AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



October 7, 2003



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, 2003



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



Commission file number:333-91191



### INTERMOUNTAIN REFINING CO., INC.

(Name of small business issuer in its
charter)



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



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

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

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

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

(APPLICABLE ONLY TO CORPORATE
ISSUERS)



State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 1,155,609 shares
of common stock, no par value, were outstanding on September 30,
2003.Transitional Small Business Disclosure
Format (Check One): Yes[ ] No [X]

### Table Of Contents





|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|Financial Statements of Intermountain                                                 | 3   
|Management's Discussion and Analysis of Financial Condition
and Results of Operations | 3   
|Intermountain's Business Activities                                                   | 3   
|Liquidity and Capital Resources                                                       | 3   
|Cash Requirements as of August 31, 2003                                               | 4   
|Results of Operations                                                                 | 4   
|Inflation, Deflation and Changing Prices                                              | 10  
|Controls and Procedures                                                               | 10  
|Legal Proceedings                                                                     | 10  
|Submission of Matters to a Vote of Security
Holders                                   | 10  
|Index To Financial Statements                                                         | 11  
|Exhibits and Reports on Form 8-K                                                      | 16  
|Signatures                                                                            | 16  
|Certifications Under New Exchange Act Rules 13a-14 and
15d-14                         | 17  



### Financial Statements of Intermountain

The financial statements of Intermountain as of August 31,
2003 and for the three and six month periods ended August 31, 2002 and August
31, 2003 are included beginning on page 11 of this report.

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

The following discussion of our financial condition as of
August 31, 2003 and results of operations for the three and six month periods
ended August 31, 2002 and August 31, 2003, should be read in conjunction with
our financial statements and notes related thereto included elsewhere in this
report.

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

### Intermountain's Business Activities

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

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

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

### Liquidity and Capital Resources:

Management believes that cash flow from ongoing operations
will be adequate to meet cash demands for the coming year.  However, due to
projected declines in natural gas production rates, we recognize that it will be
necessary to develop additional sources of cash flow to avoid depletion of cash
and working capital in the future.

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



|                          | February 28, 2003 | % Change | August 31, 2003
|------------------------- | ----------------- | -------- | ---------------
|Cash and cash equivalents | $     616,052     | 9%       | $     673,670  
|                          |                   |          |                
|Working capital           | $     610,676     | 25%      | $     762,599  

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.

During the six months ended August 31, 2002, Intermountain
realized a $50,000 increase in cash from operating activities and a $254,000
increase in cash from non-operating sources. There were no significant or
unusual operating cash items during the period. The $254,000 increase in cash
from non-operating sources consisted of the collection of $199,000 in proceeds
from the prior sale of Intermountain's Fredonia, AZ shop building, the
redemption at maturity of a $20,000 certificate of deposit, and the surrender of
an officer life insurance policy having a cash surrender value of $25,000 at the
time of surrender.



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

Estimated cash requirements for the next twelve months
include:

- $24,000 per month in normal general and administrative costs
including costs to operate our Farmington office building; and,
- $1,600 estimated monthly costs associated with the ownership
and maintenance of Intermountain's refinery and asphalt manufacturing and
storage facility.

In its efforts to develop
additional sources of revenues, Intermountain may incur some project development
costs. We are unable to predict the level of costs that may be incurred for such
additional projects during the next year.

Expected sources of cash during the next twelve months consist
of cash flows from operating activities estimated as follows:

- $30,000 per month net cash flow from estimated oil and
natural gas operations based on results of operations during the six months
ended August 31, 2003 along with projections of production and prices during the
next 12 months;
- $2,000 per month from Farmington office space
rental;
- $3,000 per month from management fees charged to Red Hills
Manufacturing;
- $800 per month interest earned on cash balances;
- $3,200 per month from the rental of our asphalt storage and
manufacturing facility to Paramount 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 2003 paving season.

