AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON



October 10, 2005



SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.  20549



### FORM 10-QSB

(Mark One)

[  X ]          QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For the quarterly period ended:August 31, 2005



[   ]           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,
2005.Transitional Small Business Disclosure
Format (Check One): Yes[ ] No [X]

10-QSB1<Page>

### Table Of Contents





|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|Financial Statements of Intermountain                                                 | 2   
|Management's Discussion and Analysis of Financial Condition
and Results of Operations | 2   
|Intermountain's Business Activities                                                   | 2   
|Liquidity and Capital Resources                                                       | 2   
|Cash Requirements as of August 31, 2005                                               | 3   
|Results of Operations                                                                 | 3   
|Inflation, Deflation and Changing Prices                                              | 8   
|Controls and Procedures                                                               | 8   
|Legal Proceedings                                                                     | 8   
|Submission of Matters to a Vote of Security
Holders                                   | 9   
|Index To Financial Statements                                                         | 9   
|Exhibits and Reports on Form 8-K                                                      | 14  
|Signatures                                                                            | 14  
|Certifications Under New Exchange Act Rules 13a-14 and
15d-14                         | 15  



### Financial Statements of Intermountain

The financial statements of Intermountain as of August 31,
2005 and for the three and six month periods ended August 31, 2004 and August
31, 2005 are included beginning on page 9 of this report.

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

The following discussion of our financial condition as of
August 31, 2005 and results of operations for the three and six month periods
ended August 31, 2004 and August 31, 2005, 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, on a fee basis, of asphalt paving products
manufacturing and storage facilities in Fredonia, Arizona

Other business activities including providing management and
consulting services to others and leasing unused space in Intermountain's office
building.

### Liquidity and Capital Resources:

Management believes that cash flow from ongoing operations
will be adequate to meet cash demands for the coming year.

10-QSB2<Page>

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



|                          | February 28, 2005 | % Change | August 31, 2005
|------------------------- | ----------------- | -------- | ---------------
|Cash and cash equivalents | $     803,175     | 3%       | $     824,079  
|                          |                   |          |                
|Working capital           | $     815,542     | (8)%     | $     748,697  

During the six months ended August 31, 2005, Intermountain
realized a $53,000 increase in cash from operating activities offset by a
$32,000 decrease in cash from non-operating activities. Significant or unusual
operating cash items during the period consisted of $163,000 cash used for the
abatement of asbestos containing materials at Intermountain's asphalt products
manufacturing and storage facility. The $32,000 decrease in cash from
non-operating sources consisted mainly of $28,000 cash used to purchase new fuel
tanks and cooling system improvements on the electric generation equipment in
preparation for an anticipated sale.

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

### Cash requirements as of August 31,
2005:

Estimated cash requirements for the next twelve months
include:

- $25,000 per month in normal general and administrative costs
including costs to operate our Farmington office building
- $20,000 estimated remaining costs to complete asbestos
abatement at Intermountain's asphalt products manufacturing and storage
facility
- $1,000 estimated monthly costs (excluding asbestos abatement
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:

- $40,000 per month (net of production costs) from estimated oil
and natural gas operations based on results of operations during the six months
ended August 31, 2005 along with projections of production and prices during the
next 12 months
- $2,200 per month from Farmington office space rental and
consulting services
- $1,500 per month interest and dividends earned on cash
balances and other investments
- $15,700 per month from the asphalt equipment rental and
throughput fees based on estimated annual asphalt product shipments of 15,000
tons
- $274,000 from the sale of the electric generation facility
which is expected to close in October 2005

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.

### 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, 2004   
|Revenues                                                | $   220,662       
|Costs and Expenses                                      | 126,935           
|Net income (loss) before taxes                          | 93,727            
|Income taxes                                            | 62                
|Net income                                              | $     93,665      
|10-QSB3<Page>                                           |                   
|                                                        | Six months ended  
|                                                        | August 31, 2004   
|Revenues                                                | $   412,295       
|Costs and expenses (excluding asbestos abatement
costs) | 264,547           
|Asbestos abatement costs                                | -                 
|Net income (loss) before taxes                          | 147,748           
|Income taxes                                            | 62                
|Net income (loss)                                       | $  147,686        



