SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-KSB/A
                                (Amendment No. 1)

                             Annual Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                            For the fiscal year ended
                                December 31, 2004

                             Commission file number
                                    333-37842

                        DENTAL PATIENT CARE AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)


                   Utah                                       87-0373840
      (State or other jurisdiction                           (IRS Employer
             of incorporation)                             Identification No.)

   2825 E. Cottonwood Parkway, Suite 500
        Salt Lake City, Utah 84121                        (801) 990-3312
 (Address of principal executive offices)        (Registrant's telephone number,
                                                       including area code)

        Securities registered pursuant to Section 12(g) of the Act: None

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes |X|  No |_|

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and will not 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/A or any amendment to
this Form 10-KSB/A. |X|

         As of June 15, 2005, the Company had 21,149,762 shares of common stock
outstanding.

          Transitional Small Business Disclosure Format. Yes |_| No |X|

<PAGE>


                        DENTAL PATIENT CARE AMERICA, INC.

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                ON FORM 10-KSB/A
                                (Amendment No. 1)

                          YEAR ENDED DECEMBER 31, 2004

           This amendment to the initial Annual Report on Form 10-KSB
        sets forth the complete text of each item that is being amended.

                                     PART I

Item 1.  Description of Business..............................................3

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............10
Item 6.  Management's Discussion and Analysis or Plan of Operation...........11
Item 7.  Financial Statements................................................23
Item 8A. Controls and Procedures.............................................23

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act................24
Item 10. Executive Compensation..............................................25
Item 11. Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters................................27
Item 12. Certain Relationships and Related Transactions......................28
Item 13. Exhibits............................................................28
Item 14. Principal Accountant Fees and Services..............................28



                                       2

<PAGE>


                           Forward-Looking Statements

         When used in this Form 10-KSB/A, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.

         We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to
risk of a lack of demand or low demand for our products and services;
competitive products and pricing; changes in the regulation of our industry; a
failure to timely obtain necessary regulatory approvals; changes to the tax
laws; additional costs associated with compliance with the Securities and
Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, including any changes
in the SEC's rules, and other corporate governance requirements; failure of
member dentists to timely and accurately pay management and other fees, changing
government regulations and laws applicable to the delivery of dental services,
competitive factors such as pricing pressures and/or competition to hire and
retain employees; the results of current and/or future legal proceedings and
government agency proceedings which may arise out of our operations (including
our dental benefits plan business and the attendant risks of fines, liabilities,
penalties, suspension and/or debarment; undertaking acquisitions that could
increase our costs or liabilities or be disruptive; taking on additional debt to
fund acquisitions or to implement affiliate agreements; failure to adequately
integrate acquired businesses; material changes in laws or regulations
applicable to the Company's businesses; as well as other factors and other risks
set forth in Item 6 "Risk Factors" and elsewhere herein.

         Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.


                                     PART I

Item 1. Description of Business

Overview

         Dental Patient Care America, Inc. ("we", "us", "our", "the Company" and
"DPCA") is incorporated under the laws of the state of Utah. We are in the
business of providing services to dentists and the dental industry. Our business
is conducted through two operating subsidiaries, Dental Cooperative, Inc. and
DentistDirect, Inc.

         Dental Cooperative, Inc., our oldest operating subsidiary, was
incorporated in Utah in 1998 for the purpose of organizing dentists into a
cooperative model of contractually networked dental practices, allowing member
dentists to access a variety of benefits from the cooperative structure. Such
benefits include programs to purchase supplies, laboratory and other operating
services, insurance and employee benefits programs, and opportunities for profit
sharing through the cooperative model. Various dental patient marketing programs
are also provided, such as the organization of its member dentists into a
network, which offers dental care plans to employers and other groups.

         DentistDirect, Inc., our other operating subsidiary, was incorporated
in Utah in 2004 to conduct a dental benefits plan business for the purposes of
creating a second revenue generator for the Company and to generate patient flow
for the Dental Cooperative member dentists who participate as the provider panel
for the DentistDirect offerings. DentistDirect offers dental benefit plans to
employers as an employee benefit.

                                       3
<PAGE>

         During the year ended December 31, 2004, we derived approximately 64%
of our revenue from our Dental Cooperative business and 36% of our revenues from
our DentistDirect insurance business. Our total revenue in 2004 (after netting
member incentives fees of $119,702 in accordance with EITF 01-09) was$514,873
17% increase over 2003. DentistDirect gross revenues increased 38%.

         The Company plans to continue conducting both the dental cooperative
business of Dental Cooperative, Inc. and the dental benefit plan business of
DentistDirect, Inc.

         We are in the process of exploring a new line of business that involves
the funding of the acquisition and operation of dental practices of retiring
dentists or dentists that are relocating. We believe that this new line of
business will enable us to demonstrate the capability of the Dental Cooperative
model to increase profitability at dental practices with the intent to sell the
enhanced dental practices to new dentists at a profit. If and when we determine
to go forward, we intend to conduct this new line of business in a new
subsidiary, Dental Practice Transition, Inc., a Utah corporation organized in
December 2004, that is not currently conducting any material operations.

Business Development and Promotional Activities

         We primarily promote our Dental Cooperative membership agreements by
meeting face-to-face with dentists as a result of referrals from existing
members and other introductions. We also make visual and other presentations at
dental association meetings and in dental industry trade journals.

         Our dental benefit plans are primarily offered in face-to-face meetings
with insurance brokers and potential customers. We will increase our use of
print and other media in addition to personal contacts as the business expands
and revenues increase to support increased print and other advertising. Our
member dentists who serve on our dental panel display promotional material for
our dental plans and actively refer our dental plans to their patients. We know
of no other dental plans so promoted by their practitioner panels.

         We also provide information over the internet. Information about our
DentistDirect Dental Benefit Plans can be viewed at our newly completed web
site, www.usdentistdirect.com, and our web site for Dental Cooperative is
currently being revised at www.dentalcooperative.com.

         Substantially all of our business to date has been conducted in the
state of Utah. Subject to obtaining sufficient funding and obtaining necessary
regulatory approvals, we plan to expand our business throughout the United
States. There can be no assurance, however, that we will be successful in
meeting this objective.

Growth Strategy

         We intend to continue to grow each of our revenue sources.

         Our Dental Cooperative business has experienced continuing growth in
the number of member dental practices agreeing to pay management and other fees
for membership benefits. As of December 31, 2004, 94 dentists were members of
Dental Cooperative. The following table shows the growth in the membership of
Dental Cooperative since the inception of Dental Cooperative:

                          2004   2003   2002   2001   2000    1999   1998
                          ----   ----   ----   ----   ----    ----   ----
---------------------   -----------------------------------------------------
Members at year end:      94     71     63     61     58      54     52
---------------------   -----------------------------------------------------

         We intend to continue pursuing quality dental practices to become
members of Dental Cooperative, and by pursuing financing sources to enable us to
implement our Affiliate Member Agreement product.

         Dental Cooperative offers both Affiliate Member Agreements and
Associate Member Agreements. The primary difference between the two types of
cooperative membership is providing loans to Affiliate Members equal to the
value of their dental practice, coupled with significantly higher management

                                       4
<PAGE>

fees to be negotiated in connection with final agreements. The Associate Member
Agreements provide for no loans and require management fees of only 1/2% to 1%
of practice revenues. So far Dental Cooperative has obtained signed Affiliate
Member Agreements from fifty-two interested Associate members and non-members.
Those agreements are not legally binding or effective because we have been
unable to offer the loans called for in the Affiliate Member Agreement.

         Dental Cooperative continues to pursue sources of funding to implement
the Affiliate Member Agreement. If such funding is obtained on satisfactory
terms from one or more sources, management believes Dental Cooperative revenue
would grow through new Affiliate Members and the change of many Associate
Members into Affiliate Members and the increased fees associated with Affiliate
Members.

         Our DentistDirect dental benefits plan revenue has also experienced
continuing growth in the number of covered lives since the start of this
business in 2003. In order to comply with certain regulatory requirements, the
Company insured against the risks associated with claims exceeding premiums
through an insurance underwriter. During 2003 and part of 2004, the Company had
an agreement with an insurance underwriter that allowed the Company to offer its
own insurance products and to retain the difference between premiums paid and
the claims paid and fees to the underwriter and third party administrator for
the plan without any obligation to the Company for claims in excess of premiums.
Early in 2004, the third party insurer lost its ability to meet the provisions
of the agreement and the arrangement was terminated. The dental plans written
under this arrangement were assumed by another company under the same terms and
conditions. The new agreement provided DentistDirect the ability to private
label the dental plans without interrupting the customer relationship with
DentistDirect. During 2004, we also decided to pay certain claims covered by our
prior agreement with the underwriter in order to facilitate the transition to
the new underwriter.

         Under the current agreement DentistDirect assumes no underwriting
liability and receives no revenue. Our income or gross margin from DentistDirect
markedly declined during 2004 and was eliminated in the first quarter of 2005 as
our insurance customers move to our new provider. The Company is actively
exploring and negotiating non-insurance products to be used in connection with
its cooperative panel of dental providers and is attempting to grow patient flow
to participating member dentists using contract agreements to private label its
dental plans and dental panel. It is the intent of the Company to grow the name
"DentistDirect" to a prominent recognizable identifier in the quality dental
plan market. There can be no assurance, however, that we will enter into such
non-insurance arrangements or that we will be successful in the development of
our non-insurance products. In the following chart, the number of employees and
dependents covered under plans bearing the "DentistDirect" name are identified.
The total number of persons covered is referred to as "lives."

------------------------------------------------------------------------------
                          At December 31,   2004       2003       2002
                                            ----       ----       ----
------------------------------------------------------------------------------
Number of Lives Covered                    8,900      8,500        0
------------------------------------------------------------------------------

         Although designed to be competitive in the marketplace from the
perspective of employers and covered employees, the DentistDirect plans are also
designed as a marketing device for the Dental Cooperative member dentists who
choose to be panel dentists for the DentistDirect plans. Currently there are
more dentists signed on as panel dentists for the DentistDirect plans than are
members of Dental Cooperative. We believe that dentists attracted to
DentistDirect as a panel dentist can be approached for membership in Dental
Cooperative.

         Our developing concept for Dental Practice Transition had no operations
in 2004, although we did begin to identify dental practices for possible funding
once the business model is perfected and any pre-commencement regulatory,
accounting and funding requirements are satisfied. We anticipate that we can be
successful in assisting a retiring dentist's practice through marketing and
improved management practices, improve revenue generation at the practice, and
then financing the sale of the practice to one or more independent member
dentists. Moreover we expect that once we prove the concept of this business,
funding sources to enable our funding of practices will become available. There
is no assurance we will be successful in this new business.

                                       5
<PAGE>

Market, Industry Background and Competition

         The dental practice management and benefit plan markets are highly
competitive. Many of our competitors have longer operating histories, are
substantially larger and are better financed and better situated in the market
than we are.

          The Dental Cooperative Business

         The dental practice management business of the dental services industry
is highly competitive and is expected to become increasingly more competitive.
Companies engaged in this business are referred to as "Dental Management Service
Organizations" (DMSO's). DMSO's are usually characterized by the participating
dentists being employees of the DMSO. We are aware of several DMSO's that are
currently operating in our Utah markets as well as in other contemplated United
States markets. There many DMSO's currently operating in other parts of the
United States that may enter our markets in the future. We believe that our
business model will substantively and critically differentiate DPCA from that of
a typical DMSO by allowing dentists to remain completely independent, yet enjoy
the business advantages of operating collectively. Other existing DMSO's could
attempt to adopt models similar to ours and may be better capitalized or
otherwise enjoy competitive advantages, which may make it difficult for us to
compete with them. The agreements with our member dentists contain non-compete
provisions prohibiting our members from using our business model or any
documents or knowledge they may have gained from us to compete with us for at
least a two-year period.

         The business of providing general and specialty dental services is
highly competitive in the markets in which we operate. Competition for providing
dental services always includes practitioners who have established practices and
reputations. Although Dental Cooperative is in the business of assisting dental
practices to compete more effectively, its member dentists compete against
established dental practices in the retention and recruitment of dentists. If
the availability of quality dentists begins to decline in Dental Cooperative's
markets, it may become more difficult to attract qualified dentists as members.

         The members themselves may not be able to compete effectively against
other existing practices or against new single or multi-specialty dental
practices that enter their markets, or to compete against such practices in the
recruitment of qualified dentists.

         The DentistDirect Business

         Our dental benefit plan offerings operate in a highly competitive
environment. Principal competitors include large insurance companies, which
offer managed dental care and indemnity dental products, and independent
companies including for-profit and not-for-profit HMOs, DHMOs, self-funded
plans, PPOs and reduced fee-for-service dental plans offering dental benefits
similar to some of those we offer through DentistDirect.

         We believe the principal competitive factors in the dental benefits
industry are the cost of services (based on the level and type of benefits,
premiums and co-payments), the reputation of the plan for providing quality
dental care and the size of the plan's provider network (including the number of
available panel dentists and the convenience of their locations). Price
competition may be especially relevant in seeking the accounts of governmental
employers which award contracts on a periodic basis through competitive bidding.
The dental benefits industry in general has been subjected to periods of intense
price competition in the past, and similar intense competition in the managed
dental care industry may occur in the future. There is increased competition
from indemnity insurance companies through direct entry into the managed dental
care market. It is likely that these efforts will intensify in the future.
Frequently, such plans are offered in tandem with indemnity dental insurance
coverage and/or PPO alternatives. In addition, an increasing number of medically
oriented HMOs and PPOs include dental care benefits as part of their benefit
programs.