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

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

### Results of Operations:

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



|                               | Three months ended
|------------------------------ | ------------------
|                               | August 31, 2002   
|Revenues                       | $     147,291     
|Costs and Expenses             | 149,750           
|Net income (loss) before taxes | $      (2,459)    
|Income taxes                   | -                 
|Net income (loss)              | $     (2,459)     
|                               |                   
|                               | Six months ended  
|                               | August 31, 2002   
|Revenues                       | $     268,380     
|Costs and Expenses             | 289,990           
|Net income (loss) before taxes | $   (21,610)      
|Income taxes                   | -                 
|Net income (loss)              | $   (21,610)      
|                               |                   



#### Revenues:

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
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.

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

- $15,000 decrease in natural gas revenues;
- $314,000 decrease in revenues associated with asphalt storage
and processing activities;
- $1,000 decrease in real estate rental revenues;
- $6,000 increase in consulting fee
revenues.

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

- $74,000 decrease in natural gas revenues;
- $315,000 decrease in revenues associated with asphalt storage
and processing activities;
- $3,000 decrease in real estate rental revenues;
- $12,000 increase in consulting fee
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 selling prices received
for the periods indicated:







|                                | For the three months
ended | For the six months ended
|------------------------------- | -------------------------- | ------------------------
|                                | August 31,2002             | August 31,2003          
|Natural gas produced, net (Mcf) | 51,178                     | 48,752                  
|Average selling price ($/Mcf)   | $1.81                      | $2.83                   
|Crude oil produced, net (Bbls)  | 0                          | 143                     
|Average selling price ($/Bbl)   | N/A                        | $27.94                  

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 increase in natural gas prices was generally
attributed to industry wide concerns over projected supply and demand imbalances
coupled with comparatively low natural gas storage levels recorded at the end of
the winter heating season and uncertainties concerning the war with Iraq. While
it is anticipated that natural gas prices will normally increase slightly during
the coming winter heating months, due to the complexity of the economic factors
affecting energy prices, we are unable to predict the direction or magnitude of
future price changes. It is expected that Intermountain’s production of
natural gas will decline slightly over the next twelve months consistent with
observed decline rates.

The oil producing properties, acquired on March 1, 2003, were
placed on a water flood operation during August 2003. Prior to being placed on
water flood, daily oil production from the properties was estimated to be
approximately 2.3 barrels per day. We are unable to predict the impact, if any,
that the enhanced recovery operation will have on future production rates or
recoverable reserves. Intermountain did not have any oil production during the
three or six month periods ended August 31, 2002.

The decrease in natural gas revenues for the six months ended
August 31, 2002 as compared to the six months ended August 31, 2001 was
attributed to a $0.56 per Mcf (24%) decrease in the average natural gas price
received along with a 6,900 Mcf (6%), decrease in natural gas produced. The
reduction in natural gas prices was generally attributed to the downturn in the
nations economy experienced during the prior 18 months. The decrease in natural
gas produced was attributed to lost production stemming from several well
equipment failures experienced during the latter part of the six month period
ended August 31, 2002 along with normal well production decline
rates.

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.

The decrease in natural gas revenues for the three months
ended August 31, 2002 as compared to the three months ended August 31, 2001 was
attributed to a $0.07 per Mcf (4%) decrease in the average natural gas price
received along with a 6,400 Mcf  (11%), decrease in natural gas produced. The
decrease in production was attributed to lost production caused by well
equipment failures experienced during the three month period ended August 31,
2002 along with projected well production decline rates.

##### Real estate rental:

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. It is anticipated that real estate
rental income will remain constant over the remainder of the current year as
occupancy is near capacity.

Real estate rental income declined by $1,000, approximately
$330 per month, during the three months ended August 31, 2002 compared to the
three month period ended August 31, 2001. Real estate rental income declined by
$3,400, approximately $570 per month, during the six month period ended August
31, 2002 compared to the six month period ended August 31, 2001. Intermountain
sold its Fredonia shop building in February of 2002 which resulted in a $750 per
month reduction in real estate rental revenues beginning in March, 2002. The
reduction in real estate rental revenue was partially offset by an increase in
occupancy at the Farmington office building during the six month period ended
August 31, 2002.

