AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



October 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:August 31, 2004



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



Commission file number:333-91191



### INTERMOUNTAIN REFINING CO., INC.

(Name of small business issuer in its
charter)



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



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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
X  No __

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

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

(APPLICABLE ONLY TO CORPORATE
ISSUERS)



State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 1,155,609 shares
of common stock, no par value, were outstanding on September 30,
2004.Transitional Small Business Disclosure
Format (Check One): Yes[ ] No [X]

10QSB 1<PAGE>

### Table Of Contents





|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|Financial Statements of Intermountain                                                 | 2   
|Management's Discussion and Analysis of Financial Condition
and Results of Operations | 2   
|Intermountain's Business Activities                                                   | 2   
|Liquidity and Capital Resources                                                       | 3   
|Cash Requirements as of August 31, 2004                                               | 3   
|Results of Operations                                                                 | 4   
|Changes in Accounting Principles                                                      | 8   
|Inflation, Deflation and Changing Prices                                              | 9   
|Controls and Procedures                                                               | 9   
|Legal Proceedings                                                                     | 9   
|Submission of Matters to a Vote of Security
Holders                                   | 9   
|Index To Financial Statements                                                         | 10  
|Exhibits and Reports on Form 8-K                                                      | 15  
|Signatures                                                                            | 15  
|Certifications Under New Exchange Act Rules 13a-14 and
15d-14                         | 16  



### Financial Statements of Intermountain

The financial statements of Intermountain as of August 31,
2004 and for the three and six month periods ended August 31, 2003 and August
31, 2004 are included beginning on page 10 of this report.

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

The following discussion of our financial condition as of
August 31, 2004 and results of operations for the three and six month periods
ended August 31, 2003 and August 31, 2004, should be read in conjunction with
our financial statements and notes related thereto included elsewhere in this
report.

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

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

### Intermountain's Business Activities

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

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

10QSB 2<PAGE>

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

### 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, 2004 | % Change | August 31, 2004
|------------------------- | ----------------- | -------- | ---------------
|Cash and cash equivalents | $     895,373     | (29)%    | $     628,403  
|                          |                   |          |                
|Working capital           | $     926,435     | (27)%    | $     672,471  

During the six months ended August 31, 2004, Intermountain
realized a $162,000 increase in cash from operating activities offset by a
$429,000 decrease in cash from non-operating activities. There were no
significant or unusual operating cash items during the period. The $429,000
decrease in cash from non-operating sources consisted mainly of the $411,000
purchase of natural gas producing properties in New Mexico and the use of
$16,000 for the settlement of asset retirement obligations.

During the six months ended August 31, 2003, Intermountain
realized a $109,000 increase in cash from operating activities and a $52,000
decrease in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $52,000 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.

### Cash requirements as of August 31,
2004:

Estimated cash requirements for the next twelve months
include:

- $25,000 per month in normal general and administrative costs
including costs to operate our Farmington office building; and,
- $2,000 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:

- $42,000 per month net cash flow from estimated oil and
natural gas operations based on results of operations during the six months
ended August 31, 2004 (as adjusted for projections of changes in production and
prices over the next twelve months) and estimates of operating cash flows from
the newly acquired New Mexico gas properties;
- $2,000 per month from Farmington office space
rental;
- $3,000 per month from management fees charged to Red Hills
Manufacturing;
- $900 per month interest and dividends earned on cash balances
and other investments;
- $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.