                                       6
<PAGE>

         Indemnity dental insurance coverage offered by insurance carriers may
have a competitive advantage over other dental benefit plans because many such
carriers are better known, are significantly larger and have substantially
greater financial and other resources than we do.

         Our dental benefits plan business does not require substantial amounts
of capital and, other than government regulation, systems operating costs and
the cost of obtaining and monitoring a dental panel, there are no significant
barriers to new competitors entering the market. There can be no assurance that
we will be able to compete successfully with existing competitors or new market
entrants. Any such additional competition could adversely affect results of
operations from our dental benefits business.

Government Regulation

         The Dental  Cooperative  and the Possible  Dental  Practice  Transition
Business

         The practice of dentistry is regulated at both the state and federal
levels. There can be no assurance that the regulatory environment in which
Dental Cooperative operates will not change significantly in the future. In
general, regulation of health care-related companies is increasing. In
connection with its operations in its existing market and expansion into new
markets, Dental Cooperative may become subject to additional laws, regulations
and interpretations or enforcement actions. The ability of Dental Cooperative to
operate profitably will depend in part upon the ability of Dental Cooperative to
operate in compliance with applicable health care regulations.

         The laws of many states typically permit a dentist to conduct a dental
practice only as an individual, a member of a partnership or an employee of a
professional corporation, limited liability company or limited liability
partnership. These laws typically prohibit, either by specific provision or as a
matter of general policy, non-dental entities, such as Dental Cooperative, from
practicing dentistry, from employing dentists and, in certain circumstances,
hygienists or dental assistants, or from otherwise exercising control over the
provision of dental services. As a result of these laws, Dental Cooperative
provides practice management services to its members but does not employ
dentists or control the practice of dentistry. Because under the Affiliate
Member Agreements, Dental Cooperative may become the owner of a dental practice,
at least for a period of time, Dental Cooperative will be under increased risk
of regulatory action against it under these laws regulating the practice of
dentistry.

         All states have fraud and abuse laws that in many cases apply to
referrals for items or services reimbursable by any insurer, not just by
Medicare and Medicaid. A number of states also impose significant penalties for
submitting false claims for dental services. Many states prohibit or require
disclosure of self-referral arrangements and impose penalties for the violation
of these laws. Many states also prohibit dentists from splitting fees with
non-dentists. We believe that our Dental Cooperative profit sharing arrangements
do not violate these laws on referral fees, although our conclusions have not
been tested in any court or administrative venue.

         Many states limit the ability of a person other than a licensed dentist
to own or control equipment or offices used in a dental practice. Some of these
states allow leasing of equipment and office space to a dental practice under a
bona fide lease, if the equipment and office remain under the control of the
dentist. Some states prohibit the advertising of dental services under a trade
or corporate name. Some states require all advertisements to be in the name of
the dentist. A number of states also regulate the content of advertisements of
dental services and the use of promotional gift items. In addition, many states
impose limits on the tasks that may be delegated by dentists to hygienists and
dental assistants. Some states require entities designated as "clinics" to be
licensed, and may define clinics to include dental practices that are owned or
controlled in whole or in part by non-dentists. These laws and their
interpretations vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion. We intend to comply with these
laws as we consider dental practices to fund through our proposed Dental
Practice Transition business.

                                       7
<PAGE>

         Although we believe our operations as currently conducted are in
material compliance with existing applicable laws, there can be no assurance
that our contractual arrangements will not be successfully challenged as
violating applicable fraud and abuse, self-referral, false claims,
fee-splitting, insurance, facility licensure or certificate-of-need laws or that
the enforceability of such arrangements will not be limited as a result of such
laws. In addition, there can be no assurance that the business structure under
which Dental Cooperative operates, or the advertising strategy Dental
Cooperative employs, will not be deemed to constitute the unlicensed practice of
dentistry or the operation of an unlicensed clinic or health care facility.

         The DentistDirect Business

         Our dental benefit plan business is and will continue to be subject to
substantial governmental regulation, principally under the insurance laws of the
states in which DentistDirect conducts and will conduct its business. Currently,
we only have operations in one state, and that state does not consider our
operations to be an insurance company. Although specific requirements vary from
state to state, these laws generally require that the plan provider be licensed
by the relevant state insurance department to offer dental care plans, and may
also prescribe minimum levels of net worth and reserves; limit the ability of
DentistDirect to pay dividends to the extent required regulatory capital would
be impaired; establish the manner in which premiums are determined or
structured, require filing for approval of products; certain product literature,
premium levels and contract forms with subscribers, dentists and others (which
may entail substantial delay in implementing changes or introducing new
products), in some cases establish minimum benefit levels for our dental benefit
plans; provide for periodic examinations, including quality assurance review;
establish standards for plan management and other personnel; specify measures
for resolving grievances and generally prohibit the acquisition of more than
specified levels (as low as 5% in certain states) of the voting power over the
plan without prior governmental approval. These regulatory provisions generally
grant plenary power to the relevant agencies in interpreting and administering
the applicable laws and regulations.

         Various state regulatory agencies and legislatures have in the past
considered, are presently considering, and may in the future propose regulatory
and legislative changes, such as the establishment of prescribed minimum loss
ratios or mandated schedules of benefits and the adoption of legislation
requiring us to admit "any willing provider" to the plan's dental panel, that
could adversely affect both the Dental Cooperative business model and the
DentistDirect business model. In addition, health care and insurance reform
initiatives have been proposed and may be proposed in the future at the state
and federal levels, which may adversely affect the offering of dental care plans
and their profitability. We are unable to determine the likelihood or effect of
any such regulatory or legislative changes.

         State regulatory requirements may also limit our ability to operate in
certain existing markets or adversely affect our ability to enter new markets on
a de novo basis or through acquisitions. In some states we can only conduct
business through a contractual arrangement with a licensed indemnity carrier or
a full service HMO, which is generally a less advantageous and more cumbersome
arrangement than offering dental care plans directly.

         While the regulated nature of our dental benefit plan business may
interfere with management's plans for further geographic expansion, this
regulatory environment also governs, to a greater or lesser extent, the conduct
and expansion prospects of existing and new competitors.

         Failure to maintain regulatory compliance and constructive
relationships with relevant regulatory authorities could adversely affect our
ability to conduct our dental benefit plan business, for example, by limiting
our ability to obtain required approvals for new products or premium increases.
In an extreme case, failure to comply with relevant laws and regulations may
result in revocation of one or more of our licenses.

Corporate History

         Dental Patient Care America, Inc., formerly known as Mountain Oil,
Inc., was organized on July 30, 1999, in Utah to acquire and develop oil and gas

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properties. On June 30, 2004, Mountain Oil, Inc. acquired Dental Cooperative,
Inc., a Utah corporation organized in 1998 to operate a dental practice
cooperative business, through the merger of a wholly owned subsidiary of
Mountain Oil, Inc. with and into Dental Cooperative, Inc. In addition, Mountain
Oil, Inc. changed its name to Dental Patient Care America, Inc. At the same time
as the merger transaction closed, Mountain Oil, Inc. spun off another of its
subsidiaries, in which it held all of its oil and gas assets and operations, to
the shareholders of Mountain Oil, Inc. immediately prior to the merger
transaction, thereby completely exiting the oil and gas business.

         As of June 30, 2004, the shareholders of Dental Cooperative, Inc. were
issued 18,823,288 shares of DPCA common stock, thus Dental Cooperative's
shareholders, as a group, owned 89% of the then issued and outstanding shares of
DPCA. All of the members of the management of Mountain Oil, Inc. and its board
of directors resigned as of June 30, 2004, except Mr. Harry L. "Pete" Petersen,
a director. Prior to these resignations, the Mountain Oil, Inc. board of
directors elected Michael Silva as a Director, and as Chairman and Chief
Executive Officer; and elected Marlon Berrett as a Director, and as President
and Chief Operating Officer.

         In connection with the merger transaction, the former oil and gas
operating subsidiary, the shares of which were spun off on June 30, 2004,
executed and delivered to Dental Cooperative and DPCA an Indemnity Agreement
holding them harmless from any cost, charge, claim or damages associated with
the former oil and gas business.

         We have also entered into an arrangement with Evolution Services, Inc.
whereby it provides payroll and employee benefit services to Dental Cooperative
and other clients through control group relationships. We have entered into a
control group relationship with Evolution, a third party, whereby we have given
Evolution an option to acquire 80% of the outstanding stock of Dental
Cooperative, Inc. Through this option, Dental Cooperative can participate in
employee benefits and other services from Evolution. Dental Cooperative holds
any and all of the employment agreements with our managers and provides benefits
such as health insurance to our managers and employees. We do not believe that
Evolution will nor intends to exercise this option as long as Dental Cooperative
is current in its payments to Evolution for its services and offerings. We
believe that this arrangement with Evolution provides us with more cost
effective employee benefits for our employees than would be otherwise available.

Seasonality of Business

         Our business is subject to minor effects of seasonality caused by the
fact that many dental procedures are elective and some dental patients do not
elect to have dental work done near holidays or during the summer.

Employees

         As of June 15, 2005, we employed two people on a full time basis, one
person on a part time basis, and utilized the services of a number of
independent contractors. Our employees are not represented by any labor union,
and we believe our relations with employees are good.

                                       9
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Dividend Policy

         To date, we have not paid dividends on our common stock. The payment of
dividends on our common stock, if any, is at the discretion of the board and
will depend upon our earnings, if any, our capital requirements and financial
condition, and other relevant factors. See Item 6. "Management's Discussion and
Analysis or Plan of Operation." We do not intend to declare any dividends in the
foreseeable future, but instead intend to retain all earnings, if any, for use
in our operations.

Share Price History

         Our common stock is traded in the over-the-counter market in what is
commonly referred to as the "Electronic" or "OTC Bulletin Board" or the "OTCBB"
under the trading symbol "DPAT.OB." The following table sets forth the high and
low bid information of our common stock for the periods indicated. The price
information contained in the table was obtained from Yahoo Finance. Note that
the over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission, and that the quotations may not
necessarily represent actual transactions in the common stock.

        Quarter Ended                           High (1)          Low (1)
        -------------                           --------          -------

        2003
        ----
        March 31.........................       $0.30             $0.25
        June 30..........................       $0.51             $0.45
        September 30.....................       $0.30             $0.25
        December 31......................       $0.55             $0.40

        2004
        ----
        March 31.........................       $0.95             $0.33
        June 30..........................       $1.01             $0.35
        September 30.....................       $1.01             $0.35
        December 31......................       $1.01             $0.55

         (1)  The Dental  Cooperative  acquisition  closed on June 30, 2004, and
              stock prices  shown for the Third and Fourth  Quarters of 2004 are
              for the new Dental  Patient Care America  business while the other
              quarterly prices are for the old Mountain Oil business.

         Of the total 21,149,762 shares outstanding at December 31, 2004,
18,823,288, or 89% were restricted against resale into the public market. All of
these restricted shares will be eligible for resale under Rule 144 on July 1,
2005.

Holders of Record

         At June 15, 2005, there were approximately 341 holders of record of our
common stock. The number of holders of record was calculated by reference to our
stock transfer agent's books.

Issuance of Securities

         No sales of securities occurred during the period covered by this
report that have not been previously reported.

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<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the consolidated financial statements and
notes thereto.

Overview

         We earn revenue from our dental cooperative business through management
fees assessed to our members as a percentage of their operating revenues and
through marketing fees for patient referral services. In return, the Cooperative
provides services to its members in the form of centralized purchasing of dental
supplies and lab services, HR benefits, marketing services for patient flow and
the opportunity to participate in profit sharing or bonus pools. Our member
dentists remain independent practitioners wholly responsible and liable for the
conduct and performance of their dental practices. Such member dentists are
referred to as Associate Member Dentists. It is also our intention as a part of
our business model to offer practice transition funding. Such funding is
designed to finance the transitional sale of successful dental practices from
retiring dentists into the hands of younger practitioners. Such financing would
involve a new membership fee sufficiently increased to pay the membership fee
and repay the financed amount. Members who enter into such financing
arrangements with the Cooperative are referred to as Affiliate Members. We are
not presently able to offer loans to Affiliate Members and therefore those
agreements are not binding. There can be no assurance that we will provide such
services in the future.

         We earn revenue from our dental benefit plan offerings as a result of
premium and related payments and earn income to the extent such revenues exceed
claims and fees paid out or accrued during the measurement period.

         During 2003 and part of 2004, the Company had an agreement with an
insurance underwriter that allowed the Company to offer its own insurance
products and to retain the difference between premiums paid and the claims paid
and fees to the underwriter and third party administrator for the plan without
any obligation to the Company for claims in excess of premiums. Early in 2004,
the third party insurer lost its ability to meet the provisions of the agreement
and the arrangement was terminated. The dental plans written under this
arrangement were assumed by another company under the same terms and conditions.
The new agreement provided DentistDirect the ability to private label the dental
plans without interrupting the customer relationship with DentistDirect. During
2004, we also decided to pay certain claims covered by our prior agreement with
the underwriter in order to facilitate the transition to the new underwriter.

         Under the current agreement DentistDirect assumes no underwriting
liability and receives no revenue. Our income or gross margin from DentistDirect
markedly declined during 2004 and was eliminated in the first quarter of 2005 as
our insurance customers move to our new provider. The Company is actively
exploring non-insurance products to be used in connection with its cooperative
panel of dental providers and is attempting to grow patient flow to
participating Cooperative dentists using contract agreements to private label
its dental plans and dental panel. It is the intent of the Company to grow the
name "DentistDirect" to a prominent recognizable identifier in the quality
dental plan market. There can be no assurance, however, that we will enter into
such non-insurance arrangements or that we will be successful in the development
of our non-insurance products.

