SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

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

                            For the fiscal year ended
                            -------------------------
                                December 31, 2005

                             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.)

                2150 S. 1300 E., Suite 500
                   Salt Lake City, Utah                     84106
         ----------------------------------------         ----------
         (Address of principal executive offices)         (Zip Code)

                                 (801) 990-3311
               --------------------------------------------------
              (Registrant's telephone number, including area code)

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

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act: [ ].

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

State issuer's revenues for its most recent fiscal year: $446,638

The aggregate market value of the common stock held by non-affiliates (i.e.,
does not include directors, executive officers or ten percent stockholders
identified in Item 11 hereof) of the issuer as of March 20, 2006 was
approximately $10,582,779.

As of March 20, 2006, the issuer had 22,969,762 shares of common stock
outstanding.

<PAGE>

                        DENTAL PATIENT CARE AMERICA, INC.

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB

                          YEAR ENDED DECEMBER 31, 2005

                                     PART I

Item 1.     Description of Business............................................3
Item 2.     Description of Property...........................................11
Item 3.     Legal Proceedings.................................................11
Item 4.     Submission of Matters to a Vote of Security Holders...............11


                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters..........12
Item 6.     Management's Discussion and Analysis or Plan of Operation.........13
Item 7.     Financial Statements..............................................25
Item 8.     Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosures.......................................25
Item 8A.    Controls and Procedures...........................................25
Item 8B.    Other Information.................................................25

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
              Compliance With Section 16(a) of the Exchange Act...............26
Item 10.    Executive Compensation............................................27
Item 11.    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters.................................29
Item 12.    Certain Relationships and Related Transactions....................30
Item 13.    Exhibits..........................................................30
Item 14.    Principal Accountant Fees and Services............................30

                                       2
<PAGE>

                           Forward-Looking Statements

         When used in this Form 10-KSB, 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; failure to obtain adequate funding; 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
U.S. 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.

         U.S. 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 U.S. DentistDirect offerings. U.S. DentistDirect offers

                                       3
<PAGE>

dental benefit plans to employers as an employee benefit U.S. DentistDirect,
Inc., originally incorporated under the name "DentistDirect, Inc., changed its
name to reflect its intention to capture a national market, to "U.S.
DentistDirect, Inc.", on May 11, 2005.

         During the year ended December 31, 2005, we derived approximately 98%
of our revenue from our Dental Cooperative business and 2% of our revenues from
our DentistDirect insurance business. Our total revenue in 2005 (after netting
member incentives fees of $131,837 in accordance with EITF 01-09) was $446,638,
compared to $514,873 in 2004. The decrease in revenue resulted from a reduction
in our insurance revenues from $184,722 in 2004 compared to $11,026 in 2005.
This reduction is the result of our subcontracting the insurance component as
described below. Our cooperative revenues, however, increase from $330,151 to
$435, 612 in 2005.

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

         We are also developing 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. In November 2005, we signed a
non-binding terms sheet with Stillwater National Bank & Trust Company to provide
a revolving line of credit in an amount of up to $30,000,000. 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, which 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.

         Dental Cooperative

         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, 2005, 101 dentists were members of
Dental Cooperative. The following table shows the growth in the membership of
Dental Cooperative since the inception of Dental Cooperative:

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                2005      2004      2003      2002      2001     2000      1999      1998
                                ----      ----      ----      ----      ----     ----      ----      ----
<S>                             <C>        <C>       <C>       <C>       <C>      <C>       <C>       <C>
Members at year end:            101        94        71        63        61       58        54        52
</TABLE>

         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
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 52 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.

         DentistDirect

                  Benefit Plans

         Our DentistDirect dental benefit plans have also experienced continuing
growth since the start of this business in 2003, even though revenue and lives
covered, moved to our subcontractors during 2004. 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 for the customer.
The new agreement provided U.S. DentistDirect the ability to private label its
dental plans without interrupting the customer relationship with U.S.
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 agreements U.S. DentistDirect assumes no underwriting
liability and receives no revenue. Our income or gross margin from U.S.
DentistDirect markedly declined during 2004 and was eliminated during 2005, as
our insurance customers moved to our new underwriter. In August 2005, U.S.
DentistDirect, Inc., through its subcontractor (Qualified Benefit Services,
LLC), established a preliminary arrangement whereby dental insurance could be
offered under the DentistDirect name in select markets. American National
Insurance, one of the nations largest insurance carriers, was contracted to
underwrite the risks associated with claims exceeding the premiums and the
insurance product(s) are administered by Qualified Benefit Services, LLC. U.S.
DentistDirect, Inc. has no obligation in the event that claims exceed premiums.
The first insurance claim under these preliminary arrangements was processed on
August 18, 2005. U.S. DentistDirect, Inc. is still in the process of designing
the DentistDirect insurance products to be offered and how the DentistDirect
insurance products will operate. Mr. Pete Peterson, a director of the Company,
is affiliated with Qualified Benefit Services, LLC. Negotiations are now under
way where in U.S. DentistDirect, Inc. may receive up to 50% of net profits from
prospective subcontractors or joint ventures that carry the DentistDirect dental
plan products.