10QSB 3<PAGE>

### Results of Operations:

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



|                                                                           | Three months ended
|-------------------------------------------------------------------------- | ------------------
|                                                                           | August 31, 2003   
|Revenues                                                                   | $   226,173       
|Costs and Expenses                                                         | 133,060           
|Net income (loss) before taxes                                             | 93,113            
|Income taxes                                                               | -                 
|                                                                           | $    93,113       
|                                                                           |                   
|                                                                           | Six months ended  
|                                                                           | August 31, 2003   
|Revenues                                                                   | $  429,642        
|Costs and Expenses                                                         | 258,495           
|Net income (loss) before taxes                                             | 171,147           
|Income taxes                                                               | -                 
|Net income before cumulative effect of change in accounting
principle      | 171,147           
|Cumulative effect of change in accounting for asset
retirement obligations | (18,593)          
|Net income                                                                 | $   152,554       



#### Revenues:

The decrease in revenues for the three months ended August 31,
2004 compared to the three months ended August 31, 2003 consisted of:

- $8,000 decrease in oil and gas revenues
- $3,000 increase in asphalt equipment rental and
fees

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

- $72,000 increase in oil and gas revenues
- $7,000 increase in asphalt equipment rental and
fees

The decrease in revenues for the six
months ended August 31, 2004 compared to the six months ended August 31, 2003
consisted of:

- $28,000 decrease in oil and natural gas revenues
- $11,000 increase in asphalt equipment rental and
fees

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

- $152,000 increase in oil and gas revenues
- $7,000 increase in asphalt equipment rental fees
- $2,000 increase in real estate rental
revenues



Changes in individual components of revenues are discussed
below:

##### Natural gas revenues:

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

10QSB 4<PAGE>





|                                | For the three months
ended | For the six months ended
|------------------------------- | -------------------------- | ------------------------
|                                | August 31, 2003            | August 31, 2004         
|Natural gas produced, net (Mcf) | 48,752                     | 43,742                  
|Average selling price ($/Mcf)   | $2.83                      | $3.36                   
|Crude oil produced, net (Bbls)  | 143                        | 250                     
|Average selling price ($/Bbl)   | $27.94                     | $35.13                  

The decrease in oil and natural gas revenues for the six
months ended August 31, 2004 as compared to the six months ended August 31, 2003
consisted of a $38,000 decrease in natural gas sales offset by a $10,000
increase in oil sales. The decrease in natural gas revenues was mainly
attributed to the prior year one time recognition of $22,000 from the resolution
of a previously disputed payment. Otherwise, natural gas production declined by
2,200 Mcf (2%) and average sale prices declined by $0.09 per Mcf (3%) during the
six months ended August 31, 2004 as compared to the six months ended August 31,
2003. It is estimated that natural gas production over the remainder of the year
will increase by the addition of production from the New Mexico gas producing
properties in September 2004, offset slightly by normal declines observed from
the Kansas gas producing properties. Natural gas sales prices have remained
comparatively strong throughout the past two years. Crude oil production
increased by 243 Bbls (90%) and average sales prices increased by $7.06 per Bbl
(26%) during the six months ended August 31, 2004 as compared to the six months
ended August 31, 2003. The increase in oil production was attributed to the
timing of a March 2004 shipment of oil that had been produced in January and
February 2004, and a slight increase in daily production from the Nebraska
properties. Due to concerns over world oil supply and demand imbalances, crude
oil sales prices have risen substantially over the past several months. Due to
the complex economic factors affecting energy prices, we are unable to predict
the direction or magnitude of future natural gas and crude oil price changes.

The increase in oil and natural gas revenues for the six
months ended August 31, 2003 as compared to the six months ended August 31, 2002
consisted of a $145,000 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 $145,000 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 $1.40 per Mcf (77%) increase
in the average natural gas price received along with a 6,300 Mcf (6%) decrease
in natural gas produced.

The decrease in oil and natural gas revenues for the three
month period ended August 31, 2004 as compared to the three month period ended
August 31, 2003 consisted of a $13,000 decrease in natural gas revenues offset
by a $5,000 increase in crude oil sales. The decrease in natural gas revenues
consisted mainly of the one time recognition of $22,000 in the prior year from
the resolution of a previously disputed payment.  Otherwise, natural gas
production decreased by 5,000 Mcf (10%) and the average selling price increased
by $0.38 per Mcf (19%) for the three month period ended August 31, 2004 as
compared to the three month period ended August 31, 2003. Crude oil production
increased by 107 Bbls (74%) and the average selling price increased by $7.19 per
Bbl (26%) for the three month period ended August 31, 2004 as compared to the
three month period ended August 31, 2003.