Financial Position

         We had no cash on hand as of December 31, 2004. Our working capital
deficit as of December 31, 2004 was $398,214. In light of these circumstances,
the ability of the Company to continue as a going concern is in substantial
doubt. The attached financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

                                       11
<PAGE>

Critical Accounting Policies

         The policies discussed below are considered by us to be critical to an
understanding of our financial statements. The application of these policies
places significant demands on the judgment of our management and, when reporting
financial results, cause us to rely on estimates about the effects of matters
that are inherently uncertain. We describe specific risks related to these
critical accounting policies below. A summary of significant accounting policies
can be found in Note 1 of the Notes to Consolidated Financial Statements.
Regarding all of these policies, we caution that future results rarely develop
exactly as forecast, and the best estimates routinely require adjustment. Our
critical accounting policies include the following:

         o    Revenue recognition

         o    Estimation of insurance claim reserves

         o    Stock based compensation

         Revenue Recognition

         The Company charges its member dentists membership fees, marketing fees
for referrals provided by the Company, and receives rebates from the suppliers
for purchases of dental equipment for its members. These revenues are recognized
when payments are received since that is the earliest date when these amounts
are readily determinable, and collection is reasonably assured. Amounts received
prior to issuance of financial statements but after period ending dates that are
attributable to prior periods are recorded as accounts receivable.

         Third parties contract with the Company to use the Company's panel of
dentists as providers. The Company charges a panel access fee. Panel access fee
revenue is recognized monthly as access is provided since a binding agreement
has been entered into, services have been rendered, the price is fixed and
determinable, collection is reasonably assured and the Company has no
significant obligations remaining.

         Insurance premiums are billed monthly and recognized as revenue over
the contract period. The Company designs, markets and directs the administration
of its insurance products. It insures the entire claim risk with an insurance
company and contracts with a third party administrator for claims
administration.

         During 2003 and part of 2004, the Company had an agreement with an
insurance underwriter that allowed the Company to offer its own insurance
products and to retain the difference between premiums paid and the claims paid
and fees to the underwriter and third party administrator for the plan without
any obligation to the Company for claims in excess of premiums. Early in 2004
the third party insurer lost its ability to meet the provisions of the agreement
and the arrangement was terminated. The dental plans written under this
arrangement were assumed by another company under the same terms and conditions.
The new agreement provided DentistDirect the ability to private label the dental
plans without interrupting the customer relationship with DentistDirect. During
2004, the Company decided to pay certain claims covered by the prior agreement
with the underwriter in order to facilitate the transition to the new
underwriter.

         Under the current agreement DentistDirect assumes no underwriting
liability and receives no revenue. The Company is actively exploring and
negotiating non-insurance products to be used in connection with its cooperative
panel of dental providers and is attempting to grow patient flow to
participating Cooperative dentists using contract agreements to private label
its dental plans and dental panel.

         Estimation of Insurance Claim Reserves

         Claim reserves represent the estimated liabilities on claims reported
plus claims incurred but not yet reported for insurance products. Since the
Company attempts to insure 100% of these claims the reserve is generally limited
to the amount the Company has contractually agreed to pay the underwriter to

                                       12
<PAGE>

cover the claims. Because claim reserves are estimates, management monitors
reserve adequacy over time and evaluates the reserves as new information becomes
available by adjusting claim reserves as necessary. Such adjustments are
reflected in current operations.

         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". As noted in the Recent
Accounting Pronouncements section, the FASB recently issued SFAS No. 123(R).
This new pronouncement will require the Company to record compensation expense
equal to the fair value of stock options granted to employees, beginning in the
first quarter of 2006. The Company anticipates valuing such stock options using
the Black Scholes option-pricing model.

Years Ended December 31, 2004 and 2003

         Our dental practice management revenues, referred to as "cooperative
revenues" in the financial statements, were $330,151 for 2004 as compared to
$305,476 for 2003. Cooperative gross revenues consist of member fees and
marketing fees paid to the Company by member dentists as well as group
purchasing rebates received from vendors for purchases made by our members. This
increase is due to growth in the number of member dentists paying management
fees and increases in group purchasing rebates.

         Member incentives were $119,702 for 2004 as compared to $95,899 for
2003. These amounts are accounted for as reductions of Cooperative revenues (see
Note 1 to the financial statements). As noted earlier, member incentives are
profit sharing distributions through Dental Cooperative to recognize significant
contributions to Dental Cooperative by certain members, based largely on the
growth in revenues of the member practices and the resulting fees to Dental
Cooperative. Member incentives have increased consistently with the general
growth in the number of member dentists, the growth in member revenues and the
resulting growth in management fee revenue to Dental Cooperative discussed
earlier. Member incentives are discretionary with the Board of Directors of
Dental Cooperative, and these funds can be redirected to pay operating expenses
as needed.

         Our dental benefit plan offering revenues, referred to as "insurance
revenues" in the financial statements, were $184,722 for 2004 as compared to
$134,194 for 2003. Insurance claims and direct costs were $185,427 for 2004 as
compared to $121,976 for 2003.

         Our dental benefit plan offerings were first started in mid 2003. As
explained earlier in this report, the Company ceased being able to offer income
generating plans in the second quarter of 2004, with the practical effect of
eliminating all of the revenue from the dental benefit plan business as annual
contracts were rewritten with another risk retention agent. Thus, while revenue
from plan activities grew in 2004, our margin markedly declined during 2004.

         General and administrative ("G&A") expenses were $543,808 for 2004 as
compared to $473,212 for 2003. The increase in G&A expenses is primarily due to
(a) the continuing costs of start up of the DentistDirect business, (b) the
costs of the merger transaction whereby Dental Cooperative and DentistDirect
were acquired by the Company on June 30, 2004, and (c) the decision to begin
paying higher salaries to management starting late in 2003. Management
permanently waived approximately $245,000 in salaries in 2004 and $179,375 in
salaries in 2003. Management may not be willing to waive salaries in the future.
The increase in G&A expenses included higher legal and accounting fees as well
as printing and postage and other costs.

         Net other expense was $6,782 for 2004 as compared to $1,589 for 2003.
The reason for the increase in other expense was a decrease in net interest
income from under our prior Associate Member Dentists arrangements and an
increase in interest due to vendors on past due balances. The interest bearing
Associate Member Dentist arrangements were completely phased out in April 2005.

                                       13
<PAGE>

Liquidity and Capital Resources

         To date, we have financed our operations principally through private
placements of equity securities and revenues. We used net cash in operating
activities of $170,248 during 2004, compared to net cash used of $88,292 during
2003. As of December 31, 2004, our working capital deficit was $398,214 and we
had no cash on hand.

         As of December 31, 2004, we have current assets of $71,866, down from
$73,763 as of September 30, 2004 and significantly down from December 31, 2003.
This primarily resulted from a consumption of cash in spending on salaries, rent
and payments to our professional service providers. Our current liabilities of
$470,080 are higher than the balance of $452,714 at September 30, 2004 and the
balance of $449,252 as of December 31, 2003. The growth in current liabilities
is primarily the result of increased professional fees and costs, together with
carryover of significant related party indebtedness. This adverse ratio of
current assets to current liabilities results in technical insolvency under most
definitions.

         We chose to continue to distribute Dental Cooperative member incentives
in 2004, although we have not yet generated positive cash flows from operating
activities, and there can be no assurance that we will be able to generate
positive cash flows in future periods. If we are unable to generate positive
cash flows from operating activities, we will be required to seek financing
through additional related party debt, including but not limited to salary
waivers, or through the sale of debt or equity securities to investors. There
can be no assurance that such related party financing or investor financing will
be available to us if needed. We also may need to reduce or eliminate member
incentives in order to maintain the services of our service providers through
payment of their overdue bills.

         We currently have no bank lines of credit or third party indebtedness,
other than the operating payables mentioned above. We have relied on our ability
to defer payments to creditors and salary waivers by management to continue as a
business. As our revenues grow, we plan on seeking one or more bank lines of
credit to assist with meeting ongoing liquidity needs. There can be no assurance
that we will be able to secure such financing in the future.

         Our working capital requirements for the foreseeable future will vary
based upon a number of factors, including, our timing in the implementation of
our business plan, our growth rate and the level of our revenues. We have no
commitments to fund any future capital expenditures. Our current assets, along
with cash generated from anticipated revenues, will not provide us with
sufficient funding for the next twelve months. We anticipate that we will need
at least $370,000 in funding to execute our business plan over the next twelve
months and at least an additional $130,000 in funding thereafter. However, if we
begin entering into financing arrangements with Affiliate Members we will need
tens of millions of dollars to fund such operations. We are currently seeking
sources of financing to fund operations through sales of securities in private
transactions, borrowing and/or any other sources of funding that become
available to us. We have no contractual arrangements that will provide us with
funds and there can be no assurance that we will obtain the necessary funding,
or that such funding, if obtained, will be on terms that are favorable to the
Company or its shareholders. Failure to raise the required capital could prevent
us from achieving our long-term business objectives and may result in
substantially reducing or even terminating operations.

         Management is also exploring one or more credit arrangements for the
express purpose of implementing the Dental Cooperative Affiliate Member
Agreements providing for loans to member dentists, coupled with increased
management fees from those dentists. There is no assurance that such funding can
or will be obtained or when it can be obtained. The Company has pursued such
funding on several occasions in the past, and has not identified sources with
acceptable terms and arrangements.

         As of June 15, 2005, we have outstanding stock options that are
exercisable for 264,000 shares of common stock at an exercise price of $2.50 per
share. The exercise of all such stock options would result in an equity infusion
of $660,000. There can be no assurance that any of the stock options will be
exercised.

                                       14
<PAGE>

Off-Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.

Recent Accounting Pronouncements

         In December 2004, the FASB issued FASB Statement No. 123 (revised
2004), "Shared-Based Payment." Statement 123(R) addresses the accounting for
share-based payment transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity instruments.
Statement 123(R) requires an entity to recognize the grant-date fair-value of
stock options and other equity-based compensation issued to employees in the
statement of operations. Statement 123(R) generally requires that an entity
account for those transactions using the fair value method, and eliminates the
intrinsic value method of accounting in APB Opinion No. 25, "Accounting for
Stock Issued to Employees", which was permitted under Statement 123, as
originally issued.

         Statement 123(R) requires entities to disclose information about the
nature of the share-based payment transactions and the effects of those
transactions on the financial statements.

         Statement 123(R) is effective for us after December 15, 2005. The
Company has not yet evaluated the impact of adoption of this pronouncement.

Our Outlook and Perspective on the Company's Prospects

         Our acquisition of Dental Cooperative together with our DentistDirect
business, coupled with our complete divestiture of our oil and gas business and
the resignation of prior management at the same time has resulted in a new
business for the Company, but also a management team without experience in the
regulatory requirements of a public company. The Company has very limited
operational and administrative personnel. We anticipate that as the dental
cooperative and the dental benefit plan businesses grow, the increased revenue
together with increased capitalization will enable the hiring and retention of
additional qualified operational and administrative personnel. We also
anticipate that increasing revenues will enable us to reduce our indebtedness.
However, we will require some form of new capital infusion to completely pay our
existing vendor liabilities.

         The growth in Cooperative membership has continued even given our
skeleton staff and the lack of financing for the Affiliate Member benefits. We
believe that the reason for this growth is the perceived value of membership
exceeds the related costs. We also believe that the perceived value of
Cooperative membership goes beyond the value of specific services and cost
reductions and includes the value of the perception and reality that an
independent dental practitioner, as a member of the Cooperative, is collectively
participating in an organization that competitively empowers and sustains
his/her position as an independent dentist. We cannot assure that others will
not adopt similar operating models, but are not aware of any such model that is
currently operating. We believe that time is of the essence and that the
Cooperative must grow and grow on a national scale to take advantage of the cost
and preparation of the past several years.

         Our DentistDirect dental plan business is not strategically unique by
virtue of its initial products. We believe it is unique by virtue of its
relationship to its panel of dental providers, most being members of Dental
Cooperative. This family of dental plans is directed by and for its panel of
providers, who by virtue of their interest in the dental plans can make possible
the offering of unique products. While this has been done on a limited scale by
others, it has not been combined with the other services we provide. The Company
acknowledges the significant risks associated with such growth and that there
can be no assurance those risks can be successfully dealt with by the Company or
that we will ultimately be successful in our business objectives.

                                       15
<PAGE>

Inflation

         We do not expect the impact of inflation on our operations to be
significant.

Risk Factors

         In addition to the risks set forth above, we are subject to certain
other risk factors due to the industry in which we compete and the nature of our
operations. These risk factors include the following:

         We have a history of losses and may never be profitable.

         We have an accumulated deficit totaling $693,505 and we are not
profitable. To date our operations have not generated sufficient operating cash
flows to pay for the expenses we incur on a current basis. Without adequate new
financing, we may not be able to successfully keep or grow our businesses or
achieve profitability from our operations in the near future or at all.

         Among other things, our ability to achieve sustainable profitability is
dependent on:

         o    Successful marketing and sale of our dental services and plan;

         o    Entering into a suitable agreement so that we can earn fees from
              our insurance related products;

         o    Obtaining necessary funding; and

         o    Our ability to develop additional services and plans to serve
              dentists and their patients.

         There can be no assurance that we will achieve sustainable
profitability.

         Our contractual arrangements with member dentists have inherent
uncertainties with respect to accuracy and timeliness of payment.

