U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB/A


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
             OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003, OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                  ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

                          COMMISSION FILE NO. 333-37842

                               MOUNTAIN OIL, INC.
           (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

            UTAH                                          87-0639343
             (STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
           INCORPORATION OR ORGANIZATION)          IDENTIFICATION NO.)

                    3191 NORTH CANYON ROAD PROVO, UTAH 84604
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                   ISSUER'S TELEPHONE NUMBER:  (801) 373-3990

           SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:  NONE

           SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT:  NONE

CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTIONS
  13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR SUCH SHORTER
  PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
          SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
                              YES [ X ] NO [ ]

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED, TO THE BEST OF
      REGISTRANT'S KNOWLEDGE, IN DEFINITIVE   PROXY OR INFORMATION STATEMENTS
   INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB OR ANY AMENDMENT TO
                             THIS FORM 10-KSB. [ X ]

       THE REGISTRANT'S REVENUES FOR ITS MOST RECENT FISCAL YEAR:  $64,000

  THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES:  $760,441

    AS OF DECEMBER 31, 2003, THE REGISTRANT HAD OUTSTANDING 2,326,474 SHARES OF
                           COMMON STOCK, NO PAR VALUE.

                   DOCUMENTS INCORPORATED BY REFERENCE:  NONE.

<PAGE>
TABLE  OF  CONTENTS

ITEM  NUMBER  AND  CAPTION     PAGE
<TABLE>
<CAPTION>



PART I
<S>                                                                   <C>
1.    DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . .    3

2.    DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . .    6

3.    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . .    8

4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . .    8

PART II

5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . .    8

6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . .    8

7.    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . .   10

8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS. . . . . . . . .   10
      ON ACCOUNTING AND FINANCIAL DISCLOSURE

8A.  CONTROLS AND PROCEDURES

PART III

9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS .   11

10.   EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .   12

11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   13

12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . .   14

13.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . .   15

14.   PRINCIPAL ACCOUNTANT FEES AND EXPENSES . . . . . . . . . . . .  ___

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
</TABLE>





                                        2
<PAGE>
PART  I

STATEMENTS  MADE  OR  INCORPORATED  IN  THIS  ANNUAL  REPORT INCLUDE A NUMBER OF
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT  OF  1933  AND  SECTION  21E  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.
FORWARD-LOOKING  STATEMENTS  INCLUDE,  WITHOUT LIMITATION, STATEMENTS CONTAINING
THE  WORDS  "ANTICIPATES", "BELIEVES", "EXPECTS", "INTENDS", "FUTURE", AND WORDS
OF  SIMILAR IMPORT WHICH EXPRESS MANAGEMENT'S BELIEF, EXPECTATIONS OR INTENTIONS
REGARDING  THE COMPANY'S FUTURE PERFORMANCE OR FUTURE EVENTS OR TRENDS. RELIANCE
SHOULD  NOT  BE  PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN
AND  UNKNOWN  RISKS,  UNCERTAINTIES  AND  OTHER  FACTORS, WHICH MAY CAUSE ACTUAL
RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS OF THE COMPANY TO DIFFER MATERIALLY FROM
ANTICIPATED  FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH  FORWARD-LOOKING  STATEMENTS.  IN  ADDITION,  THE  COMPANY  UNDERTAKES  NO
OBLIGATION  TO  PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT, WHETHER
AS  A  RESULT  OF  NEW  INFORMATION,  FUTURE  EVENTS  OR  OTHERWISE.

     ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL

     MOUNTAIN  OIL,  INC., A UTAH CORPORATION WAS FORMED ON JULY 30, 1999, AS AN
INDEPENDENT  OIL  AND  GAS  EXPLORATION AND DEVELOPMENT COMPANY THAT HELD 11,989
ACRES  OF LEASED MINERAL RIGHTS LOCATED WITHIN A THIRTY-MILE RADIUS OF DUCHESNE,
UTAH.  IN  FEBRUARY 2001, WE CLOSED OUR REGISTERED PUBLIC OFFERING AFTER SELLING
715,068  SHARES  RESULTING IN GROSS PROCEEDS OF $1,609,000.  NET PROCEEDS OF THE
OFFERING  WERE  APPROXIMATELY $1,524,053.  WE USED APPROXIMATELY $374,722 OF THE
NET  PROCEEDS  TO  PURCHASE  OIL  WELL  EQUIPMENT, $547,071 TO REWORK WELLS, AND
$252,233  TO  PURCHASE  SERVICE  EQUIPMENT.

     ON  MARCH  1,  2003,  MOUNTAIN  OIL  EXECUTED AN AGREEMENT THAT EFFECTIVELY
REDUCED  THE OUTSTANDING SHARES OF MOUNTAIN OIL, SOLD CERTAIN ASSETS, ELIMINATED
ITS  DEBT,  AND  LEASED  CERTAIN  PROPERTY AND EQUIPMENT TO MOUNTAIN OIL AND GAS
(MOG),  OF  WHICH  CRAIG PHILLIPS AND DANIEL SAM, FORMER OFFICERS AND DIRECTORS,
ARE  THE  OFFICERS  AND  DIRECTORS.  CRAIG  PHILLIPS AND DANIEL SAM RESIGNED AND
OFFICER  AND  DIRECTORS  OF  MOUNTAIN  OIL  IMMEDIATELY  BEFORE  EFFECTING  THE
TRANSACTION.  JOSEPH  OLLIVIER  BECAME  PRESIDENT  OF  MOUNTAIN  OIL  AND  LYNN
STRATFORD  WAS  ADDED  TO  THE BOARD OF DIRECTORS AND ALSO BECAME THE SECRETARY,
TREASURER,  AND  CHIEF  FINANCIAL  OFFICER.

     UNDER  THE  AGREEMENT CRAIG PHILLIPS AND DANIEL SAM SURRENDERED TO MOUNTAIN
OIL  FOR CANCELLATION 802,775 COMMON SHARES AND ASSUMED SUBSTANTIALLY ALL OF THE
LIABILITIES  OF  MOUNTAIN  OIL  IN  EXCHANGE FOR CERTAIN ASSETS AND THE RIGHT TO
LEASE  THE  BULK  OF  THE  REMAINING PROPERTY AND ASSETS FOR ONE YEAR AT A LEASE
PAYMENT  OF  $6,500 PER MONTH.  THE PROPERTY MOUNTAIN OIL RETAINED AND LEASED TO
MOG  INCLUDES  THE  FOUR  MOST PRODUCTIVE WELLS, OFFICE BUILDING AND SURROUNDING
ACREAGE  IN  BALLARD, UTAH, AND VARIOUS ITEMS OF ROLLING EQUIPMENT.  MOG HAS THE
RIGHT  TO  PURCHASE  THE  BALANCE  OF  MOUNTAIN OIL'S PROPERTY AND EQUIPMENT FOR
$650,000  ANY  TIME DURING THE ONE-YEAR TERM OF THE LEASE THAT EXPIRES APRIL 24,
2004.  AS  OF  DECEMBER  31,  2003  MOG  IS CURRENT ON THEIR LEASE PAYMENTS.  IN
CONNECTION  WITH  THE TRANSACTION, MOUNTAIN OIL FORMED OAKRIDGE RESOURCES, INC.,
AND  TRANSFERRED  TO  THAT  SUBSIDIARY  THE REMAINING OIL AND GAS PROPERTIES AND
EQUIPMENT  LEASED  TO MOG SO THAT MOUNTAIN OIL COULD MAINTAIN SEPARATION BETWEEN
THE OIL AND GAS PROPERTIES AND EQUIPMENT AND ANY OTHER BUSINESS MOUNTAIN OIL MAY
CHOOSE TO PURSUE.AS A RESULT OF THE TRANSACTION MOUNTAIN OIL RECOGNIZED A
GAIN  FROM  DISCONTINUED OPERATIONS OF $191,000 WITH AN ADDITIONAL DEFERRED GAIN
OF  $28,000,  WHICH  WILL BE RECOGNIZED AS CERTAIN ASSIGNED DEBT IS PAID BY MOG.

                                        3
<PAGE>
     OUR  PLAN  FOR  THE COMING YEAR IS TO CONTINUE TO LEASE OUR REMAINING WELLS
UNTIL  APRIL  24,  2004,  WHEN MOG'S OPTION TO PURCHASE THE REMAINING ASSETS AND
WELLS  EXPIRES.  IF  MOG  DOES NOT PURCHASE THE REMAINING ASSETS, OUR PLAN IS TO
RE-EVALUATE  WHETHER TO LEASE OR SELL THE ASSETS TO OTHER INTERESTED OIL AND GAS
CONCERNS.

     IN  OCTOBER  2003, MOUNTAIN OIL SIGNED A LETTER OF INTENT CONTEMPLATING THE
ACQUISITION OF DENTAL COOPERATIVE, INC.  ON JANUARY 22, 2004 MOUNTAIN OIL SIGNED
A  DEFINITIVE  AGREEMENT  FOR  THE  ACQUISITION  OF  DENTAL  COOPERATIVE.  THE
DEFINITIVE  AGREEMENT PROVIDES FOR THE ISSUANCE OF 18,823,288 SHARES OF MOUNTAIN
OIL COMMON STOCK IN EXCHANGE FOR ALL THE ISSUED AND OUTSTANDING CAPITAL STOCK OF
DENTAL  COOPERATIVE.  FOLLOWING  THE  ACQUISITION,  DENTAL COOPERATIVE WILL BE A
WHOLLY  OWNED  SUBSIDIARY  OF  MOUNTAIN OIL.  SUBSTANTIALLY ALL OF THE ASSETS OF
MOUNTAIN  OIL, WHICH INCLUDE CASH AND LEASED OIL AND GAS PROPERTY AND EQUIPMENT,
ARE HELD BY OAKRIDGE RESOURCES.  AS A NEGOTIATED ELEMENT OF THE TRANSACTION WITH
DENTAL  COOPERATIVE  AND  FOR THE PURPOSE OF ELIMINATING OPERATIONS UNRELATED TO
THE  ONGOING  BUSINESS  OF  DENTAL  COOPERATIVE, MOUNTAIN OIL AGREED TO SPIN-OFF
OAKRIDGE RESOURCES TO IT SHAREHOLDERS BY DISTRIBUTING ALL OF THE COMMON STOCK OF
OAKRIDGE  TO  THOSE  PERSONS  WHO  ARE CURRENT STOCKHOLDERS OF MOUNTAIN OIL.  IN
CONNECTION  WITH THE ACQUISITION, MOUNTAIN OIL WILL SUBMIT TO ITS STOCKHOLDERS A
PROPOSAL  TO  CHANGE  ITS NAME TO DENTAL PATIENT CARE AMERICA, INC., AND PROPOSE
FOR  ELECTION  TWO  NEW  DIRECTORS  DESIGNATED  BY DENTAL COOPERATIVE TO REPLACE
JOSEPH  OLLIVIER  AND LYNN STRATFORD.  HARRY L. "PETE" PETERSON WILL CONTINUE TO
SERVE  AS  A  DIRECTOR  FOLLOWING  THE  ACQUISITION.

     DENTAL  COOPERATIVE  WAS  ORGANIZED  IN  1998 FOR THE PURPOSE OF ORGANIZING
DENTISTS INTO A COOPERATIVE MODEL OF CONTRACTUALLY NETWORKED PRACTICES, ALLOWING
MEMBER  DENTISTS TO ACCESS A VARIETY OF BENEFITS FROM THE COOPERATIVE STRUCTURE,
SUCH  AS SUPPLIES PURCHASING PROGRAMS, INSURANCE AND EMPLOYEE BENEFITS PROGRAMS,
AND  OPPORTUNITIES FOR PROFIT SHARING THROUGH THE COOPERATIVE MODEL.  THE KEY TO
THE  DENTAL  COOPERATIVE MODEL WAS THE ABILITY OF THE DENTIST TO CONTINUE TO OWN
AND  MANAGE A PRACTICE WHILE STILL BENEFITING FROM A GROUP BUSINESS MODEL.  MORE
RECENTLY, DENTAL COOPERATIVE HAS USED ITS NETWORK OF MEMBER DENTISTS TO ORGANIZE
A  DENTAL  CARE  PLAN OFFERING TO EMPLOYERS UNDER THE TRADE NAMES "INTERMOUNTAIN
DENTAL  PLAN"  AND  "DENTISTDIRECT".

     CONSUMMATION  OF  THE  TRANSACTION,  AS  WELL  AS  THE SPIN-OFF OF OAKRIDGE
RESOURCES,  IS  SUBJECT TO APPROVAL BY THE STOCKHOLDERS OF BOTH MOUNTAIN OIL AND
DENTAL COOPERATIVE, COMPLIANCE WITH STATUTORY REQUIREMENTS, AND THE SATISFACTION
OF  OTHER  CONDITIONS  STATED  IN  THE  DEFINITIVE  AGREEMENT.

OPERATIONS

     OUR  OIL AND GAS PROPERTIES ARE LOCATED NEAR DUCHESNE, UTAH, AND CONSIST OF
FOUR  PRODUCING  WELLS.  WE ALSO OWN AN OFFICE BUILDING AND ADJACENT PROPERTY ON
HIGHWAY  40 IN BALLARD, UTAH.  THE WELLS ARE COMPLETED IN OIL AND GAS FORMATIONS
BETWEEN  4,000  AND  17,000  FEET  DEEP.

     THE  LEASED WELLS PRODUCE TWO GRADES OF OIL, BLACK WAX CRUDE OIL AND YELLOW
WAX  CRUDE  OIL,  AND  WE  ALSO  PRODUCE NATURAL GAS.  BLACK WAX CRUDE OIL HAS A
THINNER  CONSISTENCY  AND  IS  LOWER  IN WAX CONTENT THAN YELLOW WAX CRUDE.  WAX
EXTRACTED  FROM OIL IS USED IN COSMETICS, INK, AND OTHER PRODUCTS, AND IT IS THE
HIGHER  WAX CONTENT OF YELLOW WAX CRUDE THAT ACCOUNTS FOR ITS HIGHER PRICE.  THE
PRODUCTION  MIX  OF  EACH  TYPE  OF  OIL  OR  GAS VARIES ACCORDING TO EACH WELL.
                                        4
<PAGE>
     WE  DO  NOT  OWN  THE LAND ON WHICH THE WELLS ARE LOCATED, BUT WE LEASE THE
MINERALS  RIGHTS  SUBJECT  TO ROYALTY INTERESTS.  THE LAND AND ROYALTY INTERESTS
ARE  OWNED  BY  THE BUREAU OF LAND MANAGEMENT, THE STATE OF UTAH, THE UTE INDIAN
TRIBE,  OR  BY  PRIVATE  INDIVIDUALS.  THE  AVERAGE  ANNUAL  RENTAL ON THE LEASE
AGREEMENTS  IS  $1.25  PER ACRE PER YEAR.  SOME OF THE LEASES DO NOT REQUIRE ANY
ANNUAL  PAYMENT  AND  ARE  HELD  BY  PRODUCTION, WHICH MEANS WE HOLD THE MINERAL
RIGHTS  LEASE  AS LONG AS THERE IS PRODUCTION OR WE ARE DEVELOPING THE LEASE FOR
PRODUCTION.

     MOUNTAIN  OIL'S  CURRENT  OPERATIONS  CONSIST  OF  LEASING  OUR  PROPERTY,
EQUIPMENT  AND  WELLS  TO MOG.  LEASE REVENUES ARE $6,500 PER MONTH.  WE HAVE NO
EMPLOYEES  AT THIS TIME AND NO COMPENSATION IS PAID TO OFFICERS AND DIRECTORS OF
MOUNTAIN  OIL  OR  OAKRIDGE  RESOURCES.

     ALTHOUGH  OUR OIL AND GAS WELLS ARE LEASED TO MOG, WE ARE SUBJECT TO ALL OF
THE  RISKS  INCIDENT TO EXPLORATION FOR AND PRODUCTION OF OIL AND GAS, INCLUDING
BLOW-OUT  OF  THE  WELL  DUE TO EXCESSIVE PRESSURE, CRATERING OF THE WELL DUE TO
GROUND SUBSIDANCE, POLLUTION, AND FIRES, EACH OF WHICH COULD RESULT IN DAMAGE TO
OR  DESTRUCTION  OF  OIL  AND  GAS  WELLS  OR PRODUCTION FACILITIES OR INJURY TO
PERSONS  AND  PROPERTY.  MOG  WHO LEASES OUR WELLS AND EQUIPMENT CURRENTLY HAS A
$1,000,000  INSURANCE  POLICY  FOR PUBLIC LIABILITY AND $5,000,000 FOR CLAIMS OR
LOSSES.  IF  THIS  INSURANCE  DOES  NOT  FULLY COVER CERTAIN OF THESE RISKS, THE
IMPACT  COULD  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  OUR  FINANCIAL  POSITION.

     MOG  HOLDS  AN  OPTION  TO  PURCHASE  ALL OF OUR OIL AND GAS PROPERTIES AND
EQUIPMENT  THAT  EXPIRES  APRIL 24, 2004.  WE ARE UNABLE TO PREDICT AT THIS TIME
WHETHER  MOG  IS  INTERESTED  OR  ABLE  TO  EXERCISE THE OPTION.  SHOULD MOG NOT
EXERCISE  THE  OPTION, WE WILL BE IN THE POSITION OF HAVING TO (1) EXTENDING THE
LEASE  OR  REACHING  SOME OTHER ARRANGEMENT WITH MOG, (2) SEEKING A NEW PARTY TO
LEASE  OR  PURCHASE THE ASSETS, (3) SEEKING A JOINT VENTURE OR OTHER ARRANGEMENT
WITH  ANOTHER  OIL AND GAS COMPANY TO OPERATE AND DEVELOP THE PROPERTIES, OR (4)
SEEKING AN ARRANGEMENT WITH A THIRD PARTY OPERATOR TO OPERATE OUR PROPERTIES FOR
OUR  OWN  ACCOUNT.  IF  WE ARE UNABLE TO ESTABLISH ANY OF THESE ARRANGEMENTS, WE
COULD  BE FORCED TO SHUT DOWN OUR PRODUCING WELLS BECAUSE WE LACK THE CAPITAL TO
CONTINUE  OPERATING  AND  DEVELOPING  THE  PROPERTIES.

     FINDING A COMPANY TO LEASE, PURCHASE, OR OPERATE THE ASSETS IN THE OAKRIDGE
RESOURCES  SUBSIDIARY IN THE FUTURE IS SUBJECT TO MANY RISKS, INCLUDING THE RISK
THAT  NO  COMPANY  WILL  BE  INTERESTED IN THE ASSETS OR WELLS.  THERE CAN BE NO
ASSURANCE  THAT  A COMPANY WILL BE FOUND THAT WILL LEASE OR PURCHASE OUR ASSETS.
IN  ADDITION,  THE  PRICE OF THE POTENTIAL LEASE OR PURCHASE IS NOT CERTAIN. OUR
ABILITY  TO FIND A PURCHASER OR LEASING OR OPERATING ENTITY DEPENDS ON A VARIETY
OF  FACTORS OUTSIDE OF OUR CONTROL, INCLUDING THE AVAILABILITY OF A READY MARKET
FOR  OIL AND GAS, THE DEMAND FOR AND SUPPLY OF OIL AND GAS, THE PROXIMITY OF OUR
RESERVES  TO  PIPELINES,  THE  CAPACITY  OF  SUCH  PIPELINES,  FLUCTUATIONS  IN
PRODUCTION  AND  SEASONAL  DEMAND,  AND  THE  EFFECTS  OF  INCLEMENT WEATHER AND
GOVERNMENTAL  REGULATION.  BEING  UNSUCCESSFUL  IN LEASING OR SELLING OUR ASSETS
MAY  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  MOUNTAIN  OIL  AND  ITS  RESULTS OF
OPERATIONS.
                                        5
<PAGE>
REGULATION

     THE PRODUCTION AND SALE OF GAS AND OIL ARE SUBJECT TO A VARIETY OF FEDERAL,
STATE  AND  LOCAL  GOVERNMENT  REGULATIONS, INCLUDING REGULATIONS CONCERNING THE
PREVENTION  OF  WASTE,  THE  DISCHARGE  OF  MATERIALS  INTO THE ENVIRONMENT, THE
CONSERVATION OF NATURAL GAS AND OIL, POLLUTION, PERMITS FOR DRILLING OPERATIONS,
DRILLING  BONDS,  REPORTS  CONCERNING  OPERATIONS,  THE  SPACING  OF  WELLS, THE
UNITIZATION  AND  POOLING  OF  PROPERTIES,  AND VARIOUS OTHER MATTERS, INCLUDING
TAXES.  MANY  JURISDICTIONS  HAVE  AT  VARIOUS  TIMES IMPOSED LIMITATIONS ON THE
PRODUCTION  OF GAS AND OIL BY RESTRICTING THE RATE OF FLOW FOR GAS AND OIL WELLS
BELOW  THEIR  ACTUAL  CAPACITY TO PRODUCE.  IN ADDITION, MANY STATES HAVE RAISED
STATE  TAXES  ON  ENERGY  SOURCES  AND  ADDITIONAL  INCREASE MAY OCCUR, ALTHOUGH
INCREASES  IN STATE ENERGY TAXES WOULD HAVE NO PREDICTABLE EFFECT ON NATURAL GAS
AND  OIL  PRICES.  WE  BELIEVE  WE ARE IN SUBSTANTIAL COMPLIANCE WITH APPLICABLE
ENVIRONMENTAL  AND OTHER GOVERNMENT LAWS AND REGULATIONS.  HOWEVER, THERE CAN BE
NO  ASSURANCE  THAT SIGNIFICANT COSTS FOR COMPLIANCE WILL NOT BE INCURRED IN THE
FUTURE.