The increase in oil and natural gas revenues for the three
month period ended August 31, 2003 as compared to the three month period ended
August 31, 2002 consisted of a $68,000 increase in natural gas revenues and the
addition of $4,000 in oil revenues associated with the oil producing properties
acquired on March 1, 2003. The $68,000 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 $1.02 per Mcf (56%) increase
in the average natural gas price received along with a 2,400 Mcf (5%), decrease
in natural gas produced.

##### Real estate rental:

Due to a slight reduction in occupancy, real estate rental
income declined by $100 for the six months ended August 31, 2004 compared to the
six months ended August 31, 2003 and declined by $400 for the three months ended
August 31, 2004 compared to the three months ended August 31, 2003.  It is
anticipated that real estate rental income will remain relatively unchanged over
the remainder of the current year.

Real estate rental income increased by $2,000, approximately
$330 per month, during the six months ended August 31, 2003 compared to the six
month period ended August 31, 2002. Real estate rental income increased only
slightly during the three month period ended August 31, 2003 compared to the
three month period ended August 31, 2002.

10QSB 5<PAGE>

##### Asphalt storage and manufacturing:

The increase in asphalt equipment rental and fees for the
three and six month periods ended August 31, 2004 compared to the three and six
month periods ended August 31, 2003 was the result of a slight increase in
quantities shipped from the facility. It is anticipated that fees received for
asphalt product shipments from the facility during the remainder of the current
paving season will be consistent with fees received from end of paving season
shipments of the prior year.

The increase in asphalt equipment rental and fees for the
three and six month periods ended August 31, 2003 compared to the three and six
month periods ended August 31, 2002 was the result of a slight increase in
quantities shipped from the facility.

##### Consulting fee revenues:

There was no change in consulting fee revenues for the three
and six month periods ended August 31, 2004 compared to the three and six month
periods ended August 31, 2003. It is anticipated that consulting fee revenues
will remain constant for the remainder of the current year.

There was no change in consulting fee revenues for the three
and six month periods ended August 31, 2003 compared to the three and six month
periods ended August 31, 2002.

#### Costs and Expenses:

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





|                                                      | Three Months Ended
|----------------------------------------------------- | ------------------
|                                                      | August 31, 2003   
|Cost of sales                                         | $     51,224      
|General and administrative costs                      | 67,807            
|Depletion, depreciation and amortization              | 15,693            
|Accretion of discount on asset retirement
obligations | 711               
|Interest and investment (income) loss, net            | (2,375)           
|Total costs and expenses                              | $ 133,060         
|                                                      |                   
|                                                      | Six Months Ended  
|                                                      | August 31, 2003   
|Cost of sales                                         | $     89,313      
|General and administrative costs                      | 142,045           
|Depletion, depreciation and amortization              | 30,967            
|Accretion of discount on asset retirement
obligations | 1,423             
|Interest and investment income, net                   | (5,253)           
|Total costs and expenses                              | $ 258,495         
|                                                      |                   

Costs and expenses increased overall by $6,000 during the six
months ended August 31, 2004 compared to the six months ended August 31, 2003.
The increase in consisted of:

- $5,000 increase in costs of sales
- $6,000 increase in general and administrative
costs
- $1,000 decrease in interest and investment income
- $6,000 reduction in depreciation and depletion
expense

Costs and expenses decreased overall
by $6,000 for the three months ended August 31, 2004 compared to the three
months ended August 31, 2003. The decrease in costs and expenses consisted
mainly of:

- $2,000 decrease in costs of sales
- $4,000 decrease in depreciation and depletion

Costs and expenses decreased overall by
$32,000 during the six month period ended August 31, 2003 compared to the six
month period ended August 31, 2002. The decrease in costs and expenses consisted
of:

