AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



7/15/03



SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.  20549



### FORM 10-QSB

(Mark One)

[  X ]          QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the quarterly period ended:May
31, 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 June 30,
2003.Transitional Small Business Disclosure
Format (Check One): Yes[ ] No [X]

10-QSB 1<PAGE>

### Table of Contents





|                                                                                     | Page
|------------------------------------------------------------------------------------ | ----
|Financial Statements of Intermountain                                                | 3   
|Managements Discussion and Analysis of Financial Condition
and Results of Operations | 3   
|Intermountain's Business Activities                                                  | 3   
|Liquidity and Capital Resources                                                      | 3   
|Cash Requirements as of May 31, 2003                                                 | 4   
|Results of Operations                                                                | 4   
|Inflation, Deflation and Changing Prices                                             | 8   
|Controls and Procedures                                                              | 8   
|Legal Proceedings                                                                    | 8   
|Submission of Matters to a Vote of Security
Holders                                  | 8   
|Changes in Securities                                                                | 8   
|Index To Financial Statements                                                        | 9   
|Exhibits and Reports on Form 8-K                                                     | 14  

10-QSB 2<PAGE>

### Financial Statements of Intermountain

The financial statements of Intermountain as of May 31, 2003
and for the three month periods ended May 31, 2002 and May 31, 2003 are included
beginning on page 9 of this report.

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

The following discussion of our financial condition as of May
31, 2003 and results of operations for the three month periods ended May 31,
2002 and May 31, 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.  However, due to
projected declines in natural gas production rates, we recognize that it will be
necessary to develop additional sources of cash flow to avoid depletion of cash
and working capital in the future.

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



|                          | February 28, 2003 | % Change | May 31,    2003
|------------------------- | ----------------- | -------- | ---------------
|Cash and cash equivalents | $     616,052     | 5%       | $     649,166  
|                          |                   |          |                
|Working capital           | $     610,676     | 7%       | $     653,743  

During the three months ended May 31, 2003, Intermountain
realized an $84,000 increase in cash from operating activities and a $51,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $51,000 decrease in cash
from non-operating sources consisted mainly of the purchase of the working
interest in the Nebraska oil producing properties for approximately
$50,000.

During the three months ended May 31, 2002, Intermountain
realized a $14,000 increase in cash from operating activities and a $200,000
increase in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $200,000 increase in cash
from non-operating sources consisted mainly of the collection of $199,000 in
proceeds from the prior sale of Intermountain's Fredonia, AZ shop
building.

10-QSB 3<PAGE>

### Cash requirements as of May 31, 2003:

Estimated cash requirements for the next twelve months
include:

- $24,000 per month in normal general and administrative costs
including costs to operate our Farmington office building; 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:

- $22,000 per month net cash flow from estimated oil and
natural gas operations based on results of operations during the three months
ended May 31, 2003 along with projections of production and prices during the
next 12 months;
- $2,000 per month from Farmington office space
rental;
- $3,000 per month from management fees charged to Red Hills
Manufacturing;
- $800 per month interest earned on cash balances;
- $3,200 per month from the rental of our asphalt storage and
manufacturing facility to Paramount, 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 2003 paving season.

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

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

### Results of Operations:

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







|                               | Three months ended
|------------------------------ | ------------------
|                               | May 31, 2002      
|Revenues                       | $     121,088     
|Costs and Expenses             | 140,239           
|Net income (loss) before taxes | $    (19,151)     
|Income taxes                   | -                 
|Net income (loss)              | $    (19,151)     



#### Revenues:

The increase in revenues for the three months ended May 31,
2003 compared to the three months ended May 31, 2002, consisted of:

- $80,000 increase in oil and natural gas revenues;

10-QSB 4<PAGE>

- $2,000 increase in real estate
rental.

The decrease in revenues for the three
months ended May 31, 2002 compared to the three months ended May 31, 2001,
consisted of:

- $58,000 decrease in natural gas revenues;
- $2,000 decrease in asphalt product sales and asphalt
equipment manufacturing and storage equipment rental revenues;
- $2,000 decrease in real estate rental revenues;
- $6,000 increase in consulting
fees.