         Our Dental Cooperative member contracts call for a member dentist to
pay a percentage of practice operating revenues monthly. We do not centrally
account for the operating revenues of member practices, and so we rely on the
members to compute operating revenue timely and accurately and to calculate and
timely submit the required percentage management fee. Generally, it may take one
or more weeks past the end of each month for the member dental practice to
complete it's accounting and pay its management fee.

         Consequently, estimates are required in order to account for management
fees as of the end of each accounting period. We have the right to audit our
members' financial records, and make adjustments to the management fees if the
results of the audits so dictate. The lack of timeliness in receiving
information regarding management fees may result in our reporting of such fees
being delayed.

         There are risks associated with our intended growth through new members
and new market areas.

         The growth of our dental cooperative business will depend on our
ability to attract economically successful dentists into our cooperative
business model, and our DentistDirect dental benefit plan offerings. Because our
cooperative business model relies on attracting the top tier of dentists in a
given market, our growth strategy emphasizes entering selected new markets and
entering into member contracts with dental practices that have a significant
market presence or which we believe can achieve such a presence in the near
term, and seeking these practices as a "magnet" or "core" from which to expand
in the market area. Our new market penetration strategy is relatively untested.
So far the members of Dental Cooperative come primarily from Salt Lake, Utah,
Weber and Cache counties. Recent efforts have successfully brought in additional
new members in Davis and Box Elder Counties. All of these counties are located
within the state of Utah. However we have never attempted to enter a market
outside of the State of Utah, and there can be no assurance that Dental
Cooperative will be able to implement its national growth successfully.

                                       16
<PAGE>

         Our dental benefits plan business depends on the member dentists that
DentistDirect attracts to serve as the panel of dentists providing services
under the plans. Therefore the expansion of our dental benefit plan business
will always be within markets in which Dental Cooperative has a substantial
number of members, and likely will not be as a result of expansion into areas
not then served by Dental Cooperative.

         We devote substantial time and resources to new Dental Cooperative
member acquisition activities. Identifying appropriate member candidates and
negotiating membership agreements can be a lengthy and costly process. There can
be no assurance that suitable new members will be identified or that new members
will be attracted on terms favorable to Dental Cooperative; or that such new
memberships can be added on a timely basis or at all. In the event that Dental
Cooperative is not able to regularly increase its membership base, and
accordingly its aggregate membership fees in tandem with new member attraction,
our financial results may be materially lower than analysts' expectations, which
likely would cause a decline, perhaps substantial, in the market price of our
common stock.

         In addition, increasing competition in the dental services industry
from corporate model competitors or perhaps others attempting to use a
cooperative model may result in an increase in benefits and other costs
associated with bringing new members into Dental Cooperative.

         The integration of new members and new markets may be a difficult,
costly and time-consuming process. Dental Cooperative may encounter substantial
unanticipated costs or other problems associated with such integration.

         We may not be successful in expanding within existing markets.

         Dental Cooperative will seek to increase revenue and profitability in
existing markets by physically expanding the number of its existing members to
add more dentists and hygienists by improving the efficiency of the member
dental practices and helping them establish new practices. Dental Cooperative's
success will be dependent, in part, upon increasing the revenue from existing
members through their growth and successfully establishing new member locations.

         There can be no assurance that growth better than or equal to these
historical results can be achieved with existing members or through the
attraction of new members in new markets.

         We may not be able to effectively manage growth, should continued
growth occur.

         Dental Cooperative has experienced growth in its member dentists as
follows:

                              2004   2003   2002   2001    2000   1999  1998
                              ----   ----   ----   ----    ----   ----  ----
--------------------------------------------------------------------------------
Members at year end:           94     71     63     61      58     54    52
--------------------------------------------------------------------------------

         This growth has placed, and will continue to place, strains on our
limited staff, management, operations and systems. Our ability to compete
effectively will depend upon our ability to attract, train and assimilate
additional management and other employees and our ability to expand, improve and
effectively utilize our operating, management, marketing and financial systems
to accommodate expanded operations. Any failure by our management to effectively
anticipate, implement and manage the changes required to sustain our growth may
have a material adverse effect on our business, financial condition and
operating results.

         Concomitantly in order to effectively and efficiently bear the added
costs of being a public company in the United States today, including the costs
of accounting, legal and other professionals helping us to comply with
disclosure obligations and the new requirements of the Sarbanes-Oxley
legislation, we must grow significantly, not only in our existing markets but
also in new markets. This growth also must be managed and will require added
management personnel in addition to the current staff.

                                       17
<PAGE>

         Our success may be hampered by the availability of member dentists.

         All members of Dental Cooperative can sever their member relationship
at any time, especially under the Associate Member arrangement in which there is
no loan from Dental Cooperative to the member. Although these member agreements
contain non-compete clauses, there is no assurance that we can retain current
members or that departing members will not have the ability to adversely affect
our efforts to recruit a new member in the area of the departing member.

         Since 1999, a total of 105 dentists have signed Associate Member
agreements with Dental Cooperative. This number compares with the 94 dentists
who are currently members. This attrition can be explained by a number of
reasons, including retirements, moves and withdrawals, but is indicative of the
problem facing us as we attempt to provide benefits to our member dentists with
limited financial and management resources. Even assuming all current members
stay with Dental Cooperative, there is no assurance that satisfactory new
members can be recruited and assimilated in existing, let alone new markets.

         We do not have sufficient capital to execute our business plan.

         Both the assumption of significant additional compliance and
professional costs required of a public company in the United States today and
the planned implementation of our growth strategy will require significant
capital resources. Our growth strategy will require resources not only to
increase management personnel and systems, but also significant funding of our
Affiliate Member Agreements through member loans. To date we have not identified
funding sources with acceptable terms to enable us to finance our Affiliate
Member Agreements, and we have operated without the Affiliate Member Agreements
on very limited resources provided mostly from the management fees received from
member dentists, salary waivers by management, payable deferrals, and capital
provided as loans from members of management. Limited cash flows have come from
the DentistDirect business started in 2003. To date, however, our historical
revenues and other financial support have not provided enough funding for the
level of operations we have historically conducted. The Company had a net loss
of $(221,144) in 2004 compared with a net loss of $(157,107) loss in 2003.

         We look to growth in the number of member dentists and the
corresponding growth in the fees payable by Associate Member dentists, growth in
revenues from the dental benefit plan business, and possible revenue from dental
practices operated under Master Affiliate agreements to provide ongoing revenues
to meet our operating expenses. We must grow significantly in order to succeed
as a public company. If we are unable to pay salaries to our management at
competitive levels, we will not be able to attract the management personnel we
will need to effect and manage our needed growth.

         Our business plan calls for Affiliate Member dentists to receive loans
from us for up to the full value of their dental practices, with concomitantly
and significantly increased management fees. To date we have not had the funding
to close any loan under an Affiliate Member Agreement, although we were
successful in assisting some Associate Members to obtain financing from a third
party. We do not believe that the current Associate Member arrangements, even
coupled with the added profit opportunities through DentistDirect, will generate
sufficient management fees to enable the projected expansion of our Dental
Cooperative business or that would justify the continuing cost and
infrastructure of a public company.

         The funding needed to implement the existing Affiliate Member loan
arrangements would initially be in the tens of millions of dollars. There is no
assurance that we will have greater success in attracting this amount of capital
as a public company than was experienced by Dental Cooperative as a private
company over the last five years.

         We expect that our capital requirements over the next several years
will substantially increase and will exceed cash flows expected to be generated
through management fees. Therefore, to finance our operating and capital
requirements, we anticipate the need to obtain one or more lines of credit from
banks or other financing sources, and from time to time to issue additional
equity securities.

                                       18
<PAGE>

         Additional debt or equity financings could be required to the extent
that our common stock fails to maintain a market value sufficient to warrant its
use for future financing needs. We may not be able to obtain additional required
capital on satisfactory terms, if at all. The failure to raise the funds
necessary to finance the expansion of our operations or our other capital
requirements could materially and adversely affect our ability to pursue our
business plan.

         If additional funds are raised through the issuance of equity
securities, dilution to our existing stockholders may result. If additional
funds are raised through the incurrence of debt, such debt instruments will
likely contain restrictive financial, maintenance and security covenants.

         Our success may be negatively affected by cost containment initiatives.

         The health care industry, including the dental services market, is
experiencing a trend toward cost containment, as third-party and government
payors seek to impose lower reimbursement rates upon providers. We believe that
this trend will continue and will increasingly affect dental services. This may
result in a reduction in per-patient and per-procedure revenue from historic
levels. Significant reductions in payments to dentists or other changes in
reimbursement by third-party payors for dental services may have a material
adverse effect on both our Dental Cooperative business and on our dental benefit
plan business.

         Our success may be negatively affected by health care reform.

         There can be no assurance that the laws and regulations of the states
in which we operate will not change or be interpreted in the future either to
restrict or adversely affect our relationships with dentists. Federal and state
governments are currently considering various types of health care initiatives
and comprehensive revisions to the health care and health insurance systems.
Some of the proposals under consideration, or others that may be introduced
could, if adopted, have a material adverse effect on our business, financial
condition and operating results. It is uncertain what legislative programs, if
any, will be adopted in the future, or what actions Congress or state
legislatures may take regarding health care reform proposals or legislation. In
addition, changes in the health care industry, such as the growth of managed
care organizations and provider networks, may result in lower payments for the
services of our affiliated dental practices.

         Our dental plans may not be accepted by the market.

         The market may not accept our dental plans. We believe acceptance will
be based on our ability to effectively market our plans and the perceived
premium and benefit package offered by our plans as compared to competitive
plans. There can be no assurance that we will be successful in marketing our
plans or that the premium/benefit package of our plans will be perceived
favorably by the market when compared to competing plans.

         We may be subject to professional liability claims.

         In recent years, dentists have become subject to an increasing number
of lawsuits alleging malpractice and related legal theories. Some of these
lawsuits involve large claims and significant defense costs. Dental Cooperative
cannot and does not carry professional malpractice or general liability
insurance for itself and maintains no professional liability insurance covering
dentists, hygienists and dental assistants at its members' offices, although
such coverage is required of our members in our membership agreements.
Malpractice insurance, moreover, can be expensive and varies from state to
state. Successful malpractice claims asserted against the member dentists or
Dental Cooperative may have a material adverse effect on our member's ability to
pay membership fees and therefore on our business, financial condition and
operating results.

         Any malpractice suits involving the dentists in our contemplated Dental
Practice Transition business, if successful, could result in substantial damage
awards that may reduce or eliminate our profit expectation from these practices.
We anticipate requiring that malpractice insurance be maintained by all dentists
at a Dental Practice Transition office.

                                       19
<PAGE>

         Our success is dependent on management and key personnel.

         Our success, including our ability to complete and integrate new
members, depends on the continued services of our management staff. Each of our
managers has a large portfolio of direct responsibilities and there is no
redundancy. The loss of the services of any one of our current management could
have a material adverse effect on our business, financial condition and
operating results. On June 30, 2004, we entered into new employment agreements
with most of these individuals for five-year terms. We do not, however, maintain
key man life insurance policies on any members of management.

         Implementation of our business strategy will require the addition of
new qualified management personnel, and there is no assurance we can attract
these new personnel.

         Members of management own a substantial amount of our outstanding
stock.

         Members of our management team, together, own approximately 41% of the
total issued and outstanding shares of our common stock. Thus management has the
ability to exert significant influence over the outcome of fundamental corporate
transactions requiring stockholder approval, including mergers and sales of
assets and the election of the members of our Board of Directors.

         A substantial number of our outstanding shares of common stock may be
available for resale under Rule 144 beginning on July 1, 2005.

         The Mountain Oil/Dental Cooperative transaction increased our total
issued and outstanding shares by approximately 900%. The new shares issued to
the shareholders of Dental Cooperative on June 30, 2004 are restricted shares
under Rule 144 and may not be resold into the public market for at least one
year and then under certain continuing restrictions. These shares will be
available for sale into the public market on and after July 1, 2005, provided
the selling shareholders comply with Rule 144. This large number of shares
becoming available for possible sale into the public markets at the same time
may adversely affect the prevailing market price for our common stock, and could
impair our ability to obtain additional capital through an offering of our
equity securities.

         We may not have sufficient personnel to effectively market and service
our dental benefit plans.

         We market our dental benefits plan offerings through both affiliated
and independent agents, as well as through direct sales by our employees. This
dual distribution system is designed to reach large groups as well as smaller
groups in an efficient and cost effective manner. Our small staff limits the
amount of direct selling that can be done by these persons.

         As the plan grows, we must be able to increase staff to perform
customer service functions for employer customers and covered employees. While
some of these tasks can be outsourced to a third-party plan administrator, there
will be a need to have our employees available to solve problems and generally
conduct public relations for the plan, as well as to address emergency service
issues and relations among the dentists providing services to the plan.

         Because we are significantly smaller than the majority of our
competitors, we may lack the resources needed to capture market share.

         We are engaged in a highly competitive business and will compete
directly with companies that have longer operating histories, more experience,
substantially greater financial resources, greater size, more substantial
marketing organizations, established customer bases and are better situated in
the market than us. Our competitors may use their economic strength to influence
the market to continue to buy their existing products. We are establishing a
member base in Utah and have not begun to establish a member base outside of
Utah. Moreover, we have limited experience in marketing our dental plans. We are
likely to encounter a high degree of competition in expanding our member base
and marketing our plans. One or more of these competitors could use their
resources to improve their current services or plans or to develop services or
plans that may compete more effectively with our services and plans. New
competitors may emerge and may develop services or plans that compete with our
business. No assurance can be given that we will be successful in competing in
this industry.