- $1,000 decrease in costs of sales
- $11,000 decrease in general and administrative
costs
- $21,000 increase in net interest and investment
income
- $1,000 from the addition of accretion of discount on asset
retirement obligations

10QSB 6<PAGE>

Costs and expenses
decreased overall by $17,000 during the three month period ended August 31, 2003
compared to the three month period ended August 31, 2002. The decrease in costs
and expenses consisted of:

- $6,000 decrease in general and administrative
costs
- $21,000 increase in net interest and investment
income
- $9,000 increase in cost of sales
- $1,000 from the addition of accretion of discount on asset
retirement obligations

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

##### Cost of sales:

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

The increase in cost of sales for the six months ended August
31, 2004 compared to the six months ended August 31, 2003 consisted of an
overall $1,000 increase in oil and natural gas production costs and a $4,000
increase in refinery and asphalt facility maintenance costs. The increase in oil
and natural gas production costs consisted mainly of an increase in costs
associated with the Kansas natural gas operations including a $1,000 increase in
utility costs, and a $4,500 increase in gas reserves accounting costs, offset by
$2,000 decrease in salt water disposal costs and a $3,000 decrease in equipment
repair costs. There was no significant change in Nebraska crude oil production
costs. The increase in refinery and asphalt facility maintenance costs was
attributed to a $5,000 increase in environmental permitting and compliance costs
offset by a $1,000 decrease in facility insurance costs.

The decrease in cost of sales for the three months ended
August 31, 2004 compared to the three months ended August 31, 2004 consisted of
an $8,000 decrease in oil and natural gas production costs offset by a $5,000
increase in refinery and asphalt facility maintenance costs. The decrease in oil
and natural gas production costs consisted of a $4,000 decrease in natural gas
production costs and a $3,000 decrease in crude oil production costs. The
decrease in natural gas production costs consisted of a $1,000 increase in
utility costs offset by a $1,000 decrease in salt water disposal costs and a
$4,000 decrease in equipment repair costs. The decrease in crude oil production
costs consisted of a $4,000 reduction in equipment repair costs, offset by an
overall $1,000 increase in all other cost categories.

Cost of sales was relatively unchanged during the six month
period ended August 31, 2003 as compared to the six month period ended August
31, 2002 but consisted of a $3,000 decrease in oil and natural gas production
costs offset by a $3,000 increase in refinery and asphalt facility maintenance
costs. The decrease in oil and natural gas production costs consisted of $12,000
decrease in natural gas production costs offset by the addition of $9,000 in oil
production costs associated with the oil producing property acquired on March 1,
2003. Intermountain incurred no oil production costs during the six month period
ended August 31, 2002. The decrease in natural gas production costs was mainly
attributed to an $11,000 decrease in well equipment repairs. There were no
significant changes in other natural gas production cost categories. The
increase in refinery and asphalt facility maintenance costs was mainly
attributed to a $4,000 increase in state environmental permitting fees offset by
a $1,000 decrease in insurance costs.

The increase in cost of sales for the three month period ended
August 31, 2003 as compared to the three month period ended August 31, 2002
consisted of a $7,000 increase in oil and natural gas production costs and a
$2,000 increase in refinery and asphalt facility maintenance costs. The increase
in oil and natural gas production costs is attributed to the addition of $7,000
from oil production costs associated with the oil producing properties acquired
on March 1, 2003. Intermountain had no oil production costs during the three
month period ended August 31, 2002. Overall, natural gas production costs were
relatively unchanged for the three month period ended August 31, 2003 as
compared to the three month period ended August 31, 2002, and there were no
significant changes in individual natural gas production cost categories. The
increase in refinery and asphalt facility maintenance costs consisted of a
$4,000 increase in state environmental permitting fees offset by a $2,000
decrease in insurance costs.

##### General and administrative expenses:

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

The increase in general and administrative expenses during the
six months ended August 31, 2004 as compared to the six months ended August 31,
2003 was primarily the result of a $5,000 increase in legal and accounting costs
and a $1,000 overall increase in all other costs categories.