     ALL  ASPECTS  OF  THE  OIL  AND  GAS  INDUSTRY ARE EXTENSIVELY REGULATED BY
FEDERAL, STATE AND LOCAL GOVERNMENTS. REGULATIONS GOVERN SUCH THINGS AS DRILLING
PERMITS,  PRODUCTION  RATES,  ENVIRONMENTAL  PROTECTION  AND  POLLUTION CONTROL,
ROYALTY  RATES, AND TAXATION RATES. THESE REGULATIONS MAY SUBSTANTIALLY INCREASE
THE  COST  OF  DOING  BUSINESS  AND  SOMETIMES  PREVENT  OR  DELAY  THE START OR
CONTINUATION  OF  ANY GIVEN EXPLORATION OR DEVELOPMENT PROJECT.  REGULATIONS ARE
SUBJECT  TO  FUTURE  CHANGES  BY  LEGISLATIVE  AND  ADMINISTRATIVE ACTION AND BY
JUDICIAL  DECISIONS,  WHICH  MAY  ADVERSELY  AFFECT  THE  PETROLEUM  INDUSTRY.

     WE  BELIEVE  THE  OPERATIONS  OF  MOG  (WHO  LEASES OUR EQUIPMENT AND OTHER
ASSETS)  COMPLY  WITH ALL APPLICABLE LEGISLATION AND REGULATIONS IN ALL MATERIAL
RESPECTS  AND THAT THE EXISTENCE OF SUCH REGULATIONS HAS HAD NO MORE RESTRICTIVE
AFFECT ON OUR METHOD OF OPERATIONS THAN OTHER SIMILAR COMPANIES IN THE INDUSTRY.
ALTHOUGH  WE  DO  NOT  BELIEVE  OUR  BUSINESS  OPERATIONS  PRESENTLY  IMPAIR
ENVIRONMENTAL QUALITY, COMPLIANCE WITH FEDERAL, STATE AND LOCAL REGULATIONS THAT
HAVE  BEEN  ENACTED  OR  ADOPTED  REGULATING THE DISCHARGE OF MATERIALS INTO THE
ENVIRONMENT COULD HAVE AN ADVERSE EFFECT UPON OUR CAPITAL EXPENDITURES, EARNINGS
AND  COMPETITIVE  POSITION.

     IN  THE  AREAS  WHICH  WE  (OR  THE  LEASING ENTITY, CURRENTLY MOG) CONDUCT
OPERATIONS,  THERE ARE STATUTORY PROVISIONS REGULATING THE PRODUCTION OF OIL AND
NATURAL  GAS.  THESE RULES MAY RESTRICT THE OIL AND GAS PRODUCTION RATE TO BELOW
THE  RATE  OUR  WELLS  CAN  PRODUCE.  WE  ARE  ALSO SUBJECT TO NUMEROUS LAWS AND
REGULATIONS  GOVERNING  THE  DISCHARGE  OF  MATERIALS  INTO  THE  ENVIRONMENT OR
OTHERWISE  RELATING  TO  ENVIRONMENTAL PROTECTION.  WE MAY BE REQUIRED TO OBTAIN
PERMITS  BEFORE  DRILLING  AND  OPERATING  OUR WELLS. ALSO, WE MAY BE SUBJECT TO
LIABILITY  FOR  POLLUTION THAT RESULTS FROM OUR OPERATIONS.  IT IS IMPOSSIBLE TO
PREDICT  IF  AND  TO  WHAT  EXTENT  THESE  REGULATIONS  MAY IMPACT MOUNTAIN OIL.

     STATE  REGULATORY  AUTHORITIES  HAVE  ESTABLISHED  RULES  AND  REGULATIONS
REQUIRING  PERMITS  FOR  DRILLING  OPERATIONS,  DRILLING  BONDS  AND/OR  REPORTS
CONCERNING  OPERATIONS.  THE STATE REGULATORY AUTHORITIES MAY ALSO HAVE STATUTES
AND  REGULATIONS  CONCERNING  THE  SPACING  OF  WELLS, ENVIRONMENTAL MATTERS AND
CONSERVATION.

     AT  PRESENT,  COMPLIANCE  EFFORTS  CONSIST  OF  FILING  MONTHLY PRODUCTION,
INVENTORY  AND  SALES  REPORTS WITH THE STATE OF UTAH AND THE MINERAL MANAGEMENT
SERVICES. WE ARE ALSO REQUIRED TO FILE NOTICES WHEN THERE ARE ANY CHANGES IN THE
WELLS  SUCH AS RELOCATING TANKS AND PIPES, CLEANOUTS AND OTHER ACTIVITY.  WE MAY
INCUR  ADDITIONAL  COSTS FOR CLEAN UP IN THE EVENT OF AN OIL SPILL. WE INTEND TO
COMPLY  WITH  ALL  REGULATIONS  PERTAINING  TO  OUR  OPERATIONS. HOWEVER, FUTURE
LEGISLATION  AND  REGULATION  MAY  HAVE  ADVERSE  IMPACT ON OUR BUSINESS.  THESE
COMPLIANCE  EFFORTS  ARE  CURRENTLY  BEING  TAKEN  CARE OF BY MOG WHO LEASES OUR
WELLS,  HOWEVER  THE ULTIMATE RESPONSIBILITY TO ASSURE THESE REPORTS AND FILINGS
ARE  CORRECT  ON  THE  FOUR  LEASED  WELLS  REMAIN  THAT  OF  MOUNTAIN  OIL.
                                        6
<PAGE>
COMPETITION

     IN  LEASING  OR  OPERATING  OUR  OIL  AND GAS PROPERTIES, WE COMPETE WITH A
NUMBER  OF  OTHER  COMPANIES,  INCLUDING LARGE OIL AND GAS LEASING COMPANIES AND
OTHER  INDEPENDENT  LEASING  COMPANIES  WITH GREATER FINANCIAL, OPERATIONAL, AND
MANAGEMENT  RESOURCES  THAN  OURS.  THERE  CAN  BE  NO  ASSURANCE WE CAN COMPETE
EFFECTIVELY  WITH  THESE  LARGER  ENTITIES.  THE  OIL AND GAS INDUSTRY IS HIGHLY
COMPETITIVE IN ALL PHASES, INCLUDING THE SALE, LEASING, AND OPERATION OF OIL AND
GAS PROPERTIES.  WE WILL ENCOUNTER STRONG COMPETITION FROM OTHER INDEPENDENT OIL
AND  GAS COMPANIES IN ALL AREAS OF OUR BUSINESS INCLUDING MARKETING, PRODUCTION,
AND  OBTAINING  EXTERNAL  FINANCING  FOR  NEW  DEVELOPMENT.

EMPLOYEES

     WE  PRESENTLY  HAVE  NO  FULL-TIME  OFFICERS OR OFFICE STAFF. WE DO HOWEVER
ENGAGE  CONSULTANTS  FROM  TIME-TO-TIME  TO  ASSIST  IN  EVALUATING  OIL AND GAS
PROPERTIES  AND  TO  PREPARE  RESERVE  REPORTS.

     OUR  DIRECTORS  AND  OFFICERS,  ARE,  OR  MAY  BECOME  IN  THEIR INDIVIDUAL
CAPACITY, OFFICERS, DIRECTORS, CONTROLLING SHAREHOLDERS AND/OR PARTNERS OF OTHER
ENTITIES  ENGAGED  IN  A  VARIETY  OF  BUSINESSES.  THUS,  THERE EXIST POTENTIAL
CONFLICTS  OF INTEREST INCLUDING, AMONG OTHER THINGS, TIME, EFFORT AND CORPORATE
OPPORTUNITY,  INVOLVED  IN PARTICIPATION WITH SUCH OTHER BUSINESS ENTITIES.  THE
AMOUNT  OF  TIME,  WHICH OUR OFFICERS AND DIRECTORS WILL DEVOTE TO OUR BUSINESS,
MAY BE LIMITED.  IT IS NOT ANTICIPATED THAT ANY OF SUCH OTHER BUSINESS INTERESTS
WILL  BE  ONES  THAT  ARE,  OR  WILL  BE,  IN  COMPETITION  WITH  US.

     ITEM  2.  DESCRIPTION  OF  PROPERTY

PRINCIPAL  OFFICES

     OUR  OFFICE  IS LOCATED AT 3191 NORTH CANYON ROAD, PROVO, UTAH.  THE OFFICE
IS  PROVIDED  BY JOSEPH OLLIVIER, AN OFFICER AND DIRECTOR, AT NO COST TO US.  WE
DO  OWN  AN OFFICE BUILDING AT 3954 EAST HIGHWAY 40, BALLARD, UINTAH COUNTY THAT
IS  BEING  LEASED TO MOG.  OUR BUILDING CONSISTS OF A TOTAL OF 2,400 SQUARE FEET
WITH 1,200 SQUARE FEET ON EACH OF TWO FLOORS. WE HAVE PURCHASED OUR BUILDING AND
ADJACENT  10  ACRES  FOR  $29,325.

OIL  AND  GAS  PROPERTIES

     MOUNTAIN  OIL OWNS THE LEASE RIGHTS TO FOUR DEVELOPED WELLS.  THE WELLS ARE
COMPLETED  IN  OIL  AND  GAS  FORMATIONS BETWEEN 4,000 AND 17,000 FEET DEEP. ALL
THESE  WELLS  ARE  PRODUCING.  OUR  OIL AND GAS PROPERTIES ARE DESCRIBED IN MORE
DETAIL  ABOVE  UNDER  THE  CAPTION  "ITEM  1.  DESCRIPTION  OF  BUSINESS."

     ITEM  3.  LEGAL  PROCEEDINGS

NONE.

     ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     NO MATTER WAS SUBMITTED TO A SHAREHOLDER VOTE FOR THE FOURTH THE QUARTER OF
THE  2003  CALENDAR  YEAR.
                                        7
<PAGE>
     PART  II

     ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
     MATTERS

     IN  THE  SECOND  CALENDAR  QUARTER OF 2001, MOUNTAIN OIL'S COMMON STOCK WAS
INCLUDED  IN  THE  NASD'S  BULLETIN  BOARD SYSTEM UNDER THE SYMBOL  "MOLI".  THE
FOLLOWING  TABLE  SETS  FORTH  THE  PRICES  OF  THE  COMMON  STOCK  IN  THE
OVER-THE-COUNTER  MARKET,  AS  REPORTED AND SUMMARIZED BY THE OTC BULLETIN BOARD
FOR  EACH  QUARTER  IN 2002 AND 2003.  SUCH PRICES ARE BASED ON INTER-DEALER BID
AND  ASKED PRICES, WITHOUT MARKUP, MARKDOWN, COMMISSIONS, OR ADJUSTMENTS AND MAY
NOT  REPRESENT  ACTUAL  TRANSACTIONS.

CALENDAR  QUARTER  ENDED                HIGH  BID  ($)     LOW  BID  ($)

MARCH  31,2002                          $0.65              $0.25
JUNE  30,  2002                         $0.95              $0.25
SEPTEMBER  30,  2002                    $0.45              $0.30
DECEMBER  31,  2002                     $0.85              $0.30

MARCH  31,2003                          $0.25              $0.30
JUNE  30,  2003                         $0.51              $0.45
SEPTEMBER  30,  2003                    $0.30              $0.25
DECEMBER  31,  2003                     $0.55              $0.40

     ALL  SHARES  OF  COMMON  STOCK OUTSTANDING MAY BE SOLD WITHOUT RESTRICTION.

     SINCE  ITS  INCEPTION, NO DIVIDENDS HAVE BEEN PAID ON MOUNTAIN OIL'S COMMON
STOCK.  WE  INTEND TO RETAIN ANY EARNINGS FOR USE IN ITS BUSINESS ACTIVITIES, SO
IT  IS  NOT EXPECTED THAT ANY DIVIDENDS ON THE COMMON STOCK WILL BE DECLARED AND
PAID  IN  THE FORESEEABLE FUTURE. AT DECEMBER 31, 2003, THERE WERE APPROXIMATELY
262  HOLDERS  OF  RECORD  OF  OUR  COMMON  STOCK.

     ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  PLAN  OF
     OPERATION

RESULTS  OF  OPERATIONS  FOR  THE  FISCAL YEARS ENDED DECEMBER 31, 2003 AND 2002

     DURING  THE  YEAR  ENDED  DECEMBER  31,  2003, MOUNTAIN OIL HAD A LOSS FROM
CONTINUING  OPERATIONS OF $99,000 ON REVENUES OF  $64,000, AS COMPARED TO A LOSS
FROM  CONTINUING OPERATIONS OF $184,000 FOR THE CALENDAR YEAR 2002. THE DECREASE
IN  OUR  LOSS  FROM  CONTINUING  OPERATIONS  FROM  2002  TO 2003 IS ATTRIBUTABLE
PRIMARILY  TO  NO  LEASE  REVENUES  IN  2002  AND HIGHER PROPERTY AND EQUIPMENT,
DEPLETION  AND  AMORTIZATION  EXPENSES.

     ADMINISTRATIVE  EXPENSES  INCREASED IN 2003 AS COMPARED TO 2002 BY $12,000.
WE  REDUCED  OUR  ADMINISTRATIVE  AND FIELD PERSONNEL SIGNIFICANTLY IN 2003 AS A
RESULT AN AGREEMENT WITH MOUNTAIN OIL AND GAS (MOG) TO LEASE THE REMAINING WELLS
AND  OTHER  PROPERTY,  AND  THEREBY  REDUCED  OUR  PAYROLL AND RELATED EXPENSES.

    OUR  EXPENSE  FOR  DEPRECIATION,  DEPLETION, AND AMORTIZATION DECREASED FROM
$136,000  IN 2002, TO $103,000 IN 2003. THIS REDUCTION WAS PRIMARILY A RESULT OF
LOWER  OIL  PRODUCTION  VOLUMES  AND  AGING  OF  PROPERTY  AND  EQUIPMENT.
                                        8
<PAGE>
     MOUNTAIN OIL HAD A GAIN FROM DISCONTINUED OIL AND GAS PRODUCTION ACTIVITIES
WHICH  RESULTED  IN  A  NET GAIN FROM DISCONTINUED OPERATIONS OF $176,000, WHICH
INCLUDED  A LOSS OF $15,000 FROM OPERATING ACTIVITIES AND A GAIN ON THE DISPOSAL
OF  $191,000  DURING 2003 COMPARED TO A LOSS OF $140,000 IN 2002. THE COMPANY IS
CHANGING  ITS  BUSINESS  MODEL  FROM  AN  OIL AND GAS PRODUCTION TO AN EQUIPMENT
LEASING  COMPANY  AND  INTENDS  TO EVENTUALLY SPIN OFF ITS LEASING OPERATIONS TO
ACQUIRE  OR  BE  ACQUIRED  BY  ANOTHER  ENTITY.

ON  JANUARY  22,  2004,  THE  COMPANY  SIGNED  A TENTATIVE AGREEMENT WITH DENTAL
COOPERATIVE, INC., IN WHICH ALL OF THE ISSUED AND OUTSTANDING SHARES OF MOUNTAIN
OIL  WILL  BE  EXCHANGED  FOR  ALL  THE  ISSUED  AND OUTSTANDING STOCK OF DENTAL
COOPERATIVE  INC.   AS  PART OF THE TRANSACTION MOUNTAIN OIL INTENDS TO SPIN OFF
ITS  OPERATING  SUBSIDIARY, OAKRIDGE RESOURCES, INC., BY DISTRIBUTING ALL OF THE
COMMON STOCK OF OAKRIDGE TO CURRENT SHAREHOLDERS OF MOUNTAIN OIL.  IN CONNECTION
WITH  THE  ACQUISITION,  MOUNTAIN  OIL,  INC.  WILL SUBMIT TO ITS STOCKHOLDERS A
PROPOSAL  TO  CHANGE  ITS  NAME  TO  DENTAL  PATIENT  CARE  AMERICA,  INC.  THE
TRANSACTION  IS  SUBJECT TO SHAREHOLDER APPROVAL OF BOTH MOUNTAIN OIL AND DENTAL
COOPERATIVE,  INC.


     THE  SALE  OF ASSETS AND ASSIGNMENT OF LIABILITIES RELATED TO THE AGREEMENT
WITH  MOG  RESULTED  IN  A  GAIN  OF  $191,000  ON  THE  DISPOSITION INCLUDING A
REPURCHASE  OF  802,775  SHARES  OF  MOUNTAIN  OIL'S  COMMON  STOCK.

     AS A RESULT OF THE FOREGOING FACTORS, THE COMPANY HAD NET INCOME OF $40,000
IN  2003, COMPARED TO A NET LOSS OF $324,000 IN 2002.    THESE RESULTS TRANSLATE
TO  A GAIN PER COMMON SHARE OF $0.02 IN 2003 COMPARED TO A LOSS PER COMMON SHARE
OF  $0.10  IN  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     DURING  THE  YEAR  2003  WE  RECEIVED  CASH  OF  $34,000 RESULTING FROM THE
DISPOSAL OF PROPERTY AND EQUIPMENT.  CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
WERE  $53,000.  IN  THE  PAST  THE  COMPANY HAS SIGNIFICANTLY DELAYED PAYMENT OF
CERTAIN  ROYALTIES  AND OTHER PAYABLES TO CONTINUE TO FUND ITS OPERATIONS. THESE
ROYALTIES, PAYABLES AND CERTAIN DEBT OBLIGATIONS WERE ASSIGNED TO MOG IN 2003 IN
CONJUNCTION  WITH ITS SALE OF ASSETS TO MOG.  MOUNTAIN OIL HAS NOT BEEN RELEASED
FROM  THE  DEBT  OBLIGATIONS OF $28,000 BY THE HOLDER OF THE DEBT.  BECAUSE THIS
DEBT  WAS  SECURED  BY  PROPERTY  THAT  WAS SOLD TO MOG, MOUNTAIN OIL RECORDED A
DEFERRED  GAIN  EQUAL  TO  THE AMOUNT OF THE DEBT OBLIGATION OF $28,000.  IF MOG
DEFAULTS  ON  THIS  DEBT  OBLIGATION,  MOUNTAIN  OIL  MAY  HAVE  A  CASH OUTFLOW
OBLIGATION  OF  $28,000.  THE  DEFERRED  GAIN  OF  $28,000 WILL BE RECOGNIZED AS
INCOME  UPON EACH MONTHLY PAYMENT MADE BY MOG ON THE DEBT.  FURTHERMORE, THE OIL
AND GAS LEASEHOLD PROPERTIES SOLD TO MOG ARE ENCUMBERED BY OVERDUE ROYALTIES AND
MAY BECOME SUBJECT TO REPOSSESSION IF MOG IS NOT ABLE TO PAY THE ROYALTIES.  THE
LEASEHOLDERS  MAY SEEK PAYMENT FROM MOUNTAIN OIL IN THE EVENT THAT MOG IS UNABLE
TO  PAY BECAUSE SOME OF THE ROYALTIES PAYABLE WERE INCURRED WHILE THE PROPERTIES
WERE  OWNED  BY  MOUNTAIN  OIL.  AT DECEMBER 31, 2003 BE BELIEVE THESE ROYALTIES
PAYABLE  BY  MOG  WERE  APPROXIMATELY $175,000. WE RECOGNIZED A DECREASE IN CASH
FROM  $106,000  AT  THE  BEGINNING  OF  2003  TO  $70,000  AT  THE  END OF 2003.