         The Company is actively exploring and negotiating subcontracts 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

                                       5
<PAGE>

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 and trade name 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.

         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.

                  Credit ID Account Cards

         U.S. DentistDirect, Inc. has been seeking to establish a method whereby
patients of dentists who are members of our Dental Cooperative could make
immediate payment for services rendered via a "DentistDirect" credit ID account
card for services rendered that are not covered by insurance. U.S.
DentistDirect, Inc., through two subcontractors (Qualified Benefit Services, LLC
and Dentist Direct, LLC) have established a prototype system whereby qualified
patients of dentists who are members of the Dental Cooperative can receive a
"DentistDirect" credit ID account card issued through MasterCard that allows
patients to pay for dental services through this credit arrangement at the time
services are rendered. The processing of the first DentistDirect credit ID
account card transaction was completed on August 18, 2005. To date, the Company
has not generated significant revenues under this arrangement.

         U.S. DentistDirect is still in the process of finalizing how the
DentistDirect credit ID account card arrangements will operate with Cooperative
members and their patients. Mr. Pete Peterson, a director of the Company, is
affiliated with Qualified Benefit Services, LLC and Dentist Direct, LLC.

                  72 Hour Claim Payment

         U.S. DentistDirect has also been seeking to establish a method whereby
members of the Dental Cooperative could receive payment for insurance claims
submitted for dental services rendered through a credit facilitator within three
business days from the date the insurance claims are submitted for payment. U.S.
DentistDirect, through two subcontractors (Qualified Benefit Services, LLC and
Dentist Direct, LLC) has established a prototype system to provide this service.
Under these arrangements claims for insurance reimbursements are submitted
through U.S. DentistDirect and its subcontractors. Within three business days,
U.S. DentistDirect and it subcontractors have arranged for an amount equal to
ninety-five percent (95%) of an approved insurance claim to be paid to the
Cooperative member. The funds to pay the Cooperative member are provided under a
credit arrangement with MasterCard. The processing of the first transaction
whereby funds were advanced to a Cooperative member under these arrangements was
completed on August 18, 2005. To date, the Company has not generated significant
revenues under this arrangement.

         U.S. DentistDirect is still in the process of finalizing how the
accelerated insurance claim payment arrangements will operate with Cooperative
members. As noted above, Mr. Pete Peterson, a director of the Company, is
affiliated with Qualified Benefit Services, LLC and Dentist Direct, LLC.

         Dental Practice Transition

         Our developing concept for Dental Practice Transition had no operations
in 2005. 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. We need funding before we can
commence this business. There is no assurance we will be successful in this new
business.


         In November 2005, we executed a non-binding terms sheet (the "Terms
Sheet") with Stillwater National Bank & Trust Company ("SNB"). The Terms Sheet
provides for a revolving line of credit in an amount of up to $30,000,000 to

                                       6
<PAGE>

finance loans to dentists and provide working capital. The line of credit would
be available for a five year period, guaranteed by the Company and secured by a
first lien and assignment of all loans made by Dental Practice Transition. All
loans by Dental Practice Transition would be subject to the approval of SNB, and
we would be subject to various financial covenants. The Terms Sheet is
non-binding, subject to completion of due diligence, definitive documentation
and other contingencies. We are in the process of trying to finalize these
arrangements. However, until definitive loan documentation is signed, there can
be no assurance that SNB will provide a line of credit on the terms described in
the Terms Sheet or on any other terms.

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 U.S. 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.

                                       7
<PAGE>

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.

         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.