#### Revenues:

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



|                                             | Three months ended
|-------------------------------------------- | ------------------
|                                             | August 31, 2004   
|Oil and gas production                       | $   155,856       
|Asphalt equipment rental and throughput fees | 49,881            
|Real estate rental                           | 5,925             
|Consulting fees                              | 9,000             
|Total Revenues                               | $   220,662       
|                                             |                   
|                                             | Six months ended  
|                                             | August 31, 2004   
|Oil and gas production                       | $   307,793       
|Asphalt equipment rental and throughput fees | 74,002            
|Real estate rental                           | 12,500            
|Consulting fees                              | 18,000            
|Total Revenues                               | $  412,295        



Changes in individual components of revenues are discussed
below:

##### Natural gas revenues:

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



|                                | For the three months
ended | For the six months ended
|------------------------------- | -------------------------- | ------------------------
|                                | August 31, 2004            | August 31, 2005         
|Natural gas produced, net (Mcf) | 43,742                     | 47,652                  
|Average selling price ($/Mcf)   | $3.36                      | $3.91                   
|Crude oil produced, net (Bbls)  | 250                        | 269                     
|Average selling price ($/Bbl)   | $35.20                     | $45.20                  

The increase in oil and natural gas revenues for the six
months ended August 31, 2005 as compared to the six months ended August 31, 2004
consisted of an $82,000 increase in natural gas sales and a $1,000 increase in
crude oil revenues. The increase in natural gas revenues consisted of a $2,000
increase in Kansas revenues plus the addition of $80,000 from New Mexico gas
properties, which were acquired in August 2004. Kansas natural gas revenues
consisted of a 12,567 Mcf (14%) decrease in production offset by a $0.51/Mcf
(16%) increase in selling price.  New Mexico natural gas revenues consisted of
the production of 14,524 Mcf at an average selling price of $5.55/Mcf. The
increase in crude oil revenues consisted of a 106 Bbl (21%) decrease in
production offset by a $12.29/Bbl (36%) increase in selling price. Due to the
complexity of 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.

10-QSB4<Page>

The decrease in oil and natural gas revenues for the six
months ended August 31, 2004 as compared to the six months ended August 31, 2003
consisted of a $38,000 decrease in natural gas sales offset by a $10,000
increase in oil sales. The decrease in natural gas revenues was mainly
attributed to the prior year one time recognition of $22,000 from the resolution
of a previously disputed payment. Otherwise, natural gas production declined by
2,200 Mcf (2%) and average sale prices declined by $0.09 per Mcf (3%) during the
six months ended August 31, 2004 as compared to the six months ended August 31,
2003. Crude oil production increased by 243 Bbls (90%) and average sales prices
increased by $7.06 per Bbl (26%) during the six months ended August 31, 2004 as
compared to the six months ended August 31, 2003. The increase in oil production
was attributed to the timing of a March 2004 shipment of oil that had been
produced in January and February 2004, and a slight increase in daily production
from the Nebraska properties.

The increase in oil and natural gas revenues for the three
month period ended August 31, 2005 as compared to the three month period ended
August 31, 2004 consisted of a $39,000 increase in natural gas revenues along
with a $3,000 increase in crude oil revenues. The increase in natural gas
revenues consisted of the addition of $41,000 from the New Mexico properties,
which were acquired in August 2004, offset by a $2,000 decrease in Kansas
revenues. Kansas natural gas revenues consisted of a 3,489Mcf (8%) decrease in
production offset by a $0.24/Mcf (7%) increase in natural gas selling price. New
Mexico revenues consisted of 7,399 Mcf produced at an average selling price of
$5.59/Mcf. The increase in crude oil revenues consisted of a 19 Bbl (8%)
increase in production and a $10.00/Bbl (28%) increase in selling
price.

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

##### Leasing of asphalt products manufacturing and storage
facilities:

The increase in asphalt equipment rental and throughput fees
for the three and six month periods ended August 31, 2005 as compared to the
three and six month periods ended August 31, 2004 was the result of a slight
increase in quantities shipped from the facility along with the fact that total
annual shipments exceeded 10,000 tons as of August 31, 2005, which triggered the
recognition of supplemental throughput fees under the agreement with Paramount.
The supplemental throughput fee provision of the contract had not been triggered
during the six month period ended August 31, 2004. It is anticipated that
Paramount's asphalt product shipments from the facility during the remainder of
the current paving season will be consistent with end of paving season shipments
during the prior year.