     DURING  EARLY  2003  THE  COMPANY  DISCONTINUED  ITS OIL AND GAS PRODUCTION
OPERATIONS AND ENTERED INTO AN AGREEMENT WITH MOG, TRANSFERRING OWNERSHIP IN ALL
BUT  FOUR OF THE WELLS AND ALLOWING MOG TO LEASE THOSE REMAINING FOUR WELLS FROM
MOUNTAIN  OIL.  IN  ACCORDANCE WITH THE LEASE, MOG HAS TAKEN OVER THE PRODUCTION
AND  PAYMENT  OF RELATED EXPENSES OF THOSE REMAINING FOUR WELLS.  MOUNTAIN OIL'S
REVENUES  CURRENTLY CONSIST OF LEASE PAYMENTS OF $6,500 PER MONTH FOR USE OF THE
REMAINING EQUIPMENT, WELLS, AND PROPERTY. WE CANNOT PREDICT AT THIS TIME WHETHER
WE  CAN  REACH  A  BREAK-EVEN POINT OF OPERATION, OR WHETHER WE WILL CONTINUE TO
OPERATE  AT  A NET GAIN. THE FOREGOING FACTORS, AS WELL AS OUR RECURRING HISTORY
OF  LOSSES,  RAISES  SUBSTANTIAL  DOUBT  OF  OUR  ABILITY TO CONTINUE AS A GOING
CONCERN.
                                        9
<PAGE>

IF  WE  ARE  UNABLE TO FURTHER IMPLEMENT COST-SAVING MEASURES, WHICH WILL ENABLE
US  TO  SUPPORT  WITH  REVENUES OUR OPERATING STRUCTURE, OR OBTAIN ADEQUATE CASH
FLOW  FROM  A  MERGER,  WE  MAY  BE FORCED TO SEEK DEBT OR EQUITY FINANCING FROM
OUTSIDE SOURCES. THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN OUR EFFORTS
TO  SUSTAIN  OUR OPERATIONS INTERNALLY, OR LOCATE FINANCING FROM OUTSIDE SOURCES
ON  TERMS  THAT  ARE  ACCEPTABLE  TO  MOUNTAIN  OIL.

     AT  DECEMBER  31,  2003,  MOUNTAIN  OIL HAD WORKING CAPITAL OF $63,000.  IN
ORDER  TO  FUND  ITS CASH NEEDS MANAGEMENT PLANS TO CONTINUE LEASING ITS OIL AND
GAS  PROPERTIES  OR SELL ITS PROPERTIES TO A THIRD PARTY.  THERE IS NO ASSURANCE
THAT  WE WILL BE SUCCESSFUL IN OUR EFFORTS TO SUSTAIN OUR OPERATIONS INTERNALLY,
OR  LOCATE  FINANCING  FROM  OUTSIDE  SOURCES  ON  TERMS  THAT ARE ACCEPTABLE TO
MOUNTAIN  OIL.

CRITICAL  ACCOUNTING  POLICIES
IN  NOTE  1  TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER  31,  2003  INCLUDED  IN  THIS FORM 10-KSB, THE COMPANY DISCUSSES THOSE
ACCOUNTING  POLICIES  THAT  ARE  CONSIDERED TO BE SIGNIFICANT IN DETERMINING THE
RESULTS OF OPERATIONS AND ITS FINANCIAL POSITION.  THE COMPANY BELIEVES THAT THE
ACCOUNTING  PRINCIPLES  UTILIZED  BY IT CONFORM TO GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES  IN  THE  UNITED  STATES  OF  AMERICA.

THE  PREPARATION OF FINANCIAL STATEMENTS REQUIRES MANAGEMENT TO MAKE SIGNIFICANT
ESTIMATES AND JUDGMENTS THAT AFFECT THE REPORTED AMOUNTS OF ASSETS, LIABILITIES,
REVENUES  AND  EXPENSES.  BY  THEIR  NATURE,  THESE  JUDGMENTS ARE SUBJECT TO AN
INHERENT DEGREE OF UNCERTAINTY. ON AN ON-GOING BASIS, WE EVALUATE OUR ESTIMATES,
INCLUDING  THOSE  RELATED TO BAD DEBTS, INVENTORIES, INTANGIBLE ASSETS, WARRANTY
OBLIGATIONS, PRODUCT LIABILITY, REVENUE, AND INCOME TAXES. WE BASE OUR ESTIMATES
ON  HISTORICAL EXPERIENCE AND OTHER FACTS AND CIRCUMSTANCES THAT ARE BELIEVED TO
BE  REASONABLE,  AND  THE  RESULTS FORM THE BASIS FOR MAKING JUDGMENTS ABOUT THE
CARRYING  VALUE  OF  ASSETS AND LIABILITIES.  THE ACTUAL RESULTS MAY DIFFER FROM
THESE  ESTIMATES  UNDER  DIFFERENT  ASSUMPTIONS  OR  CONDITIONS.

WITH  RESPECT  TO  REVENUE, ASSET VALUATION AND ACCOUNTING FOR OPTIONS, WE APPLY
THE  FOLLOWING  CRITICAL ACCOUNTING POLICIES IN THE PREPARATION OF ITS FINANCIAL
STATEMENTS:

REVENUE  RECOGNITION
IN  2003  WE  DERIVE REVENUE FROM CONTINUING OPERATING ACTIVITIES PRIMARILY FROM
LEASING  OIL AND GAS PROPERTIES AND EQUIPMENT.  REVENUE FROM LEASED EQUIPMENT IS
RECOGNIZED  OVER  THE  LEASE  TERM  AS  IT  IS  EARNED AND WHEN IT IS REASONABLY
COLLECTIBLE

IMPAIRMENT  OF  LONG-LIVED  ASSETS
WE  REVIEW  OUR  LONG-LIVED  ASSETS  FOR  IMPAIRMENT  WHEN  EVENTS OR CHANGES IN
CIRCUMSTANCES  INDICATE  THAT THE BOOK VALUE OF AN ASSET MAY NOT BE RECOVERABLE.
WE  EVALUATE,  AT EACH BALANCE SHEET DATE, WHETHER EVENTS AND CIRCUMSTANCES HAVE
OCCURRED  WHICH  INDICATE  POSSIBLE  IMPAIRMENT.  WE  USE  AN ESTIMATE OF FUTURE
UNDISCOUNTED  NET  CASH  FLOWS  OF THE RELATED ASSET OR GROUP OF ASSETS OVER THE
ESTIMATED  REMAINING  LIFE  OF  IN MEASURING WHETHER THE ASSETS ARE RECOVERABLE.
                                       10
<PAGE>
ACCOUNTING  FOR  STOCK-BASED  COMPENSATION
WE  ACCOUNT FOR STOCK-BASED COMPENSATION ISSUED TO EMPLOYEES AND DIRECTORS UNDER
ACCOUNTING PRINCIPLES BOARD OPINION ("APB") NO. 25, "ACCOUNTING FOR STOCK ISSUED
TO  EMPLOYEES,"  AND  RELATED  INTERPRETATIONS.  UNDER  APB NO. 25, COMPENSATION
RELATED  TO  STOCK OPTIONS, IF ANY, IS RECORDED IF AN OPTION'S EXERCISE PRICE ON
THE  MEASUREMENT  DATE IS BELOW THE FAIR VALUE OF THE COMPANY'S COMMON STOCK AND
AMORTIZED  TO  EXPENSE  OVER  THE VESTING PERIOD. COMPENSATION EXPENSE FOR STOCK
AWARDS OR PURCHASES, IF ANY, IS RECOGNIZED IF THE AWARD OR PURCHASE PRICE ON THE
MEASUREMENT  DATE  IS BELOW THE FAIR VALUE OF THE COMMON STOCK AND IS RECOGNIZED
ON  THE  DATE  OF AWARD OR PURCHASE. STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
("SFAS")  NO. 123, "ACCOUNTING FOR STOCK BASED COMPENSATION," REQUIRES PRO FORMA
INFORMATION  REGARDING  NET LOSS AND NET LOSS PER COMMON SHARE AS IF THE COMPANY
HAD  ACCOUNTED  FOR  ITS  STOCK  OPTIONS  GRANTED  UNDER  THE FAIR VALUE METHOD.
WE  ACCOUNT  FOR STOCK-BASED COMPENSATION ISSUED TO PERSONS OTHER THAN EMPLOYEES
USING  THE  FAIR  VALUE  METHOD  IN  ACCORDANCE  WITH  SFAS  NO. 123 AND RELATED
INTERPRETATIONS.  UNDER  SFAS NO. 123, STOCK-BASED COMPENSATION IS DETERMINED AS
EITHER  THE  FAIR  VALUE  OF THE CONSIDERATION RECEIVED OR THE FAIR VALUE OF THE
EQUITY  INSTRUMENTS  ISSUED,  WHICHEVER  IS  MORE  RELIABLY  MEASURABLE.  THE
MEASUREMENT  DATE FOR THESE ISSUANCES IS THE EARLIER OF EITHER THE DATE AT WHICH
A  COMMITMENT FOR PERFORMANCE BY THE RECIPIENT TO EARN THE EQUITY INSTRUMENTS IS
REACHED  OR  THE  DATE  AT  WHICH  THE  RECIPIENT'S  PERFORMANCE  IS  COMPLETE.

RECENT  ACCOUNTING  PRONOUNCEMENTS
IN  JUNE  2001,  THE  FINANCIAL  ACCOUNTING  STANDARDS BOARD ISSUED STATEMENT OF
FINANCIAL  ACCOUNTING  STANDARDS  NO.  143,  "ACCOUNTING  FOR  ASSET  RETIREMENT
OBLIGATIONS".  THIS  STATEMENT  ADDRESSES FINANCIAL ACCOUNTING AND REPORTING FOR
OBLIGATIONS ASSOCIATED WITH THE RETIREMENT OF TANGIBLE LONG-LIVED ASSETS AND THE
ASSOCIATED  ASSET  RETIREMENT  COSTS.  THIS STATEMENT IS EFFECTIVE FOR FINANCIAL
STATEMENTS  ISSUED  FOR  FISCAL  YEARS  BEGINNING  AFTER  JUNE  15,  2002.  THIS
STATEMENT  ADDRESSES  FINANCIAL  ACCOUNTING  AND  REPORTING  FOR THE DISPOSAL OF
LONG-LIVED  ASSETS.  THE  ADOPTION OF SFAS 143 DID HAVE A MATERIAL IMPACT ON THE
FINANCIAL  POSITION  AND  RESULTS  OF  OPERATIONS  OF THE COMPANY BY RECORDING A
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE OF $37,000, AND RECORDING AN
ACCRETED ASSET RETIREMENT OBLIGATION OF $117,000 AS OF DECEMBER 31, 2003.  A NET
ASSET  INCREASE  IN  PROPERTY  AND  EQUIPMENT OF $66,000 WAS ALSO RECORDED AS OF
DECEMBER  31,  2003.

IN  JUNE  2002,  THE  FASB ISSUED SFAS NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED
WITH  EXIT  OR DISPOSAL ACTIVITIES."  THIS STANDARD, WHICH IS EFFECTIVE FOR EXIT
OR  DISPOSAL ACTIVITIES INITIATED AFTER DECEMBER 31, 2002, PROVIDES NEW GUIDANCE
ON  THE  RECOGNITION,  MEASUREMENT  AND REPORTING OF COSTS ASSOCIATED WITH THESE
ACTIVITIES.  THE  STANDARD REQUIRES COMPANIES TO RECOGNIZE COSTS ASSOCIATED WITH
EXIT  OR  DISPOSAL ACTIVITIES WHEN THEY ARE INCURRED RATHER THAN AT THE DATE THE
COMPANY  COMMITS  TO AN EXIT OR DISPOSAL PLAN.  THE ADOPTION OF SFAS NO. 146 DID
NOT  HAVE  A  MATERIAL IMPACT ON THE COMPANY'S FINANCIAL POSITION OR OPERATIONS.
IN NOVEMBER 2002, THE FASB ISSUED INTERPRETATION NO. 45, "GUARANTOR'S ACCOUNTING
AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES, INCLUDING INDIRECT GUARANTEES OF
INDEBTEDNESS OF OTHERS" (FIN NO. 45).  FIN NO. 45 REQUIRES CERTAIN GUARANTEES TO
BE  RECORDED AT FAIR VALUE, WHICH IS DIFFERENT FROM CURRENT PRACTICE TO RECORD A
LIABILITY  ONLY WHEN A LOSS IS PROBABLE AND REASONABLY ESTIMABLE, AS THOSE TERMS
ARE DEFINED IN FASB STATEMENT NO. 5, "ACCOUNTING FOR CONTINGENCIES."  FIN NO. 45
ALSO  REQUIRES  US  TO  MAKE  SIGNIFICANT NEW DISCLOSURES ABOUT GUARANTEES.  THE
DISCLOSURE  REQUIREMENTS  OF  FIN  NO. 45 ARE EFFECTIVE FOR THE FIRST QUARTER OF
FISCAL  YEAR  2003.  FIN  NO.  45'S  INITIAL RECOGNITION AND INITIAL MEASUREMENT
PROVISIONS  ARE  APPLICABLE  ON  A  PROSPECTIVE  BASIS  TO  GUARANTEES ISSUED OR
MODIFIED AFTER DECEMBER 31, 2002.  OUR PREVIOUS ACCOUNTING FOR GUARANTEES ISSUED
PRIOR  TO  THE DATE OF THE INITIAL APPLICATION OF FIN NO. 45 WILL NOT BE REVISED
OR  RESTATED TO REFLECT THE PROVISIONS OF FIN NO 45.  THE ADOPTION OF FIN NO. 45
DID  NOT  HAVE A MATERIAL IMPACT ON OUR CONSOLIDATED FINANCIAL POSITION, RESULTS
OF  OPERATIONS  OR  CASH  FLOWS.
                                       11
<PAGE>
IN  DECEMBER  2002,  THE  FASB  ISSUED  SFAS NO. 148 "ACCOUNTING FOR STOCK-BASED
COMPENSATION  -  TRANSITION  AND DISCLOSURE - AN AMENDMENT OF FASB STATEMENT NO.
123,"  WHICH  IS  EFFECTIVE FOR ALL FISCAL YEARS ENDING AFTER DECEMBER 15, 2002.
SFAS  NO.  148 PROVIDES ALTERNATIVE METHODS OF TRANSITION FOR A VOLUNTARY CHANGE
TO  THE  FAIR  VALUE  BASED  METHOD  OF  ACCOUNTING  FOR  STOCK-BASED  EMPLOYEE
COMPENSATION  UNDER  SFAS  NO.  123  FROM  THE  INTRINSIC  VALUE BASED METHOD OF
ACCOUNTING  PRESCRIBED  BY  APB  OPINION  NO.  25.  SFAS  148  ALSO  CHANGES THE
DISCLOSURE  REQUIREMENTS  OF  SFAS 123, REQUIRING A MORE PROMINENT DISCLOSURE OF
THE  PRO-FORMA  EFFECT  OF  THE  FAIR  VALUE  BASED  METHOD  OF  ACCOUNTING  FOR
STOCK-BASED  COMPENSATION.  THE ADOPTION OF SFAS NO. 148 DID NOT HAVE A MATERIAL
IMPACT  ON  OUR  FINANCIAL  POSITION  OR  OPERATIONS.

IN  DECEMBER  2003,  THE  FASB ISSUED INTERPRETATION NO. 46 ("FIN 46R") (REVISED
DECEMBER  2003),  CONSOLIDATION OF VARIABLE INTEREST ENTITIES, AN INTERPRETATION
OF  ACCOUNTING  RESEARCH  BULLETIN  NO.  51  ("ARB  51"),  WHICH ADDRESSES HOW A
BUSINESS  ENTERPRISE SHOULD EVALUATE WHETHER IT HAS A CONTROLLING INTEREST IN AN
ENTITY THROUGH MEANS OTHER THAN VOTING RIGHTS AND ACCORDINGLY SHOULD CONSOLIDATE
THE  ENTITY.  FIN  46R  REPLACES  FASB INTERPRETATION NO. 46 (FIN 46), WHICH WAS
ISSUED  IN  JANUARY 2003.  BEFORE CONCLUDING THAT IT IS APPROPRIATE TO APPLY ARB
51  VOTING  INTEREST  CONSOLIDATION MODEL TO AN ENTITY, AN ENTERPRISE MUST FIRST
DETERMINE  THAT THE ENTITY IS NOT A VARIABLE INTEREST ENTITY ("VIE").  AS OF THE
EFFECTIVE  DATE OF FIN 46R, AN ENTERPRISE MUST EVALUATE ITS INVOLVEMENT WITH ALL
ENTITIES  OR  LEGAL  STRUCTURES  CREATED  BEFORE  FEBRUARY  1, 2003 TO DETERMINE
WHETHER CONSOLIDATION REQUIREMENTS OF FIN 46R APPLY TO THOSE ENTITIES.  THERE IS
NO  GRANDFATHERING OF EXISTING ENTITIES.  PUBLIC COMPANIES MUST APPLY EITHER FIN
46  OR  FIN  46R  IMMEDIATELY  TO ENTITIES CREATED AFTER JANUARY 31, 2003 AND NO
LATER THAN THE END OF THE FIRST REPORTING PERIOD THAT ENDS AFTER MARCH 15, 2004.
THE  ADOPTION  OF  FIN  46 HAD NO EFFECT ON THE COMPANY'S CONSOLIDATED FINANCIAL
POSITION,  RESULTS  OF  OPERATIONS  OR  CASH  FLOWS.

IN  APRIL  2003,  THE  FASB  ISSUED SFAS NO. 149, "AMENDMENT OF STATEMENT 133 ON
DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES."  SFAS  NO.  149  AMENDS  AND
CLARIFIES  FINANCIAL  ACCOUNTING  AND  REPORTING  FOR  DERIVATIVE  INSTRUMENTS,
INCLUDING  CERTAIN  DERIVATIVE  INSTRUMENTS  EMBEDDED  IN  OTHER  CONTRACTS
(COLLECTIVELY  REFERRED TO AS DERIVATIVES) AND FOR HEDGING ACTIVITIES UNDER SFAS
NO.  133,  "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES."  THIS
STATEMENT  IS  EFFECTIVE  FOR  CONTRACTS ENTERED INTO OR MODIFIED AFTER JUNE 30,
2003,  WITH  CERTAIN  EXCEPTIONS, AND FOR HEDGING RELATIONSHIPS DESIGNATED AFTER
JUNE  30, 2003, WITH CERTAIN EXCEPTIONS.  MANAGEMENT IS CURRENTLY EVALUATING THE
EFFECT THAT THE ADOPTION OF SFAS NO. 149 MAY HAVE, BUT BELIEVES IT WILL NOT HAVE
A  MATERIAL  EFFECT  ON  ITS  RESULTS  OF  OPERATIONS  AND  FINANCIAL  POSITION.
IN  MAY  2003,  THE  FASB ISSUED SFAS NO. 150, "ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS  WITH  CHARACTERISTICS  OF  BOTH  LIABILITIES AND EQUITY."  THIS NEW
STATEMENT  CHANGES  THE ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS THAT, UNDER
PREVIOUS  GUIDANCE,  ISSUERS  COULD  ACCOUNT  FOR  AS  EQUITY OR CLASSIFICATIONS
BETWEEN  LIABILITIES  AND  EQUITY IN A SECTION THAT HAS BEEN KNOWN AS "MEZZANINE
CAPITAL."  IT  REQUIRES  THAT  THOSE INSTRUMENTS BE CLASSIFIED AS LIABILITIES IN
BALANCE SHEETS.  MOST OF THE GUIDANCE IN SFAS 150 IS EFFECTIVE FOR ALL FINANCIAL
INSTRUMENTS  ENTERED  INTO  OR MODIFIED AFTER MAY 31, 2003. ADOPTION OF SFAS NO.
150  DID  NOT  HAVE  A  MATERIAL  EFFECT  ON  OUR  FINANCIAL  STATEMENTS.
                                       12
     ITEM  7.  FINANCIAL  STATEMENTS

     THE  FINANCIAL  STATEMENTS OF MOUNTAIN OIL APPEAR AT THE END OF THIS REPORT
BEGINNING  WITH  THE  INDEX  TO  FINANCIAL  STATEMENTS  ON  PAGE  F-1.

MOUNTAIN  OIL,  INC.
CONSOLIDATED  FINANCIAL  STATEMENTS
DECEMBER  31,  2003  AND  2002


<PAGE>
                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>




<S>                                             <C>
TABLE OF CONTENTS. . . . . . . . . . . . . . .  PAGE


INDEPENDENT AUDITOR'S REPORT . . . . . . . . .  F-2


CONSOLIDATED BALANCE SHEET . . . . . . . . . .  F-3


CONSOLIDATED STATEMENT OF OPERATIONS . . . . .  F-4


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  F-5


CONSOLIDATED STATEMENT OF CASH FLOWS . . . . .  F-6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . .  F-7
</TABLE>


                                      F-1

<PAGE>
                                                    INDEPENDENT AUDITOR'S REPORT





TO  THE  BOARD  OF  DIRECTORS  AND
STOCKHOLDERS  OF  MOUNTAIN  OIL,  INC.


WE  HAVE  AUDITED  THE  ACCOMPANYING CONSOLIDATED BALANCE SHEET OF MOUNTAIN OIL,
INC.  AS  OF  DECEMBER  31,  2003,  AND  THE  RELATED CONSOLIDATED STATEMENTS OF
OPERATIONS,  STOCKHOLDERS'  EQUITY,  AND CASH FLOWS FOR THE YEARS ENDED DECEMBER
31,  2003  AND  2002.  THESE  FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE
COMPANY'S  MANAGEMENT.  OUR  RESPONSIBILITY  IS  TO  EXPRESS AN OPINION ON THESE
FINANCIAL  STATEMENTS  BASED  ON  OUR  AUDITS.