Changes in individual components of
revenues are discussed below:

##### Oil and Natural gas revenues:

The increase in oil and natural gas revenues for the three
months ended May 31, 2003 as compared to the three months ended May 31, 2002
consisted of a $77,000 increase in natural gas revenues and the addition of
$3,000 in oil revenues associated with the oil producing properties acquired on
March 1, 2003. The increase in natural gas revenues consisted of a $1.81 per Mcf
(100%) increase in selling prices offset by a 3,900 Mcf (8%) decrease in natural
gas produced. The selling price realized for natural gas was $3.62 per Mcf for
the three month period ended May 31, 2003 compared to $1.81 per Mcf realized
during the same period of the prior  year. The quantity of natural gas produced,
net to Intermountain’s interest, was 46,506 Mcf for the three month period
ended May 31, 2003 compared to 50,409 Mcf for the three month period ended May
31, 2002. 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. While it is
anticipated that natural gas prices will normally decline during the summer
months, 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.

Oil production for the three month period ended May 31, 2003
amounted to 127 barrels, net to Intermountain’s interest, with an average
selling price of $25.58 per barrel. Current production rates from the newly
acquired property is approximately 3 barrels per day, net to
Intermountain’s interest. The operator of the property is presently
implementing a water flood operation in an effort to improve production rates.
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 month period
ended May 31, 2002.

The decrease in natural gas revenues for the three months
ended May 31, 2002 as compared to the three months ended May 31, 2001 was
attributed to an average $1.13 per Mcf (38%) decrease in selling prices along
with a 500 Mcf (1%) decrease in natural gas produced. The average selling price
realized for the natural gas was $1.81 per Mcf for the three month period ended
May 31, 2002 compared to $2.94 per Mcf realized during the same period of the
prior year. The quantity of natural gas produced, net to Intermountain's
interest, was 50,409 Mcf for the three month period ended May 31, 2002 compared
to 50,883 Mcf during the same period of the prior year.

10-QSB 5<PAGE>

##### Real estate rental:

The increase in real estate rental during the three month
period ended May 31, 2003 compared to the same period of the prior year
consisted of an average $580 per month increase in rental income from
Intermountain’s Farmington, NM office building due to increased occupancy
compared to the prior year period.  Rental revenues from Intermountain's
Farmington, NM office building are expected to remain unchanged over the
remainder of the current year as occupancy is near capacity.

The decrease in real estate rental during the three month
period ended May 31, 2002 compared to the same period of the prior year
primarily consisted of a $750 per month reduction in real estate rental revenue
from Intermountain's Fredonia, AZ shop building which was sold in February 2002.

##### Asphalt facility rental and fees:

Asphalt facility rental and fees remained essentially
unchanged during the three month period ended May 31, 2003 compared to the three
month period ended May 31, 2002. It is estimated that fees recognized for
products shipped by Paramount will increase during the next several months
consistent with the seasonal nature of asphalt paving and repair activities.

The decrease in revenues from asphalt products manufacturing
and storage for the three months ended May 31, 2002 as compared to the same
period of the prior year was attributed to the January 1, 2002 change in the
operating agreement with Paramount. During the three month period ended May 31,
2002, Intermountain recognized $9,600 from equipment rental plus $6,800 in fees
for products shipped by Paramount from the Fredonia, AZ facility. During the
three month period ended May 31, 2001, Intermountain recognized $18,000 from the
sale of asphalt products from the facility.

##### Consulting fee revenues:

Consulting fee revenues were unchanged for the three month
period ended May 31, 2003 compared to the three month period ended May 31, 2002.
It is anticipated that consulting fee revenues will remain constant for the
remainder of the current year.

Consulting fee revenues increased by $6,000 for the three
month period ended May 31, 2002 compared to the same period of the prior year.
The increase is attributed to the $2,000 per month increase in accounting and
managements fees charged to Red Hills that became effective January 1,
2002.