                                       20
<PAGE>

         An economic downturn could harm our business.

         Our business, financial condition and results of operations may be
affected by various economic factors. Unfavorable economic conditions may make
it more difficult for us to maintain and continue our revenue growth. In an
economic recession, or under other adverse economic conditions, customers and
vendors may be more likely to be unable to meet contractual terms or their
payment obligations. A decline in economic conditions may have a material
adverse effect on our business.

         Our employees may engage in misconduct or other improper activities
which could harm our business.

         We are exposed to the risk that employee fraud or other misconduct
could occur. Misconduct by employees could include intentional failures to
comply with legal requirements, engaging in unauthorized activities, seeking
reimbursement for improper expenses or falsifying time records. Employee
misconduct could also involve the improper use of our dentist members' sensitive
information, which could result in serious harm to our reputation. It is not
always possible to deter employee misconduct, and the precautions we take to
prevent and detect this activity may not be effective in controlling unknown or
unmanaged risks or losses, which could harm our business.

         If we are unable to manage our growth, our business could be adversely
affected.

         Sustaining our Company's growth has placed significant demands on
management, as well as on our administrative, operational and financial
resources. To continue to manage our growth, we must continue to improve our
operational, financial and management information systems and expand, motivate
and manage our workforce. If we are unable to successfully manage our growth
without compromising our quality of service and our profit margins, or if new
systems we implement to assist in managing our growth do not produce the
expected benefits, our business, prospects, financial condition or operating
results could be adversely affected.

         Part of managing growth is the enforcement of proprietary protections
against unfair competition. We have proprietary value in our names, in our
business structures, in our legal documents, and in our markets. We have
undertaken trade name protection of our names and have provided for
noncompetition covenants in our member agreements. Our ability to enforce these
protections will depend on the resources we have. Our inability to enforce our
proprietary protections will result in adverse consequences and increased
competitive disadvantage.

         We may undertake acquisitions that could increase our costs or
liabilities or be disruptive to our operations.

         One of our key operating strategies is to selectively pursue
acquisitions. We may not be able to locate suitable acquisition candidates at
prices we consider appropriate or to finance acquisitions on terms that are
satisfactory to us. If we do identify an appropriate acquisition candidate, we
may not be able to successfully negotiate the terms of an acquisition, finance
the acquisition or, if the acquisition occurs, integrate the acquired business
into our existing business. Negotiations of potential acquisitions and the
integration of acquired business operations could disrupt our business by
diverting management away from day-to-day operations. Acquisitions of businesses
or other material operations may require additional debt or equity financing,
resulting in additional leverage or dilution of ownership. The difficulties of
integration may be increased by the necessity of coordinating geographically
dispersed organizations, integrating personnel with disparate business
backgrounds and combining different corporate cultures. We also may not realize
cost efficiencies or synergies that we anticipated when selecting our
acquisition candidates. In addition, we may need to record write-downs from
future impairments of intangible assets, which could reduce our future reported

                                       21
<PAGE>

earnings. At times, acquisition candidates may have liabilities or adverse
operating issues that we fail to discover through due diligence prior to the
acquisition, but which we generally assume as part of an acquisition. Such
liabilities could have a material adverse effect on our financial condition.

         Covenants in a credit facility may restrict our financial and operating
flexibility.

         We are currently exploring issuing a large amount of debt to fund the
implementation of our Affiliate Member Agreements. To the extent that this
credit facility contains covenants that limit or restrict, among other things,
our ability to borrow money outside of the amounts committed under the credit
facility, make other restricted payments, sell or otherwise dispose of assets
other than in the ordinary course of business, or make acquisitions, in each
case without the prior written consent of our lenders, our ability to conduct
effective business may be hampered. Our credit facility also might require us to
maintain specified financial covenants relating to the interest coverage and
maximum debt coverage. Our ability to meet these financial ratios can be
affected by events beyond our control, and we cannot assure ourselves that we
will meet these ratios. Default under a credit facility could allow the lenders
to declare all amounts outstanding to be immediately due and payable. Any such
restrictive covenants in any future debt obligations the Company incurs could
limit our ability to fund our business operations or expand our business.

         From time to time we may require consents or waivers from our lenders
to permit actions that are prohibited by our credit facility. If, in the future,
our lenders refuse to provide waivers of our credit facility's restrictive
covenants and/or financial ratios, then we may be in default under the terms of
the credit facility, and we may be prohibited from undertaking actions that are
necessary or desirable to maintain and expand our business.

         We may be subject to liabilities relating to our prior mining
activities.

         The Company was previously engaged in mining activities. Mining
activities are subject to extensive federal and state laws and regulations
designed to conserve and prevent the degradation of the environment. These laws
and regulations require obtaining various permits before undertaking certain
exploration activities. These requirements also necessitate significant capital
outlays and may result in liability to the owner and operator of the property
for damages that may result from specific operations or from contamination of
the environment, all of which may prevent us from continuing to operate. Should
we become subject to any such liabilities, it could materially and adversely
affect our ability to continue our business.

         We do not anticipate paying dividends in the foreseeable future.

         We have never paid dividends on our common stock. The payment of
dividends, if any, on the common stock in the future is at the discretion of the
board of directors and will depend upon our earnings, if any, capital
requirements, financial condition and other relevant factors. The board of
directors does not intend to declare any dividends on our common stock in the
foreseeable future.

         Our common stock is subject to dilution.

         As of December 31, 2004, there were 21,149,762 shares of our common
stock issued and outstanding. In addition there are an additional 264,000 shares
of our common stock that are issuable pursuant to stock options.

         No assurance of a liquid public market for our common stock.

         There can be no assurance as to the depth or liquidity of any market
for our common stock or the prices at which holders may be able to sell their
shares. As a result, an investment in our common stock may not be totally
liquid, and investors may not be able to liquidate their investment readily or
at all when they need or desire to sell.

                                       22
<PAGE>

         Applicability of low priced stock risk disclosure requirements may
adversely affect the prices at which our common stock trades.

         Our common stock may be considered a low priced security under rules
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act").
Under these rules, broker-dealers participating in transactions in low priced
securities must first deliver a risk disclosure document which describes the
risks associated with such stocks, the broker-dealer's duties, the customer's
rights and remedies, and certain market and other information, and make a
suitability determination approving the customer for low priced stock
transactions based on the customer's financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in writing
to the customer, obtain specific written consent of the customer, and provide
monthly account statements to the customer. With these restrictions, the likely
effect of designation as a low priced stock will be to decrease the willingness
of broker-dealers to make a market for the stock, to decrease the liquidity of
the stock and to increase the transaction cost of sales and purchases of such
stock compared to other securities.

Item 7. Financial Statements

         See index to consolidated financial statements beginning on page F-1
hereof.

Item 8A. Controls and Procedures

         We have evaluated, under the direction of our Chief Executive Officer
and Chief Financial Officer, the effectiveness of the design and operation of
our disclosure controls and procedures as of December 31, 2004, pursuant to
Exchange Act Rule 15d-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer previously concluded that our disclosure
controls and procedures were effective. Upon reevaluation, however, it was
determined that the controls and procedures were not effective.

         Management believes that weaknesses existed because the controls and
procedures that management thought were in place were either not communicated
clearly to the Company and its professional advisors and/or they were not
implemented by all involved persons. As a result, (i) Company senior management
(including the board of directors) did not have sufficient control over the
content, timing and approval of publicly filed materials, (ii) Company senior
management did not have adequate assurance that it was receiving for
consideration for inclusion in publicly filed materials all comments and input
from its professional advisors and (iii) the Company's controls and procedures
did not provide adequate assurances that publicly disclosed information
represented the final approved work product of the Company and its advisors.

         In May 2005, the Company took the following steps to remedy this
situation: (a) the Company replaced its former SEC counsel with new outside SEC
counsel, (b) all Company filings with the SEC will be coordinated through the
new SEC counsel who will not authorize the filing of any document with the SEC
unless such counsel is satisfied that there has been compliance with the
procedures outlined in this paragraph, (c) all Company filings with the SEC must
be authorized and approved in writing (or by email) by the Company's SEC
counsel, (d) Company filings with the SEC that include financial statements or
references to our independent registered public accounting firm must be
authorized and approved in writing (or by email) by the Company's independent
registered public accounting firm, and (e) all Company filings with the SEC must
be authorized and approved in writing (or by email) by either the CEO, President
or the CFO of the Company. These policies have been delivered to and discussed
with all parties involved in the Company's reporting process. In addition, the
Company's former secretary and SEC Counsel has resigned as an officer of the
Company.

                                       23
<PAGE>
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

         Set forth below is certain information concerning each of our directors
and executive officers as of June 15, 2005.
<TABLE>
<CAPTION>

                                                                                 With the
                                                                Director         Company
            Name             Age       Position                Term Expires       Since
            ----             ---       --------                ------------      --------

<S>                          <C>    <C>                         <C>              <C>
Michael Silva                53     CEO and Chairman             2005             2004

Marlon Berrett               63     President and Director       2005             2004

Harry L. "Pete" Peterson     60     Director                     2005             2001

Andrew Eberhardt             33     Vice President                                2004

Brad Berrett                 50     Chief Financial Officer                       2004
</TABLE>

         The following sets forth the business experience, principal occupations
and employment of each of the directors.

         Michael Silva has served as a Director of Dental Patient Care America
since June 2004, and has been a director of our subsidiary, Dental Cooperative,
since it was formed in 1998. He has acted as Chief Executive of the Company
since June 2004 and of Dental Cooperative since 1998. In addition to his roles
at the Company and Dental Cooperative, Mr. Silva is also Director of Wirthlin
Worldwide Consulting from 2002 to the present. Prior to joining Wirthlin
Worldwide, Mr. Silva was an independent business crisis consultant. Mr. Silva
spends a substantial amount of his available business time working for the
Company.

         Marlon Berrett has served as a Director of the Company since June 2004,
and has been our President since that time. He has been a director of our
subsidiary, Dental Cooperative, since October 1998, and also acted as President
and Secretary of Dental Cooperative for the same period of time. In addition,
Mr. Berrett is the managing partner of Executive Alliance Group LLC, a
consulting partnership, where he serves as a U.S. spokesperson and
representative of the German State of Saarland's Economic Promotion Corporation.
He is a retired partner of Ernst & Young LLC. Mr. Berrett spends substantially
all of his available business time working for the Company.

         Harry L. "Pete" Peterson has been one of our Directors since 2001 and
took over as President of our DentistDirect subsidiary in 2004. Mr. Peterson is
President of Business Insurance Group, Inc. a Utah corporation in business since
1989 doing business under the trade name "Big Benefits". Big Benefits offers
health insurance, claims administration, underwriting and plan design to
employer groups primarily in the self-funded market. Mr. Peterson spends a
substantial amount of his available business time working for the Company.

         Andrew Eberhardt was appointed Vice President of the Company in June
2004 and has been in the same capacity at Dental Cooperative since July 2002.
Mr. Eberhardt has been employed by Dental Cooperative since April 1999. Mr.
Eberhardt was formerly employed at Redman Van and Storage in a sales manager
position. Mr. Eberhardt spends substantially all of his available business time
working for the Company.

         Brad Berrett became our Chief Financial Officer in June 2004. He joined
Dental Cooperative as Comptroller on a part time basis as an independent
contractor in June 2001 and continues in that role to the present time. Mr.
Berrett is also President of Pediatric Care, Inc., a pediatric clinic in Utah
County, Utah and works as an independent contractor for various other clients.
Mr. Berrett spends approximately 80% of his available business time working for
the Company.

                                       24
<PAGE>

         Our executive officers are elected by the board of directors on an
annual basis and serve at the discretion of the board.

Family Relationships

         Mr. Marlon Berrett and Mr. Brad Berrett are brothers. There are no
other family relationships among our directors, executive officers or persons
nominated or chosen to become directors or executive officers.

Stockholder Meeting Attendance

         Our policy is to encourage, but not require, members of the Board of
Directors to attend annual stockholder meetings. We did not have an annual
stockholder meeting during the prior year.

Board Committees

         Our Board of Directors does not have a standing, audit, nominating or
compensation committee. The Board of Directors, which includes each member of
the Board who is then serving, participates in the consideration of director
nominees. The Board of Directors is in the process of formulating a policy with
regard to the consideration of director candidates recommended by security
holders and the minimum qualifications of such candidates. It anticipates having
such a policy in place before our next annual stockholders meeting. Two of the
members of the board of directors are also officers of the Company and are not
considered "independent" as defined by Rule 4200(a) of the NASD's Marketplace
Rules. The Company believes that Mr. Peterson, however, is independent under
this rule. While the Company does not have an audit committee, the Company
believes that Mr. Marlon Berrett, who is not an independent director, qualifies
as a "financial expert" as defined in Item 401 of Regulation S-B.

         The Board of Directors met on more than twelve occasions during 2004,
but in each instance memorialized its actions in the form of a written consent
of directors. Twelve written consents of directors were executed during 2004.

Code of Ethics

         The Company has adopted a Code of Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
other senior financial officers. Our Code of Ethics is being filed as an exhibit
to this report.

Section 16(a) Beneficial Ownership Reporting Compliance

         We do not have a class of equity securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934. As a result, our executive
officers, directors and persons who beneficially own more than 10% of our common
stock are not required to file initial reports of ownership and reports of
changes in ownership with the SEC pursuant to Section 16(a) of the Securities
Exchange Act of 1934.