WE CONDUCTED OUR AUDITS IN ACCORDANCE WITH AUDITING STANDARDS GENERALLY ACCEPTED
IN  THE  UNITED  STATES  OF  AMERICA.  THOSE  STANDARDS REQUIRE THAT WE PLAN AND
PERFORM  THE  AUDIT  TO  OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL
STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT.  AN AUDIT INCLUDES EXAMINING, ON A
TEST  BASIS,  EVIDENCE  SUPPORTING  THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL
STATEMENTS.  AN AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND
SIGNIFICANT  ESTIMATES  MADE  BY  MANAGEMENT,  AS WELL AS EVALUATING THE OVERALL
FINANCIAL  STATEMENT  PRESENTATION.  WE  BELIEVE  THAT  OUR  AUDITS  PROVIDE  A
REASONABLE  BASIS  FOR  OUR  OPINION.

IN  OUR OPINION, THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT
FAIRLY,  IN  ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF MOUNTAIN OIL, INC.
AS  OF DECEMBER 31, 2003 AND THE RELATED STATEMENTS OF OPERATIONS, STOCKHOLDERS'
EQUITY,  AND  CASH  FLOWS  FOR  THE  YEARS  ENDED  DECEMBER 31, 2003 AND 2002 IN
CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF
AMERICA.

THE  ACCOMPANYING  CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED ASSUMING
THAT  THE  COMPANY  WILL CONTINUE AS A GOING CONCERN.  AS DISCUSSED IN NOTE 2 TO
THE  FINANCIAL  STATEMENTS,  THE COMPANY HAS INCURRED LOSSES FROM OPERATIONS AND
HAD  NEGATIVE  CASH  FLOWS  FROM  OPERATING  ACTIVITIES.  THESE CONDITIONS RAISE
SUBSTANTIAL  DOUBT  ABOUT  THE  ABILITY  OF  THE  COMPANY TO CONTINUE AS A GOING
CONCERN.  MANAGEMENT'S  PLANS  IN  REGARD TO THESE MATTERS ARE ALSO DESCRIBED IN
NOTE  2.  THE  FINANCIAL  STATEMENTS  DO  NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT
RESULT  FROM  THE  OUTCOME  OF  THIS  UNCERTAINTY.


TANNER  +  CO.

SALT  LAKE  CITY,  UTAH
February  1,  2004
                                      F-2

Consolidated Balance Sheet

December 31, 2003
<TABLE>
<CAPTION>



<S>                                                           <C>
ASSETS
------------------------------------------------------------

Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    70,000
Accounts receivable. . . . . . . . . . . . . . . . . . . . .        4,000
                                                              ------------

Total current assets . . . . . . . . . . . . . . . . . . . .       74,000

Property and equipment, net. . . . . . . . . . . . . . . . .      687,000
                                                              ------------

                                                              $   761,000
                                                              ------------


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------

Deferred gain on discontinued operations - current . . . . .  $    11,000

Long-term deferred gain on discontinued operations . . . . .       17,000
Asset retirement obligation. . . . . . . . . . . . . . . . .      117,000
                                                              ------------

Total liabilities. . . . . . . . . . . . . . . . . . . . . .      145,000

Commitments

Stockholders' equity:
Preferred stock, no par value, authorized 10,000,000 shares;
  no shares issued or outstanding. . . . . . . . . . . . . .            -
Common stock, no par value, 50,000,000 shares authorized;
  2,326,474 shares issued and outstanding. . . . . . . . . .    2,898,000
Accumulated deficit. . . . . . . . . . . . . . . . . . . . .   (2,282,000)
                                                              ------------

Total stockholders' equity . . . . . . . . . . . . . . . . .      616,000
                                                              ------------

                                                              $   761,000
                                                              ------------
</TABLE>

                                      F-3
<PAGE>

Consolidated Statement of Operations

Years Ended December 31,

<TABLE>
<CAPTION>



<S>                                                              <C>          <C>
                                                                       2003         2002
                                                                 -----------  -----------

Lease revenue . . . . . . . . . . . . . . . . . . . . . . . . .  $   64,000   $        -
                                                                 -----------  -----------

Costs and expenses:
General and administrative expenses . . . . . . . . . . . . . .      60,000       48,000
Depreciation, depletion and amortization expense. . . . . . . .     103,000      136,000
                                                                 -----------  -----------

Total operating expenses. . . . . . . . . . . . . . . . . . . .     163,000      184,000
                                                                 -----------  -----------

Loss from operations before provision for
income taxes, change in accounting principle,
and discontinued operations . . . . . . . . . . . . . . . . . .     (99,000)    (184,000)
                                                                 -----------  -----------

Benefit from income taxes . . . . . . . . . . . . . . . . . . .           -            -
                                                                 -----------  -----------

Loss from continuing operations . . . . . . . . . . . . . . . .     (99,000)    (184,000)

Discontinued operations:
Gain (loss) from discontinued oil and gas production activities
  including gain on disposal of $191,000 in 2003. . . . . . . .     176,000     (140,000)
                                                                 -----------  -----------

Net income (loss) before cumulative effect of
a change in accounting principle. . . . . . . . . . . . . . . .      77,000     (324,000)
                                                                 -----------  -----------

Cumulative effect of a change in accounting principle - asset
  retirement obligation . . . . . . . . . . . . . . . . . . . .     (37,000)           -
                                                                 -----------  -----------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   40,000   $ (324,000)
                                                                 -----------  -----------

Income (loss) per common share - basic and diluted:
   Loss per common share from continuing operations . . . . . .       (0.04)       (0.06)
   Loss per common share from cumulative effect of a change in
    accounting principle. . . . . . . . . . . . . . . . . . . .       (0.02)           -
   Income (loss) per common share from discontinued operations-        0.07        (0.04)
                                                                 -----------  -----------

Net income (loss) per common share - basic and diluted: . . . .  $     0.02   $    (0.10)
                                                                 -----------  -----------

Weighted average number of common shares -
basic and diluted . . . . . . . . . . . . . . . . . . . . . . .   2,458,000    3,119,000
                                                                 -----------  -----------

</TABLE>

                                      F-4
<PAGE>
Consolidated Statement of Stockholders' Equity

Years Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>



<S>                         <C>              <C>            <C>                   <C>          <C>           <C>
                            PREFERRED STOCK  COMMON STOCK   ACCUMULATED DEFICIT
                            ---------------  -------------
                            SHARES           AMOUNT         SHARES                AMOUNT       TOTAL
                            ---------------  -------------  --------------------  -----------  ------------

Balance, January 1, 2002 .                -  $           -            3,109,249   $3,084,000   $(1,998,000)  $1,086,000

Common stock issued
  for cash . . . . . . . .                -              -               20,000       15,000             -       15,000

Net loss . . . . . . . . .                -              -                    -            -      (324,000)    (324,000)
                            ---------------  -------------  --------------------  -----------  ------------  -----------

Balance, December 31, 2002                -              -            3,129,249    3,099,000    (2,322,000)     777,000

Common stock acquired in
  sale of assets . . . . .                -              -             (802,775)    (201,000)            -     (201,000)

Net income . . . . . . . .                -              -                    -            -        40,000       40,000
                            ---------------  -------------  --------------------  -----------  ------------  -----------

Balance, December 31, 2003                -  $           -            2,326,474   $2,898,000   $(2,282,000)  $  616,000
                            ---------------  -------------  --------------------  -----------  ------------  -----------

</TABLE>

                                      F-5
<PAGE>
Consolidated Statement of Cash Flows

Years Ended December 31,
<TABLE>
<CAPTION>



<S>                                                      <C>         <C>
                                                              2003        2002
                                                         ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . .  $  40,000   $(324,000)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
Depreciation and depletion. . . . . . . . . . . . . . .    106,000     163,000
Allowance for doubtful accounts . . . . . . . . . . . .          -     (17,000)
Gain on disposal of discontinued operations . . . . . .   (191,000)          -
Cummulative effect of change in accounting principle. .     37,000           -
Decrease (increase) in:
Accounts receivable . . . . . . . . . . . . . . . . . .    (21,000)     45,000
Related party receivables . . . . . . . . . . . . . . .          -     (18,000)
Inventory . . . . . . . . . . . . . . . . . . . . . . .      9,000      (5,000)
Other current assets. . . . . . . . . . . . . . . . . .          -       1,000
Increase (decrease) in:
Cash overdraft. . . . . . . . . . . . . . . . . . . . .          -     (66,000)
Accounts payable. . . . . . . . . . . . . . . . . . . .    (15,000)     83,000
Accrued expenses. . . . . . . . . . . . . . . . . . . .    (27,000)     85,000
Accrued retirement obligation . . . . . . . . . . . . .      9,000           -
                                                         ----------  ----------

Net cash used in operating activities . . . . . . . . .    (53,000)    (53,000)
                                                         ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES-
Proceeds from disposal of equimpment. . . . . . . . . .     34,000           -
Net cash paid in disposal of assets . . . . . . . . . .     (8,000)          -
Purchase of property and equipment. . . . . . . . . . .     (7,000)     (9,000)
                                                         ----------  ----------

Net cash provided by (used in) investing activities . .     19,000      (9,000)
                                                         ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock. . . . . . . . .          -      15,000
Payments on long-term debt. . . . . . . . . . . . . . .     (2,000)    (33,000)
Proceeds from related party notes payable . . . . . . .          -      13,000
                                                         ----------  ----------

Net cash used in financing activities . . . . . . . . .     (2,000)     (5,000)
                                                         ----------  ----------

Net change in cash and cash equivalents . . . . . . . .    (36,000)    (67,000)

Cash and cash equivalents at beginning of year. . . . .    106,000     173,000
                                                         ----------  ----------

Cash and cash equivalents at end of year. . . . . . . .  $  70,000   $ 106,000
                                                         ----------  ----------

</TABLE>
                                      F-6

<PAGE>
1.ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES

ORGANIZATION  AND  BUSINESS

MOUNTAIN  OIL,  INC.  (THE  COMPANY) IS INCORPORATED UNDER THE LAWS OF THE STATE
OF  UTAH  AND  HAS  SUBSTANTIALLY  DISCONTINUED  ITS  GAS  AND  OIL  PRODUCING
ACTIVITIES  AND  IS  CURRENTLY  OPERATING  AS  A  LESSER  OF  ITS  GAS  AND  OIL
PROPERTIES  AND  RELATED  PROPERTY  AND  EQUIPMENT.

ON  MARCH  1,  2003,  THE  COMPANY ENTERED INTO AN AGREEMENT WITH A NEWLY FORMED
COMPANY,  MOUNTAIN  OIL  AND  GAS (MOG) AN ENTITY OWNED AND CONTROLLED BY FORMER
OFFICERS  OF  THE  COMPANY.  PURSUANT  TO THE AGREEMENT THE COMPANY SOLD ALL BUT
FOUR  OF  ITS  OIL  AND  GAS  LEASEHOLD  PROPERTIES,  INCLUDING RELATED WELLHEAD
EQUIPMENT  TO  MOG.  THE  COMPANY ALSO SOLD VEHICLES AND OTHER RELATED EQUIPMENT
TO  MOG.  ALL  REMAINING  EQUIPMENT  AND  PROPERTY  RELATING  TO  MOUNTAIN OIL'S
FORMER  OIL  AND  GAS  PRODUCING  ACTIVITIES  HAVE  BEEN  LEASED  TO MOG THROUGH
APRIL  24,  2004  FOR  $6,500  PER MONTH.  MOG HAS THE OPTION TO PURCHASE ALL OF
THE  COMPANY'S  REMAINING  EQUIPMENT, WHICH INCLUDES GAS AND OIL EQUIPMENT, REAL
ESTATE,  AND  WELL  PROPERTIES  FOR $650,000 DURING THE TERM OF THE LEASE.  THIS
AGREEMENT  EFFECTIVELY  DISCONTINUED  THE  COMPANY'S  OIL  AND  GAS  PRODUCING
ACTIVITIES.

ON  SEPTEMBER  19,  2003,  THE  COMPANY  FORMED  OAKRIDGE  RESOURCES,  INC.,
(OAKRIDGE)  A  WHOLLY  OWNED  SUBSIDIARY  IN WHICH IT TRANSFERRED ALL ASSETS AND
LIABILITIES  IN  EXCHANGE  FOR  ALL  OF  THE  ISSUED  AND  OUTSTANDING SHARES OF
OAKRIDGE.

PRINCIPLES  OF  CONSOLIDATION
THE  ACCOMPANYING  CONSOLIDATED  FINANCIAL  STATEMENTS  INCLUDE  THE ACCOUNTS OF
MOUNTAIN  OIL,  INC.,  AND ITS WHOLLY OWNED SUBSIDIARY, OAKRIDGE RESOURCES, INC.
ALL  INTER-COMPANY  BALANCES  AND  TRANSACTIONS  HAVE  BEEN  ELIMINATED  UPON
CONSOLIDATION.

CASH  AND  CASH  EQUIVALENTS
FOR  PURPOSES  OF  THE STATEMENT OF CASH FLOWS, THE COMPANY CONSIDERS ALL HIGHLY
LIQUID  INVESTMENTS  WITH  A  MATURITY  OF  THREE  MONTHS  OR  LESS  TO  BE CASH
EQUIVALENTS.

                                      F-7
<PAGE>
CONCENTRATION  OF  CREDIT  RISK
FINANCIAL INSTRUMENTS, WHICH POTENTIALLY SUBJECT THE COMPANY TO CONCENTRATION OF
CREDIT  RISK,  CONSIST  PRIMARILY OF TRADE RECEIVABLES.  IN THE NORMAL COURSE OF
BUSINESS,  THE COMPANY PROVIDES CREDIT TERMS TO ITS CUSTOMERS.  ACCORDINGLY, THE
COMPANY  PERFORMS  ONGOING  CREDIT  EVALUATIONS  OF  ITS CUSTOMERS AND MAINTAINS
ALLOWANCES  FOR POSSIBLE LOSSES WHICH, WHEN REALIZED, HAVE BEEN WITHIN THE RANGE
OF  MANAGEMENT'S  EXPECTATIONS.

THE  COMPANY  MAINTAINS  ITS  CASH IN BANK DEPOSIT ACCOUNTS WHICH, AT TIMES, MAY
EXCEED  FEDERALLY INSURED LIMITS.  THE COMPANY HAS NOT EXPERIENCED ANY LOSSES IN
SUCH  ACCOUNT.  THE COMPANY BELIEVES IT IS NOT EXPOSED TO ANY SIGNIFICANT CREDIT
RISK  ON  CASH  AND  CASH  EQUIVALENTS.

PROPERTY  AND  EQUIPMENT
PROPERTY  AND  EQUIPMENT  CONSIST  OF  CAPITALIZED  OIL AND GAS WELL COSTS WHICH
WERE  CAPITALIZED  UNDER THE SUCCESSFUL EFFORTS METHOD OF ACCOUNTING FOR OIL AND
GAS  PRODUCING  ACTIVITIES.  THE  COMPANY  CEASED  ITS  OIL  AND  GAS  PRODUCING
ACTIVITIES IN 2003 AND DID NOT ACQUIRE ADDITIONAL ASSETS TO BE CAPITALIZED UNDER
THE  SUCCESSFUL  EFFORTS METHOD IN 2003.  CAPITALIZED COSTS UNDER THE SUCCESSFUL
EFFORTS METHOD ARE DEPLETED ON THE UNITS OF PRODUCTION METHOD BASED ON ESTIMATED
FUTURE RESERVES.  OTHER EQUIPMENT, WHICH PRIMARILY CONSISTS OF SUPPORT EQUIPMENT
FOR  GAS  AND  OIL PRODUCING ACTIVITIES, ARE DEPRECIATED USING THE STRAIGHT-LINE
METHOD  OVER  THE  ESTIMATED  USEFUL  LIVES  OF  THE  ASSETS.  EXPENDITURES  FOR
MAINTENANCE  AND  REPAIRS  ARE  EXPENSED  WHEN  INCURRED   AND  BETTERMENTS  ARE
CAPITALIZED.  WHEN  ASSETS  ARE  SOLD,  RETIRED  OR  OTHERWISE  DISPOSED OF, THE
APPLICABLE COSTS AND ACCUMULATED DEPRECIATION AND DEPLETION ARE REMOVED FROM THE
ACCOUNTS,  AND  THE  RESULTING  GAIN  OR  LOSS  IS  REFLECTED  IN  OPERATIONS.

IMPAIRMENT  OF  LONG-LIVED  ASSETS
THE  COMPANY  REVIEWS  ITS LONG-LIVED  ASSETS,  FOR  IMPAIRMENT  WHEN  EVENTS OR
CHANGES  IN  CIRCUMSTANCES  INDICATE  THAT THE BOOK VALUE OF AN ASSET MAY NOT BE
RECOVERABLE.  THE  COMPANY EVALUATES, AT EACH BALANCE SHEET DATE, WHETHER EVENTS
AND  CIRCUMSTANCES HAVE OCCURRED WHICH INDICATE POSSIBLE IMPAIRMENT. THE COMPANY
USES  AN  ESTIMATE OF FUTURE UNDISCOUNTED NET CASH FLOWS OF THE RELATED ASSET OR
GROUP  OF  ASSETS  OVER  THE  ESTIMATED  REMAINING LIFE IN MEASURING WHETHER THE
ASSETS  ARE  RECOVERABLE.

                                      F-8
<PAGE>
INCOME  TAXES
DEFERRED INCOME TAXES ARISE FROM TEMPORARY DIFFERENCES RESULTING FROM INCOME AND
EXPENSE  ITEMS  REPORTED  FOR FINANCIAL ACCOUNTING AND TAX PURPOSES IN DIFFERENT
PERIODS.  DEFERRED  TAXES ARE CLASSIFIED AS CURRENT OR NON-CURRENT, DEPENDING ON
THE CLASSIFICATION OF THE ASSETS AND LIABILITIES TO WHICH THEY RELATE.  DEFERRED
TAXES  ARISING  FROM  TEMPORARY  DIFFERENCES THAT ARE NOT RELATED TO AN ASSET OR
LIABILITY  ARE  CLASSIFIED AS CURRENT OR NON-CURRENT DEPENDING ON THE PERIODS IN
WHICH  THE  TEMPORARY  DIFFERENCES  ARE  EXPECTED  TO  REVERSE.

REVENUE  RECOGNITION
REVENUE  FROM  OIL  AND  GAS  ACTIVITIES,  WHICH  ARE  INCLUDED  IN DISCONTINUED
OPERATIONS, IS RECOGNIZED FROM OIL SALES AT SUCH TIME AS THE OIL IS DELIVERED TO
THE BUYER.  REVENUE IS RECOGNIZED FROM GAS SALES WHEN THE GAS PASSES THROUGH THE
PIPELINE  AT  THE WELL HEAD. OIL AND GAS SALES ARE REPORTED NET OF ROYALTY FEES,
WHICH  FEES  WERE $20,000 AND $127,000 FOR THE YEARS ENDED DECEMBER 31, 2003 AND
2002.  REVENUE FROM LEASING EQUIPMENT IS RECOGNIZED OVER THE LEASE TERM AS IT IS
EARNED  AND  WHEN  IT  IS  REASONABLY  COLLECTIBLE.

USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS
THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH ACCOUNTING PRINCIPLES
GENERALLY  ACCEPTED  IN THE UNITED STATES OF AMERICA REQUIRES MANAGEMENT TO MAKE
ESTIMATES  AND  ASSUMPTIONS  THAT  AFFECT  THE  REPORTED  AMOUNTS  OF ASSETS AND
LIABILITIES  AND  DISCLOSURE OF CONTINGENT ASSETS AND LIABILITIES AT THE DATE OF
THE  FINANCIAL  STATEMENTS  AND  THE  REPORTED  AMOUNTS OF REVENUES AND EXPENSES
DURING  THE REPORTING PERIOD.  ACTUAL RESULTS COULD DIFFER FROM THOSE ESTIMATES.

EARNINGS  PER  SHARE
THE  COMPUTATION  OF  BASIC  EARNINGS  PER COMMON SHARE IS BASED ON THE WEIGHTED
AVERAGE  NUMBER  OF  SHARES  OUTSTANDING  DURING  THE  PERIOD.