The increase in asphalt equipment rental and throughput fees
for the three and six month periods ended August 31, 2004 compared to the three
and six month periods ended August 31, 2003 was the result of a slight increase
in quantities shipped from the facility.

##### Real estate rental:

The decrease in real estate rental revenues for the six months
period ended August 31, 2005 as compared to the six month period ended August
31, 2004 consisted of an average $66 per month decrease primarily due to a
slight decrease in occupancy at Intermountain's Farmington, NM office building.
Occupancy at the facility did however rebound slightly during the three month
period ended August 31, 2005 as compared to the three month period ended August
31, 2004 which resulted in a $15 per month increase. Intermountain presently has
three small office spaces available for rent in the building.

The decrease in real estate rental revenues for the six month
period ended August 31, 2004 as compared to six month period ended August 31,
2003 consisted of an average $17 per month decrease due to a slight reduction in
occupancy. In addition, as a result of the reduction in occupancy, real estate
rental revenues decreased by an average $133 per month during the three month
period ended August 31, 2004 as compared to the three month period ended August
31, 2003.

10-QSB5<Page>

##### Consulting fee revenues:

Consulting fee revenues decreased for the three and six month
periods ended August 31, 2005 as compared to the three and six month periods
ended August 31, 2004 due to the April 1, 2005 reduction in the monthly
consulting fee charged to Red Hills Manufacturing. It is expected that the
current consulting fee of $250 per month will remain in effect for the remainder
of the current year.

There was no change in consulting fee revenues for the three
and six month periods ended August 31, 2004 compared to the three and six month
periods ended August 31, 2003.

#### Costs and Expenses:

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





|                                                      | Three Months Ended
|----------------------------------------------------- | ------------------
|                                                      | August 31, 2004   
|Cost of sales                                         | $     48,901      
|General and administrative costs                      | 67,835            
|Depletion, depreciation and amortization              | 12,238            
|Accretion of discount on asset retirement
obligations | 773               
|Impairment of electrical generation equipment         | -                 
|Interest and investment (income) loss, net            | (2,812)           
|Total costs and expenses                              | $ 126,935         
|                                                      |                   
|                                                      | Six Months Ended  
|                                                      | August 31, 2004   
|Cost of sales                                         | $     94,260      
|General and administrative costs                      | 147,796           
|Depletion, depreciation and amortization              | 25,164            
|Accretion of discount on asset retirement
obligations | 1,546             
|Asbestos abatement obligations                        | -                 
|Impairment of electrical generation equipment         | -                 
|Interest and investment income, net                   | (4,219)           
|Total costs and expenses                              | $ 264,547         
|                                                      |                   



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

##### Cost of sales:

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

The increase in cost of sales for the six months ended August
31, 2005 compared to the six months ended August 31, 2004 consisted of a
$167,000 increase oil and natural gas production costs offset by an $11,000
decrease in asphalt facility maintenance costs (excluding asbestos abatement
costs). The increase in oil and natural gas production costs consisted of a
$140,000 increase in Kansas natural gas production costs along with the addition
of $27,000 in production costs associated with the New Mexico natural gas
properties that were acquired in August 2004. Production costs associated with
the Nebraska oil properties were relatively unchanged. The significant increase
in Kansas production costs was attributed to several major well equipment
failures including three production casing failures. Well pump, production
casing and tubing, and surface equipment failures occur randomly and the timing
and cost of repairs cannot be accurately predicted.

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

10-QSB6<Page>

The increase in cost of sales for the three months ended
August 31, 2005 compared to the three months ended August 31, 2004 consisted of
a $148,000 increase in oil and natural gas production costs offset by an $8,000
decrease in asphalt facility maintenance costs (excluding asbestos abatement
costs). The increase in oil and natural gas production costs consisted of a
$134,000 increase in Kansas production costs and the addition of $14,000
production costs associated with the New Mexico gas properties that were
acquired in August 2004. Production costs associated with the Nebraska
properties were relatively unchanged. The significant increase in Kansas
production costs was the result of three production casing failures.