#### Costs and Expenses:

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





|                                         | Three Months Ended
|---------------------------------------- | ------------------
|                                         | May 31, 2002      
|Cost of sales                            | $    47,950       
|General and administrative costs         | 79,210            
|Depletion, depreciation and amortization | 15,387            
|Interest and investment income, net      | (2,308)           
|Total costs and expenses                 | $ 140,239         
|                                         |                   

Costs and expenses decreased overall by $15,500 during the
three month period ended May 31, 2003 compared to same period during the prior
year. The decrease consisted of a $10,000 decrease in cost of sales, a $5,000
decrease in general and administrative expenses, and a $500 increase in interest
and investment income.

Costs and expenses decreased overall by $57,000 during the
three month period ended May 31, 2002 compared to the same period during the
prior year. The decrease consisted of a $36,000 decrease in cost of sales, a
$21,000 decrease in general and administrative costs, and a $5,000 decrease in
depreciation and depletion expense, offset by a $5,000 decrease 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 for the three month period ended
May 31, 2003 as compared to the three month period ended May 31, 2002 consisted
of an $11,000 decrease in oil and natural gas production costs offset by a
$1,000 increase in asphalt and refinery facility costs.

10-QSB 6<PAGE>

The decrease in oil and natural gas production costs consisted
of a $13,000 decrease in natural gas production costs offset by the addition of
$2,000 of costs associated with the newly acquired oil producing property. The
decrease in natural gas production costs was primarily attributed to a $12,000
reduction in gas well repair costs due to a decrease in the number of well
equipment failures experienced during three month period ended May 31, 2003 as
compared to the same period during the prior year. Well pump, production tubing
and surface equipment failures occur randomly and the timing and cost of repairs
cannot be accurately predicted. There were no significant changes in other
individual natural gas production costs categories for the three month period
ended May 31, 2003 as compared to the same period during the prior year.

The decrease in cost of sales during the three month period
ended May 31, 2002 as compared to the three month period ended May 31, 2001
consisted of a $52,000 decrease in asphalt manufacturing and storage costs
offset by a $17,000 increase in natural gas production costs.

The increase in natural gas production costs was substantially
attributed to an increase in well equipment repairs. During the three month
period ended May 31, 2002, Intermountain incurred $25,000 in well equipment
repair costs compared to $8,000 incurred during the same period of the prior
year. Intermountain experienced three significant well equipment failures during
the three month period ended May 31, 2002. There were no significant well
equipment failures encountered during the three month period ended May 31, 2001.
There were no significant changes in other natural gas production cost
categories for the three month period ended May 31, 2002 compared to the same
period of the prior year.

The decrease in operating costs associated with the asphalt
and refinery facility during the three month period ended May 31, 2002 compared
to the same period of the prior year was primarily due to the January 1, 2002
change in the operating agreement previously discussed. During the three month
period ended May 31, 2002, Intermountain incurred $4,000 in costs associated
with the operation and maintenance of the asphalt and refinery facility compared
to $56,000 incurred during the same period of the prior year.

##### 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
three months ended May 31, 2003 compared to the three months ended May 31, 2002
was primarily due to a $2,000 decrease in legal and accounting costs, a $2,000
decrease in officer life insurance expense and a $1,000 decrease in building
maintenance costs.

The decrease in general and administrative expenses during the
three months ended May 31, 2002 compared to the three months ended May 31, 2001
was primarily due to a $19,000 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. All other general and administrative cost categories decreased overall by
$3,000 during the three month period ended May 31, 2002 compared to the same
period in the prior year.

##### Depreciation and Depletion:

Depreciation and depletion expense was relatively unchanged
for the three month period ended May 31, 2003 compared to the three month period
ended May 31, 2002.

The decline in depreciation and depletion expense for the
three month period ended May 31, 2002 compared to the same period in the prior
year was primarily attributed to a $4,000 reduction in depreciation on
Intermountain's Farmington, NM office building. The building became fully
depreciated during the year ended February 28, 2002. Depreciation expenses
further declined by $1,000 during the three month period ended May 31, 2002
compared to the same period of the prior year as a result of the sale of
Intermountain's Fredonia, AZ shop building in February 2002.

