 30, 2002 
|Cost of sales                              | $     90,687      
|General and administrative costs           | 61,177            
|Depletion, depreciation and amortization   | 13,545            
|Interest and investment income, net        | (18,095)          
|Total costs and expenses                   | $ 147,314         
|                                           |                   
|                                           | Nine Months Ended 
|                                           | November 30, 2002 
|Cost of sales                              | $     180,765     
|General and administrative costs           | 214,348           
|Depletion, depreciation and amortization   | 44,437            
|Interest and investment (income) loss, net | (2,248)           
|Total costs and expenses                   | $ 437,302         

Costs and expenses decreased overall by $57,000 during the
nine month period ended November 30, 2003 compared to the nine month period
ended November 30, 2002. The decrease in costs and expenses consisted of a
$42,000 decrease in cost of sales, an $11,000 decrease in general and
administrative costs, and a $6,000 increase in net interest and investment
income, offset by a $2,000 increase in depletion, depreciation and amortization
expenses.

Costs and expenses decreased overall by $23,000 during the
three month period ended November 30, 2003 compared to the three month period
ended November 30, 2002. The decrease in costs and expenses consisted of a
$41,000 decrease in cost of sales offset by a $2,000 increase in depletion,
depreciation and amortization, and a $16,000 decrease in net interest and
investment income.

Costs and expenses decreased overall by $878,000 during the
nine month period ended November 30, 2002 compared to the nine month period
ended November 30, 2001. The decrease in costs and expenses consisted of an
$832,000 decrease in cost of sales, a $33,000 decrease in general and
administrative costs, a  $17,000 decrease in depletion and depreciation expense,
and a $4,000 decrease in bad debt expense, offset by a $8,000 decrease in net
interest and investment income.

Costs and expenses decreased overall by $450,000 during the
three month period ended November 30, 2002 compared to the three month period
ended November 30, 2001. The decrease in costs and expenses consisted of a
$419,000 decrease in cost of sales, a $3,000 decrease in general and
administrative costs,  a $6,000 decrease in depreciation and amortization
expense, a $4,000 decrease in bad debt expense, and an $18,000 increase in net
interest and investment income.

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 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.

10-QSB 7 <Page>

The decrease in oil and natural gas production costs during
the nine months ended November 30, 2003 compared to the nine months ended
November 30, 2002 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 for the nine months ended November 30, 2003 compared to the nine months
ended November 30, 2002 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 for the
three months ended November 30, 2003 compared to the three months ended November
30, 2002 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 for the three months ended November 30, 2003 compared to the three months
ended November 30, 2002 consisted of a $2,000 increase in property taxes offset
by a combined $1,000 decrease in all other facility maintenance
costs.

The decrease in cost of sales during the nine month period
ended November 30, 2002 as compared to the nine month period ended November 30,
2001 consisted of a $903,000 decrease in asphalt manufacturing and storage costs
offset by a $71,000 increase in natural gas production costs.

The decrease in asphalt manufacturing and storage costs was
directly the result of the January 1, 2002 change in the operating agreement
with Paramount wherein Intermountain is no longer responsible for the direct
operation of the facility. During the nine month period ended November 30, 2002,
Intermountain incurred approximately $11,000 for insurance, property taxes, and
ongoing maintenance costs associated with the refining and asphalt
facility.

The increase in natural gas production costs during the nine
month period ended November 30, 2002 compared to the nine month period ended
November 30, 2001 consisted of a $60,000 increase in well equipment repairs
costs, a $10,000 increase in property taxes, and a $5,000 increase in salt water
disposal costs, offset by a $1,000 overall decrease in all other natural gas
production costs. During the nine month period ended November 30, 2002,
Intermountain incurred $86,000 for well equipment repairs compared to $26,000
incurred during the nine month period ended November 30, 2001. A well casing
water leak in one of Intermountain's larger wells accounted for nearly half of
the increase in well equipment repairs incurred during the nine month period
ended November 30, 2002. Well pump, production tubing and surface equipment
failures occur randomly and the timing and cost of repairs cannot be accurately
predicted.