10QSB 7<PAGE>

General and administrative costs were relatively unchanged
overall for the three months ended August 31, 2004 as compared to the three
months ended August 31, 2003 and there were no significant changes within
individual cost categories.

The decrease in general and administrative expenses during the
six month period ended August 31, 2003 as compared to the six month period ended
August 31, 2002 was primarily due to a $12,000 decrease in officer life
insurance costs offset by a net increase of $1,000 in all other cost categories.
The reduction in officer life insurance costs was the result of the surrender of
an officer life insurance policy during the prior year. Changes in other general
and administrative cost categories included a $1,000 increase in group insurance
costs, a $1,000 increase in legal and accounting services, a $1,000 increase in
utility costs, and a $1,000 increase in corporate filing fees, offset by a
$2,000 decrease in office supplies and a $1,000 decrease in building and office
equipment repairs and maintenance.

The decrease in general and administrative expenses during the
three month period ended August 31, 2003 as compared to the three month period
ended August 31, 2002 was primarily due to a $10,000 decrease in officer life
insurance costs offset by a net $4,000 increase in all other cost categories.
The decrease in officer life insurance expense was the result of the surrender
of an officer life insurance policy during the prior year. Changes in other
general and administrative cost categories included a $1,000 increase in group
insurance costs, a $1,000 increase in utility costs, a $1,000 increase in
building and office equipment repairs, a $3,000 increase in legal and accounting
services, and a $ 1,000 increase in corporate filing fees, offset by a $2,000
decrease in office supplies and a net $1,000 decrease in all other costs
categories.

##### Depreciation and Depletion:

The decrease in depreciation and depletion costs during the
three and six month periods ended August 31, 2004 as compared to the three and
six month periods ended August 31, 2003 was primarily attributed to a decrease
in natural gas production along with a reduction in the depletion rate applied
to natural gas produced resulting from the February 2004 adjustment to estimated
gas reserves. In addition, depreciation expense on leased asphalt manufacturing
and storage equipment decreased by approximately $1,000 per quarter.

There was no significant change in depletion and depreciation
costs during the three and six month periods ended August 31, 2003 as compared
to the three and six month periods ended August 31, 2002. However, there was a
slight reduction in depletion expense associated with a decline in natural gas
production during the three and six month periods ended August 31, 2003 as
compared to the three and six month periods ended August 31, 2002 that was
offset by the addition of depletion on oil production associated with the oil
producing properties acquired on March 1, 2003.

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

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

The decrease in interest and investment income for the six
months ended August 31, 2004 as compared to the six months ended August 31, 2003
consisted of a $400 decrease in interest income earned on cash balances and a
$900 loss on the sale of available for sale investments, offset by $300 increase
in dividends received on available for sale investments. The increase in
interest and investment income for the three months ended August 31, 2004 as
compared to the three months ended August 31, 2003 consisted of a $1,400
increase in dividends received on available for sale investments offset by a
$1,000 decrease in interest earned on cash balances. The decrease in interest
earned on cash balances was attributed to the decrease in cash from the purchase
of the New Mexico gas producing properties. During the six months ended August
31, 2004, Intermountain disposed of all of its mutual fund investments and
reinvested the sale proceeds in other equities in an effort to improve the
overall yield on such investments. Intermountain incurred no interest expense
during the three or six month periods ended August 31, 2004 and August 31,
2003.

The increase in interest and investment income for the three
and six month periods ended August 31, 2003 primarily consisted of a $21,000
loss recognized on the sale of mutual funds during the three and six month
periods ended August 31, 2002. Interest earned on cash balances and from
remaining mutual fund investments were substantially unchanged during the three
and six month periods ended August 31, 2003 as compared to the six month period
ended August 31, 2002. Intermountain incurred no interest expense during the
three and six month periods ended August 31, 2003 and August 31,
2002.