The decrease in cost of sales for the three months ended
August 31, 2004 compared to the three months ended August 31, 2003 consisted of
an $8,000 decrease in oil and natural gas production costs offset by a $5,000
increase in refinery and asphalt facility maintenance costs. The decrease in oil
and natural gas production costs consisted of a $4,000 decrease in natural gas
production costs and a $3,000 decrease in crude oil production costs. The
decrease in natural gas production costs consisted of a $1,000 increase in
utility costs offset by a $1,000 decrease in salt water disposal costs and a
$4,000 decrease in equipment repair costs. The decrease in crude oil production
costs consisted of a $4,000 reduction in equipment repair costs, offset by an
overall $1,000 increase in all other cost categories.

##### General and administrative expenses:

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

The increase in general and administrative expenses during the
six months ended August 31, 2005 as compared to the six months ended August 31,
2004 was primarily the result of a $4,000 increase in group insurance costs.
General and administrative costs during the three month period August 31, 2005
compared to the three month period ended August 31, 2004 were relatively
unchanged.

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

##### Asbestos abatement obligation:

In April 2005, Intermountain initiated a project to dismantle
portions of its refining equipment at its Fredonia facility that is no longer
used for ongoing operations. As part of the dismantling process, Intermountain
identified the presence of asbestos containing materials in portions of the
equipment being dismantled. Intermountain engaged consultants to perform initial
evaluations of the facility and to prepare plans for the abatement and disposal
of the asbestos containing materials. Intermountain also engaged a certified
asbestos abatement contractor to implement the abatement plan. As of May 31,
2005, Intermountain recognized an initial estimate of $175,0000 asbestos
abatement costs. During the six month period ended August 31, 2005,
Intermountain incurred $163,357 of consulting and abatement costs associated
with the obligation. Intermountain believes that abatement and disposal of the
asbestos containing materials will be completed prior to the end of the current
year. It is anticipated that Intermountain will recover a portion of the
asbestos abatement costs from the reclamation and sale of scrap metals from the
site.

##### Impairment of electric generation
equipment:

During the six months ended August 31, 2005, Intermountain
entered into a memorandum of understanding to sell its electric generation
equipment, including the land and building on which the equipment is situated,
to a regional electric power distributor for approximately $274,000. As of
August 31, 2005, Intermountain reclassified fuel inventory, valued at $2,390,
and land and generator building, valued at $3,178 (net of accumulated
depreciation of $26,149), to electric generation equipment. In addition, during
the six month period ended August 31, 2005, Intermountain capitalized $28,378
for new fuel tanks and certain cooling system improvements to the electric
generation equipment as provided by the memorandum of understanding. As of
August 31, 2005, Intermountain recognized an additional impairment in value on
the electric generation equipment of $30,303 representing the excess of the then
carrying value of the facility over the expected sale proceeds. It is
anticipated that closing on the sale will take place in October, 2005.

##### Depreciation and Depletion:

Depreciation and depletion costs during the three and six
month periods ended August 31, 2005 as compared to the three and six month
periods ended August 31, 2004 was relatively unchanged but consisted of an
increase in depletion expense (attributed mainly to the addition of the New
Mexico gas properties) offset by a $1,000 per month decrease in asphalt facility
depreciation.

10-QSB7<Page>

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

##### 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 six
months ended August 31, 2005 as compared to the six months ended August 31, 2004
consisted of a $1,900 increase in interest earned on cash balances along with a
$2,600 increase in investment income. The increase in interest and investment
income for the three months ended August 31, 2005 as compared to the three
months ended August 31, 2004 consisted of a $2,200 increase in interest earned
on cash balances offset by a $300 decrease in investment income. Intermountain
incurred no interest expense during the three and six month periods ended August
31, 2005 and August 31, 2004.

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

### 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 26, 2005, 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.