Item 10. Executive Compensation

         The table below set forth certain information concerning compensation
we paid to our president, chief executive officer and all other executive
officers with annual compensation in excess of $100,000, determined for the year
ended December 31, 2004 (the "Named Executive Officers").

         Summary Compensation Table. The following table provides certain
information regarding compensation paid to the Named Executive Officers.


                                       25
<PAGE>


                                            SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                           Annual Compensation                     Awards           Payouts
                                                                          Restricted  Stock                     All Other
        Name and                                         Other Annual     Stock       Options/    LTIP        Compensation
   Principal Position     Year Salary ($)  Bonus ($)   Compensation($)   Awards ($)    SAR(#)    Payouts($)       ($)
   ------------------     ---- ----------  ---------   ---------------   ----------    ------    ----------       ---
<S>               <C>     <C>      <C>       <C>            <C>            <C>         <C>         <C>           <C>
Craig K. Phillips (1)     2002     36,000    ---            ---            ---         ---         ---           ---
Former President          2003      9,918    ---            ---            ---         ---         ---           ---
                          2004          0    ---            ---            ---         ---         ---           ---

Michael Silva (2)         2002     16,500    ---            ---            ---         ---         ---           ---
Chairman and CEO          2003     35,000    ---            ---            ---         ---         ---           ---
                          2004    120,000    ---            ---            ---         ---         ---           ---

Marlon Berrett (3)        2002     89,000    ---            ---            ---         ---         ---           ---
President and COO         2003     91,250    ---            ---            ---         ---         ---           ---
                          2004    105,000    ---            ---            ---         ---         ---           ---

Andrew Eberhardt          2002     36,000    ---            ---            ---         ---         ---           ---
Vice President            2003     55,000    ---            ---            ---         ---         ---           ---
                          2004     70,000    ---            ---            ---         ---         ---           ---
---------------
</TABLE>

         (1)  Mr. Phillips resigned as an officer of the Company in connection
              with the June 30, 2004 merger.

         (2)  Mr. Silva became on officer and director on June 30, 2004, in
              connection with the merger. Compensation prior to this date was
              paid to him by Dental Cooperative, Inc. Moreover, Mr. Silva is
              entitled to an annual salary of $240,000. Mr. Silva agreed to
              permanently waive salary amounts to which he was entitled because
              of the Company's lack of operating capital.

         (3)  Mr. Marlon Berrett became on officer and director on June 30,
              2004, in connection with the merger. Compensation prior to this
              date was paid to him by Dental Cooperative, Inc. Moreover, Mr.
              Berrett is entitled to an annual salary of $180,000. Mr. Berrett
              agreed to permanently waive salary amounts to which he was
              entitled because of the Company's lack of operating capital.

         (4)  Mr. Eberhardt became on officer on June 30, 2004, in connection
              with the merger. Compensation prior to this date was paid to him
              by Dental Cooperative, Inc. Moreover, Mr. Eberhardt is entitled to
              an annual salary of $120,000. Mr. Eberhardt agreed to permanently
              waive salary amounts to which he was entitled because of the
              Company's lack of operating capital.

         Mr. Brad Berrett acts as the Company's Chief Financial Officer as an
independent contractor and not as an employee. Under current arrangements, Mr.
Brad Berrett is paid a monthly fee for services rendered in the amount of
$4,000.

Compensation of Directors

         We paid no cash fees or other consideration to our directors for
service as directors during the last three fiscal years. We have made no
agreements regarding future compensation of directors. All directors are
entitled to reimbursement for reasonable expenses incurred in the performance of
their duties as members of the Board of Directors.

Employment Agreements

         We have entered into employment agreements with Michael Silva and
Marlon Berrett for terms expiring in July 2008. The employment agreements
provide that these officers shall receive (i) an annual salary of $240,000 and
$180,000, respectively, (ii) discretionary bonuses, and (iii) they may
participate in other benefits offered to Company employees generally.

                                       26
<PAGE>

Indemnification for Securities Act Liabilities

         Utah law authorizes, and our Bylaws and Articles of Incorporation
provide for, indemnification of our directors and officers against claims,
liabilities, amounts paid in settlement and expenses in a variety of
circumstances. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for directors, officers and controlling
persons pursuant to the foregoing, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

Compensation Committee Interlocks and Insider Participation

         None of our executive officers serve on our compensation committee (or
in a like capacity) or on the compensation committees of any other entity.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of June 15, 2005, for: (i) each
person who is known by us to beneficially own more than five percent of our
common stock, (ii) each of our directors, (iii) each of our Named Executive
Officers, and (iv) all directors and executive officers as a group. On June 15,
2005 the Company had 21,149,762(7) shares of Common Stock outstanding.

                                 Shares
       Name and Address       Beneficially   Percentage of
    of Beneficial Owner(1)      Owned(2)      Total(2)         Position
    ----------------------    ------------   -------------     --------

Michael Silva (3)               3,503,682       16.6%     CEO and Chairman

Marlon Berrett (4)              2,407,000       11.4%     President and director

Harry L. Peterson (5)           1,445,157        6.8%     Director

Andrew Eberhardt                1,080,668        5.1%     Vice President

Brad Berrett                      200,000           *     CFO

Executive Officers and
   Directors as a Group
   (5 persons)                  8,636,507       39.9%

LK Anderson Family (6)          1,865,737        8.8%
2848 N. Foothill Dr.
Provo, UT 84604

Jack Rasmussen                  1,309,111        6.2%
1667 E. Hidden Valley Club
Road
Sandy, UT 84092

* Less than 1%.
--------------

(1)      Except where otherwise indicated, the address of the beneficial owner
         is deemed to be the same address as the Company.
(2)      Beneficial ownership is determined in accordance with SEC rules and
         generally includes holding voting and investment power with respect to
         the securities. Shares of common stock subject to options or warrants
         currently exercisable, or exercisable within 60 days, are deemed
         outstanding for computing the percentage of the total number of shares
         beneficially owned by the designated person, but are not deemed
         outstanding for computing the percentage for any other person.

                                       27
<PAGE>

(3)      These shares are owned by Northshore Family Trust, an entity controlled
         by Mr. Silva.
(4)      Include 1,000,000 shares held by an affiliate of Mr. Berrett.
(5)      Includes 1,270,990 shares of common stock owned by PK Investments Ltd.
         and an entity controlled by Mr. Peterson.
(6)      Includes 645,737 shares owned directly by Mr. Lowell K. Anderson, an
         affiliate of LK Anderson Family.
(7)      Does not include shares subscribed for after March 31, 2005, but not
         issued, in a private offering conducted by the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

         The following table sets forth certain information with respect to
equity securities of the Company that are authorized for issuance as of the year
ended December 31, 2004.

Equity Compensation Plan Information

         The Company does not have any outstanding equity compensation plans.

Item 12. Certain Relationships and Related Transactions

         Since the inception of Dental Cooperative, Messrs. Michael Silva,
Marlon Berrett and Andrew Eberhardt each have advanced money to Dental
Cooperative to cover expenses of the Company. As of December 31, 2004 the
principal amount of these advances totaled $50,014 owed to Mr. Silva (comprised
of notes payable in the amount of $16,500 and other advances in the amount of
$33,514), $44,000 owed to Mr. Marlon Berrett (in the form of notes payable) and
$71,500 owed to Mr. Eberhardt (in the form of notes payable). Moreover, interest
has been accruing on the principal amounts the notes payable at the rate of 18%
per annum and an aggregate of $40,395 in accrued interest was owing on the notes
payable as of December 31, 2004. No interest is accruing on the other advances
in the principal amount of $33,514.

         The former secretary of the Company, is a partner in a law firm
rendering legal services to the Company. At December 31, 2004 the Company owed
this law firm a total of $78,511 for legal services performed through that date.
The Company continues to incur legal fees and costs with this law firm.

         Evolution Services, Inc. provides payroll and employee benefit services
to the Company. In June 2004, we entered into a control group relationship with
Evolution Services, Inc. whereby we provided Evolution an option to acquire 80%
of the outstanding stock of Dental Cooperative, Inc. Through this option, Dental
Cooperative can thereby participate in employee benefit and other services from
Evolution.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

         Listed on page 31 hereof.

Item 14.  Principal Accountant Fees and Services

Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our financial statements, review of
financial statements included in our quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal years ended December 31, 2004 and 2003
were $77,000 and $15,300, respectively.

                                       28
<PAGE>

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal years ended December 31, 2004 and 2003 were $5,938
and $0, respectively.

Tax Fees

         There were no fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended December 31, 2004 and 2003 .

All Other Fees

         There were no fees billed for products and services provided by the
principal accountant, other than those previously reported in this Item 14, for
the fiscal years ended December 31, 2004 and 2003.

Audit Committee

         The Company's Board of Directors functions as its audit committee. It
is the policy of the Company for all work performed by our principal accountant
to be approved in advance by the Board of Directors. All of the services
described above in this Item 14 were approved in advance by our Board of
Directors. No items were approved by the Board of Directors pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

                                   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.

                                            DENTAL PATIENT CARE AMERICA, INC.
                                            (Registrant)


                                            By  /s/ Michael Silva
Date: June 24, 2005                         ----------------------
                                            Michael Silva
                                            Chief Executive Officer and Director


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

    Signature                         Title                             Date
    ---------                         -----                             ----


/s/ Michael Silva       Chief Executive Officer, Chairman          June 27, 2005
------------------      and Director (Principal Executive
Michael Silva           Officer)



/s/ Brad Berrett       Chief Financial Officer (Principal          June 27, 2005
----------------       Financial and Accounting Officer)
Brad Berrett




                                       29
<PAGE>

/s/ Marlon Berrett     President, Chief Operating Officer          June 27, 2005
------------------     and Director
Malon Berrett, Ph.D.


/s/ Harry L. Peterson  Director                                    June 27, 2005
---------------------
Harry L. Peterson


                                       30
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
-----------                   ----------------------


2.1      Agreement and Plan of Reorganization as of January 22, 2004, by and
         among Mountain Oil, Inc., Mt. Oil Enterprises, Inc., Oakridge
         Resources, Inc., and Dental Cooperative, Inc. (Incorporated by
         reference to Exhibit 2.1 of the Company's Form 10-KSB, dated December
         31, 2004).

3(i).1   Amended and Restated Articles of Incorporation of Dental Patient Care
         America, Inc. (Incorporated by reference to Exhibit 3.1 of the
         Company's Form 10-KSB, dated December 31, 2004).

3(ii).1  Bylaws of Dental Patient Care America, Inc. (Incorporated by reference
         to Exhibit 3.2 of the Company's Form 10-KSB/A, dated December 31,
         2004).

10.1     Employment Agreement between Dental Patient Care America, Inc. and
         Michael Silva.

10.2     Employment Agreement between Dental Patient Care America, Inc. and
         Marlon Berrett.

10.3     Option Agreement between Dental Cooperative, Inc. and Evolution
         Services, Inc. (Incorporated by reference to Exhibit 10.3 of the
         Company's Form 10-KSB, dated December 31, 2004).

10.4     Indemnity Agreement between Oakridge Resources, Inc. and the Company,
         dated June __, 2005.

14.1     Code of Ethics (Incorporated by reference to Exhibit 14.1 of the
         Company's Form 10-KSB/A, dated December 31, 2003).

21.1     Schedule of subsidiaries (Incorporated by reference to Exhibit 21 of
         the Company's Form 10-KSB, dated December 31, 2004).

31.1     Certification by Michael Silva under Section 302 of the Sarbanes-Oxley
         Act of 2002.

31.2     Certification by Brad Berrett under Section 302 of the Sarbanes-Oxley
         Act of 2002

32.1     Certification of Michael Silva pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification of Brad Berrett pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       31
<PAGE>


DENTAL PATIENT CARE AMERICA, INC. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                         Page
                                                                         ----


Report of Independent Registered Public Accounting Firm                  F - 2


Consolidated Balance Sheet as of December 31, 2004                       F - 3

Consolidated Statements of Operations for the Years Ended
  December 31, 2004 and 2003                                             F - 4

Consolidated Statement of Stockholders' Deficit
  for the Years Ended December 31, 2004 and 2003                         F - 5

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2004 and 2003                                             F - 6

Notes to Consolidated Financial Statements                               F - 7


<PAGE>


                                                REPORT OF INDEPENDENT REGISTERED
                                                          PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of
Dental Patient Care America, Inc.



We have audited the  consolidated  balance sheet of Dental Patient Care America,
Inc. (a Utah  corporation)  and  subsidiaries  as of December 31, 2004,  and the
related consolidated  statements of operations,  stockholders' deficit, and cash
flows  for the years  ended  December  31,  2004 and  2003.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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 Dental Patient Care
America, Inc. and subsidiaries as of December 31, 2004, and the results of their
operations  and their cash flows for the years ended  December 31, 2004 and 2003
in conformity with U.S. generally accepted accounting principles.