### Changes in Accounting Principles:

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

10QSB 8<PAGE>

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

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



### 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 oil and natural gas could have a material 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 September 15, 2004, William N. Hagler
and Rick L. Hurt, representing all of the officers and directors of
Intermountain, updated their evaluation of Intermountain's disclosure controls
and procedures and concluded that such controls were adequate as of that
date.

### Changes in Internal Controls:

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

### Legal Proceedings

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

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

There have been no matters submitted to a vote of security
holders during the three months ended August 31, 2004 through the solicitation
of proxies or otherwise.



10QSB 9<PAGE>

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

### Index to Financial Statements



|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|                                                                                           |     
|Balance Sheet as of August 31,
2004                                                        | 11  
|                                                                                           |     
|Statements of Operations and
Comprehensive Income/Loss for the three and six month periods |     
|ended August 31,
2003 and August 31, 2004                                                  | 12  
|                                                                                           |     
|Statements of Cash Flows for the
six month periods ended                                   |     
|August 31, 2003
and August 31, 2004                                                        | 13  
|                                                                                           |     
|Notes to financial
statements                                                              | 14  
|                                                                                           |     

10QSB 10<PAGE>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet – Unaudited                                                  |  |            
|August 31, 2004                                                            |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   628,403
|Accounts receivable                                                        |  | 71,885     
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 5,653      
|Total Current Assets                                                       |  | 708,331    
|Property, Plant and
Equipment, net of valuation allowances                 |  |            
|Land, buildings and
improvements                                           |  | 384,419    
|Equipment                                                                  |  | 164,930    
|Crude oil refining equipment                                               |  | 581,919    
|Oil and gas properties, (successful
efforts method) - Note C               |  | 1,473,390  
|                                                                           |  | 2,604,658  
|Less accumulated depletion and
depreciation                                |  | (1,836,991)
|                                                                           |  | 767,667    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 270,000    
|Available-for-sale
investments                                             |  | 80,515     
|Other assets                                                               |  | 36,608     
|                                                                           |  | 387,123    
|Total Assets                                                               |  | $ 1,863,121
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    32,897
|Taxes other than income
taxes                                              |  | 2,963      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 35,860     
|Deferred
Taxes                                                             |  | 5,144      
|Asset Retirement Obligations                                               |  | 28,790     
|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                                                          |  | 328,461    
|Accumulated other comprehensive gain                                       |  | 9,552      
|                                                                           |  | 1,793,327  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 1,863,121
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            