##### Asphalt storage and manufacturing:

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 during the current year periods. 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 decrease in revenues from asphalt products manufacturing
and storage for the three and six month periods ended August 31, 2002 compared
to the three and six month periods ended August 31, 2001 was directly a result
of the January 1, 2002 change in the operating agreement with Paramount. During
the six month period ended August 31, 2002, Intermountain recognized $19,000
from equipment rental plus $37,000 in fees for products shipped by Paramount
from the Fredonia, AZ facility. During the six months ended August 31, 2001,
Intermountain recognized $371,000 from the sale of asphalt products from the
facility.

##### Consulting fee revenues:

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. It is anticipated that consulting fee revenues
will remain constant for the remainder of the current year.

The increase in consulting fee revenues for the three and six
month periods ended August 31, 2002 compared to the three and six month periods
ended August 31, 2001 was the direct result of the increase in the monthly fees
for accounting and management services provided to Red Hills Manufacturing from
$1,000 per month to $3,000 per month.

#### Costs and Expenses:

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





|                                           | Three Months Ended
|------------------------------------------ | ------------------
|                                           | August 31, 2002   
|Cost of sales                              | $     42,129      
|General and administrative costs           | 73,961            
|Depletion, depreciation and amortization   | 15,505            
|Interest and investment (income) loss, net | 18,155            
|Total costs and expenses                   | $ 149,750         
|                                           |                   
|                                           | Six Months Ended  
|                                           | August 31, 2002   
|Cost of sales                              | $     90,079      
|General and administrative costs           | 153,172           
|Depletion, depreciation and amortization   | 30,892            
|Interest and investment income, net        | 15,847            
|Total costs and expenses                   | $ 289,990         
|                                           |                   

Costs and expenses decreased overall by $33,000 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 a $1,000 decrease in
costs of sales, an $11,000 decrease in general and administrative costs, and a
$21,000 increase in net interest and investment income, offset by only a slight
decrease in depletion and depreciation expense.

Costs and expenses decreased overall by $18,000 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 a $6,000
decrease in general and administrative costs and a $21,000 increase in net
interest and investment income, offset by a $9,000 increase in cost of
sales.

Costs and expenses decreased overall by $428,000 during the
six month period ended August 31, 2002 compared to six month period ended August
31, 2001. The decrease in costs and expenses consisted of a $413,000 decrease in
cost of sales, a $30,000 decrease in general and administrative costs, and an
$11,000 decrease in depletion and depreciation expense, offset by a $24,000
decrease in net interest and investment income.

Costs and expenses decreased overall by $380,000 during the
three month period ended August 31, 2002 compared to the three month period
ended August 31, 2001. The decrease in costs and expenses consisted of a
$377,000 decrease in cost of sales, an $8,000 decrease in general and
administrative costs, and a $6,000 decrease in depreciation and amortization
expense, offset by a $21,000 decrease in net interest and investment
income.

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

##### Cost of sales:

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

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.

The decrease in cost of sales during the six month period
ended August 31, 2002 as compared to the six month period ended August 31, 2001
consisted of a $440,000 decrease in asphalt manufacturing and storage costs
offset by a $27,000 increase in natural gas production costs.

The decrease in asphalt manufacturing and storage costs was
directly the result of the January 1, 2002 change in the operating agreement
with Paramount wherein Intermountain is no longer responsible for the direct
operation of the facility. During the six month period ended August 31, 2002,
Intermountain incurred $6,000 for insurance and ongoing maintenance costs
associated with the refining and asphalt facility.

The increase in natural gas production costs during the six
month period ended August 31, 2002 compared to the six month period ended August
31, 2001consisted of a $27,000 increase in well equipment repairs costs, and a
$3,000 increase in salt water disposal costs, offset by a $3,000 overall
decrease in all other natural gas production costs. During the six month period
ended August 31, 2002, Intermountain incurred $45,000 for well equipment repairs
compared to $17,000 incurred during the six month period ended August 31, 2001.

The decrease in cost of sales during the three month period
ended August 31, 2002 as compared to the three month period ended August 31,
2001 consisted of a $388,000 decrease in asphalt manufacturing and storage costs
offset by an $11,000 increase in natural gas production costs.

The decrease in asphalt manufacturing and storage costs during
the three month period ended August 31, 2002 compared to the three month period
ended August 31, 2001 was attributed to the January 1, 2002 operating agreement
change with Paramount as previously discussed. During the three month period
ended August 31, 2002, Intermountain incurred $2,000 for insurance and ongoing
maintenance costs associated with the refining and asphalt facility.