THE  COMPUTATION  OF  DILUTED EARNINGS PER COMMON SHARE IS BASED ON THE WEIGHTED
AVERAGE  NUMBER  OF  SHARES  OUTSTANDING DURING THE PERIOD PLUS THE COMMON STOCK
EQUIVALENTS  WHICH  WOULD  ARISE FROM THE EXERCISE OF STOCK OPTIONS AND WARRANTS
OUTSTANDING  USING  THE  TREASURY  STOCK METHOD AND THE AVERAGE MARKET PRICE PER
SHARE  DURING  THE  PERIOD.  OPTIONS  TO  PURCHASE  50,000 AND 100,000 SHARES OF
COMMON STOCK AT PRICES RANGING FROM $1.00 TO $2.25 PER SHARE WERE OUTSTANDING AT
DECEMBER  31, 2003 AND 2002, RESPECTIVELY.  OPTIONS TO PURCHASE SHARES OF COMMON
STOCK  ARE  NOT  INCLUDED  IN  THE DILUTED LOSS PER SHARE CALCULATION WHEN THEIR
EFFECT  IS  ANTIDILUTIVE.

                                      F-9
<PAGE>
STOCK-BASED  COMPENSATION
THE  COMPANY  ACCOUNTS  FOR  STOCK  OPTIONS  GRANTED  TO  EMPLOYEES  UNDER  THE
RECOGNITION  AND  MEASUREMENT  PRINCIPLES  OF APB OPINION NO. 25, ACCOUNTING FOR
STOCK  ISSUED  TO  EMPLOYEES,  AND  RELATED INTERPRETATIONS, AND HAS ADOPTED THE
DISCLOSURE-ONLY PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS)
NO.  123,  "ACCOUNTING  FOR  STOCK-BASED  COMPENSATION."  ACCORDINGLY,  NO
COMPENSATION  COST  HAS  BEEN  RECOGNIZED  IN  THE  FINANCIAL STATEMENTS, AS ALL
OPTIONS GRANTED UNDER THOSE PLANS HAD AN EXERCISE PRICE EQUAL TO OR GREATER THAN
THE  MARKET  VALUE OF THE UNDERLYING COMMON STOCK ON THE ATE OF GRANT.  NO STOCK
OPTIONS  WERE  GRANTED  IN  2002  AND  2003.

RECLASSIFICATIONS
CERTAIN  ACCOUNTS  IN  THE  2002  FINANCIAL STATEMENTS HAVE BEEN RECLASSIFIED TO
CONFORM  WITH  THE  2003  YEAR  PRESENTATION.



2. GOING CONCERN

THE  ACCOMPANYING  FINANCIAL  STATEMENTS  HAVE  BEEN  PREPARED ASSUMING THAT THE
COMPANY  WILL CONTINUE AS A GOING CONCERN.  AS OF DECEMBER 31, 2003, THE COMPANY
HAD  NEGATIVE  CASH  FLOWS  FROM  OPERATIONS  AND HAS INCURRED OPERATING LOSSES.
THESE  CONDITIONS  RAISE  SUBSTANTIAL  DOUBT ABOUT THE ABILITY OF THE COMPANY TO
CONTINUE  AS  A  GOING  CONCERN.  THE  FINANCIAL  STATEMENTS  DO NOT INCLUDE ANY
ADJUSTMENTS  THAT  MIGHT  RESULT  FROM  THE  OUTCOME  OF  THESE  UNCERTAINTIES.

MANAGEMENT  HAS  RESTRUCTURED  THE  COMPANY'S OPERATIONS, BY SELLING OFF CERTAIN
ASSETS  AND  ASSIGNING  CERTAIN LIABILITIES RELATED TO ITS OIL AND GAS PRODUCING
ACTIVITIES.  THE  COMPANY  HAS DISCONTINUED ITS OIL AND GAS PRODUCING ACTIVITIES
AND  IS  LEASING SUBSTANTIALLY ALL OF ITS REMAINING EQUIPMENT AND PROPERTY TO AN
OIL  AND  GAS  PRODUCTION  COMPANY CONTROLLED BY FORMER OFFICERS OF THE COMPANY.
THE COMPANY WILL FOCUS ON LEASING ITS EQUIPMENT, REAL ESTATE, AND WELLS WITH THE
INTENTION  OF  REDUCING  OPERATING  COSTS  AND  OVERHEAD.  MANAGEMENT INTENDS TO
EVENTUALLY  SELL  ITS REMAINING ASSETS AND ACQUIRE AN OPERATING ENTITY THROUGH A
REVERSE  ACQUISITION.  IF THE COMPANY IS UNABLE TO OBTAIN PROFITABLE OPERATIONS,
IT  WILL REQUIRE ADDITIONAL DEBT OR EQUITY FINANCING.  THERE CAN BE NO ASSURANCE
THAT  THE  COMPANY  WILL  BE  SUCCESSFUL IN ITS EFFORTS TO SECURE DEBT OR EQUITY
FINANCING  SHOULD  THE  NEED  ARISE.
                                      F-10
<PAGE>
3. PROPERTY AND EQUIPMENT

PROPERTY  AND  EQUIPMENT  CONSIST  OF  THE  FOLLOWING  AT  DECEMBER  31,  2003:

<TABLE>
<CAPTION>

<S>                                                 <C>

OIL AND GAS PROPERTIES (SUCCESSFUL EFFORTS
  METHOD). . . . . . . . . . . . . . . . . . . . .  $  551,000
OIL AND GAS EQUIPMENT (SUCCESSFUL EFFORTS
  METHOD). . . . . . . . . . . . . . . . . . . . .     504,000
CAPITALIZED COSTS DUE TO DEFERRED
  RETIREMENT OBLIGATION TO PLUG AND ABANDON WELLS.      86,000
VEHICLES AND EQUIPMENT . . . . . . . . . . . . . .     191,000
BUILDING AND LAND. . . . . . . . . . . . . . . . .      36,000
                                                    -----------
                                                     1,368,000
                                                    -----------
LESS ACCUMULATED DEPRECIATION, AND DEPLETION . . .    (681,000)
                                                    -----------
                                                    $  687,000
                                                    -----------
</TABLE>

4. DEFERRED GAIN ON DISCONTINUED OPERATIONS

THE  COMPANY  RECORDED  A DEFERRED GAIN ON DISCONTINUED OPERATIONS (SEE NOTE 12)
RELATED  TO  DEBT  ASSUMED  BY  MOG  IN  CONNECTION WITH THE SALE OF GAS AND OIL
ACTIVITIES  (SEE  NOTE  1).  THE  COMPANY HAS NOT BEEN RELEASED BY THE FINANCIAL
INSTITUTIONS  AND  EFFECTIVELY  ACTS  AS A GUARANTOR OF THE DEBT.  THEREFORE THE
COMPANY  IS  DEFERRING  THE PORTION OF THE DEBT ASSUMED BY MOG UNTIL IT IS PAID.
THE  FOLLOWING  SETS  FORTH THE ESTIMATED RECOGNITION OF THE DEFERRED GAIN AS OF
DECEMBER  31,  2003:


<TABLE>
<CAPTION>



<S>                        <C>
YEAR ENDING DECEMBER 31:.  AMOUNTS
                           -------

 2004 . . . . . . . . . .   11,000
 2005 . . . . . . . . . .    3,000
 2006 . . . . . . . . . .    3,000
 2007 . . . . . . . . . .    3,000
 2008 . . . . . . . . . .    3,000
 THEREAFTER . . . . . . .    5,000
                           -------
                            28,000
</TABLE>

This debt is secured by property and equipment of the Company.

F-11
<PAGE>

5. ASSET RETIREMENT OBLIGATION AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
   PRINCIPLE

DURING  THE  YEAR  ENDED DECEMBER 31, 2003 THE COMPANY ADOPTED THE PROVISIONS OF
SFAS  143  "ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS" WHICH REQUIRES ENTITIES
TO RECORD THE FAIR VALUE OF A LEGAL LIABILITY FOR AN ASSET RETIREMENT OBLIGATION
IN  THE  PERIOD IN WHICH IT IS INCURRED.  THE COMPANY HAS RECOGNIZED A LIABILITY
BASED  ON  THE PRESENT VALUE OF THE ESTIMATED COSTS RELATED TO ITS OBLIGATION TO
PLUG  AND  ABANDON  THE  FOUR  OIL  AND GAS WELLS IT OWNS.  THE COMPANY HAS ALSO
CAPITALIZED THE COSTS OF THE LIABILITY THROUGH INCREASING THE CARRYING AMOUNT OF
ITS OIL AND GAS PROPERTIES.   THE LIABILITY IS ACCRETED TO ITS ESTIMATED PRESENT
VALUE  EACH PERIOD, AND THE CAPITALIZED COST IS DEPRECIATED OVER THE USEFUL LIFE
OF  THE  RELATED  ASSET.   UPON  SETTLEMENT  OF  THE LIABILITY, THE COMPANY WILL
SETTLE  THE  OBLIGATION  FOR  ITS  RECORDED  AMOUNT OR INCUR A GAIN OR LOSS UPON
SETTLEMENT.

AS  OF DECEMBER 31, 2003 THE COMPANY HAD A LIABILITY OF $117,000 AND A NET ASSET
OF  APPROXIMATELY  $66,000,  WHICH  IS  INCLUDED IN PROPERTY AND EQUIPMENT.  THE
DIFFERENCE  BETWEEN  THE  AMOUNTS  PREVIOUSLY  RECORDED  AND  THE  NET  SFAS 143
LIABILITY  IS A LOSS RECORDED AS THE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE  OF  $37,000  AS  FOLLOWS:

 DEPRECIATION                                            $   15,000
 ACCRETION  OF  ASSET  RETIREMENT  OBLIGATION                22,000
                                                         ----------

 CUMULATIVE  EFFECT  OF  CHANGE                          $   37,000
                                                         ==========


6. COMMITMENTS AND CONTIGENCIES

PURSUANT  TO  THE  AGREEMENT  WITH  MOG  (SEE NOTE 1), MOG ASSUMED APPROXIMATELY
$110,000  OF  ACCRUED OIL AND GAS WORKING INTEREST ROYALTIES WHICH RELATE TO THE
REMAINING GAS AND OIL LEASEHOLD PROPERTIES OWNED BY THE COMPANY. IF MOG DEFAULTS
ON  ITS  OBLIGATION  TO  PAY  THESE  ROYALTIES  THE COMPANY MAY BE LIABLE TO THE
WORKING  INTEREST  HOLDERS  FOR  THESE  PAST  DUE ROYALTIES.  ADDITIONAL ACCRUED
ROYALTIES  FROM OPERATIONS RELATED TO WELLS OWNED BY THE COMPANY, INCURRED SINCE
THE  ASSIGNMENT  OF  THESE  ROYALTIES  TO MOG, ARE ESTIMATED TO BE APPROXIMATELY
$65,000.  THEREFORE,  AT  DECEMBER  31,  2003  THE  COMPANY  HAS  AN  ESTIMATED
CONTINGENT  LIABILITY  OF  $175,000  RELATED  TO  THIRD  PARTY  WORKING INTEREST
ROYALTIES.

IN ADDITION TO THE MOG AGREEMENT, CERTAIN ACCOUNTS PAYABLE WERE ASSIGNED TO MOG.
AS  OF  DECEMBER  31, 2003 APPROXIMATELY $132,000 OF THESE PAYABLES HAD NOT BEEN
PAID  BY MOG.  IF MOG BECOMES INSOLVENT, THE COMPANY MAY BE REQUIRED TO PAY THIS
LIABILITY.

                                      F-12
<PAGE>
7. INCOME TAXES

THE  PROVISION  FOR  INCOME  TAXES  DIFFERS  FROM THE AMOUNT COMPUTED AT FEDERAL
STATUTORY  RATES  AS  FOLLOWS  AT  DECEMBER  31:

<TABLE>
<CAPTION>

<S>                              <C>        <C>
                                     2003        2002
                                 ---------  ----------

INCOME TAX (EXPENSE) BENEFIT AT
  STATUTORY RATE. . . . . . . .  $(15,000)  $ 122,000
DEPLETION . . . . . . . . . . .    68,000      17,000
OTHER . . . . . . . . . . . . .     2,000       1,000
CHANGE IN VALUATION ALLOWANCE .   (55,000)   (140,000)

                                 $      -   $       -
</TABLE>



<TABLE>
<CAPTION>

DEFERRED TAX ASSETS (LIABILITIES) ARE COMPRISED OF THE FOLLOWING AT DECEMBER 31,
2003:

<S>                               <C>

NET OPERATING LOSS CARRY FORWARD  $ 905,000
DEPRECIATION AND DEPLETION . . .    -56,000
IMPAIRMENT ON FIXED ASSETS . . .     13,000
ACCRUED ASSET RETIREMENT COSTS .     19,000
DEPLETION CARRY FORWARD. . . . .     53,000
VALUATION ALLOWANCE. . . . . . .   -934,000
                                  ---------

                                  $       -
                                  =========

</TABLE>

A  VALUATION ALLOWANCE HAS BEEN RECORDED FOR THE FULL AMOUNT OF THE DEFERRED TAX
ASSET BECAUSE IT IS MORE LIKELY THAN NOT THAT THE DEFERRED TAX ASSET WILL NOT BE
REALIZED.

AS  OF  DECEMBER 31, 2003, THE COMPANY HAD A NET OPERATING LOSS CARRY FORWARD OF
APPROXIMATELY  $2,426,000.  THIS  CARRY  FORWARD  BEGINS  TO EXPIRE IN 2019.  IF
SUBSTANTIAL  CHANGES  IN THE COMPANY'S OWNERSHIP SHOULD OCCUR, THERE WOULD BE AN
ANNUAL  LIMITATION  OF  THE AMOUNT OF NOL CARRY FORWARD WHICH COULD BE UTILIZED.
THE  ULTIMATE  REALIZATION OF THIS CARRY FORWARD IS DUE, IN PART, ON THE TAX LAW
IN  EFFECT  AT  THE  TIME  AND  FUTURE  EVENTS  WHICH  CANNOT  BE  DETERMINED.

                                      F-13
<PAGE>
8. SALES TO MAJOR CUSTOMER

THE COMPANY'S HAD SALES TO ENTITIES WHICH REPRESENT MORE THAN 10% AS FOLLOWS FOR
THE  YEARS  ENDED  DECEMBER  31:

<TABLE>
<CAPTION>



<S>        <C>       <C>
               2003      2002
           --------  --------

COMPANY A  $105,000  $680,000
COMPANY B  $ 64,000  $      -
</TABLE>

9. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

OPERATIONS REFLECT ACTUAL AMOUNTS PAID FOR INTEREST AND INCOME TAXES AS FOLLOWS:


<TABLE>
<CAPTION>



<S>        <C>       <C>
                    2003      2002
                --------  --------

INTEREST        $      -  $  7,000
INCOME TAXES    $      -  $      -
</TABLE>

THE  COMPANY  ENTERED  INTO AN AGREEMENT WITH MOG IN WHICH IT SOLD EQUIPMENT AND
OIL  AND  GAS  WELL  PROPERTIES  AND  ASSIGNED  LIABILITIES.    THE  COMPANY HAS
EFFECTIVELY  DISCONTINUED  ITS  OIL AND GAS PRODUCING.  A GAIN WAS RECOGNIZED ON
THE  DISPOSITION  OF  THE  RELATED  ASSETS  AND  LIABILITIES  AS  FOLLOWS:


<TABLE>
<CAPTION>



<S>                                              <C>
LESS: CASH PAID IN DISPOSAL . . . . . . . . . .  $  -8,000
RECEIVABLES . . . . . . . . . . . . . . . . . .    -74,000
INVENTORY . . . . . . . . . . . . . . . . . . .    -46,000
PREPAID EXPENSES. . . . . . . . . . . . . . . .     -3,000
GAS AND OIL PROPERTY. . . . . . . . . . . . . .   -272,000
EQUIPMENT AND VEHICLES. . . . . . . . . . . . .    -36,000
ADD: COMMON STOCK ACQUIRED (802,775 SHARES) . .    201,000
ACCOUNTS PAYABLE AND ACCRUED EXPENSES . . . . .    407,000
RELATED PARTY NOTES PAYABLE . . . . . . . . . .     13,000
LONG-TERM DEBT. . . . . . . . . . . . . . . . .     37,000
DEFERRED GAIN . . . . . . . . . . . . . . . . .    -28,000

GAIN ON DISPOSITION OF DISCONTINUED OPERATIONS.  $ 191,000
                                                 ---------
</TABLE>
                                      F-14
<PAGE>
DURING THE YEAR ENDED DECEMBER 31, 2003 THE COMPANY RECORDED A ACCRUED LONG-TERM
RETIREMENT  OBLIGATION  COST OF $220,000 AND CAPITALIZED THAT COST BY INCREASING
THE  CARRYING  AMOUNT  OF  ITS  OIL  AND GAS PROPERTIES.  THE COMPANY RECORDED A
$97,000  CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPAL THAT CONSISTED OF
$39,000  OF  DEPRECIATION  EXPENSE AND $58,000 OF ACCRETION OF DEFERRED PURCHASE
OBLIGATION.


10. PREFERRED STOCK

     THE  COMPANY'S  PREFERRED  STOCK  MAY BE ISSUED FROM TIME TO TIME IN ONE OR
MORE  SERIES,  WITH  SUCH  DISTINCTIVE  SERIAL  DESIGNATIONS AS MAY BE STATED OR
EXPRESSED IN THE RESOLUTION OR RESOLUTIONS PROVIDING FOR THE ISSUE OF SUCH STOCK
ADOPTED  FROM  TIME  TO  TIME  BY THE BOARD OF DIRECTORS.  IN SUCH RESOLUTION OR
RESOLUTIONS  PROVIDING FOR THE ISSUANCE OF SHARES OF EACH PARTICULAR SERIES, THE
BOARD  OF  DIRECTORS  IS  ALSO  EXPRESSLY  AUTHORIZED  TO  FIX:

     -  THE  RIGHT  TO  VOTE

     -  THE  CONSIDERATION FOR WHICH THE SHARES OF SUCH SERIES ARE TO BE ISSUED,
THE  NUMBER OF SHARES CONSTITUTING SUCH SERIES AND WHETHER SHARES OF SUCH SERIES
SHALL  BE  SUBJECT  TO  REDEMPTION  AND  THE  TERMS

     -  THE  RATE  OF  DIVIDENDS, THE TIMES AT WHICH DIVIDENDS SHALL BE PAYABLE,
AND PREFERENCES AND WHETHER SUCH DIVIDENDS SHALL BE CUMULATIVE OR NON-CUMULATIVE

-  THE RIGHTS WHICH THE HOLDERS OF SHARES OF SUCH SERIES SHALL HAVE IN THE EVENT
OF ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION, MERGER, CONSOLIDATION, DISTRIBUTION
OR  SALE  OF ASSETS, DISSOLUTION OR WINDING UP OF THE AFFAIRS OF THE CORPORATION

THE  RIGHTS WHICH THE HOLDER OF SHARES OF SUCH SERIES SHALL HAVE TO CONVERT SUCH
SHARES  INTO  OR EXCHANGE SUCH SHARES FOR SHARES OF ANY OTHER CLASS OR ANY OTHER
SERIES  OF  STOCK  OF  THE  CORPORATION

                                      F-15
11. STOCK OPTIONS AND WARRANTS

A  SUMMARY  OF  THE  STOCK  OPTION  AND  WARRANT  ACTIVITY  IS  AS  FOLLOWS:


<TABLE>
<CAPTION>



<S>                               <C>        <C>
                                  NUMBER OF  EXERCISE
                                  SHARES     PRICE
                                  ---------  ----------

OUTSTANDING AT JANUARY 1, 2002 .    100,000  $1.00 2.25
   GRANTED
   EXERCISED . . . . . . . . . .          -           -
                                  ---------  ----------

OUTSTANDING AT DECEMBER 31, 2002    100,000   1.00 2.25
   GRANTED . . . . . . . . . . .          -           -
   EXPIRED . . . . . . . . . . .    -50,000   1.00 1.10
   EXERCISED . . . . . . . . . .          -           -
                                  ---------  ----------

OUTSTANDING AT DECEMBER 31, 2003     50,000  $1.00 2.25
                                  ---------  ----------

</TABLE>

NO  OPTIONS  WERE  GRANTED  IN  2002  AND  2003.

THE  FOLLOWING  TABLE  SUMMARIZES  INFORMATION  ABOUT STOCK OPTIONS AND WARRANTS
OUTSTANDING  AT  DECEMBER  31,  2003:


                                  WEIGHTED
                                   AVERAGE     WEIGHTED                WEIGHTED
         RANGE OF                 REMAINING    AVERAGE                 AVERAGE
         EXERCISE      NUMBER     CONTRACTUAL  EXERCISE    NUMBER      EXERCISE
         PRICES      OUTSTANDING LIFE (YEARS)   PRICE    EXERCISABLE     PRICE
--------------------------------------------------------------------------------
  $     1.00 - 1.10     25,000     6.04     $     1.00     25,000     $     1.00
               2.25     25,000     7.18           2.25     25,000           2.25
--------------------------------------------------------------------------------
  $     1.00 - 2.25     50,000     6.33     $     1.63     50,000     $     1.63
================================================================================

12. FAIR VALUE OF FINANCIAL INSTUMENTS

THE  COMPANY'S FINANCIAL INSTRUMENTS CONSIST OF CASH, RECEIVABLES, PAYABLES, AND
NOTES  PAYABLE.  THE  CARRYING  AMOUNT  OF  CASH,  RECEIVABLES  AND  PAYABLES
APPROXIMATES  FAIR  VALUE  BECAUSE OF THE SHORT-TERM NATURE OF THESE ITEMS.  THE
AGGREGATE  CARRYING  AMOUNT  OF THE NOTES PAYABLE APPROXIMATES FAIR VALUE AS THE
INDIVIDUAL  BORROWINGS  BEAR  INTEREST  AT  MARKET  INTEREST  RATES.