10QSB 11<PAGE>



|Intermountain Refining Co., Inc.                                                                                                                                                                                                                                                                            |                    |                  |              |             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ---------------- | ------------ | ------------
|Statements of Income and Comprehensive
Income                                                                                                                                                                                                                                                               |                    |                  |              |             
|                                                                                                                                                                                                                                                                                                            | Three months ended | Six months ended
|                                                                                                                                                                                                                                                                                                            | August 31,         | August 31,       | August 31,   | August 31,  
|                                                                                                                                                                                                                                                                                                            | 2003               | 2004             | 2003         | 2004        
|                                                                                                                                                                                                                                                                                                            | (Unaudited)        | (Unaudited)      | (Unaudited)  | (Unaudited) 
|Revenues                                                                                                                                                                                                                                                                                                    |                    |                  |              |             
|Oil and gas production
revenues                                                                                                                                                                                                                                                                             | $   164,122        | $   155,856      | $   335,614  | $   307,793 
|Asphalt equipment rental and fees                                                                                                                                                                                                                                                                           | 46,751             | 49,881           | 63,428       | 74,002      
|Real estate rental income                                                                                                                                                                                                                                                                                   | 6,300              | 5,925            | 12,600       | 12,500      
|Consulting fees                                                                                                                                                                                                                                                                                             | 9,000              | 9,000            | 18,000       | 18,000      
|                                                                                                                                                                                                                                                                                                            | 226,173            | 220,662          | 429,642      | 412,295     
|Costs and Expenses                                                                                                                                                                                                                                                                                          |                    |                  |              |             
|Cost of sales                                                                                                                                                                                                                                                                                               | 51,224             | 48,901           | 89,313       | 94,260      
|General and administrative                                                                                                                                                                                                                                                                                  | 67,807             | 67,835           | 142,045      | 147,796     
|Depletion, depreciation and amortization
- Note B                                                                                                                                                                                                                                                           | 15,693             | 12,238           | 30,967       | 25,164      
|Accretion of discount on asset retirement obligations -
  Note B                                                                                                                                                                                                                                            | 711                | 773              | 1,423        | 1,546       
|Interest and investment (income),
net                                                                                                                                                                                                                                                                       | (2,375)            | (2,812)          | (5,253)      | (4,219)     
|                                                                                                                                                                                                                                                                                                            | 133,060            | 126,935          | 258,495      | 264,547     
|Income From Operations Before Income
Taxes                                                                                                                                                                                                                                                                  | 93,113             | 93,727           | 171,147      | 147,748     
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                                                        |                    |                  |              |             
|Current                                                                                                                                                                                                                                                                                                     | -                  | 62               | -            | 62          
|Deferred                                                                                                                                                                                                                                                                                                    | -                  | -                | -            | -           
|                                                                                                                                                                                                                                                                                                            | -                  | 62               | -            | 62          
|Income Before Cumulative Effect of Change in Accounting
Principle                                                                                                                                                                                                                                           | 93,113             | 93,665           | 171,147      | 147,686     
|Cumulative effect on prior years of change in accounting for
asset retirement obligations - Note B                                                                                                                                                                                                          | -                  | -                | (18,593)     | -           
|Net Income                                                                                                                                                                                                                                                                                                  | 93,113             | 93,665           | 152,554      | 147,686     
|                                                                                                                                                                                                                                                                                                            |                    |                  |              |             
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                                                                                                              |                    |                  |              |             
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                                                 |                    |                  |              |             
|Unrealized holding gain (loss) on investments available for
sale (net of deferred income tax (expense) benefit of $666 and $(278) for the
three and six month periods ended August 31, 2003 respectively, and $(1,873) and
$(2,370) for the three and six month periods ended August 31, 2004
respectively) | (1,236)            | 3,477            | 516          | 4,402       
|Reclassification adjustment for losses included in net
income (net of deferred taxes of $316 for the six month period ended August 31,
2004)                                                                                                                                                                | -                  | -                | -            | 585         
|Other comprehensive income (loss)                                                                                                                                                                                                                                                                           | (1,236)            | 3,477            | 516          | 4,987       
|                                                                                                                                                                                                                                                                                                            |                    |                  |              |             
|Comprehensive Income                                                                                                                                                                                                                                                                                        | $   91,877         | $   97,142       | $   153,070  | $   152,673 
|                                                                                                                                                                                                                                                                                                            | =========          | =========        | =========    | =========   
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                                                                                                               | 1,155,609          | 1,155,609        | 1,155,609    | 1,155,609   
|                                                                                                                                                                                                                                                                                                            |                    |                  |              |             
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                                                                                                                  |                    |                  |              |             
|Income before cumulative effect of change
of accounting principle                                                                                                                                                                                                                                           | $      
0.08       | $      
0.08     | $      
0.15 | $      
0.13
|Cumulative effect of change of accounting for asset
retirement obligations                                                                                                                                                                                                                                  | 0.00               | 0.00             | (0.02)       | 0.00        
|                                                                                                                                                                                                                                                                                                            | $     
0.08        | $      
0.08     | $      
0.13 | $      
0.13
|                                                                                                                                                                                                                                                                                                            | ========           | ========         | ========     | ========    
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                  |                    |                  |              |             