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

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

The increase in interest and investment income during the
three month period ended May 31, 2003 compared to the three month period ended
May 31, 2002 consisted of a $400 increase in interest earned on cash balances
and a $100 increase in income on mutual fund investments. Intermountain paid no
interest expense during the three month period ended May 31, 2003 or the three
month period ended May 31, 2002.

10-QSB 7<PAGE>

The decrease in interest and investment income during the
three month period ended May 31, 2002 compared to the three month period ended
May 31, 2001 was attributed to a significant reduction of interest rates applied
to bank deposits coupled with decreased cash balances. Interest earned on cash
balances and investment income from mutual funds was $2,000 during the three
month period ended May 31, 2002 compared to $8,000 earned during the same period
the prior year. The decline in interest earned during the three month period
ended May 31, 2002 was partially offset by a reduction in interest expense.
Intermountain recognized $0 in interest expense during the three month period
ended May 31, 2002 compared to $900 recognized during the three month period
ended May 31, 2001.

### Inflation, Deflation and Changing Prices:

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

### Controls and Procedures

### Evaluation of Disclosure Controls and
Procedures:

Disclosure controls and procedures are designed and
implemented to ensure that all material information relating to a company is
made known to its chief operating officer, chief financial officer, and such
other persons who are responsible for preparing and filing periodic reports with
the Securities and Exchange Commission. On May 16, 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.

### 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.

### Changes in Securities

### Market for Intermountain Common Stock:

There is presently no market for Intermountain's common stock.
It is the intent of Intermountain to seek a listing on the OTC Electronic
Bulletin Board for the purpose of establishing a public trading market for its
shares. There is no assurance that such listing will be obtained. While we
believe that Intermountain can reasonably meet the listing requirements for the
OTC Electronic Bulletin Board, thus far, we have not located a market maker for
our stock. If, and when, Intermountain's common stock begins trading, it will be
listed under the symbol "IMNG".

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



There have been no matters submitted to a vote of security
holders during the three months ended May 31, 2003 through the solicitation of
proxies or otherwise.

10-QSB 8<PAGE>

### Intermountain Refining Co., Inc.





### Index to Financial Statements



|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|                                                                                           |     
|Balance Sheet as of May 31,
2003                                                           | 10  
|                                                                                           |     
|Statements of Operations and
Comprehensive Income (Loss) for the three month periods ended |     
|May 31, 2002 and
May 31, 2003                                                              | 11  
|                                                                                           |     
|Statements of Cash Flows for the
three month periods ended                                 |     
|May 31, 2002 and
May 31, 2003                                                              | 12  
|                                                                                           |     
|Notes to financial
statements                                                              | 13  
|                                                                                           |     

10-QSB 9<PAGE>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet – Unaudited                                                  |  |            
|May 31, 2003                                                               |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   649,166
|Accounts receivable                                                        |  | 44,884     
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 6,207      
|Total Current Assets                                                       |  | 702,647    
|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                                |  | (1,761,552)
|                                                                           |  | 405,552    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 515,000    
|Available-for-sale
investments                                             |  | 69,105     
|Other assets                                                               |  | 35,283     
|                                                                           |  | 619,388    
|Total Assets                                                               |  | $ 1,727,587
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    45,823
|Taxes other than income
taxes                                              |  | 2,981      
|Income taxes payable                                                       |  | 100        
|Total Current
Liabilities                                                  |  | 48,904     
|Deferred
Taxes                                                             |  | 1,944      
|Commitments and
Contingencies                                              |  | -          
|Stockholders' Equity                                                       |  |            
|Common stock, no par value, authorized
10,000,000 shares,                  |  |            
|issued and outstanding 1,155,609 shares                                    |  | 1,455,314  
|                                                                           |  |            
|Preferred stock, $0.01 par value, authorized 5,000,000
shares,             |  |            
|no shares issued and outstanding.                                          |  | -          
|                                                                           |  |            
|Retained earnings                                                          |  | 217,816    
|Accumulated other comprehensive income                                     |  | 3,609      
|                                                                           |  | 1,676,739  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 1,727,587
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            