                                      F-16
<PAGE>
13. DISCONTUNIED OPERATIONS

THE COMPANY ENTERED INTO AN AGREEMENT IN WHICH IT SOLD EQUIPMENT AND OIL AND GAS
WELL PROPERTIES AND ASSIGNED SUBSTANTIALLY ALL OF ITS LIABILITIES.  IN ADDITION,
THE  COMPANY  LEASED  THE  REMAINING OF ITS OIL AND GAS RELATED ASSETS AND OTHER
PROPERTY  TO  A  COMPANY  CONTROLLED  BY  FORMER OFFICERS / SHAREHOLDERS WITH AN
OPTION  TO  PURCHASE  THOSE  ASSETS  IN APRIL 2004.  THE COMPANY HAS EFFECTIVELY
DISCONTINUED  ITS  OIL  AND  GAS PRODUCING ACTIVITIES.  THEREFORE ALL OPERATIONS
RELATING  TO OIL AND GAS PRODUCING ACTIVITIES FOR THE PERIODS ENDED DECEMBER 31,
2003 AND 2002 HAVE BEEN PRESENTED AS DISCONTINUED OPERATIONS IN THE STATEMENT OF
OPERATIONS.  A  GAIN WAS RECOGNIZED ON THE DISPOSITION OF THE RELATED ASSETS AND
LIABILITIES  AS  FOLLOWS:



<TABLE>
<CAPTION>



<S>                                              <C>

LESS: CASH PAID IN DISPOSAL . . . . . . . . . .  $  -8,000
RECEIVABLES . . . . . . . . . . . . . . . . . .    -74,000
INVENTORY . . . . . . . . . . . . . . . . . . .    -46,000
PREPAID EXPENSES. . . . . . . . . . . . . . . .     -3,000
GAS AND OIL PROPERTY. . . . . . . . . . . . . .   -272,000
EQUIPMENT AND VEHICLES. . . . . . . . . . . . .    -36,000
ADD: COMMON STOCK ACQUIRED (802,463 SHARES) . .    201,000
ACCOUNTS PAYABLE AND ACCRUED EXPENSES . . . . .    407,000
RELATED PARTY NOTES PAYABLE . . . . . . . . . .     13,000
LONG-TERM DEBT. . . . . . . . . . . . . . . . .     37,000
DEFERRED GAIN . . . . . . . . . . . . . . . . .    -28,000

GAIN ON DISPOSITION OF DISCONTINUED OPERATIONS.  $ 191,000
                                                 =========

</TABLE>
                                      F-17
<PAGE>


THE  STATEMENT OF OPERATIONS REFLECTS INCOME (LOSS) FROM DISCONTINUED OPERATIONS
AS  FOLLOWS:

<TABLE>
<CAPTION>



<S>                         <C>            <C>
                                    YEARS ENDED
                                    DECEMBER 31,
                                   -------------
                                     2003       2002
                            -------------  ---------

REVENUE, NET OF ROYALTIES.  $      85,000  $ 578,000
COSTS AND EXPENSES . . . .        100,000    718,000
                            -------------  ---------

NET INCOME (LOSS) BEFORE
INCOME TAXES . . . . . . .        -15,000   -140,000

INCOME TAXES . . . . . . .              -          -
                            -------------  ---------

NET LOSS FROM DISCONTINUED
OPERATIONS . . . . . . . .  $     -15,000  $-140,000
                            =============  =========

</TABLE>

14. ENVIRONMENTAL REGULATION

VARIOUS  FEDERAL,  STATE  AND  LOCAL  LAWS AND REGULATIONS COVERING DISCHARGE OF
MATERIALS  INTO  THE ENVIRONMENT, OR OTHERWISE RELATING TO THE PROTECTION OF THE
ENVIRONMENT,  MAY  AFFECT  THE COMPANY'S OPERATIONS AND THE COSTS OF ITS OIL AND
NATURAL  GAS  EXPLOITATION,  DEVELOPMENT AND PRODUCTION OPERATIONS.  THE COMPANY
DOES  NOT  ANTICIPATE  THAT  IT  WILL  BE  REQUIRED IN THE NEAR FUTURE TO EXPEND
AMOUNTS  MATERIAL  IN  RELATION  TO THE FINANCIAL STATEMENTS TAKEN AS A WHOLE BY
REASON  OF  ENVIRONMENTAL  LAWS  AND  REGULATIONS.  BECAUSE  THESE  LAWS  AND
REGULATIONS  ARE  CONSTANTLY BEING CHANGED, THE COMPANY IS UNABLE TO PREDICT THE
CONDITIONS  AND OTHER FACTORS, OVER WHICH IT DOES NOT EXERCISE CONTROL, THAT MAY
GIVE  RISE  TO  ENVIRONMENT  LIABILITIES  AFFECTING  THE  COMPANY.

                                      F-18
<PAGE>
15. RECENT ACCOUNTING PRONOUNCEMENTS

IN  JUNE  2002,  THE  FASB ISSUED SFAS NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED
WITH  EXIT  OR DISPOSAL ACTIVITIES."  THIS STANDARD, WHICH IS EFFECTIVE FOR EXIT
OR  DISPOSAL ACTIVITIES INITIATED AFTER DECEMBER 31, 2002, PROVIDES NEW GUIDANCE
ON  THE  RECOGNITION,  MEASUREMENT  AND REPORTING OF COSTS ASSOCIATED WITH THESE
ACTIVITIES.  THE  STANDARD  REQUIRES COMPANIES TO RECOGNIZE COST ASSOCIATED WITH
EXIT  OR  DISPOSAL ACTIVITIES WHEN THEY ARE INCURRED RATHER THAN AT THE DATE THE
COMPANY  COMMITS  TO  AN EXIT OR DISPOSAL PLAN.  THE ADOPTION OF SFAS NO. 146 BY
THE  COMPANY  DID  HAVE A MATERIAL IMPACT ON THE COMPANY'S FINANCIAL POSITION OR
FUTURE  OPERATIONS.

IN  JANUARY  2003,  THE  FASB  ISSUED  INTERPRETATION  NO. 46, "CONSOLIDATION OF
VARIABLE  INTEREST  ETHICS"  (FIN  NO.  46),  WHICH  ADDRESSES  CONSOLIDATION BY
BUSINESS  ENTERPRISES  OF  VARIABLE INTEREST ENTITIES.  FIN NO. 46 CLARIFIES THE
APPLICATION  OF  ACCOUNTING  RESEARCH  BULLETIN  NO. 51, "CONSOLIDATED FINANCIAL
STATEMENTS",  TO  CERTAIN  ENTITIES  IN  WHICH  EQUITY INVESTORS DO NOT HAVE THE
CHARACTERISTICS  OF  A  CONTROLLING FINANCIAL INTEREST OR DO NOT HAVE SUFFICIENT
EQUITY  AT  RISK  FOR  THE  ENTITY  TO FINANCE ITS ACTIVITIES WITHOUT ADDITIONAL
SUBORDINATED  FINANCIAL  SUPPORT  FROM  OTHER  PARTIES.  FIN  NO.  46  APPLIES
IMMEDIATELY  TO  VARIABLE INTEREST ENTITIES CREATED AFTER DECEMBER 31, 2003, AND
TO  VARIABLE  INTEREST ENTITIES IN WHICH AN ENTERPRISE OBTAINS AN INTEREST AFTER
THAT  DATE.  IT  APPLIES  TO REPORTING PERIODS BEGINNING AFTER DECEMBER 15, 2004
RELATIVE,  TO VARIABLE INTEREST ENTITIES IN WHICH AN ENTERPRISE HOLDS A VARIABLE
INTEREST  THAT  IT  ACQUIRED  BEFORE DECEMBER 31, 2003.  IN THE EVENT A VARIABLE
INTEREST  ENTITY  IS IDENTIFIED THIS PRONOUNCEMENT MAY HAVE A MATERIAL IMPACT OF
ITS FINANCIAL CONDITION OR RESULTS OF OPERATIONS.  MANAGEMENT HAS BEEN UNABLE TO
DETERMINE  IF  A  VARIABLE  INTEREST  ENTITY  EXISTS.

                                      F-19
<PAGE>
IN NOVEMBER 2002, THE FASB ISSUED INTERPRETATION NO. 45, "GUARANTOR'S ACCOUNTING
AND  DISCLOSURE  REQUIREMENTS  FOR  GUARANTEES, INCLUDING INDIRECT GUARANTEES OF
INDEBTEDNESS OF OTHERS" (FIN NO. 45).  FIN NO. 45 REQUIRES CERTAIN GUARANTEES TO
BE  RECORDED AT FAIR VALUE, WHICH IS DIFFERENT FROM CURRENT PRACTICE TO RECORD A
LIABILITY  ONLY WHEN A LOSS IS PROBABLE AND REASONABLY ESTIMABLE, AS THOSE TERMS
ARE DEFINED IN FASB STATEMENT NO. 5, "ACCOUNTING FOR CONTINGENCIES".  FIN NO. 45
ALSO  REQUIRES THE COMPANY TO MAKE SIGNIFICANT NEW DISCLOSURES ABOUT GUARANTEES.
THE  DISCLOSURE  REQUIREMENTS OF FIN NO. 45 ARE EFFECTIVE FOR THE COMPANY IN THE
FIRST QUARTER OF FISCAL YEAR 2003.  FIN NO. 45'S INITIAL RECOGNITION AND INITIAL
MEASUREMENT  PROVISIONS  ARE  APPLICABLE  ON  A  PROSPECTIVE BASIS TO GUARANTEES
ISSUED  OR  MODIFIED AFTER DECEMBER 31, 2002.  THE COMPANY'S PREVIOUS ACCOUNTING
FOR GUARANTEES ISSUED PRIOR TO THE DATE OF THE INITIAL APPLICATION OF FIN NO. 45
WILL  NOT  BE  REVISED OR RESTATED TO REFLECT THE PROVISIONS OF FIN NO. 45.  THE
ADOPTION  OF  FIN  NO.  45  DID  NOT  HAVE A MATERIAL IMPACT ON ITS CONSOLIDATED
FINANCIAL  POSITION,  RESULTS  OF  OPERATIONS  OR  CASH  FLOWS.

IN  MAY  2003, THE FASB ISSUED SFAS NO. 150, "ACCOUNTING FOR CERTAIN INSTRUMENTS
WITH  CHARACTERISTICS  OF  BOTH  LIABILITIES  AND  EQUITY".  THIS  NEW STATEMENT
CHANGES  THE  ACCOUNTING  FOR CERTAIN FINANCIAL INSTRUMENTS THAT, UNDER PREVIOUS
GUIDANCE,  ISSUERS  COULD  ACCOUNT  FOR  AS  EQUITY  OR  CLASSIFICATIONS BETWEEN
LIABILITIES  AND EQUITY IN A SECTION THAT HAS BEEN KNOWN AS "MEZZANINE CAPITAL".
IT  REQUIRES  THAT  THOSE  CERTAIN  INSTRUMENTS  BE CLASSIFIED AS LIABILITIES IN
BALANCE SHEETS.  MOST OF THE GUIDANCE IN SFAS 150 IS EFFECTIVE FOR ALL FINANCIAL
INSTRUMENTS  ENTERED  INTO OR MODIFIED AFTER MAY 31, 2003.  THE ADOPTION OF SFAS
NO.  150  DID NOT HAVE A MATERIAL IMPACT ON THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS.


16. SUBSEQUENT EVENT

ON  JANUARY  22,  2004,  THE  COMPANY  SIGNED  A TENTATIVE AGREEMENT WITH DENTAL
COOPERATIVE, INC., IN WHICH ALL OF THE ISSUED AND OUTSTANDING SHARES OF MOUNTAIN
OIL  WILL  BE  EXCHANGED  FOR  ALL  THE  ISSUED  AND OUTSTANDING STOCK OF DENTAL
COOPERATIVE  INC.   AS  PART OF THE TRANSACTION MOUNTAIN OIL INTENDS TO SPIN OFF
ITS  OPERATING  SUBSIDIARY, OAKRIDGE RESOURCES, INC., BY DISTRIBUTING ALL OF THE
COMMON  STOCK  OF  OAKRIDGE  TO  CURRENT  SHAREHOLDERS  OF  MOUNTAIN  OIL.
IN  CONNECTION  WITH  THE  ACQUISITION,  MOUNTAIN  OIL,  INC. WILL SUBMIT TO ITS
STOCKHOLDERS  A PROPOSAL TO CHANGE ITS NAME TO DENTAL PATIENT CARE AMERICA, INC.
THE  TRANSACTION  IS  SUBJECT  TO  SHAREHOLDER APPROVAL OF BOTH MOUNTAIN OIL AND
DENTAL  COOPERATIVE,  INC.
                                      F-20
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
     ACCOUNTING  AND  FINANCIAL  DISCLOSURE

     NONE.

     ITEM  8A.   CONTROLS  AND  PROCEDURES

(A)  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

         BASED  ON  THEIR  EVALUATIONS  AS  OF  DECEMBER 31, 2003, THE PRINCIPAL
EXECUTIVE  OFFICER AND PRINCIPAL FINANCIAL OFFICER OF THE COMPANY HAVE CONCLUDED
THAT  THE  COMPANY'S  DISCLOSURE  CONTROLS  AND  PROCEDURES (AS DEFINED IN RULES
13A-15(E)  AND  15D-15(E)  UNDER  THE  SECURITIES EXCHANGE ACT) ARE EFFECTIVE TO
ENSURE  THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN REPORTS THAT
THE  COMPANY  FILES  OR  SUBMITS  UNDER THE SECURITIES EXCHANGE ACT IS RECORDED,
PROCESSED,  SUMMARIZED  AND  REPORTED  WITHIN  THE TIME PERIODS SPECIFIED IN THE
RULES  AND  FORMS  OF  THE  SEC.

(B)  CHANGES  IN  INTERNAL  CONTROLS

         THERE  WERE  NO  SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS
OVER  FINANCIAL  REPORTING  OR  IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT
THESE  INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF THEIR MOST RECENT EVALUATION,
INCLUDING  ANY  CORRECTIVE  ACTIONS  WITH REGARD TO SIGNIFICANT DEFICIENCIES AND
MATERIAL  WEAKNESSES.

     PART  III

     ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
     PERSONS

DIRECTORS  AND  OFFICERS

THE  FOLLOWING  TABLE SETS FORTH THE NAMES, AGES, AND POSITIONS OF OUR DIRECTORS
AND  EXECUTIVE  OFFICERS.

NAME                   AGE      POSITION                          SINCE

JOSEPH F. OLLIVIER     61       PRESIDENT, CHIEF EXECUTIVE        JULY 1999
                                OFFICER  AND  DIRECTOR

LYNN  STRATFORD        60       CFO,  SECRETARY,  TREASURER       JULY 1999-2002
                                                             APRIL  2003-PRESENT

HARRY  L.  PETERSON    59       DIRECTOR                      MARCH  2001

BIOGRAPHIES

     THE  FOLLOWING  ARE  BRIEF  BIOGRAPHIES  OF  THE  OFFICERS  AND  DIRECTORS:

                                       13
<PAGE>
JOSEPH  F.  OLLIVIER,  PRESIDENT  AND  DIRECTOR.
SINCE  1995,  MR.  OLLIVIER HAS BEEN A MANAGING MEMBER OF FIRST CAPITAL FUNDING,
LLC, A PRIVATE MORTGAGE COMPANY, WHERE HE SUPERVISES LOAN ACTIVITY. MR. OLLIVIER
IS  RESPONSIBLE  FOR  OVERSEEING  OUR  BUDGETING  AND  FINANCIAL DIRECTION.  MR.
OLLIVIER  IS  ALSO THE PRESIDENT OF DATIGEN.COM, INC., A PUBLIC COMPANY, ENGAGED
IN  THE  BUSINESS  OF  TRIP  HAZARD  REMOVAL.

LYNN  STRATFORD,  CHIEF  FINANCIAL  OFFICER, SECRETARY, TREASURER, AND DIRECTOR.
LYNN  STRATFORD  IS  A  NORTHWESTERN MBA GRADUATE.  MR. STRATFORD WORKED FOR TWO
YEARS  WITH  ARTHUR  ANDERSEN  &  CO.  AFTER  GRADUATE  SCHOOL.  SINCE  1978 MR.
STRATFORD  HAS BEEN THE FINANCIAL SPECIALIST IN HIS OWN VENTURE CAPITALIST FIRM,
STARTING  NEW  COMPANIES AS WELL AS BUYING AND SELLING COMPANIES.  MR. STRATFORD
HAS  EXPERTISE  IN  MANAGEMENT,  ACCOUNTING,  COMPUTERS, AND FINANCIAL ANALYSIS.

HARRY  L.  PETERSON,  DIRECTOR.
HARRY  L.  ("PETE")  PETERSON HAS SERVED SINCE 1987 AS THE PRESIDENT OF BUSINESS
INSURANCE  GROUP,  INC.,  A  PRIVATE COMPANY BASED IN SALT LAKE CITY, UTAH, THAT
PROVIDES  EMPLOYEE  BENEFIT BROKERAGE AND ADMINISTRATIVE SERVICES TO BUSINESSES.

BOARD  COMMITTEES;  CODE  OF  ETHICS

     THERE  ARE  NO  STANDING  COMMITTEES OF THE BOARD OF DIRECTORS.  DUE TO THE
FACT  THE MOUNTAIN OIL HAS LIMITED OPERATIONS, THE BOARD OF DIRECTORS DETERMINED
THAT  IT  IS  NOT  NECESSARY OR PRACTICAL FOR MOUNTAIN OIL TO ESTABLISH AN AUDIT
COMMITTEE,  RECRUIT  A FINANCIAL EXPERT TO SERVE ON THE BOARD, OR ADOPT AN AUDIT
COMMITTEE  CHARTER.  MOUNTAIN OIL HAS ADOPTED A CODE OF ETHICS APPLICABLE TO ITS
PRINCIPAL  EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER, A COPY OF WHICH IS
FILED  WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO THIS REPORT.

     ITEM  10.  EXECUTIVE  COMPENSATION

ANNUAL  COMPENSATION

     THE  TABLE  ON  THE FOLLOWING PAGE SETS FORTH CERTAIN INFORMATION REGARDING
THE ANNUAL AND LONG-TERM COMPENSATION FOR SERVICES IN ALL CAPACITIES TO MOUNTAIN
OIL FOR THE PRIOR FISCAL YEARS ENDED DECEMBER 31, 2003, 2002, AND 2001, OF THOSE
PERSONS  WHO  WERE  EITHER  (I)  THE  CHIEF  EXECUTIVE  OFFICER  DURING THE LAST
COMPLETED  FISCAL  YEAR  OR  (II)  ONE OF THE OTHER FOUR MOST HIGHLY COMPENSATED
EXECUTIVE  OFFICERS AS OF THE END OF THE LAST COMPLETED FISCAL YEAR WHOSE ANNUAL
SALARY  AND  BONUSES  EXCEEDED  $100,000  (COLLECTIVELY,  THE  "NAMED  EXECUTIVE
OFFICERS").

                                          ANNUAL                      LONG  TERM
                                          COMPENSATION              COMPENSATION
                                                          SECURITIES  UNDERLYING
NAME & PRINCIPAL POSITION          YEAR      SALARY($)       OPTIONS/SARS  (#)
CRAIG  K.  PHILLIPS,  PRESIDENT    2003         9,818                 -0-
                                   2002        36,000                 -0-
                                   2001        36,000              25,000

                                       14
<PAGE>
STOCK  OPTIONS

     NO  OPTIONS  WERE  GRANTED  TO  THE  NAMED  EXECUTIVE  OFFICERS  IN  2003.

     THE  FOLLOWING  TABLE  SETS  FORTH  CERTAIN  INFORMATION  WITH  RESPECT  TO
UNEXERCISED OPTIONS HELD BY THE NAMED EXECUTIVE OFFICERS. NO OUTSTANDING OPTIONS
HELD  BY  THE  NAMED  EXECUTIVE  OFFICERS  WERE  EXERCISED  IN  2003.