The increase in natural gas production costs during the three
month period ended August 31, 2002 compared the three month period ended August
31, 2001 consisted of a $10,000 increase in well equipment repairs and a $1,000
overall increase in all other natural gas production costs. During the three
month period ended August 31, 2002, Intermountain incurred $20,000 in well
equipment repair costs compared to $10,000 incurred during the same period of
the prior year.

##### General and administrative expenses:

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

The decrease in general and administrative expenses during the
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.

The decrease in general and administrative expenses during the
six month period ended August 31, 2002 as compared to the six month period ended
August 31, 2001 was primarily due to a $28,000 decrease in legal, accounting and
printing costs that were directly related to Intermountain's Form S-1
registration and subsequent distribution of common stock that was completed
during the prior year. During the six month period ended August 31, 2002,
Intermountain incurred $18,000 in professional legal, accounting and printing
costs compared to $46,000 incurred during the six month period ended August 31,
2001. Other significant changes during the six month period ended August 31,
2002 as compared to the six month period ended August 31, 2001 included a $5,000
decrease in travel costs offset by a $3,000 increase in office supplies. During
the six month period ended August 31, 2001, Intermountain incurred approximately
$7,000 in travel costs related to contract negotiations and recommissioning of
the electric generation equipment. During the six month period ended August 31,
2002, Intermountain incurred approximately $2,000 in travel costs. The increase
in office supplies expenses was primarily due to the purchase of  office
equipment supplies, such as printer and copier cartridges, during the six month
period ended August 31, 2002 which was seen more as a timing difference rather
than a trend.  There were no significant changes in other general and
administrative cost categories during the six month period ended August 31, 2002
as compared to the six month period ended August 31, 2001.

The decrease in general and administrative expenses during the
three month period ended August 31, 2002 as compared to the three month period
ended August 31, 2001 was substantially attributed to a $9,000 decrease in legal
and accounting costs and a $3,000 decrease in travel costs, offset by a $3,000
increase in officer life insurance and a $1,000 increase in liability and
casualty insurance costs.

The decrease in legal and accounting costs during the three
month period ended August 31, 2002 was directly related to the prior year
completion of the registration and distribution of Intermountain's common stock.
The reduction in travel expenses was attributed to a reduction in travel
requirements during the three month period ended August 31, 2002 as compared to
the three month period ended August 31, 2001. The increase in officer life
insurance costs during the three month period ended August 31, 2002 was the
result of the continued decline in the cash value of a $500,000 policy on the
life of William Hagler. Intermountain opted to surrender the policy during the
three month period ended August 31, 2002. The surrender of the life insurance
policy was estimated to result in an overall reduction in the cost of officer
life insurance of approximately $24,000 per year.  The increase in liability and
casualty insurance costs during the three month period ended August 31, 2002 was
the result of a change in the allocation of insurance costs to general
administrative activities as a result of the change in the operation of the
asphalt manufacturing and storage facility.

##### Depreciation and Depletion:

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.

The decline in depreciation and depletion expense during the
six month period ended August 31, 2002 compared to the six month period ended
August 31, 2001 consisted of a $1,000 decrease in natural gas depletion expense,
an $8,000 decrease in Farmington office building depreciation, and a $2,000
decrease in depreciation on refining and asphalt manufacturing and storage
assets. The decline in depreciation and depletion expense during the three month
period ended August 31, 2002 compared to the three month period ended August 31,
2001 consisted of a $1,000 decrease in natural gas depletion expense, a $4,000
decrease in Farmington office building depreciation, and a $1,000 decrease in
depreciation on refining and asphalt manufacturing and storage assets. The
decrease in the Farmington office building depreciation was the result of the
original capitalized cost of the Farmington office being fully depreciated in
February, 2002. The decrease in depreciation of the Fredonia assets was the
result of the sale of the refinery office and shop building in February, 2002.
The decrease in depletion expense was the result of lower production of gas
during the three and six month periods ended August 31, 2002 compared to the
three and six month periods ended August 31, 2001.