The  consolidated  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the consolidated  financial statements,  the Company has incurred recurring
losses from operations,  a deficit in working capital and stockholders'  equity,
and  negative  cash  flows  from  operating  activities.   These  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/   Tanner LC

Salt Lake City, Utah
June 13, 2005



                                      F-2
<PAGE>

               Dental Patient Care America, Inc., and Subsidiaries
                           Consolidated Balance Sheet

                                December 31, 2004

               Assets
               ------

Current assets - accounts receivable                             $       71,866

Property and equipment, net                                               2,476
Other assets                                                                750
                                                                 ---------------

                                                                 $       75,092
                                                                 ---------------

--------------------------------------------------------------------------------
               Liabilities and Stockholders' Deficit
               -------------------------------------

Current liabilities:

   Cash overdraft                                                $        7,803
   Accounts payable, including amounts due related parties              112,286
   Accrued expenses                                                      14,415
   Related party accrued interest                                        40,395
   Insurance claim reserves                                              13,896
   Related-party notes payable and advances                             165,515
   Member deposit payable                                               115,770
                                                                 ---------------

                  Total current liabilities                             470,080
                                                                 ---------------

Commitments and contingencies                                                 -

Stockholders' deficit:

   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; 21,149,762 shares issued and outstanding              298,517

   Accumulated deficit                                                 (693,505)
                                                                 ---------------

                  Total stockholders' deficit                          (394,988)
                                                                 ---------------

                                                                 $       75,092
                                                                 ---------------


          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

               Dental Patient Care America, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2004 and 2003
------------------------------------------------------------------------------------------


                                                                2004              2003
                                                          --------------    --------------
<S>                                                       <C>               <C>
Revenues:
  Cooperative revenues (net of member incentives
     of $119,702 and $95,899, respectively                $      330,151    $      305,476
  Insurance revenues                                             184,722           134,194
                                                          --------------    --------------

                       Total revenues                            514,873           439,670
                                                          --------------    --------------

Costs and expenses:
     Insurance claims and direct costs                           185,427           121,976
    General and administrative                                   543,808           473,212
                                                          --------------    --------------

                        Total costs and expenses                 729,235           595,188
                                                          --------------    --------------

               Loss from operations                             (214,362)         (155,518)
                                                          --------------    --------------
Other income (expense):
   Interest income                                                16,978            22,171
   Related party interest expense                                (23,760)          (23,760)
                                                          --------------    --------------

               Net other expense                                  (6,782)           (1,589)
                                                          --------------    --------------
               Net loss before benefit (provision)
               for income taxes                                 (221,144)         (157,107)

Benefit (provision) for income taxes                                   -                 -
                                                          --------------    --------------

Net loss                                                  $     (221,144)   $     (157,107)
                                                          --------------    --------------

Net loss per common share
   - basic and diluted                                    $        (0.01)   $        (0.01)
                                                          --------------    --------------

Weighted average shares outstanding
  - basic and diluted                                         21,015,910        18,823,288
                                                          --------------    --------------

</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>


               Dental Patient Care America, Inc., and Subsidiaries
                 Consolidated Statement Of Stockholders' Deficit
                 For The Years Ended December 31, 2004 And 2003
<TABLE>
<CAPTION>

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


                                      Preferred Stock           Common Stock         Additional
                                   ------------------------------------------------   Paid-in     Accumulated
                                    Shares       Amount     Shares       Amount       Capital        Deficit         Total
                                   ----------------------------------------------------------------------------------------
<S>                                     <C>    <C>        <C>        <C>         <C>           <C>            <C>
Balance, January 1, 2003                -      $     -    8,479,644  $     8,480 $      8,037  $    (315,254) $   (298,737)

Common stock issued for services        -            -      190,000          190       56,810              -        57,000

Stock options exercised                 -            -      750,000          750      224,250              -       225,000

Recapitalization for
  Reverse merger                        -            -    9,403,644      289,097     (289,097)             -             -

Net loss                                -            -            -            -            -       (157,107)     (157,107)
                                   ----------------------------------------------------------------------------------------

Balance, December 31, 2003              -            -   18,823,288      298,517            -       (472,361)     (173,844)

Acquisition of Mountain Oil (MOLI)      -            -    2,326,474            -            -              -             -

Net loss                                -            -            -            -            -       (221,144)     (221,144)
                                   ----------------------------------------------------------------------------------------

Balance, December 31, 2004              -      $     -   21,149,762  $   298,517 $          -  $    (693,505) $   (394,988)
                                   ----------------------------------------------------------------------------------------
</TABLE>




          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>

               Dental Patient Care America, Inc., and Subsidiaries
                      Consolidated Statement of Cash Flows
                 For the Years Ended December 31, 2004 and 2003

--------------------------------------------------------------------------------
                                                          2004           2003
                                                     -------------- ------------

Cash flows from operating activities:
   Net loss                                          $   (221,144)  $  (157,107)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
        Depreciation                                          480           480
        Common stock issued for services                       -         57,000
        Decrease (increase) in:
          Restricted cash                                  39,431       (36,972)
          Accounts receivable                             (21,683)      (11,724)
          Other assets                                      1,840          (740)
        Increase (decrease) in:
          Accounts payable                                 42,398        31,037
         Accrued expenses                                   5,915       (47,355)
          Related party accrued interest                      247        40,148
          Insurance claim reserves                        (25,535)       36,941
          Cash overdraft                                    7,803             -
                                                     -------------- ------------

               Net cash used in
               operating activities                      (170,248)      (88,292)
                                                     -------------- ------------

Cash flows from investing activities-
   purchase of property and equipment                      (1,191)            -
                                                     -------------- ------------

Cash flows from financing activities:
   Proceeds from exercise of stock options                      -       225,000
   Proceeds from related party notes and advances          30,000
   Payments of related party notes and advances           (40,000)      (41,040)
                                                     -------------- ------------

               Net cash (used in) provided by
               financing activities                       (10,000)      183,960
                                                     -------------- ------------

Net change in cash and cash equivalents                  (181,439)       95,668

Cash at beginning of year                                 181,439        85,771
                                                     -------------- ------------
Cash at end of year                                  $          -   $   181,439
                                                     -------------- ------------


          See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>


               DENTAL PATIENT CARE AMERICA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   Summary of         Organization and Nature of Business
     Significant        Dental  Patient Care  America,  Inc.  (the  Company) was
     Accounting         organized in 1998 for the purpose of organizing dentists
     Policies           into a  cooperative  model  of  contractually  networked
                        practices,  allowing member dentists to access a variety
                        of benefits. These benefits include programs to purchase
                        supplies,   laboratory  and  other  operating  services,
                        insurance   and   employee   benefits   programs,    and
                        opportunities  for profit sharing  through this business
                        model.  Various  dental patient  marketing  programs are
                        also provided,  such as the  organization  of its member
                        dentists into a network,  which offers dental care plans
                        to  employers  and other  groups  through the  Company's
                        subsidiary  DentistDirect,  Inc.  under the  trade  name
                        "Dentist Direct".

                        On June 30, 2004,  Mountain Oil, Inc. (MOLI), a publicly
                        traded company,  changed its name to Dental Patient Care
                        America,  Inc. (DPCA), and executed a merger and plan of
                        share  exchange,  whereby  MOLI  agreed to  acquire  100
                        percent of the issued and  outstanding  shares of Dental
                        Cooperative,  Inc.  (DCI)  in  exchange  for  18,823,288
                        shares  (or  approximately  89%) of  MOLI's  issued  and
                        outstanding  common  stock.  Because  the  owners of DCI
                        became the principal shareholders of the Company through
                        the  merger,   DCI  is   considered   the  acquirer  for
                        accounting  purposes and this merger is accounted for as
                        a reverse acquisition or recapitalization of DCI.

                        In connection with the merger, DCPA issued stock options
                        to replace the outstanding DCI stock options at the time
                        of the merger.

                        Principles of Consolidation
                        As of the date of the  reverse  acquisition,  all assets
                        and liabilities related to the former operations of MOLI
                        were  spun  off  to the  former  shareholders  of  MOLI.
                        Therefore,  the consolidated financial statements do not
                        include any of the assets,  liabilities,  or  operations
                        related to the oil and gas business previously conducted
                        by MOLI.

                        The  consolidated   financial   statements  include  the
                        operations  of Dental  Patient Care  America,  Inc. (the
                        accounting  acquirer) and its wholly owned  subsidiaries
                        Dental Cooperative, Inc., DentistDirect, Inc. and Dental
                        Practice Transition,  Inc. Intercompany transactions and
                        balances have been eliminated in consolidation.

                        Going Concern
                        The accompanying financial statements have been prepared
                        assuming  that  the  Company  will  continue  as a going
                        concern. For the years ended December 31, 2004 and 2003,
                        the  Company  had  negative  cash flows  from  operating
                        activities, recurring operating losses, negative working
                        capital,  and negative  equity.  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.


                                      F-7

<PAGE>


1.   Summary of         During  2003  and  part  of  2004,  the  Company  had an
     Significant        agreement with an insurance underwriter that allowed the
     Accounting         Company  to  offer  its own  insurance  products  and to
     Policies           retain  the  difference  between  premiums  paid and the
     Continued          claims paid and fees to the  underwriter and third party
                        administrator for the plan without any obligation to the
                        Company for claims in excess of premiums. Early in 2004,
                        the third  party  insurer  lost its  ability to meet the
                        provisions  of the  agreement  and the  arrangement  was
                        terminated.   The  dental  plans   written   under  this
                        arrangement  were assumed by another  company  under the
                        same terms and  conditions.  The new agreement  provided
                        DentistDirect  the  ability to private  label the dental
                        plans  without  interrupting  the customer  relationship
                        with DentistDirect.  During 2004, the Company determined
                        to pay  certain  claims  covered by its prior  agreement
                        with  the   underwriter   in  order  to  facilitate  the
                        transition to the new underwriter.

                        Under the current  agreement,  DentistDirect  assumes no
                        underwriting  liability  and  receives  no revenue  from
                        underwriting  reserve  profits.  Thus while revenue from
                        dental  plan  activities  grew in  2004,  the  Company's
                        revenue and gross margin  markedly  declined during 2004
                        and zeroed out in the first quarter of 2005. The Company
                        is actively exploring  non-insurance products to be used
                        in  connection  with its  cooperative  panel  of  dental
                        providers and has begun  implementation  to grow patient
                        flow  to   participating   Cooperative   dentists  using
                        contract  agreements  to private  label its dental plans
                        and dental  panel.  It is the  intent of the  Company to
                        grow   the   name   "DentistDirect"   to   a   prominent
                        recognizable  identifier  in  the  quality  dental  plan
                        market.  There can be no  assurance,  however,  that the
                        Company will enter into such non-insurance  arrangements
                        or that it will be successful in the  development of its
                        non-insurance products.

                        Management's  plans  to  overcome  its  working  capital
                        deficit,  negative cash flows from operating  activities
                        and  recurring  operating  losses  include (1) continued
                        changes and  improvements  to its products and services,
                        (2)  expansion  of  its  member   population,   and  (3)
                        obtaining  either equity or debt  financing to allow the
                        Company  to  implement   membership   models  management
                        believes will increase membership  significantly.

                        There  can be no  assurance  that  the  Company  will be
                        successful  in its  plans to  achieve  profitably  or to
                        secure the required debt or equity financing.

                        Use of Estimates
                        The  preparation  of financial  statements in conformity
                        with  U.S.  generally  accepted  accounting   principles
                        requires  management to make  estimates and  assumptions
                        that   affect  the   reported   amounts  of  assets  and
                        liabilities and the disclosure of contingent  assets and
                        liabilities at the date of the financial  statements and
                        the reported amounts of revenues and expenses during the
                        reporting periods.



                                      F-8

<PAGE>


1.   Summary of         Concentration of Credit Risk
     Significant        Financial   instruments  that  potentially  subject  the
     Accounting         Company  to   concentration   of  credit  risk   consist
     Policies           primarily of accounts  receivable.  In the normal course
     Continued          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  cash in bank  deposit  accounts,
                        which at times may exceed federally insured limits.  The
                        Company has not  experienced any losses in such accounts
                        and believes it is not exposed to any significant credit
                        risk with respect to its cash.

                        Cash Equivalents
                        The Company considers all highly liquid debt instruments
                        with  initial  maturities  of three months or less to be
                        cash equivalents.

                        Accounts Receivable
                        Management  prepares its estimates of  receivables  from
                        member   dentists   by   reviewing   amounts   collected
                        subsequent to any accounting period and determining what
                        amount  should be recorded to the  previous  period.  No
                        allowance  for  doubtful  amounts is provided  since bad
                        debts  are   netted  in  the   estimates   of   accounts
                        receivable.

                        Impairment of Long-Lived Assets
                        The Company reviews its long-lived assets for impairment
                        whenever  events or  changes in  circumstances  indicate
                        that  the  carrying  amount  of the  assets  may  not be
                        recoverable based on an estimate of future  undiscounted
                        cash flows.  If the carrying  amount of an asset exceeds
                        its  estimated  future   undiscounted   cash  flows,  an
                        impairment  charge is recognized for the amount by which
                        the carrying  amount exceeds the estimated fair value of
                        the asset.  Impairment of long-lived  assets is assessed
                        at the  lowest  level for which  there are  identifiable
                        cash  flows.  As of  December  31,  2004 and  2003,  the
                        Company does not consider any of its  long-lived  assets
                        to be impaired.


                                      F-9

<PAGE>


1.   Summary of         Property and Equipment
     Significant        Property   and   equipment   are   recorded   at   cost.
     Accounting         Depreciation on property and equipment is computed using
     Policies           the straight-line method over the estimated useful lives
     Continued          of the  assets,  which  range from four to seven  years.
                        Maintenance,   repairs,  and  renewals,   which  neither
                        materially   add  to  the  value  of  the   assets   nor
                        appreciably  prolong their lives, are charged to expense
                        as  incurred.  Gains and  losses  from  dispositions  of
                        property and equipment are reflected in the statement of
                        operations.

                        Insurance Claim Reserves
                        Claim reserves  represent the estimated  liabilities for
                        claims  reported  plus claims  incurred but not reported
                        for  insurance  products.  Because  claim  reserves  are
                        estimates, management monitors the reserve adequacy over
                        time and  adjusts  claim  reserves  as  necessary.  Such
                        adjustments are reflected in current operations.