10-QSB8<Page>

### 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, 2005 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,
2005                                                        | 10  
|                                                                                           |     
|Statements of Operations and
Comprehensive Income/Loss for the three and six month periods |     
|ended August 31,
2004 and August 31, 2005                                                  | 11  
|                                                                                           |     
|Statements of Cash Flows for the
six month periods ended                                   |     
|August 31, 2004
and August 31, 2005                                                        | 12  
|                                                                                           |     
|Notes to financial
statements                                                              | 13  
|                                                                                           |     

10-QSB9<Page>



|Intermountain Refining Co., Inc.                                           |  |            
|-------------------------------------------------------------------------- |  | -----------
|Balance Sheet – Unaudited                                                  |  |            
|August 31, 2005                                                            |  |            
|                                                                           |  |            
|Assets                                                                     |  |            
|Current Assets                                                             |  |            
|Cash and cash equivalents                                                  |  | $   824,079
|Accounts receivable                                                        |  | 151,789    
|Prepaid expenses                                                           |  | 5,689      
|Total Current Assets                                                       |  | 981,557    
|Property, Plant and
Equipment, net of valuation allowances                 |  |            
|Land, buildings and improvements - Note
C                                  |  | 355,092    
|Equipment                                                                  |  | 45,990     
|Crude oil refining equipment                                               |  | 581,919    
|Oil and gas properties, (successful
efforts method)                        |  | 1,473,390  
|                                                                           |  | 2,456,391  
|Less accumulated depletion and
depreciation                                |  | (1,751,601)
|                                                                           |  | 704,790    
|Other Assets                                                               |  |            
|Electric generation equipment available for sale - Note
C                  |  | 273,643    
|Available-for-sale
investments                                             |  | 127,137    
|Other assets                                                               |  | 37,465     
|                                                                           |  | 438,245    
|Total Assets                                                               |  | $ 2,124,592
|                                                                           |  |            
|Liabilities and Stockholders' Equity                                       |  |            
|Current Liabilities                                                        |  |            
|Accounts payable                                                           |  | $   218,456
|Asbestos abatement obligation - Note B                                     |  | 11,643     
|Taxes other than income
taxes                                              |  | 2,761      
|Income taxes payable                                                       |  | -          
|Total Current
Liabilities                                                  |  | 232,860    
|Deferred
Taxes                                                             |  | 19,443     
|Asset Retirement Obligations                                               |  | 39,981     
|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                                                          |  | 340,884    
|Accumulated other comprehensive gain                                       |  | 36,110     
|                                                                           |  | 1,832,308  
|Total Liabilities and Stockholders'
Equity                                 |  | $ 2,124,592
|                                                                           |  |            
|The accompanying notes are an integral part of these
financial statements. |  |            