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

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

The increase in interest and investment income 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.

The decrease in interest and investment income for the six
months ended August 31, 2002 compared to the same period of the prior year
consisted of an $8,000 decrease in interest income and a $21,000 decrease in
investment earnings offset by a $4,000 decrease in interest expense. The
reduction in interest income was attributed to lower interest rates on bank
deposits and a decrease in average cash balances during the six  month period
ended August 31, 2002 compared to the same period during the prior year. The
significant reduction in investment income during the six month period ended
August 31, 20002 was due to the recognition of a $21,000 loss on the sale of
mutual fund investments that had been declining in value over the prior two
years. Interest expense was $0 for the six month period ended August 31, 2002
compared to $4,000 during the same period during the prior year. The decrease in
interest expense was the result of the retirement of the credit line payable
during the prior year.

The decrease in interest and investment income for the three
month period ended August 31, 2002 compared to the same period of the prior year
consisted of a $2,000 decrease in interest income and a $21,000 decrease in
investment earnings offset by a $3,000 decrease in interest expense. The
decrease in interest income was mainly attributed to a decrease in average
interest rates during the three month period ended August 31, 2002 compared to
the same period of the prior year. The decrease in investment income during the
three month period ended August 31, 2002 compared to the same period of the
prior year was the result of the recognition of a $21,000 loss on the sale of
mutual fund investments. The decline in interest expense during the three month
period ended August 31, 2002 was the result of the retirement of the credit line
payable during the prior year. Interest expense on the credit line was
approximately $3,000 during the three month period ended  August 31, 2001.
Intermountain incurred $0 of interest expense during the three month period
ended August 31, 2002.

### Inflation, Deflation and Changing Prices:

The results of operations and capital expenditures will
continue to be affected by inflation, deflation and changing prices. 
Prices of 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 17, 2003, William N. Hagler
and Rick L. Hurt, representing all of the officers and directors of
Intermountain, updated their evaluation of Intermountain's disclosure controls
and procedures and concluded that such controls were adequate as of that
date.

### Changes in Internal Controls:

There have been no significant changes in Intermountain's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of 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, 2003 through the solicitation
of proxies or otherwise.





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

### Index to Financial Statements



|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|                                                                                           |     
|Balance Sheet as of August 31,
2003                                                        | 12  
|                                                                                           |     
|Statements of Operations and
Comprehensive Income/Loss for the three and six month periods |     
|ended August 31,
2002 and August 31, 2003                                                  | 13  
|                                                                                           |     
|Statements of Cash Flows for the
six month periods ended                                   |     
|August 31, 2002
and August 31, 2003                                                        | 14  
|                                                                                           |     
|Notes to financial
statements                                                              | 15  
|                                                                                           |     





|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet – Unaudited                                                  |  |            
|August 31, 2003                                                            |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   673,670
|Accounts receivable                                                        |  | 111,000    
|Inventories                                                                |  | 2,390      
|Prepaid expenses                                                           |  | 4,434      
|Total Current Assets                                                       |  | 791,494    
|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)                        |  | 1,035,836  
|                                                                           |  | 2,167,104  
|Less accumulated depletion and
depreciation                                |  | (1,777,080)
|                                                                           |  | 390,024    
|Other Assets                                                               |  |            
|Electric generation equipment available for
sale                           |  | 515,000    
|Available-for-sale
investments                                             |  | 67,570     
|Other assets                                                               |  | 35,577     
|                                                                           |  | 618,147    
|Total Assets                                                               |  | $ 1,799,665
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $    26,039
|Taxes other than income
taxes                                              |  | 2,856      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 28,895     
|Deferred
Taxes                                                             |  | 1,278      
|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                                                          |  | 311,805    
|Accumulated other comprehensive gain                                       |  | 2,373      
|                                                                           |  | 1,769,492  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 1,799,665
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            