                        Revenue Recognition
                        The Company charges its member dentists membership fees,
                        marketing  fees for  referrals  provided by the Company,
                        and receives rebates from the suppliers for purchases of
                        dental  equipment  for its members.  These  revenues are
                        recognized  when payments are received since that is the
                        earliest   date   when   these   amounts   are   readily
                        determinable,  and  collection  is  reasonably  assured.
                        Amounts   received   prior  to  issuance  of   financial
                        statements  but  after  period  ending  dates  that  are
                        attributable  to prior  periods are recorded as accounts
                        receivable.  The Company pays incentives to it's members
                        to  recognize   significant   contributions   to  Dental
                        Cooperative, based largely on the growth in revenues and
                        resulting  fees to Dental  Cooperative.  These  fees are
                        accounted for as a reduction of Cooperative revenues.

                        Third  parties  contract  with  the  Company  to use the
                        Company's  panel of dentists as  providers.  The Company
                        charges a panel access fee.  Panel access fee revenue is
                        recognized monthly as access is provided since a binding
                        agreement  has been  entered  into,  services  have been
                        rendered,   the   price  is  fixed   and   determinable,
                        collection is reasonably  assured and the Company has no
                        significant obligations remaining.

                        Insurance  premiums are billed monthly and recognized as
                        revenue over the contract  period.  The Company designs,
                        markets and directs the  administration of its insurance
                        products.  It  insures  the  entire  claim  risk with an
                        insurance  company  and  contracts  with a  third  party
                        administrator for claims administration.

                        During  2003  and  part  of  2004,  the  Company  had an
                        agreement with an insurance underwriter that allowed the
                        Company  to  offer  its own  insurance  products  and to
                        retain  the  difference  between  premiums  paid and the
                        claims paid and fees to the  underwriter and third party
                        administrator for the plan without any obligation to the
                        Company for claims in excess of premiums.  Early in 2004
                        the third  party  insurer  lost its  ability to meet the
                        provisions  of the  agreement  and the  arrangement  was
                        terminated.   The  dental  plans   written   under  this
                        arrangement  were assumed by another  company  under the
                        same terms and  conditions.  The new agreement  provided
                        DentistDirect  the  ability to private  label the dental
                        plans  without  interrupting  the customer  relationship
                        with DentistDirect.  During 2004, the Company decided to
                        pay certain claims  covered by the prior  agreement with
                        the underwriter in order to facilitate the transition to
                        the new underwriter.

                        Under the  current  agreement  DentistDirect  assumes no
                        underwriting  liability  and  receives no  revenue.  The
                        Company   is   actively    exploring   and   negotiating
                        non-insurance products to be used in connection with its
                        cooperative  panel of dental providers and is attempting
                        to  grow  patient  flow  to  participating   Cooperative
                        dentists using contract  agreements to private label its
                        dental plans and dental panel.



                                      F-10

<PAGE>


1.   Summary of         Stock Based Compensation
     Significant        The Company accounts for stock-based  compensation under
     Accounting         the  recognition  and  measurement   principles  of  APB
     Policies           Opinion  No.  25,   Accounting   for  Stock   Issued  to
     Continued          Employees, and related interpretations,  and has adopted
                        the  disclosure   only   provisions  of  SFAS  No.  123,
                        "Accounting  for  Stock-Based   Compensation".   No  new
                        options  have been issued  during the periods  presented
                        ,consequently  pro  forma net loss  information  has not
                        been presented.

                        Earnings Per Share
                        Basic  earnings  (loss)  per  common  share  ("EPS")  is
                        calculated by dividing net loss by the weighted  average
                        number  of common  shares  outstanding  for the  period.
                        Diluted EPS is  calculated  by dividing  net loss by the
                        weighted  average  number of common shares  outstanding,
                        plus the  assumed  exercise of all  dilutive  securities
                        using the treasury  stock or "as converted"  method,  as
                        appropriate.  During  periods  of net loss,  all  common
                        stock  equivalents  are  excluded  from the  diluted EPS
                        calculation because they are antidilutive. There were no
                        common  stock  equivalents  outstanding  at December 31,
                        2004 and 2003. The Company had stock options outstanding
                        to purchase 264,000 and no shares,  respectively,  as of
                        December 31, 2004 and 2003.

2.  Property            Property and  equipment  consists of the following as of
    and                 December 31, 2004:
    Equipment
                        Furniture and equipment                     $  5,405
                        Less accumulated depreciation                 (2,929)
                                                                    ---------

                                                                    $ 2,476
                                                                    ---------

                        Depreciation  expense totaled $480 for each of the years
                        ended December 31, 2004 and 2003.

3.   Related-           The Company has unsecured notes and advances  payable to
     Party              certain officers and directors  totaling  $165,515 as of
     Transactions       December  31,  2004.  Of  these  amounts  $132,000  bear
                        interest at an annual rate of 18%, are due on demand and
                        are in default.  To date these parties have not demanded
                        payment.  As of December 31, 2004, $33,515  respectively
                        were non-interest bearing and due on demand.

                        The former  Corporate,  Secretary of the  Company,  is a
                        partner in a law firm  rendering  legal  services to the
                        Company.  At December 31, 2004 the Company owed this law
                        firm a total of $78,511, for representing legal fees and
                        costs advanced through that date. The Company  continues
                        to incur legal fees and costs with this law firm.



                                      F-11
<PAGE>


4.   Member             The  Company  has  entered  into  contingent  "affiliate
     Deposit Payable    agreements"  with dentist members that would provide for
                        increased  management  fees in return for the Company to
                        make loans to the dentist members.  These agreements are
                        contingent  upon the  Company  obtaining  financing  and
                        establishing   a  formal   policy  to  implement   these
                        provisions and issue the loans.

                        The member deposit payable in the  accompanying  balance
                        sheet  consists of a dentist  member's  deposit with the
                        Company  in  anticipation   of  the  Company   obtaining
                        financing  to  fund  the  affiliate  agreement.   As  of
                        December 31, 2004, the Company has not obtained  funding
                        and  holds  a  deposit  amount  of  $115,770  due to the
                        dentist member on demand.

5.   Commitments        Employment Agreements
     and                The Company  has  employment  agreements  with its Chief
     Contingencies      Executive  Officer  and Chief  Operating  Officer  which
                        obligate  the  Company  to  pay  an  aggregate   sum  of
                        approximately  $400,000  per  year  in  salaries,   plus
                        discretionary   bonuses,   beginning   June   1999   and
                        continuing   through  June  2004.  The  Chief  Executive
                        Officer and Chief  Operating  Officer  have  permanently
                        waived the Company's  obligation and any claims on these
                        agreements.

                        Operating Lease
                        The Company  leases  office  space and  equipment  under
                        cancelable month to month operating  leases.  Total rent
                        expense related to these operating  leases for the years
                        ended  December  31,  2004 and  2003  was  approximately
                        $39,800 and $38,000, respectively.

                        Environmental Contingencies
                        The Company was previously engaged in mining activities.
                        Mining  activities are subject to extensive  federal and
                        state laws and  regulations  designed  to  conserve  and
                        prevent the degradation of the  environment.  These laws
                        and regulations require obtaining various permits before
                        undertaking   certain  exploration   activities.   These
                        requirements   also  necessitate   significant   capital
                        outlays  and may  result in  liability  to the owner and
                        operator of the  property  for  damages  that may result
                        from specific  operations or from  contamination  of the
                        environment,  all of which may prevent the Company  from
                        continuing to operate. Should the Company become subject
                        to  any  such  liabilities,   it  could  materially  and
                        adversely affect its ability to continue its operations.
                        Management,   after  consultation  with  legal  counsel,
                        believes  that  any  potential  legal  actions  are  not
                        probable or estimable.


6.   Income             The  provision  (benefit)  for income taxes differs from
     Taxes              the amount  computed by applying the  statutory  federal
                        income tax rate to loss before  income  taxes as follows
                        at December 31:

                                                 2004             2003
                                          ----------------------------------
Federal income tax (provision)
  benefit at statutory rate               $        82,000   $        59,000
Change in valuation allowance                     (82,000)          (59,000)
                                          ----------------------------------

                                          $             -   $             -
                                          ----------------------------------



                                      F-13

<PAGE>


6.   Income             Deferred income tax assets  (liabilities)  are comprised
     Taxes              of the following as of December 31:
     Continued
                                                      2004            2003
                                                    -------------------------

                        Net operating loss          $  129,000      $  36,000
                        Insurance claim reserve          5,000         15,000
                        Other                           12,000         13,000
                        Valuation allowance           (146,000)       (64,000)
                                                    -------------------------

                                                    $         -     $      -
                                                    -------------------------

                        At December 31, 2004, the Company has net operating loss
                        carry forwards available to offset future taxable income
                        if any of  approximately  $345,000,  which will begin to
                        expire in 2019.  The  utilization  of the net  operating
                        loss carry  forwards is  dependent  upon the tax laws in
                        effect at the time the net operating loss carry forwards
                        can  be   utilized.   The   Tax   Reform   Act  of  1986
                        significantly  limits  the  annual  amount  that  can be
                        utilized for certain of these carry forwards as a result
                        of the changes in ownership.

                        A valuation  allowance  has been  recorded to offset the
                        net deferred tax asset because management has determined
                        that it is more  likely  than not that  they will not be
                        realized.

7.   Stock-Based        As of December 31, 2004,  the Company had 264,000 common
     Compensation       stock options outstanding.  The options were exercisable
                        at 2.50 per share and are all fully vested.



                                      F-14


<PAGE>

7.   Stock-Based        Changes in stock options were as follows:
     Continued
                                                      Shares        Exercise
                                                      Under           Price
                                                      Option          Range
                                              --------------------------------

Outstanding at January 1, 2003                       5,621,000   $  1.00 - 5.00
Exercised                                             (750,000)            0.30
(1) Expired or canceled                             (4,607,000)     0.30 - 2.25
                                              ----------------------------------

Outstanding at December 31, 2003                        264,000  $            -
Granted                                                       -            2.50
                                              ----------------------------------

Outstanding at December 31, 2004                        264,000  $         2.50
                                              ----------------------------------

                        (1)  adjustments to reflect the reverse merger (see note
                        1)

                        The following summarizes information about stock options
                        outstanding at December 31 2004:

                         Weighted
                         Average
            Number       Remaining      Weighted                     Weighted
Range of    of Options   Contractual    Average      Number          Average
Exercise    Out-         Life           Exercise     of Options      Exercise
Prices      standing     (Years)        Price        Exercisable     Price
--------------------------------------------------------------------------------

$ 2.50      264,000      4.50           $ 2.50        264,000         $  2.50



                                      F-15

<PAGE>


8.   Supplemental       During the years  ended  December  31, 2004 and 2003 the
     Disclosure of      Company  paid the  following  amounts for  interest  and
     Cash Flow          income taxes:
     Information
                                                 2004             2003
                                            ----------------------------------
                        Cash paid for:
                             Interest       $        23,512 $          17,272

                                            ----------------------------------
                             Income taxes   $             - $               -
                                            ----------------------------------

9.   Recent             On December 16, 2004, the Financial Accounting Standards
     Accounting         Board   ("FASB")   published   Statement   of  Financial
     Pronounce-         Accounting Standards No. 123 (Revised 2004), Share Based
     ments              Payment   ("SFAS   123R").   SFAS  123R   requires  that
                        compensation   cost  related  to   share-based   payment
                        transactions be recognized in the financial  statements.
                        Share-based  payment  transactions  within  the scope of
                        SFAS 123R include stock options, restricted stock plans,
                        performance-based awards, stock appreciation rights, and
                        employee  share purchase  plans.  The provisions of SFAS
                        123R are effective after December 15, 2005. Accordingly,
                        the Company will  implement the revised  standard in the
                        first  quarter  of  fiscal  year  2006.  Currently,  the
                        Company    accounts   for   its   share-based    payment
                        transactions  under the provisions of APB 25, which does
                        not require  the  recognition  of employee  compensation
                        cost  in  the   financial   statements.   Management  is
                        assessing the  implications of this revised standard and
                        the effect of the adoption of SFAS 123R on its financial
                        position, results of operations, and cash flows.

10.  Option             The   Company   has   entered   into  a  control   group
     Agreement          relationship  with a third  party,  Evolution  Services,
     with Evolution     Inc.  (Evolution) whereby Evolution was provided with an
     Services, Inc.     option to acquire 80% of the outstanding stock of Dental
                        Cooperative,    Inc.   Through   this   option,   Dental
                        Cooperative can thereby  participate in employee benefit
                        and  other  services  from  Evolution.  The terms of the
                        option allow Evolution to acquire 80% of the outstanding
                        shares for the current fair value of the Company as long
                        as the agreement is in force.  Since the option price is
                        always  equal to the  fair  value  of the  Company,  the
                        option  has no fair  market  value.  Consequently  these
                        amounts  have not been  included  in stock  compensation
                        disclosures.  Dental  Cooperative,  Inc.  holds  all the
                        employment  agreements  with the Company's  managers and
                        provides  benefits such as health  insurance to managers
                        and employees.

11.  Subsequent         During  January  2005,  the Company  initiated a private
     Event              placement  offering  to sell up to  2,000,000  shares of
                        common stock to accredited investors at $0.50 per share.
                        Through   June   13,   2005,   the   Company   has  sold
                        205,000shares for an aggregate of $410,000.  However, no
                        shares have been issued.



                                      F-16