10-QSB10<Page>



|Intermountain Refining Co., Inc.                                                                                                                                                                                                                                                          |                    |                  |              |              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ---------------- | ------------ | -------------
|Statements of Operations and Comprehensive
Income                                                                                                                                                                                                                                         |                    |                  |             
|                                                                                                                                                                                                                                                                                          |                    |                  |              |              
|                                                                                                                                                                                                                                                                                          | Three months ended | Six months ended
|                                                                                                                                                                                                                                                                                          | August 31,         | August 31,       | August 31,   | August 31,   
|                                                                                                                                                                                                                                                                                          | 2004               | 2005             | 2004         | 2005         
|                                                                                                                                                                                                                                                                                          | (Unaudited)        | (Unaudited)      | (Unaudited)  | (Unaudited)  
|Revenues                                                                                                                                                                                                                                                                                  |                    |                  |              |              
|Oil and gas production revenues, net of
gathering fees and                                                                                                                                                                                                                                |                    |                  |              |              
|production and severance taxes                                                                                                                                                                                                                                                            | $   155,856        | $   198,488      | $   307,793  | $   391,776  
|Asphalt equipment rental and throughput
fees                                                                                                                                                                                                                                              | 49,881             | 96,746           | 74,002       | 127,829      
|Real estate rental income                                                                                                                                                                                                                                                                 | 5,925              | 5,970            | 12,500       | 12,105       
|Consulting fees                                                                                                                                                                                                                                                                           | 9,000              | 750              | 18,000       | 4 ,250       
|                                                                                                                                                                                                                                                                                          | 220,662            | 301,954          | 412,295      | 535,960      
|Costs and Expenses                                                                                                                                                                                                                                                                        |                    |                  |              |              
|Cost of sales                                                                                                                                                                                                                                                                             | 48,901             | 189,492          | 94,260       | 250,859      
|General and administrative                                                                                                                                                                                                                                                                | 67,835             | 67,931           | 147,796      | 151,589      
|Asbestos abatement costs - Note B                                                                                                                                                                                                                                                         | -                  | -                | -            | 175,000      
|Impairment in value of electric generation equipment -
Note C                                                                                                                                                                                                                             | -                  | 30,303           | -            | 30,303       
|Depletion, depreciation and amortization                                                                                                                                                                                                                                                  | 12,238             | 13,556           | 25,164       | 26,739       
|Accretion of discount on asset retirement
obligations                                                                                                                                                                                                                                     | 773                | 672              | 1,546        | 1,343        
|Interest and investment (income),
net                                                                                                                                                                                                                                                     | (2,812)            | (4,725)          | (4,219)      | (8,764)      
|                                                                                                                                                                                                                                                                                          | 126,935            | 297,229          | 264,547      | 627,069      
|Income (Loss) From Operations Before Income
Taxes                                                                                                                                                                                                                                         | 93,727             | 4,725            | 147,748      | (91,109)     
|Provision (benefit) for income
taxes                                                                                                                                                                                                                                                      |                    |                  |              |              
|Current                                                                                                                                                                                                                                                                                   | 62                 | -                | 62           | -            
|Deferred                                                                                                                                                                                                                                                                                  | -                  | -                | -            | -            
|                                                                                                                                                                                                                                                                                          | 62                 | -                | 62           | -            
|Net Income (Loss)                                                                                                                                                                                                                                                                         | 93,665             | 4,725            | 147,686      | (91,109)     
|                                                                                                                                                                                                                                                                                          |                    |                  |              |              
|Other Comprehensive Income, net of tax:                                                                                                                                                                                                                                                   |                    |                  |              |              
|Unrealized gains (losses) on available for sale
securities:                                                                                                                                                                                                                               |                    |                  |              |              
|Unrealized holding gains on investments available for sale
(net of deferred income tax expense of  $1,873 and $2,370 for the three and six
month periods ended August 31, 2004 respectively and $8,101 and $6,055 for the
three and six month periods ended August 31, 2005 respectively. | 3,477              | 15,047           | 4,402        | 11,247       
|Reclassification adjustment for realized loss pm sale of
investments available for sale net of deferred tax of $316                                                                                                                                                                       | -                  | -                | 585          | -            
|Other comprehensive income                                                                                                                                                                                                                                                                | 3,477              | 15,047           | 4,987        | 11,247       
|                                                                                                                                                                                                                                                                                          |                    |                  |              |              
|Comprehensive Income (Loss)                                                                                                                                                                                                                                                               | $   97,142         | $   19,772       | $   152,673  | $   (79,862) 
|                                                                                                                                                                                                                                                                                          | =========          | =========        | =========    | =========    
|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)                                                                                                                                                                                                                                                                         | $      
0.08       | $      
0.00     | $      
0.13 | $      (0.08)
|                                                                                                                                                                                                                                                                                          | ========           | ========         | ========     | ========     
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                |                    |                  |              |              

10-QSB11<Page>



|Intermountain Refining Co.,
Inc.Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Cash Flows From Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Net income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Adjustments to reconcile net loss to net
cash provided (used) by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Depreciation, depletion and
amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Accretion of discount on asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Loss on sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Increase in asbestos abatement obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Impairment in value of electric generation
equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Changes in operating assets and
liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(Increase) decrease in
accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Increase in prepaid expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Decrease in accounts payable
and accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Decrease in income taxes
payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Net Cash Flow Provided by Operating
Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Cash Flows From Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Settlement of asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Purchase of oil producing properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Purchases of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Proceeds from the sale of available for sale
investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Purchase of improvements to electric generation
equipment available for sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(Increase) decrease in cash value of life
insurance polices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Net Cash Flow Used by Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Increase (Decrease) in Cash and Cash
Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Cash and Cash Equivalents at Beginning of
Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Cash and Cash Equivalents at End of
Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Intermountain paid interest of $0 during the six month
period ended August 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Intermountain paid interest of $0 during the six month
period ended August 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Intermountain paid income taxes of  $211 during the six
month period ended August 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Intermountain paid income taxes of  $430 during the six
month period ended August 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Supplemental Schedule of Noncash Investing
Activities:During the six month period ended
August 31, 2004, Intermountain's available for sale investment increased in
value by $4,987 net of deferred taxes of $2,686. The increase in value included
the reclassification to realized loss of $585 net of deferred taxes of
$316.During the six month period ended August 31,
2005, Intermountain’s available for sale investments increased in value by
$11,247, net of deferred taxes of $6,055.During the
six month period ended August 31, 2005, Intermountain reclassified fuel
inventory valued at $2,390, and land and building valued at $3,178 (net of
accumulated depreciation of $26,149), to electric generation equipment available
for sale.
|During the six month period ended August 31, 2004,
Intermountain capitalized $6,600 in estimated asset retirement obligations in
conjunction with the purchase of natural gas producing properties in New
Mexico.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The accompanying notes are an integral part of these
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