|Intermountain Refining Co., Inc.                                                                                                                                                                                                                                                           |                    |                  |                |             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------ | ---------------- | -------------- | ------------
|Statements of Operations and Comprehensive Income
(Loss)                                                                                                                                                                                                                                   |                    |                  |               
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|                                                                                                                                                                                                                                                                                           | Three months ended | Six months ended
|                                                                                                                                                                                                                                                                                           | August 31,         | August 31,       | August 31,     | August 31,  
|                                                                                                                                                                                                                                                                                           | 2002               | 2003             | 2002           | 2003        
|                                                                                                                                                                                                                                                                                           | (Unaudited)        | (Unaudited)      | (Unaudited)    | (Unaudited) 
|Revenues                                                                                                                                                                                                                                                                                   |                    |                  |                |             
|Oil and gas production revenues –
Note B                                                                                                                                                                                                                                                   | $    92,551        | $   164,122      | $   183,718    | $   335,614 
|Asphalt equipment rental and fees                                                                                                                                                                                                                                                          | 39,674             | 46,751           | 56,036         | 63,428      
|Real estate rental income                                                                                                                                                                                                                                                                  | 6,066              | 6,300            | 10,626         | 12,600      
|Consulting fees                                                                                                                                                                                                                                                                            | 9,000              | 9,000            | 18,000         | 18,000      
|                                                                                                                                                                                                                                                                                           | 147,291            | 226,173          | 268,380        | 429,642     
|Costs and Expenses                                                                                                                                                                                                                                                                         |                    |                  |                |             
|Cost of sales                                                                                                                                                                                                                                                                              | 42,129             | 51,224           | 90,079         | 89,313      
|General and administrative                                                                                                                                                                                                                                                                 | 73,961             | 67,807           | 153,172        | 142,045     
|Depletion, depreciation and
amortization                                                                                                                                                                                                                                                   | 15,505             | 15,528           | 30,892         | 30,654      
|Interest and investment (income)/loss,
net                                                                                                                                                                                                                                                 | 18,155             | (2,375)          | 15,847         | (5,253)     
|                                                                                                                                                                                                                                                                                           | 149,750            | 132,184          | 289,990        | 256,759     
|Income (Loss) From Operations Before Income
Taxes                                                                                                                                                                                                                                          | (2,459)            | 93,989           | (21,610)       | 172,883     
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                                       |                    |                  |                |             
|Current                                                                                                                                                                                                                                                                                    | -                  | -                | -              | -           
|Deferred                                                                                                                                                                                                                                                                                   | -                  | -                | -              | -           
|                                                                                                                                                                                                                                                                                           | -                  | -                | -              | -           
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|Net Income (Loss) - Note A                                                                                                                                                                                                                                                                 | (2,459)            | 93,989           | (21,610)       | 172,883     
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|Other Comprehensive Income (Loss), net of
tax:                                                                                                                                                                                                                                             |                    |                  |                |             
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                                |                    |                  |                |             
|Unrealized holding gain (loss) arising during the period
(net of deferred tax (expense) benefit of  $1,104 and $1,535 for the three and
six month periods ended August 31, 2002, respectively and $666 and $(278) for
the three and six month periods ended August 31, 2003,
respectively) | (2,049)            | (1,236)          | (2,847)        | 516         
|Less: reclassification adjustment for losses included in net
loss (net of deferred taxes of $7,399 for the three and six month periods ended
August 31, 2002)                                                                                                                              | 13,740             | -                | 13,740         | -           
|Other comprehensive income (loss)                                                                                                                                                                                                                                                          | 11,691             | (1,236)          | 10,893         | 516         
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|Comprehensive Income (Loss)                                                                                                                                                                                                                                                                | $    9,232         | $   92,753       | $    (10,717)  | $   173,399 
|                                                                                                                                                                                                                                                                                           | =========          | =========        | =========      | =========   
|Weighted Average Number of Shares
Outstanding                                                                                                                                                                                                                                              | 1,155,609          | 1,155,609        | 1,155,609      | 1,155,609   
|                                                                                                                                                                                                                                                                                           |                    |                  |                |             
|Basic and Fully Diluted Earnings Per
Share                                                                                                                                                                                                                                                 |                    |                  |                |             
|Net income (loss) per common
share                                                                                                                                                                                                                                                         | $      
(0.00)     | $      
0.08     | $      
(0.02) | $      
0.15
|                                                                                                                                                                                                                                                                                           | ========           | ========         | ========       | ========    
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                 |                    |                  |                |             