The decrease in cost of sales during the three month period
ended November 30, 2002 as compared to the three month period ended November 30,
2001 consisted of a $463,000 decrease in asphalt manufacturing and storage costs
offset by a $44,000 increase in natural gas production costs.

The decrease in asphalt manufacturing and storage costs during
the three month period ended November 30, 2002 compared to the three month
period ended November 30, 2001 is attributed to the January 1, 2002 operating
agreement change with Paramount as previously discussed. During the three month
period ended November 30, 2002, Intermountain incurred $5,000 for insurance,
property taxes, and ongoing maintenance costs associated with the refining and
asphalt facility.

The increase in natural gas production costs during the three
month period ended November 30, 2002 compared to the three month period ended
November 30, 2001 consisted of a $33,000 increase in well equipment repairs, a
$9,000 increase in property taxes, and a $2,000 increase in salt water disposal
costs. During the three month period ended November 30, 2002, Intermountain
incurred $41,000 in well equipment repair costs compared to $8,000 incurred
during the same period of the prior year.

10-QSB 8 <Page>

##### 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 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.
Changes in other general and administrative cost categories included a $3,000
increase in group insurance costs, a $1,000 increase in corporate filing fees, a
$2,000 decrease in office supplies.

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. Significant changes to individual cost
categories included a $1,000 increase in group insurance costs that was offset
by a $1,000 decrease in legal and accounting services costs.

The decrease in general and administrative expenses during the
nine month period ended November 30, 2002 as compared to the nine month period
ended November 30, 2001 was primarily due to a $28,000 decrease in legal,
accounting and printing costs that were directly related to Intermountain's Form
S-1 registration and subsequent distribution of common stock that was completed
during the prior year. During the nine month period ended November 30, 2002,
Intermountain incurred $21,000 in professional legal, accounting and printing
costs compared to $49,000 incurred during the same period of the prior year.
Other significant changes during the nine month period ended November 30, 2002
as compared to the same period during the prior year included a $5,000 decrease
in travel costs offset by a $3,000 increase in office supplies. During the nine
month period ended November 30, 2001, Intermountain incurred approximately
$8,000 in travel costs related to contract negotiations and recommissioning of
the electric generation equipment. During the nine month period ended November
30, 2002, Intermountain incurred approximately $3,000 in travel costs. The
increase in office supplies expenses was primarily due to the purchase of
office equipment supplies, such as printer and copier cartridges, during the
nine month period ended November 30, 2002 which is seen more as a timing
difference rather than a trend.  There were no significant changes in other
general and administrative cost categories during the nine month period ended
November 30, 2002 as compared to the same period of the prior year.

The decrease in general and administrative expenses during the
three month period ended November 30, 2002 as compared to the three month period
ended November 30, 2001 was substantially attributed to a $2,000 decrease in
Farmington office building maintenance costs and a net $1,000 decrease in all
other administrative cost categories.

##### Depreciation and Depletion:

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 a slight
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.

The decline in depreciation and depletion expense during the
nine month period ended November 30, 2002 compared to the same period during the
prior year consisted of a $2,000 decrease in natural gas depletion expense, a
$12,000 decrease in Farmington office building depreciation, and a $3,000
decrease in depreciation on refining and asphalt manufacturing and storage
assets. The decline in depreciation and depletion expense during the three month
period ended November 30, 2002 compared to the same period during the prior year
consisted of a $1,000 decrease in natural gas depletion expense, a $4,000
decrease in Farmington office building depreciation, and a $1,000 decrease in
depreciation on refining and asphalt manufacturing and storage assets. The
decrease in the Farmington office building depreciation was the result of the
original capitalized cost of the Farmington office being fully depreciated in
February, 2002. The decrease in depreciation of the Fredonia assets was the
result of the sale of the refinery office and shop building in February, 2002.
The decrease in depletion expense was the result of lower production of gas
during the three and nine month periods ended November 30, 2002 compared to the
same periods during the prior year.