10-QSB12<Page>



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

The accompanying balance sheet as of August 31, 2005 and the
statements of operations for the three and six month periods ended August 31,
2004 and August 31, 2005, and the statements of cash flows for the six month
periods ended August 31, 2004 and August 31, 2005 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,
2005, 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, 2005. The results of operations for the six months ended August 31,
2005 are not necessarily indicative of the operating results for the full
year.

### Note B – Asbestos Abatement
Obligation:

In April 2005, Intermountain initiated a project to dismantle
portions of its refining equipment at its Fredonia facility that is no longer
used for ongoing operations. As part of the dismantling process, Intermountain
identified the presence of asbestos containing materials in portions of the
equipment being dismantled. Intermountain engaged consultants to perform initial
evaluations of the facility and to prepare plans for the abatement and disposal
of the asbestos containing materials. Intermountain also engaged a certified
asbestos abatement contractor to implement the abatement plan. As of May 31,
2005, Intermountain recognized an initial estimate of $175,0000 asbestos
abatement costs. During the six month period ended August 31, 2005,
Intermountain incurred $163,357 of consulting and abatement costs associated
with the obligation. Intermountain believes that abatement and disposal of the
asbestos containing materials will be completed prior to the end of the current
year. It is anticipated that Intermountain will recover a portion of the
asbestos abatement costs from the reclamation and sale of scrap metals from the
site.

### Note C - Electric Generation Equipment Available for
Sale:

During the six months ended August 31, 2005, Intermountain
entered into a memorandum of understanding to sell its electric generation
equipment, including the land and building on which the equipment is situated,
to a regional electric power distributor for approximately $274,000. As of
August 31, 2005, Intermountain reclassified fuel inventory, valued at $2,390,
and land and generator building, valued at $3,178 (net of accumulated
depreciation of $26,149) to electric generation equipment. In addition, during
the six month period ended August 31, 2005, Intermountain capitalized $28,378
for new fuel tanks and certain cooling system improvements to the electric
generation equipment as provided by the memorandum of understanding. As of
August 31, 2005, Intermountain recognized an additional impairment in value on
the electric generation equipment of $30,303 representing the excess of the then
carrying value of the facility over the expected sale proceeds. It is
anticipated that closing on the sale will take place in October 2005.

10-QSB13<Page>

### Exhibits and Reports on Form 8-K

### Reports on Form 8-K:

There were no reports on Form 8-K filed by Intermountain
during the quarter ended August 31, 2005.

### Exhibits:

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



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

### Signatures

Pursuant to the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Farmington, State of New
Mexico, on October 10, 2005.

Intermountain Refining Co., Inc.

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

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

/s/ William N.
Hagler_________________ Date: October 10,
2005William N. Hagler, Chairman of the Board
ofDirectors, and
President/s/ Rick
L. Hurt______________________ Date: October 10,
2005Rick L. Hurt, Secretary, Treasurer, Director

10-QSB14<Page>

### Certifications



I, Rick L. Hurt, certify that:

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



Date: October 10, 2005

/s/__Rick L. Hurt____________________

Rick L. Hurt, Secretary, Treasurer, Director

10-QSB15<Page>

I, William N. Hagler, certify that:

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



Date: October 10, 2005

/s/__William N. Hagler_______________

William N. Hagler, President, Director

10-QSB16<Page>

### EXHIBIT 99.1



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





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



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







Date: October 10, 2005



/s/ William N. Hagler

William N. Hagler

President and Chief Executive Officer

10-QSB17<Page>

### EXHIBIT 99.2





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





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



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





Date: October 10, 2005



/s/ Rick L. Hurt

Rick L. Hurt

Treasurer and Chief Financial Officer



10-QSB18<Page>