10QSB 12<PAGE>



|Intermountain Refining Co.,
Inc.Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Cash Flows From Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Adjustments to reconcile net loss to net
cash provided (used) by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Cumulative effect of change in accounting for asset
retirement obligations - Note B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Depreciation, depletion and amortization
- Note B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Accretion of discount on asset retirement obligations -
Note B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Loss on sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Changes in operating assets and
liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(Increase) decrease in
accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Increase in prepaid expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Decrease in accounts payable
and accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Decrease in income taxes
payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Net Cash Flow Provided by Operating
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Settlement of asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Purchase of oil producing properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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 six month
period ended August 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Intermountain paid interest of $0 during the six month
period ended August 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Intermountain paid income taxes of  $211 during the six
month period ended August 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Intermountain paid income taxes of  $100 during the six
month period ended August 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Supplemental Schedule of Noncash Investing
Activities:During the six month period ended
August 31, 2004, Intermountain's available for sale investment increased in
value by $4,987 net of deferred taxes of $2,686.During
the six month period ended August 31, 2003, Intermountain’s available for
sale investments increased in value by $516, net of deferred taxes of
$278.                                                                                                                                                                                                                                                                  
|During the six month period ended August 31, 2004,
Intermountain capitalized $6,600 in estimated asset retirement obligations in
conjunction with the purchase of natural gas producing properties in New Mexico.
Note - CDuring the six month period ended August 31,
2003, as a result of a change in accounting for asset retirement obligation,
Intermountain recognized estimated asset retirement obligations of $33,538 and
increased its investment in oil and gas producing properties by the present
value (as of the date of acquisition) of estimated future obligations of
$14,945, net of accumulated depletion of $4,580.  - Note B
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

10QSB 13<PAGE>



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

The accompanying balance sheet as of August 31, 2004 and the
statements of operations for the three and six month periods ended August 31,
2003 and August 31, 2004, and the statements of cash flows for the six month
periods ended August 31, 2003 and August 31, 2004 have been prepared by
Intermountain, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash at August 31,
2004, and for all periods presented, have been made.

It is suggested that these unaudited financial statements be
read in conjunction with the audited financial statements for the year ended
February 28, 2004. The results of operations for the six months ended August 31,
2004 are not necessarily indicative of the operating results for the full
year.

### Note B – Restatement of Prior Year
Amounts:

Certain amounts in the statement of operations for the three
and six month periods ended August 31, 2003 and the statement of cash flows for
the six month period ended August 31, 2003 have been restated from the amounts
as previously reported in order to reflect the change in accounting for asset
retirement obligations. The change in accounting principle, which was effective
as of March 1, 2003, was implemented during the fourth quarter of the fiscal
year ended February 29, 2004.

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

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

10QSB 14<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 August 31, 2004.

### Exhibits:

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



|Exhibit | Description                                                                          
|------- | -------------------------------------------------------------------------------------
|3.1     | Amended and Restated Articles of Incorporation                                       
|3.2     | Bylaws                                                                               
|10.4    | Oneok / Kinder Morgan / KN Energy Gas Sales
Agreement                                
|10.5    | Paramount Petroleum Agreement                                                        
|99.1    | Certification of  Chief Executive Officer under Sec.906 of
Sarbanes-Oxley Act of 2002
|99.2    | Certification of  Chief Financial Officer under Sec.906 of
Sarbanes-Oxley Act of 2002

### Signatures

Pursuant to the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Farmington, State of New
Mexico, on October 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: October 13,
2004William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt______________________ Date: October 13,
2004Rick L. Hurt, Secretary, Treasurer, Director

10QSB 15<PAGE>

### Certifications



I, Rick L. Hurt, certify that:

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



Date: October  13, 2004

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

10QSB 16<PAGE>

I, William N. Hagler, certify that:

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



Date: October  13, 2004

/s/__William N. Hagler_______________

William N. Hagler, President, Director

10QSB 17<PAGE>

### EXHIBIT 99.1



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





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



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







Date: October 13, 2004



/s/ William N. Hagler

William N. Hagler

President and Chief Executive Officer

10QSB 18<PAGE>

### EXHIBIT 99.2





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





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



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





Date: October 13, 2004



/s/ Rick L. Hurt

Rick L. Hurt

Treasurer and Chief Financial Officer



10QSB 19<PAGE>