                       NUMBER  OF  SECURITIES            VALUE  OF UNEXERCISED
                       UNDERLYING  UNEXERCISED            IN-THE-MONEY OPTIONS
                               OPTIONS                  AT FISCAL YEAR  END  ($)
                       AT  FISCAL  YEAREND  (#)
                            EXERCISABLE/                       EXERCISABLE/
                           UNEXERCISABLE                      UNEXERCISABLE



NAME  AND
PRINCIPAL  POSITION

CRAIG  K.  PHILLIPS  (1)        -0-/  -0-                        -0-/  -0-
  PRESIDENT

(1)     UPON RESIGNATION, OPTIONS HELD BY CRAIG K. PHILLIPS IMMEDIATELY EXPIRED.

DESCRIPTION  OF  LONG  TERM  STOCK  INCENTIVE  PLAN

     THE  PURPOSE OF THE LONG TERM STOCK INCENTIVE PLAN IS TO PROVIDE DIRECTORS,
OFFICERS,  EMPLOYEES,  AND  CONSULTANTS WITH ADDITIONAL INCENTIVES BY INCREASING
THEIR  OWNERSHIP  INTEREST  IN  MOUNTAIN  OIL.  DIRECTORS,  OFFICERS,  AND OTHER
EMPLOYEES  OF  MOUNTAIN  OIL AND ITS SUBSIDIARIES ARE ELIGIBLE TO PARTICIPATE IN
THE  PLAN.  IN ADDITION, AWARDS MAY BE GRANTED TO CONSULTANTS PROVIDING VALUABLE
SERVICES  TO MOUNTAIN OIL.  AS OF DECEMBER 31, 2003, MOUNTAIN OIL EMPLOYED THREE
INDIVIDUALS  WHO  ARE  ELIGIBLE  TO  PARTICIPATE IN THE PLAN. A COMMITTEE OF THE
BOARD  OR  THE  ENTIRE  BOARD  GRANTS AWARDS UNDER THE PLAN.  AWARDS MAY INCLUDE
INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS, STOCK APPRECIATION RIGHTS,
STOCK  UNITS,  RESTRICTED  STOCK, RESTRICTED STOCK UNITS, PERFORMANCE SHARES, OR
PERFORMANCE  UNITS.

     THE  COMMITTEE  OR  THE  BOARD OF DIRECTORS HAS DISCRETION TO DETERMINE THE
TERMS  OF  A  PLAN AWARD, INCLUDING THE TYPE OF AWARD, NUMBER OF SHARES OR UNITS
COVERED BY THE AWARD, OPTION PRICE, TERM, VESTING SCHEDULE, AND POST-TERMINATION
EXERCISE PERIOD OR PAYMENT.  NOTWITHSTANDING THIS DISCRETION:  (I) THE NUMBER OF
SHARES  SUBJECT  TO  AN AWARD GRANTED TO ANY INDIVIDUAL IN ANY CALENDAR YEAR MAY
NOT  EXCEED 100,000 SHARES;  (II) THE OPTION PRICE PER SHARE OF COMMON STOCK MAY
NOT  BE LESS THAN 100 PERCENT OF THE FAIR MARKET VALUE OF SUCH SHARE AT THE TIME
OF GRANT OR LESS THAN 110% OF THE FAIR MARKET VALUE OF SUCH SHARES IF THE OPTION
IS  AN  INCENTIVE  STOCK OPTION GRANTED TO A STOCKHOLDER OWNING MORE THAN 10% OF
THE  COMBINED  VOTING  POWER OF ALL CLASSES OF THE STOCK OF MOUNTAIN OIL (A "10%
STOCKHOLDER");  AND (III) THE TERM OF ANY INCENTIVE  STOCK OPTION MAY NOT EXCEED
10 YEARS,  OR FIVE YEARS IF THE OPTION IS  GRANTED TO A 10%  STOCKHOLDER.  AS OF
DECEMBER  31,  2003,  AWARDS IN THE FORM OF STOCK OPTIONS TO PURCHASE A TOTAL OF
50,000  SHARES  WERE OUTSTANDING UNDER THE PLAN. THIS INCLUDES OPTIONS ISSUED TO
JOSEPH  F.  OLLIVIER TO PURCHASE 25,000 SHARES AT AN EXERCISE PRICE OF $1.00 PER
SHARE  THAT  EXPIRE  IN JANUARY 2010, AND OPTIONS ISSUED TO HARRY L. PETERSON TO
PURCHASE  25,000  SHARES  AT AN EXERCISE PRICE OF $2.25 PER SHARE THAT EXPIRE IN
MARCH  2011.

                                       15
<PAGE>

     A  MAXIMUM  OF 500,000 SHARES OF COMMON STOCK MAY BE SUBJECT TO OUTSTANDING
AWARDS,  DETERMINED  IMMEDIATELY  AFTER  THE  GRANT OF ANY AWARD UNDER THE PLAN.
SHARES  OF  COMMON  STOCK,  WHICH  ARE ATTRIBUTABLE TO AWARDS THAT HAVE EXPIRED,
TERMINATED,  OR  BEEN  CANCELED  OR  FORFEITED  DURING  ANY  CALENDAR  YEAR, ARE
AVAILABLE  FOR  ISSUANCE  OR  USE  IN  CONNECTION  WITH  FUTURE  AWARDS.

     THE PLAN WAS EFFECTIVE JANUARY 15, 2000, AND IS NOT LIMITED IN DURATION. NO
INCENTIVE  STOCK  OPTION  MAY  BE GRANTED MORE THAN 10 YEARS AFTER THE EFFECTIVE
DATE.  THE  PLAN MAY BE AMENDED BY THE BOARD OF DIRECTORS WITHOUT THE CONSENT OF
THE STOCKHOLDERS, EXCEPT THAT STOCKHOLDER APPROVAL IS REQUIRED FOR ANY AMENDMENT
THAT  MATERIALLY  INCREASES  THE AGGREGATE NUMBER OF SHARES OF STOCK THAT MAY BE
ISSUED  UNDER THE PLAN OR MATERIALLY MODIFIES THE REQUIREMENTS AS TO ELIGIBILITY
FOR  PARTICIPATION  IN  THE  PLAN.

     ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
     MANAGEMENT

     THE  FOLLOWING  TABLE  SETS  FORTH  AS OF DECEMBER 31, 2003, THE NUMBER AND
PERCENTAGE  OF  THE  OUTSTANDING  SHARES OF COMMON STOCK WHICH, ACCORDING TO THE
INFORMATION SUPPLIED TO MOUNTAIN OIL, WERE BENEFICIALLY OWNED BY (I) EACH PERSON
WHO  IS  CURRENTLY  A DIRECTOR,  (II) EACH EXECUTIVE OFFICER,  (III) ALL CURRENT
DIRECTORS  AND  EXECUTIVE  OFFICERS  AS A GROUP AND (IV) EACH PERSON WHO, TO OUR
KNOWLEDGE,  IS  THE  BENEFICIAL  OWNER OF MORE THAN 5% OF THE OUTSTANDING COMMON
STOCK.  EXCEPT  AS OTHERWISE INDICATED, THE PERSONS NAMED IN THE TABLE HAVE SOLE
VOTING  AND  DISPOSITIVE  POWER  WITH  RESPECT TO ALL SHARES BENEFICIALLY OWNED,
SUBJECT  TO  COMMUNITY  PROPERTY  LAWS  WHERE  APPLICABLE.


NAME  AND  ADDRESS                           COMMON  SHARES     PERCENT OF CLASS
(1)

JOSEPH  F.  OLLIVIER  (2)(3)                   307,800               13.26
3191  N.  CANYON  RD.
PROVO,  UT  84604

HARRY  L.  PETERSON  (2)(4)                   184,117                 7.93
2063  N.  MAIN
CENTERVILLE,  UT  84014

LYNN  STRATFORD  (2)(3)                       145,000                 6.25
2063  N.  MAIN
CENTERVILLE,  UT  84014

ALL  OFFICERS  AND  DIRECTORS  AS
A  GROUP  (3  PERSONS)                        636,917                27.44

(1) THESE FIGURES REPRESENT THE PERCENTAGE OF OWNERSHIP OF THE NAMED INDIVIDUALS
ASSUMING  EACH OF THEM ALONE HAS EXERCISED HIS OPTIONS, AND PERCENTAGE OWNERSHIP
OF  ALL  OFFICERS  AND DIRECTORS AS A GROUP ASSUMING ALL PURCHASE RIGHTS HELD BY
SUCH  INDIVIDUALS  ARE  EXERCISED.

(2)  THESE  PERSONS  ARE  ALL  EXECUTIVE  OFFICERS OR DIRECTORS OF MOUNTAIN OIL.

(3)  THE NUMBER OF SHARES LISTED FOR JOSEPH F. OLLIVIER INCLUDES SHARES ISSUABLE
UNDER  AN  OPTION TO PURCHASE 25,000 SHARES OF COMMON STOCK AT AN EXERCISE PRICE
OF  $1.00  PER  SHARE.  THE  NUMBER OF SHARES LISTED FOR LYNN STRATFORD ARE HELD
40,000  SHARES  IN THE NAME OF LRS UNITRUST #3 AND LYNN R. STRATFORD AS TRUSTEE;
AND  105,000  SHARES  IN  THE  NAME  OF  LYNN  R.  STRATFORD.

                                       16
<PAGE>

(4)  THE  SHARES  ATTRIBUTED TO HARRY L. PETERSON INCLUDE 111,117 SHARES HELD IN
THE  NAME  OF PKP INVESTMENTS, A LIMITED LIABILITY COMPANY OF WHICH MR. PETERSON
IS THE PRESIDENT, 25,000 SHARES ISSUABLE UNDER AN OPTION AT AN EXERCISE PRICE OF
$2.25  PER  SHARE,  AND  48,000  SHARES  IN  THE  NAME  OF  HARRY  L.  PETERSON.

     ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     ON  MARCH  1,  2003,  MOUNTAIN  OIL  EXECUTED AN AGREEMENT THAT EFFECTIVELY
REDUCED  THE  OUTSTANDING  SHARES OF THE COMPANY, ELIMINATED THE COMPANY'S DEBT,
AND  LEASED  THE  EQUIPMENT TO A NEW ENTITY NAMED MOUNTAIN OIL AND GAS (MOG), OF
WHICH  CRAIG  PHILLIPS  AND  DANIEL  SAM  ARE THE OFFICERS AND DIRECTORS.  CRAIG
PHILLIPS  AND DANIEL SAM RESIGNED FROM THE BOARD OF DIRECTORS AND AS OFFICERS OF
THE  COMPANY.  JOSEPH  OLLIVIER  IS  NOW  PRESIDENT  OF  MOUNTAIN  OIL  AND LYNN
STRATFORD  WAS  ADDED  TO  THE BOARD OF DIRECTORS AND ALSO BECOME THE SECRETARY,
TREASURER,  AND  CHIEF  FINANCIAL  OFFICER  OF  THE  CORPORATION.

     ON  JANUARY  22,  2004  MOUNTAIN  OIL SIGNED A DEFINITIVE AGREEMENT FOR THE
ACQUISITION  OF  DENTAL COOPERATIVE, INC.  THE DEFINITIVE AGREEMENT PROVIDES FOR
THE  ISSUANCE  OF 18,823,288 SHARES OF MOUNTAIN OIL COMMON STOCK IN EXCHANGE FOR
ALL  THE ISSUED AND OUTSTANDING CAPITAL STOCK OF DENTAL COOPERATIVE, SO THAT THE
SHAREHOLDERS OF DENTAL COOPERATIVE WILL RECEIVE IN THE ACQUISITION A SUBSTANTIAL
MAJORITY  OF  THE  THEN  OUTSTANDING  COMMON  STOCK  OF  MOUNTAIN OIL.  HARRY L.
("PETE")  PETERSON, A DIRECTOR AND SHAREHOLDER OF MOUNTAIN OIL, IS A SHAREHOLDER
OF  DENTAL  COOPERATIVE.  JOSEPH OLLIVIER, AN OFFICER, DIRECTOR, AND SHAREHOLDER
OF  MOUNTAIN OIL, IS A MINORITY EQUITY PARTICIPANT IN CENTENNIAL PARTNERS, LTD.,
WHICH  IS  A  SHAREHOLDER  OF  DENTAL  COOPERATIVE.  CONSEQUENTLY  BOTH  MESSRS.
PETERSON  AND  OLLIVIER WILL RECEIVE, DIRECTLY OR INDIRECTLY, SHARES OF MOUNTAIN
OIL  IN  THE  ACQUISITION.  IN  CONNECTION  WITH  NEGOTIATING  THE  DEFINITIVE
AGREEMENT,  DENTAL  COOPERATIVE  REQUESTED  THAT  MESSRS.  PETERSON AND OLLIVIER
REFRAIN  FROM  SELLING  ANY  SHARES  OF THEIR COMMON STOCK IN MOUNTAIN OIL FOR A
PERIOD OF 13 MONTHS FOLLOWING THE ACQUISITION, AND MESSRS. PETERSON AND OLLIVIER
AGREED  TO  ENTER  INTO  AN  AGREEMENT  TO  THAT  EFFECT.

     ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

EXHIBIT  NO.  TITLE  OF  DOCUMENT

    3.1     ARTICLES  OF  INCORPORATION*

    3.2     AMENDED  ARTICLES  OF  INCORPORATION*

    3.3     BY-LAWS*

   10.1     FORM  OF  OIL  AND  GAS  LEASE  WITH  U.S.  BUREAU  OF  LAND*
               MANAGEMENT**

   10.2     FORM  OF  OIL  AND  GAS  LEASE  WITH  U.S.  BUREAU  OF  LAND*
            MANAGEMENT**
                                       17
<PAGE>
   10.3     FORM  OF  OIL  AND  GAS  LEASE  WITH  U.S.  BUREAU  OF*
            INDIAN  AFFAIRS**


   10.4     FORM  OF  OIL  AND  GAS  LEASE  WITH  PRIVATE  PERSON  **  *

   10.5     SCHEDULE  OF  LEASES  WITH  BLM,  BIA,  AND  PRIVATE*
            PERSONS*

   10.6     OPTIONS  ISSUED  TO  MANAGEMENT  -  OLLIVIER*

   10.7     OPTIONS  ISSUED  TO  MANAGEMENT  -  PETERSON

   10.8     STOCK  OPTION  PLAN*

   10.9     AGREEMENT  AND  PLAN  OF  REORGANIZATION  DATED  JANUARY  22,  2004,
            WITH  DENTAL  COOPERATIVE,  INC.  **
              WITHOUT
                 DISCLOSURE  SCHEDULES  OF  DENTAL  COOPERATIVE,  INC.
                 DISCLOSURE  SCHEDULES  OF  MOUNTAIN  OIL,  INC.
                 EXHIBIT  A  -  FORM  OF  ARTICLES  OF  MERGER
                 EXHIBIT  B  -  FORM  OF  CERTIFICATE  SURRENDER  FORM
                 EXHIBIT  C  -  FORM  OF  INDEMNITY  AGREEMENT
                 EXHIBIT  D  -  FORM  OF  LOCKUP  AGREEMENT

   14.1     CODE  OF  ETHICS

   31.1    CERTIFICATION  OF  PRINCIPAL  EXECUTIVE  OFFICER
                            PURSUANT  TO  RULE  13A-15(E)  OF  THE  SECURITIES
                            EXCHANGE  ACT  OF  1934,  AS  AMENDED,  AS  ADOPTED
                            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
                            2002  (THIS  FILING).

   31.2    CERTIFICATION  OF  PRINCIPAL  FINANCIAL  OFFICER
                            PURSUANT  TO  RULE  13A-15(E)  OF  THE  SECURITIES
                            EXCHANGE  ACT  OF  1934,  AS  AMENDED,  AS  ADOPTED
                            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
                            2002  (THIS  FILING).

   32.1    CERTIFICATION  OF  PRINCIPAL  EXECUTIVE  OFFICER
                            PURSUANT  TO  18  U.S.C.  SECTION  1350  AS  ADOPTED
                            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
                            2002  (THIS  FILING).

   32.2    CERTIFICATION  OF  PRINCIPAL  FINANCIAL  OFFICER
                            PURSUANT  TO  18  U.S.C.  SECTION  1350  AS  ADOPTED
                            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
                            2002  (THIS  FILING).

                                       18
<PAGE>

*  THESE  EXHIBITS  ARE  INCORPORATED HEREIN BY THIS REFERENCE TO MOUNTAIN OIL'S
REGISTRATION  STATEMENT  ON  FORM  SB-2  FILED  WITH THE SECURITIES AND EXCHANGE
COMMISSION  ON  MAY  25, 2000 AS AMENDED BY AMENDMENT NO. 1 FILED ON OCTOBER 19,
2000,  AMENDMENT  NO. 2 FILED ON DECEMBER 27, 2000, AND AMENDMENT NO. 3 FILED ON
JANUARY  16,  2001.

**  THIS  EXHIBIT IS INCORPORATED HEREIN BY THIS REFERENCE TO THE CURRENT REPORT
ON  FORM  8-K  FILED  WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6,
2004.

FORM  8-K  FILINGS

     NO  REPORTS ON FORM 8-K WERE FILED DURING THE FOURTH QUARTER ENDED DECEMBER
31,2003.

     ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     THE  AGGREGATE  FEES  BILLED  BY  OUR  PRINCIPAL  ACCOUNTING FIRM, TANNER &
COMPANY,  FOR  FEES BILLED FOR FISCAL YEARS ENDED DECEMBER 31, 2003 AND 2002 ARE
AS  FOLLOWS:

                                           2003        2002

AUDIT  FEES                              19,000      18,000
AUDIT  RELATED  FEES                      7,000      11,000
 TOTAL  AUDIT  AND  RELATED  FEES
TAX  FEES                                     -       1,000
ALL  OTHER  FEES
 TOTAL  FEES                             26,000      30,000

     AUDIT RELATED FEES WERE FOR REVIEWS OF OUR FILINGS FOR FORM 10-QSB FOR 2003
AND  2002,  AND  PREPARATION  OF  FINANCIAL  STATEMENTS  GIVING  EFFECT  TO  THE
DISPOSTION  OF  ASSETS  TO  MOG  IN  2003.

     OUR  CHIEF  EXECUTIVE  OFFICER AND CHIEF FINANCIAL OFFICER APPROVED EACH OF
THE  PERMITTED  NON-AUDIT  SERVICES.  SINCE MOUNTAIN OIL HAS LIMITED OPERATIONS,
THE  BOARD HAS DETERMINED IT IS NOT NECESSARY OR PRACTICAL TO ESTABLISH AN AUDIT
COMMITTEE  OR  ADOPT  AN  AUDIT  COMMITTEE  CHARTER.

                                       18
<PAGE>

                               MOUNTAIN OIL, INC.

      CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I.     INTRODUCTION

     THIS  CODE  OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
(THE  "CODE") HELPS MAINTAIN THE STANDARDS OF BUSINESS CONDUCT FOR MOUNTAIN OIL,
INC.  (THE  "COMPANY"),  AND  ENSURES  COMPLIANCE  WITH  LEGAL  REQUIREMENTS,
SPECIFICALLY  SECTION  406  OF THE SARBANES-OXLEY ACT OF 2002, AND THE SEC RULES
PROMULGATED  THERE  UNDER.  THE  PURPOSE  OF THE CODE IS TO DETER WRONGDOING AND
PROMOTE  ETHICAL  CONDUCT.  THE  MATTERS  COVERED IN THIS CODE ARE OF THE UTMOST
IMPORTANCE TO THE COMPANY, OUR SHAREHOLDERS AND OUR BUSINESS PARTNERS.  FURTHER,
THESE  ARE  ESSENTIAL SO THAT WE CAN CONDUCT OUR BUSINESS IN ACCORDANCE WITH OUR
BUSINESS  VALUES.

     THE  CODE  IS APPLICABLE TO THE FOLLOWING PERSONS, REFERRED TO AS OFFICERS:

-     OUR  PRINCIPAL  EXECUTIVE  OFFICER,

-     OUR  PRINCIPAL  FINANCIAL  OFFICER,

-     OUR  PRINCIPAL  ACCOUNTING  OFFICER  OR  CONTROLLER,  AND

-     ALL  PROFESSIONALS  SERVING  IN  THE  ROLES  OF  FINANCE, TAX, ACCOUNTING,
PURCHASE,  TREASURY,  INTERNAL  AUDIT, FINANCIAL ANALYST AND INVESTOR RELATIONS.
FURTHER,  THIS INCLUDES ALL MEMBERS OF THE SENIOR MANAGEMENT, THE MEMBERS OF THE
AUDIT  COMMITTEE, AND MEMBERS OF THE BOARD OF MOUNTAIN OIL AND ITS SUBSIDIARIES.