##### 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.

10-QSB 9 <Page>

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. During the nine months
ended November 30, 2002, Intermountain recognized a loss on the disposal of
investments held for resale that was partially offset by dividends received
along with a gain recognized on the receipt of common stock associated with the
demutualization of a life insurance company. During the nine month period ended
November 30, 2003, investment income consisted only of dividends received on its
investments held for resale. The decline in interest earned on cash balances is
attributed to a significant decline in interest rates compared to the prior
year. Intermountain incurred no interest expense during the nine month periods
ended November 30, 2003 and November 30, 2002 respectively.

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. The reduction in interest earned on
cash balances was attributed to a reduction in interest rates. 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.
Dividend income on investments held for resale was relatively unchanged.

The decrease in interest and investment income for the nine
months ended November 30, 2002 compared to the nine month period ended November
30, 2001 consisted of a $10,000 decrease in interest income and a $6,000
decrease in earnings on investments offset by an $8,000 decrease in interest
expense. The decrease in interest income was attributed to a decrease in average
cash balances and by significantly lower interest rates on bank deposits during
the nine month period ended November 30, 2002 compared to the nine month period
ended November 30, 2001. The decrease in investment income during the nine month
period ended November 30, 2002 was due to the recognition of a $21,000 loss on
the sale of mutual fund investments that had been declining in value over the
prior two years offset by a $15,000 gain on the receipt of common stock from the
demutualization of a life insurance company. Interest expense was $0 for the
nine month period ended November 30, 2002 compared to $8,000 during the same
period during the prior year. The decrease in interest expense was the result of
the retirement of the credit line payable during the prior year.

The increase in interest and investment income for the three
month period ended November 30, 2002 compared to the three month period ended
November 30, 2001 consisted of a $5,000 decrease in interest expense, a $2,000
decrease in interest income, and a $15,000 increase in earnings on investments.
The increase in earning on investments was primarily due to the gain recognized
on the life insurance company demutualization, as previously discussed. The
decrease in interest income was attributed to lower interest rates during the
three month period ended November 30, 2002 as compared to the same period of the
prior year.  The decline in interest expense during the three month period ended
November 30, 2002 was the result of the retirement of the credit line payable
during the prior year. Interest expense on the credit line was approximately
$5,000 during the three month period ended November 30, 2001. Intermountain
incurred no interest expense during the three month period ended November 30,
2002.

### 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 November 17, 2003, 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 10 <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 November 30, 2003 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 primary term of the
agreement was set to expire on December 31, 2003. However, the term has been
extended to December 31, 2004.



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

### Index to Financial Statements



|                                                                                            | Page
|------------------------------------------------------------------------------------------- | ----
|                                                                                            |     
|Balance Sheet as of November 30,
2003                                                       | 12  
|                                                                                            |     
|Statements of Operations and
Comprehensive Income/Loss for the three and nine month periods |     
|ended November
30, 2002 and November 30, 2003                                               | 13  
|                                                                                            |     
|Statements of Cash Flows for the
nine month periods ended                                   |     
|November 30, 2002
and November 30, 2003                                                     | 14  
|                                                                                            |     
|Notes to financial
statements                                                               | 15  
|                                                                                            |     



10-QSB 11 <Page>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet - Unaudited                                                  |  |            
|November 30, 2003                                                          |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   787,401
|Accounts receivable                                                        |  | 140,159    
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 2,660      
|Total Current Assets                                                       |  | 932,610    
|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 B               |  | 1,035,836  
|                                                                           |  | 2,167,104  
|Less accumulated depletion and
depreciation                                |  | (1,792,575)
|                                                                           |  | 374,529    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 515,000    
|Available-for-sale
investments                                             |  | 69,300     
|Other assets                                                               |  | 35,845     
|                                                                           |  | 620,145    
|Total Assets                                                               |  | $ 1,927,284
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    38,424
|Taxes other than income
taxes                                              |  | 2,333      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 40,757     
|Deferred
Taxes                                                             |  | 1,672      
|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                                                          |  | 426,436    
|Accumulated other comprehensive gain                                       |  | 3,105      
|                                                                           |  | 1,884,855  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 1,927,284
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            