10-QSB 10<PAGE>



|Intermountain Refining Co., Inc.                                                                                                                                                                                    |                    |             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------
|Statements of Operations and Comprehensive Income
(Loss)                                                                                                                                                            |                    |             
|                                                                                                                                                                                                                    |                    |             
|                                                                                                                                                                                                                    | Three months ended
|                                                                                                                                                                                                                    | May 31,            | May 31,     
|                                                                                                                                                                                                                    | 2002               | 2003        
|                                                                                                                                                                                                                    | (Unaudited)        | (Unaudited) 
|Revenues                                                                                                                                                                                                            |                    |             
|Oil and natural gas production revenues
– Note B                                                                                                                                                                    | $   91,166         | $  171,492  
|Asphalt equipment rental fees                                                                                                                                                                                       | 16,362             | 16,677      
|Real estate rental income                                                                                                                                                                                           | 4,560              | 6,300       
|Consulting fees                                                                                                                                                                                                     | 9,000              | 9,000       
|                                                                                                                                                                                                                    | 121,088            | 203,469     
|Costs and Expenses                                                                                                                                                                                                  |                    |             
|Cost of sales                                                                                                                                                                                                       | 47,950             | 38,089      
|General and administrative                                                                                                                                                                                          | 79,210             | 74,238      
|Depletion, depreciation and
amortization                                                                                                                                                                            | 15,387             | 15,126      
|Interest and investment income,
net                                                                                                                                                                                 | (2,308)            | (2,878)     
|                                                                                                                                                                                                                    | 140,239            | 124,575     
|Income (Loss) From Operations Before Income
Taxes                                                                                                                                                                   | (19,151)           | 78,894      
|                                                                                                                                                                                                                    |                    |             
|Provision (benefit) for income
taxes                                                                                                                                                                                |                    |             
|Current                                                                                                                                                                                                             | -                  | -           
|Deferred                                                                                                                                                                                                            | -                  | -           
|                                                                                                                                                                                                                    | -                  | -           
|                                                                                                                                                                                                                    |                    |             
|Net Income (Loss) - Note A                                                                                                                                                                                          | (19,151)           | 78,894      
|                                                                                                                                                                                                                    |                    |             
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                      |                    |             
|Unrealized holding gain (loss) on investments available for
sale (net of income tax benefit of $431 for the three months ended May 31, 2002
and income tax expense of $944 for the three months ended May 31,
2003) | (798)              | 1,752       
|                                                                                                                                                                                                                    |                    |             
|Comprehensive Income (Loss)                                                                                                                                                                                         | $    (19,949)      | $     80,646
|                                                                                                                                                                                                                    | =========          | =========   
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                       | 1,155,609          | 1,155,609   
|                                                                                                                                                                                                                    |                    |             
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                          |                    |             
|Net income (loss) per common
share                                                                                                                                                                                  | $      
(0.02)     | $      
0.07
|                                                                                                                                                                                                                    | ========           | ========    
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                          |                    |             