     ETHICAL  BUSINESS  CONDUCT  IS  CRITICAL  TO  OUR  BUSINESS.  ACCORDINGLY,
OFFICERS  ARE  EXPECTED TO READ AND UNDERSTAND THIS CODE, UPHOLD THESE STANDARDS
IN  DAY-TO-DAY  ACTIVITIES,  AND  COMPLY  WITH:  ALL  APPLICABLE LAWS; RULES AND
REGULATIONS;  ANY  CODE  OF CONDUCT THE COMPANY MAY ADOPT FROM TIME TO TIME; AND
ALL  APPLICABLE  POLICIES  AND PROCEDURES ADOPTED BY THE COMPANY THAT GOVERN THE
CONDUCT  OF  ITS  EMPLOYEES.

     BECAUSE  THE  PRINCIPLES  DESCRIBED  IN  THIS  CODE  ARE GENERAL IN NATURE,
QUESTIONS  ABOUT  SPECIFIC  MATTERS  OR  ISSUES SHOULD BE DIRECTED TO EITHER THE
PRESIDENT  OR CHIEF FINANCIAL OFFICER OF THE COMPANY.  IF THE PRESIDENT OR CHIEF
FINANCIAL  OFFICER  HAVE QUESTIONS ABOUT SPECIFIC MATTERS OR ISSUES, THEY SHOULD
DIRECT  THEIR  INQUIRY  TO  THE  CHAIRMAN  OF  THE  COMPANY'S  AUDIT  COMMITTEE.

     NOTHING  IN  THIS CODE, IN ANY COMPANY POLICIES AND PROCEDURES, OR IN OTHER
RELATED  COMMUNICATIONS  (VERBAL  OR  WRITTEN), CREATES OR IMPLIES AN EMPLOYMENT
CONTRACT  OR  TERM  OF  EMPLOYMENT.

     OFFICERS  SHOULD  SIGN  THE ACKNOWLEDGMENT FORM AT THE END OF THIS CODE AND
RETURN  THE  FORM  TO THE HR DEPARTMENT INDICATING THAT THEY HAVE RECEIVED, READ
AND  UNDERSTOOD,  AND  AGREE TO COMPLY WITH THE CODE.  THE SIGNED ACKNOWLEDGMENT
FORM  WILL  BE LOCATED IN EACH OFFICER'S PERSONNEL FILES.  EACH YEAR, AS PART OF
THEIR ANNUAL REVIEW, OFFICERS WILL BE ASKED TO SIGN AN ACKNOWLEDGMENT INDICATING
THEIR  CONTINUED  UNDERSTANDING  OF  THE  CODE.
<PAGE>

II.     HONEST  AND  ETHICAL  CONDUCT

     WE  EXPECT  ALL OFFICERS TO ACT IN ACCORDANCE WITH THE HIGHEST STANDARDS OF
PERSONAL  AND PROFESSIONAL INTEGRITY, HONESTY AND ETHICAL CONDUCT, WHILE WORKING
ON  THE COMPANY'S PREMISES, AT OFFSITE LOCATIONS WHERE THE COMPANY'S BUSINESS IS
BEING  CONDUCTED,  AT  COMPANY  SPONSORED  BUSINESS AND SOCIAL EVENTS, OR AT ANY
OTHER  PLACE  WHERE  OFFICERS  ARE  REPRESENTING  THE  COMPANY.

     WE  CONSIDER  HONEST  CONDUCT  TO  BE  CONDUCT  THAT  IS FREE FROM FRAUD OR
DECEPTION.  WE CONSIDER ETHICAL CONDUCT TO BE CONDUCT CONFORMING TO THE ACCEPTED
PROFESSIONAL  STANDARDS  OF  CONDUCT.  ETHICAL  CONDUCT  INCLUDES  THE  ETHICAL
HANDLING  OF  ACTUAL  OR  APPARENT  CONFLICTS  OF  INTEREST BETWEEN PERSONAL AND
PROFESSIONAL  RELATIONSHIPS.  THIS  IS  DISCUSSED  IN MORE DETAIL IN SECTION III
BELOW.

     IN  ALL  CASES,  IF YOU ARE UNSURE ABOUT THE APPROPRIATENESS OF AN EVENT OR
ACTION,  PLEASE  SEEK  ASSISTANCE  IN  INTERPRETING  THE  REQUIREMENTS  OF THESE
PRACTICES.

III.     CONFLICTS  OF  INTEREST

     AN  OFFICER'S  DUTY  TO  THE  COMPANY  DEMANDS  THAT  HE  OR SHE AVOIDS AND
DISCLOSES  ACTUAL  AND  APPARENT  CONFLICTS OF INTEREST.  A CONFLICT OF INTEREST
EXISTS WHERE THE INTERESTS OR BENEFITS OF ONE PERSON OR ENTITY CONFLICT WITH THE
INTERESTS  OR  BENEFITS  OF  THE  COMPANY.  EXAMPLES  INCLUDE:

     A.     EMPLOYMENT/ OUTSIDE EMPLOYMENT.  IN CONSIDERATION OF EMPLOYMENT WITH
THE  COMPANY,  OFFICERS WHO ARE FULL TIME EMPLOYEES ARE EXPECTED TO DEVOTE THEIR
FULL  ATTENTION  TO  THE  BUSINESS  INTERESTS OF THE COMPANY.  SUCH OFFICERS ARE
PROHIBITED  FROM ENGAGING IN ANY ACTIVITY THAT INTERFERES WITH THEIR PERFORMANCE
OR  RESPONSIBILITIES  TO  THE  COMPANY,  OR  IS  OTHERWISE  IN  CONFLICT WITH OR
PREJUDICIAL  TO  THE  COMPANY.

OUR  POLICY  IS TO PROHIBIT OFFICERS FROM ACCEPTING SIMULTANEOUS EMPLOYMENT WITH
SUPPLIERS,  CUSTOMERS,  DEVELOPERS OR COMPETITORS OF THE COMPANY, OR FROM TAKING
PART  IN  ANY  ACTIVITY  THAT  ENHANCES  OR  SUPPORTS  A  COMPETITOR'S POSITION.
ADDITIONALLY,  OFFICERS  MUST  DISCLOSE  TO  THE  COMPANY'S AUDIT COMMITTEE, ANY
INTEREST  THAT  THEY  HAVE  THAT  MAY CONFLICT WITH THE BUSINESS OF THE COMPANY.

     B.     OUTSIDE  DIRECTORSHIPS.  IT  IS A CONFLICT OF INTEREST TO SERVE AS A
DIRECTOR  OF  ANY  COMPANY  THAT COMPETES WITH THE COMPANY.  OFFICERS MUST FIRST
OBTAIN  APPROVAL  FROM  THE  COMPANY'S  AUDIT  COMMITTEE  BEFORE  ACCEPTING  A
DIRECTORSHIP.
<PAGE>

     C.     BUSINESS  INTERESTS.  IF  AN OFFICER IS CONSIDERING INVESTING IN ANY
CUSTOMER, SUPPLIER, DEVELOPER OR COMPETITOR OF THE COMPANY, HE OR SHE MUST FIRST
TAKE  CARE  TO  ENSURE  THAT  THESE  INVESTMENTS  DO  NOT  COMPROMISE  THEIR
RESPONSIBILITIES  TO  THE  COMPANY.  IT IS OUR POLICY THAT OFFICERS FIRST OBTAIN
APPROVAL  FROM  THE  COMPANY'S AUDIT COMMITTEE BEFORE MAKING SUCH AN INVESTMENT.
MANY  FACTORS  SHOULD  BE  CONSIDERED  IN DETERMINING WHETHER A CONFLICT EXISTS,
INCLUDING  THE  SIZE  AND  NATURE  OF  THE  INVESTMENT; THE OFFICER'S ABILITY TO
INFLUENCE THE COMPANY'S DECISIONS; HIS OR HER ACCESS TO CONFIDENTIAL INFORMATION
OF  THE  COMPANY  OR  OF  THE  OTHER COMPANY; AND THE NATURE OF THE RELATIONSHIP
BETWEEN  THE  COMPANY  AND  THE  OTHER  COMPANY.

     D.     RELATED  PARTIES.  AS  A  GENERAL  RULE,  OFFICERS  SHOULD  AVOID
CONDUCTING  COMPANY  BUSINESS  WITH  A  RELATIVE,  OR WITH A BUSINESS IN WHICH A
RELATIVE  IS  ASSOCIATED  IN  ANY  SIGNIFICANT  ROLE.  RELATIVES INCLUDE SPOUSE,
SIBLINGS, CHILDREN, PARENTS, GRANDPARENTS, GRANDCHILDREN, AUNTS, UNCLES, NIECES,
NEPHEWS,  COUSINS, STEP RELATIONSHIPS, AND IN-LAWS.  THE COMPANY DISCOURAGES THE
EMPLOYMENT  OF RELATIVES OF OFFICERS IN POSITIONS OR ASSIGNMENTS WITHIN THE SAME
DEPARTMENT.  FURTHER,  THE  COMPANY PROHIBITS THE EMPLOYMENT OF SUCH INDIVIDUALS
IN POSITIONS THAT HAVE A FINANCIAL DEPENDENCE OR INFLUENCE (E.G., AN AUDITING OR
CONTROL  RELATIONSHIP,  OR  A  SUPERVISOR/  SUBORDINATE  RELATIONSHIP).

     E.     PAYMENTS  OR GIFTS FROM OTHERS.  UNDER NO CIRCUMSTANCES MAY OFFICERS
ACCEPT  ANY  OFFER,  PAYMENT, PROMISE TO PAY, OR AUTHORIZATION TO PAY ANY MONEY,
GIFT,  OR  ANYTHING OF VALUE FROM CUSTOMERS, VENDORS, CONSULTANTS, ETC., THAT IS
PERCEIVED  AS  INTENDED,  DIRECTLY  OR  INDIRECTLY,  TO  INFLUENCE  ANY BUSINESS
DECISION, ANY ACT OR FAILURE TO ACT, ANY COMMITMENT OF FRAUD, OR OPPORTUNITY FOR
THE  COMMITMENT  OF  ANY  FRAUD.  INEXPENSIVE  GIFTS, INFREQUENT BUSINESS MEALS,
CELEBRATORY  EVENTS  AND  ENTERTAINMENT, PROVIDED THAT THEY ARE NOT EXCESSIVE OR
CREATE  AN  APPEARANCE  OF  IMPROPRIETY,  DO  NOT  VIOLATE  THIS POLICY.  BEFORE
ACCEPTING  ANYTHING  OF  VALUE  FROM  AN EMPLOYEE OF A GOVERNMENT ENTITY, PLEASE
CONTACT  THE  PRESIDENT  OR  CHIEF  FINANCIAL  OFFICER  OR,  IN  THE CASE OF THE
PRESIDENT  OR  CHIEF  FINANCIAL  OFFICER,  THE  CHAIRMAN OF THE AUDIT COMMITTEE.
QUESTIONS  REGARDING  WHETHER  A PARTICULAR PAYMENT OR GIFT VIOLATES THIS POLICY
ARE  TO  BE  DIRECTED TO PRESIDENT OR CHIEF FINANCIAL OFFICER OR, IN THE CASE OF
THE  PRESIDENT  OR CHIEF FINANCIAL OFFICER, THE CHAIRMAN OF THE AUDIT COMMITTEE.
GIFTS GIVEN BY THE COMPANY TO SUPPLIERS OR CUSTOMERS, OR RECEIVED FROM SUPPLIERS
OR  CUSTOMERS, SHOULD BE APPROPRIATE TO THE CIRCUMSTANCES AND SHOULD NEVER HE OF
A KIND THAT COULD CREATE AN APPEARANCE OF IMPROPRIETY.  THE NATURE AND COST MUST
ALWAYS  BE  ACCURATELY  RECORDED  IN  THE  COMPANY'S  BOOKS  AND  RECORDS.

     F.     CORPORATE  OPPORTUNITIES.  OFFICERS  MAY  NOT  EXPLOIT FOR THEIR OWN
PERSONAL  GAIN,  OPPORTUNITIES  THAT ARE DISCOVERED THROUGH THE USE OF CORPORATE
PROPERTY,  INFORMATION OR POSITION, UNLESS THE OPPORTUNITY IS DISCLOSED FULLY IN
WRITING  TO  THE  COMPANY'S  BOARD OF DIRECTORS AND THE BOARD DECLINES TO PURSUE
SUCH  OPPORTUNITY.

     G.     OTHER SITUATIONS.  BECAUSE OTHER CONFLICTS OF INTEREST MAY ARISE, IT
WOULD  BE IMPRACTICAL TO ATTEMPT TO LIST ALL POSSIBLE SITUATIONS.  IF A PROPOSED
TRANSACTION  OR  SITUATION RAISES ANY QUESTIONS OR DOUBTS, OFFICERS MUST CONSULT
PRESIDENT  OR  CHIEF FINANCIAL OFFICER OR, IN THE CASE OF THE PRESIDENT OR CHIEF
FINANCIAL  OFFICER,  THE  CHAIRMAN  OF  THE  AUDIT  COMMITTEE

IV.     DISCLOSURE  TO  THE  SEC  AND  THE  PUBLIC

     OUR  POLICY  IS TO PROVIDE FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE
DISCLOSURE IN REPORTS AND DOCUMENTS THAT WE FILE WITH, OR SUBMIT TO, THE SEC AND
IN  OUR OTHER PUBLIC COMMUNICATIONS.  ACCORDINGLY, OUR OFFICERS MUST ENSURE THAT
THEY  AND  OTHERS  IN  THE  COMPANY  COMPLY  WITH  OUR  DISCLOSURE  CONTROLS AND
PROCEDURES,  AND  OUR  INTERNAL  CONTROLS  FOR  FINANCIAL  REPORTING.

<PAGE>
V.     COMPLIANCE  WITH  GOVERNMENTAL
     LAWS,  RULES  AND  REGULATIONS

     OFFICERS  MUST  COMPLY  WITH  ALL  APPLICABLE  GOVERNMENTAL LAWS, RULES AND
REGULATIONS.  OFFICERS  MUST  ACQUIRE  APPROPRIATE  KNOWLEDGE  OF  THE  LEGAL
REQUIREMENTS  RELATING  TO  THEIR  DUTIES SUFFICIENT TO ENABLE THEM TO RECOGNIZE
POTENTIAL  DANGERS, AND TO KNOW WHEN TO SEEK ADVICE FROM MORE SENIOR OFFICERS OR
THE  AUDIT  COMMITTEE.  VIOLATIONS  OF  APPLICABLE  GOVERNMENTAL LAWS, RULES AND
REGULATIONS  MAY  SUBJECT OFFICERS TO INDIVIDUAL CRIMINAL OR CIVIL LIABILITY, AS
WELL  AS  TO DISCIPLINARY ACTION BY THE COMPANY.  SUCH INDIVIDUAL VIOLATIONS MAY
ALSO SUBJECT THE COMPANY TO CIVIL OR CRIMINAL LIABILITY OR THE LOSS OF BUSINESS.

VI.     VIOLATIONS  OF  THE  CODE

     PART  OF  AN OFFICER'S JOB, AND OF HIS OR HER ETHICAL RESPONSIBILITY, IS TO
HELP  ENFORCE  THIS  CODE.  OFFICERS  SHOULD BE ALERT TO POSSIBLE VIOLATIONS AND
REPORT  THIS  TO  PRESIDENT  OR  CHIEF  FINANCIAL OFFICER OR, IN THE CASE OF THE
PRESIDENT  OR  CHIEF  FINANCIAL  OFFICER,  THE  CHAIRMAN OF THE AUDIT COMMITTEE.
OFFICERS  MUST  COOPERATE IN ANY INTERNAL OR EXTERNAL INVESTIGATIONS OF POSSIBLE
VIOLATIONS.  REPRISAL, THREAT, RETRIBUTION OR RETALIATION AGAINST ANY PERSON WHO
HAS,  IN  GOOD FAITH, REPORTED A VIOLATION OR A SUSPECTED VIOLATION OF LAW, THIS
CODE  OR  OTHER  COMPANY POLICIES, OR AGAINST ANY PERSON WHO IS ASSISTING IN ANY
INVESTIGATION  OR  PROCESS  WITH  RESPECT  TO  SUCH  A VIOLATION, IS PROHIBITED.

     ACTUAL  VIOLATIONS  OF  LAW,  THIS  CODE,  OR  OTHER  COMPANY  POLICIES  OR
PROCEDURES,  SHOULD BE PROMPTLY REPORTED TO PRESIDENT OR CHIEF FINANCIAL OFFICER
OR, IN THE CASE OF THE PRESIDENT OR CHIEF FINANCIAL OFFICER, THE CHAIRMAN OF THE
AUDIT  COMMITTEE.

     THE  COMPANY WILL TAKE APPROPRIATE ACTION AGAINST ANY OFFICER WHOSE ACTIONS
ARE  FOUND TO VIOLATE THE CODE OR ANY OTHER POLICY OF THE COMPANY.  DISCIPLINARY
ACTIONS  MAY  INCLUDE  IMMEDIATE TERMINATION OF EMPLOYMENT AT THE COMPANY'S SOLE
DISCRETION.  WHERE  THE  COMPANY HAS SUFFERED A LOSS, IT MAY PURSUE ITS REMEDIES
AGAINST THE INDIVIDUALS OR ENTITIES RESPONSIBLE.  WHERE LAWS HAVE BEEN VIOLATED,
THE  COMPANY  WILL  COOPERATE  FULLY  WITH  THE  APPROPRIATE  AUTHORITIES.

VII.     WAIVERS  AND  AMENDMENTS  OF  THE  CODE

     WE  ARE  COMMITTED  TO CONTINUOUSLY REVIEWING AND UPDATING OUR POLICIES AND
PROCEDURES.  THEREFORE,  THIS CODE IS SUBJECT TO MODIFICATION.  ANY AMENDMENT OR
WAIVER  OF  ANY  PROVISION  OF  THIS  CODE  MUST  BE  APPROVED IN WRITING BY THE
COMPANY'S BOARD OF DIRECTORS AND PROMPTLY DISCLOSED ON THE COMPANY'S WEBSITE AND
IN  APPLICABLE  REGULATORY  FILINGS PURSUANT TO APPLICABLE LAWS AND REGULATIONS,
TOGETHER  WITH  DETAILS  ABOUT  THE  NATURE  OF  THE  AMENDMENT  OR  WAIVER.


<PAGE>
VIII.     ACKNOWLEDGMENT  OF  RECEIPT  OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND  SENIOR  FINANCIAL  OFFICERS

     I  HAVE  RECEIVED  AND  READ  THE  COMPANY'S  CODE  OF ETHICS FOR PRINCIPAL
EXECUTIVE  AND  SENIOR  FINANCIAL  OFFICERS  (THE  "CODE").  I  UNDERSTAND  THE
STANDARDS  AND  POLICIES  CONTAINED IN THE CODE AND UNDERSTAND THAT THERE MAY BE
ADDITIONAL  POLICIES  OR  LAWS  SPECIFIC  TO MY JOB.  I AGREE TO COMPLY WITH THE
CODE.

     IF  I HAVE QUESTIONS CONCERNING THE MEANING OR APPLICATION OF THE CODE, ANY
COMPANY POLICIES, OR THE LEGAL AND REGULATORY REQUIREMENTS APPLICABLE TO MY JOB,
I KNOW I CAN CONSULT THE PRESIDENT OR CHIEF FINANCIAL OFFICER OR, IN THE CASE OF
THE  PRESIDENT  OR CHIEF FINANCIAL OFFICER, THE CHAIRMAN OF THE AUDIT COMMITTEE,
AND  THAT  MY  QUESTIONS  OR  REPORTS  TO  THESE  SOURCES  WILL BE MAINTAINED IN
CONFIDENCE.



_____________________________________
OFFICER  NAME


_____________________________________
SIGNATURE


_____________________________________
DATE



PLEASE  SIGN  AND  RETURN  THIS  FORM  TO  THE  HR  DEPARTMENT.


<PAGE>



                                   SIGNATURES

     IN  ACCORDANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT, THE REGISTRANT
CAUSED  THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED.

                                                            MOUNTAIN  OIL,  INC.

DATE:  JANUARY 29, 2004                       BY:/S/ JOSEPH OLLIVIER
                                                     ---------------
                                                       PRESIDENT,CEO

DATE:  JANUARY  29,  2004                       BY  /S/  LYNN  STRATFORD,
                                                         ----------------
                                               CHIEF FINANCIAL  OFFICER

     IN  ACCORDANCE  WITH THE EXCHANGE ACT, THIS REGISTRATION STATEMENT HAS BEEN
SIGNED  BY  THE  FOLLOWING  PERSONS  ON  BEHALF  OF  THE  REGISTRANT  AND IN THE
CAPACITIES  AND  ON  THE  DATES  INDICATED.



DATE:  JANUARY  29,  2004                       /S/ JOSEPH F. OLLIVIER, DIRECTOR


DATE:  JANUARY  29,  2004                       /S/  LYNN  STRATFORD,  DIRECTOR


DATE:  JANUARY  29,  2004                       /S/  HARRY L. PETERSON, DIRECTOR

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