10-QSB 12 <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,
|                                                                                                                                                                                                                                                                                                   | 2002               | 2003              | 2002         | 2003        
|                                                                                                                                                                                                                                                                                                   | (Unaudited)        | (Unaudited)       | (Unaudited)  | (Unaudited) 
|Revenues                                                                                                                                                                                                                                                                                           |                    |                   |              |             
|Oil and gas production revenues - Note
B                                                                                                                                                                                                                                                           | $    82,708        | $   124,632       | $   266,425  | $   460,245 
|Asphalt equipment rental and fees                                                                                                                                                                                                                                                                  | 89,078             | 98,616            | 145,113      | 162,044     
|Real estate rental income                                                                                                                                                                                                                                                                          | 6,300              | 6,165             | 16,926       | 18,765      
|Consulting fees                                                                                                                                                                                                                                                                                    | 9,000              | 9,000             | 27,000       | 27,000      
|                                                                                                                                                                                                                                                                                                   | 187,086            | 238,413           | 455,464      | 668,054     
|Costs and Expenses                                                                                                                                                                                                                                                                                 |                    |                   |              |             
|Cost of sales                                                                                                                                                                                                                                                                                      | 90,687             | 49,923            | 180,765      | 139,235     
|General and administrative                                                                                                                                                                                                                                                                         | 61,177             | 60,942            | 214,348      | 202,986     
|Depletion, depreciation and
amortization                                                                                                                                                                                                                                                           | 13,545             | 15,495            | 44,437       | 46,149      
|Interest and investment (income)/loss,
net                                                                                                                                                                                                                                                         | (18,095)           | (2,578)           | (2,248)      | (7,830)     
|                                                                                                                                                                                                                                                                                                   | 147,314            | 123,782           | 437,302      | 380,540     
|Income From Operations Before Income
Taxes                                                                                                                                                                                                                                                         | 39,772             | 114,631           | 18,162       | 287,514     
|                                                                                                                                                                                                                                                                                                   |                    |                   |              |             
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                                               |                    |                   |              |             
|Current                                                                                                                                                                                                                                                                                            | -                  | -                 | -            | -           
|Deferred                                                                                                                                                                                                                                                                                           | -                  | -                 | -            | -           
|                                                                                                                                                                                                                                                                                                   | -                  | -                 | -            | -           
|                                                                                                                                                                                                                                                                                                   |                    |                   |              |             
|Net Income - Note A                                                                                                                                                                                                                                                                                | 39,772             | 114,631           | 18,162       | 287,514     
|                                                                                                                                                                                                                                                                                                   |                    |                   |              |             
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                                                                                                     |                    |                   |              |             
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                                        |                    |                   |              |             
|Unrealized holding gain (loss) arising during the period
(net of deferred tax benefit (expense) of  $(1,197) and $338 for the three and
nine month periods ended November 30, 2002, respectively and $(394) and $(672)
for the three and nine month periods ended November 30, 2003,
respectively) | 2,223              | 732               | (624)        | 1,248       
|Reclassification adjustment for losses included in net loss
(net of deferred taxes of $7,399 for the nine month period ended November 30,
2002)                                                                                                                                                    | -                  | -                 | 13,740       | -           
|Other comprehensive (loss) income                                                                                                                                                                                                                                                                  | 2,223              | 732               | 13,116       | 1,248       
|                                                                                                                                                                                                                                                                                                   |                    |                   |              |             
|Comprehensive Income                                                                                                                                                                                                                                                                               | $    41,995        | $   115,363       | $    31,278  | $   288,762 
|                                                                                                                                                                                                                                                                                                   | =========          | =========         | =========    | =========   
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                                                                                                      | 1,155,609          | 1,155,609         | 1,155,609    | 1,155,609   
|                                                                                                                                                                                                                                                                                                   |                    |                   |              |             
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                                                                                                         |                    |                   |              |             
|Net income per common share                                                                                                                                                                                                                                                                        | $      
0.03       | $      
0.10      | $    
 0.02  | $    
 0.25 
|                                                                                                                                                                                                                                                                                                   | ========           | ========          | ========     | ========    
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                         |                    |                   |              |             