|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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Collection of account receivable from related party from
sale of building                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Purchase of oil producing properties – Note
B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Purchases of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Proceeds from the sale of available for sale mutual
funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(Increase) decrease in cash value of life
insurance polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Proceeds from redemption of matured certificate of
deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Net Cash Flow Provided (Used) by Investing
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Increase (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, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Intermountain paid interest of $0 during the six month
period ended August 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Intermountain paid income taxes of  $100 during the six
month period ended August 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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, 2002, Intermountain's available for sale investments increased in
value by $10,893, net of deferred taxes of $5,864. The $10,893 net of deferred
tax increase in value was the primarily the result of the sale of mutual fund
investments that had previously declined in market value. The loss on the sale
of the investments has been recognized and included in results of operations for
the three and six month periods ended August 31,
2002.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.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





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

The accompanying balance sheet as of August 31, 2003 and the
statements of operations for the three and six month periods ended August 31,
2002 and August 31, 2003, and the statements of cash flows for the six month
periods ended August 31, 2002 and August 31, 2003 have been prepared by
Intermountain, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash at August 31,
2003, and for all periods presented, have been made.

It is suggested that these unaudited financial statements be
read in conjunction with the audited financial statements for the year ended
February 28, 2003. The results of operations for the six months ended August 31,
2003 are not necessarily indicative of the operating results for the full
year.

Intermountain's financial statements for the six months ended
August 31, 2003 have been prepared on a going concern basis which contemplates
the realization of assets and the settlement of liabilities and commitments in
the normal course of business. Management recognizes that Intermountain
must generate additional revenues to avoid depleting its resource base.
Intermountain has positive working capital and positive stockholders’
equity at August 31, 2003 and has no debt service requirements. Management
believes that the current revenue stream would allow Intermountain to sustain
its operations on an ongoing basis for at least the next fiscal year.

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

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

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

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

The $50,105 investment in the oil producing property has been
capitalized as proven developed reserves and is being amortized using the units
of production method. Results of operations for the oil producing property are
included in the accompanying statement of operations for the three and six month
periods ended August 31, 2003.

### 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, 2003. Subsequent to August 31, 2003 but
prior to filing of this Form 10-QSB, Intermountain filed a Form 8-K, dated
September 17, 2003, and subsequent amendment, reporting a change in
Intermountain’s certifying accountant.

### Exhibits:

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



|Exhibit | Description                                                                          
|------- | -------------------------------------------------------------------------------------
|3.1     | Amended and Restated Articles of Incorporation                                       
|3.2     | Bylaws                                                                               
|10.1    | Stock Purchase Agreement                                                             
|10.2    | Novation Agreement                                                                   
|10.2.1  | Amendment No. 1 to the Novation Agreement                                            
|10.3    | Trust Agreement                                                                      
|10.4    | Oneok / Kinder Morgan / KN Energy Gas Sales
Agreement                                
|10.5    | Paramount Petroleum Agreement                                                        
|99.1    | Certification of  Chief Executive Officer under Sec.906 of
Sarbanes-Oxley Act of 2002
|99.2    | Certification of  Chief Financial Officer under Sec.906 of
Sarbanes-Oxley Act of 2002

### Signatures

Pursuant to the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Farmington, State of New
Mexico, on October 7, 2003.

Intermountain Refining Co., Inc.

By:/s/ William N.
HaglerWilliam N. Hagler, President

Pursuant to the requirements of the Exchange Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ William N.
Hagler_________________   Date: October 7,
2003William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt ____________________   Date: October __,
2003Rick L. Hurt, Secretary, Treasurer, Director

### Certifications



I, Rick L. Hurt, certify that:

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



Date:____October  7 , 2003_________________

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

I, William N. Hagler, certify that:



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



Date:____October  7,2003_______________

/s/__William N. Hagler_______________

William N. Hagler, President, Director

### 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.





October 7, 2003
/s/ William N. Hagler

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

Date
William N. Hagler

President and Chief Executive Officer



### 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.





October 7, 2003
/s/ Rick L. Hurt

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

Date
Rick L. Hurt

Treasurer and Chief Financial Officer









###