10-QSB 11<PAGE>



|Intermountain Refining Co.,
Inc.Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                         
|Cash Flows From Operating Activities                                                                                                                                                                                                                                                                                                                                                     
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                        
|Adjustments to reconcile net income
(loss) to net cash provided by operating activities:                                                                                                                                                                                                                                                                                                 
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                 
|Changes in operating assets and
liabilities:                                                                                                                                                                                                                                                                                                                                             
|(Increase) decrease in
accounts receivable                                                                                                                                                                                                                                                                                                                                               
|Increase in prepaid expenses                                                                                                                                                                                                                                                                                                                                                             
|Increase (decrease) in
accounts payable and accrued expenses                                                                                                                                                                                                                                                                                                                             
|Decrease in income taxes
accrued/receivable                                                                                                                                                                                                                                                                                                                                              
|Net Cash Flow Provided by Operating
Activities                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                         
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                     
|Collection of account receivable from related party on
building sale                                                                                                                                                                                                                                                                                                                     
|Purchases of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                             
|(Increase) decrease in cash value of life
insurance policies                                                                                                                                                                                                                                                                                                                             
|Purchase of oil producing properties – Note
B                                                                                                                                                                                                                                                                                                                                            
|Net Cash Flow Provided (Used) by Investing
Activities                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                         
|Increase (Decrease)  in Cash and Cash
Equivalents                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                         
|Cash and Cash Equivalents at Beginning of
Year                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                         
|Cash and Cash Equivalents at End of
Period                                                                                                                                                                                                                                                                                                                                               
|Intermountain paid interest of $0 during the three month
period ended May 31, 2003.                                                                                                                                                                                                                                                                                                      
|Intermountain paid interest of $0 during the three month
period ended May 31, 2002.                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                         
|Intermountain paid income taxes of  $0 during the three
month period ended May 31, 2003.                                                                                                                                                                                                                                                                                                 
|Intermountain paid income taxes of $100 during the three
month period ended May 31, 2002.                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                         
|Supplemental Schedule of Noncash Investing
Activities:During the three month period ended May
31, 2003, Intermountain's available for sale investments increased in value by
$1,752, net of deferred tax expense of $944.During
the three month period ended May 31, 2002, Intermountain's available for sale
investments declined in value by $798, net of deferred tax credits of $431.
|                                                                                                                                                                                                                                                                                                                                                                                         
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                               

10-QSB 12<PAGE>

Intermountain Refining Co., Inc.

Notes to Financial Statements (Unaudited)

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

The accompanying balance sheet as of May 31, 2003 and the
statements of operations for the three month periods ended May 31, 2002 and May
31, 2003, and the statements of cash flows for the three month periods ended May
31, 2002 and May 31, 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 May 31, 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 three months ended May 31,
2003 are not necessarily indicative of the operating results for the full
year.

Intermountain's financial statements for the three months
ended May 31, 2003 have been prepared on a going concern basis that contemplates
the realization of assets and the settlement of liabilities and commitments in
the normal course of business.  Management recognizes that Intermountain
must generate additional revenues to avoid depleting its resource base.
Intermountain has positive working capital and positive stockholders' equity at
May 31, 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 royalty 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, a
water flood injection well, 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.

The production unit is currently being converted to a water
flood operation to enhance oil recovery. Intermountain does not expect to incur
any material costs to complete the conversion. 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.
Intermountain intends to obtain an independent reserve estimate sometime during
the current fiscal year and will adjust the initial reserve estimate
accordingly.

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 month period
ended May 31, 2003.

10-QSB 13<PAGE>

### Exhibits and Reports on Form 8-K

### Reports on Form 8-K:

There were no reports on Form 8-K filed by Intermountain
during the quarter ended May 31, 2003.

### Exhibits:

All of the following exhibits are incorporated herein by
reference to Intermountain's registration statement filed on Form S-1 dated
April, 9, 2001:



|Exhibit | Description                                          
|------- | -----------------------------------------------------
|3.1     | Amended and Restated Articles of Incorporation       
|3.2     | Bylaws                                               
|10.1    | 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                        

### 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 July 15, 2003.

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: July 15,
2003William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: July 15,
2003Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 14<PAGE>

### Certifications



I, Rick L. Hurt, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
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:____July 15, 2003_________________

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

10-QSB 15<PAGE>

I, William N. Hagler, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
Intermountain Refining Co., Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
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:____July 15,2003_______________

/s/__William N. Hagler_______________

William N. Hagler, President, Director

10-QSB 16<PAGE>

### EXHIBIT 99.1



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





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



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





July15, 2003
/s/ William N. Hagler

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

Date
William N. Hagler

President and Chief Executive Officer

10-QSB 17<PAGE>

### EXHIBIT 99.2





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





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



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





July 15, 2003
/s/ Rick L. Hurt

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

Date
Rick L. Hurt

Treasurer and Chief Financial Officer

10-QSB 18<PAGE>