10-QSB 13 <Page>



|Intermountain Refining Co.,
Inc.Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Cash Flows From Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Adjustments to reconcile net loss to net
cash provided (used) by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Loss on sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Gain on receipt of stock from insurance company
demutualization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Collection of account receivable from related party from
sale of building                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Purchase of oil 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 Provided (Used) by Investing
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Increase 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, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Intermountain paid interest of $0 during the nine month
period ended November 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Intermountain paid income taxes of  $100 during the nine
month period ended November 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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, 2002, Intermountain's available for sale investments increased in
value by $13,116, net of deferred taxes of $7,061. The $13,116 increase in value
included a $13,740, net of deferred taxes of $7,399, increase resulting from the
sale of mutual fund investments that had previously declined in market value.
The loss on the sale of the investments has been recognized and included in
results of operations for the nine month period ended November 30,
2002.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.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

10-QSB 14 <Page>

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

The accompanying balance sheet as of November 30, 2003 and the
statements of operations for the three and nine month periods ended November 30,
2002 and November 30, 2003, and the statements of cash flows for the nine month
periods ended November 30, 2002 and November 30, 2003 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, 2003, 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, 2003. The results of operations for the nine months ended November
30, 2003 are not necessarily indicative of the operating results for the full
year.

Intermountain's financial statements for the nine months ended
November 30, 2003 have been prepared on a going concern basis which contemplates
the realization of assets and the settlement of liabilities and commitments in
the normal course of business.  Intermountain has positive working capital
and positive stockholders' equity at November 30, 2003 and has no debt service
requirements.  Management believes that the current revenue stream would allow
Intermountain to sustain its operations on an ongoing basis for at least the
next fiscal year.

Intermountain is presently exploring additional means to
improve revenues and cash flows. Additional opportunities may include:  the
disposal, by outright sale or equity contribution, of unutilized and
underutilized petroleum refining and processing equipment; the acquisition of
additional oil and gas operating interests; the participation in petroleum
processing projects; and, participating in an industry related merger and/or
acquisition. However, there can be no assurance that management will be
successful in implementing any of these plans.

### Note B – Acquisition of Working Interest in Oil
Producing Properties:

On March 1, 2003, Intermountain acquired a 90% working
interest (72% net revenue interest) in a developed oil producing property in
Kimball County, Nebraska, for $50,105.  The acquisition included approximately
461 acres, net to Intermountain’s interest, with two producing wells, two
water flood injection wells, a fresh water well, and associated production
equipment. Intermountain initially estimated that recoverable reserves, net to
Intermountain’s interest, were approximately 15,400 barrels of oil.

In August 2003, the production unit was converted to a water
flood operation to enhance oil recovery. The impact of the enhanced recovery
operation on daily production rates and recoverable reserves has not yet been
determined. The initial reserve estimate was based on an analysis prepared
internally by Intermountain using limited historical production information,
without regard to the potential impact of enhanced recovery operations, along
with estimates of future operating costs, and decline rates.

The $50,105 investment in the oil producing property has been
capitalized as proven developed reserves and is being amortized using the units
of production method. Results of operations for the oil producing property are
included in the accompanying statement of operations for the three and nine
month periods ended November 30, 2003.

10-QSB 15 <Page>

### Exhibits and Reports on Form 8-K

### Reports on Form 8-K:

On September 17, 2003, Intermountain filed a Form 8-K, and
subsequent amendment, reporting a change in Intermountain's certifying
accountant.

### 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                                                                               
|10.1    | Stock Purchase Agreement                                                             
|10.2    | Novation Agreement                                                                   
|10.2.1  | Amendment No. 1 to the Novation Agreement                                            
|10.3    | Trust Agreement                                                                      
|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 13, 2004.

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 13,
2004William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: January 13,
2004Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 16 <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:
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:
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 13, 2004_________________

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 17 <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:
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:
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 13,
2004___________________

/s/__William N. Hagler_______________

William N. Hagler, President, Director

10-QSB 18 <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.





January 13, 2004
/s/ William N. Hagler

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

Date
William N. Hagler

President and Chief Executive Officer

10-QSB 19 <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.





January 13, 2004
/s/ Rick L. Hurt

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

Date
Rick L. Hurt

Treasurer and Chief Financial Officer





10-QSB 20 <Page>