         Dental Practice Transition

         We are aware of numerous banks and other lending institutions that will
compete with us in the funding of the acquisition of dental practices. We are
not aware of any potential competitors who are in the business of providing
funding and significant operational assistance for dental practices of retiring
dentists or dentists that are relocating. We believe that we are uniquely
positioned due to the operational assistance we can provide to a dental
practice. However, the dental market is highly competitive generally and
competition offering the same services as we are seeking to provide may develop.
Many of our potential competitors have longer operating histories, are
substantially larger and are better financed and better situated in the market
than we are. We cannot ensure we will be able to compete successfully against
any competitors in this or any other market.

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

                                       8
<PAGE>

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.

         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 U.S. DentistDirect conducts and will conduct its business.
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 U.S. 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. U.S. DentistDirect, Inc. currently outsources or subcontracts all
activities, which fall under regulatory and licensing obligations, to vendors
who are required by agreement to maintain current and approved status on all
licensing and regulatory requirements.

         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 U.S.
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

                                       9
<PAGE>

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.

         Dental Practice Transition

         Various state regulatory agencies and legislatures have past
legislation relating to the lending of money. Such legislation varies from state
to state and may regulate the rates at which interest can be charged, required
disclosures in connection with lending funds, collection practices, advertising
methods, and other lending practices. Failure to maintain regulatory compliance
could adversely affect our ability to conduct our dental practice transition
business and could result in the imposition of fines and penalties. In the
extreme case, it could result in our inability to conduct our dental practice
transition business in one or more states.

         We are also subject to the local and federal laws that are applicable
to businesses generally. In the future, we may be subject to additional or
different laws or regulations administered by the federal, state, local or
foreign regulatory authorities. We can neither predict the nature of such future
laws, regulations, interpretations or applications, nor what effect additional
governmental regulations or administrative orders, when and if promulgated,
would have on its business. They could, however, reduce our ability to import
product or impose additional record-keeping or other requirements on us. Any or
all such requirements could have a material adverse effect on our results of
operations, liquidity and financial position.

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
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.

                                       10
<PAGE>

         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 March 20, 2006, we employed two people on a full time basis, two
people 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.

Item 2.  Description of Property

         We have been in our current office space since September, 2005. Our
physical facilities are located in Salt Lake City, Utah, and consist of
approximately 1000 square feet of leased office space on a month to month basis.
Our lease also provides us with common area usage, and certain office support
services, such a receptionist and conference room services. We previously leased
comparable office space at a different location in the Salt Lake City. Our base
rental expense is approximately $4,000 per month and is subject to adjustment.
All leased space is considered to be adequate for the operation of our business,
and no difficulties are foreseen in meeting any future space requirements.

Item 3.  Legal Proceedings

         We are not involved in any legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to the vote of security holders for the
fourth quarter of the fiscal year ended December 31, 2005.

                                       11
<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.PK." 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 AOL. 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)
         -------------                               --------      -------

         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

         2005
         March 31..............................       $0.75         $0.35
         June 30...............................       $0.75         $0.45
         September 30..........................       $0.51         $0.25
         December 31...........................       $0.51         $0.15
         ------------
         (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 22,169,762 shares outstanding at December 31, 2005.

Holders of Record

         At March 20, 2006, there were approximately 365 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

         In October 2005, we commenced a private placement of up to 2,000,000
shares of restricted common stock at a purchase price of $.25 per share to
accredited and sophisticated investors. In November 2005, the Company received
proceeds of $50,000 in consideration for the issuance of 200,000 shares of
restricted common stock. The Company did not use an underwriter in connection
with this offering. The issuance of the common stock in the private offering was
exempt from registration under Section 4(2) and 4(6) of the Securities Act of
1933 and pursuant to Regulation D as promulgated under the Securities Act of
1933.

                                       12
<PAGE>

         In January 2006, the Company amended the private placement offering of
October 2005 to allow the Company to sell common stock to an accredited investor
at a price of $0.20 per share and, immediately following such sale, the offering
would be terminated. In January 2006, the Company sold 800,000 such shares of
restricted common stock for an aggregate of $160,000 to an accredited and
sophisticated investor and then terminated this private offering. The Company
did not use an underwriter in connection with this offering. The issuance of the
common stock in the private offering was exempt from registration under Section
4(2) and 4(6) of the Securities Act of 1933 and pursuant to Regulation D as
promulgated under the Securities Act of 1933.

         In December 2005, the Company issued 300,000 shares of common stock to
three individuals in consideration for services relating to establishing the
prototype DentistDirect credit ID payment system. during the fourth quarter of
2005, at a valuation of $0.20 per share. The Company did not use an underwriter
in connection with this offering. The issuance of the common stock in the
private offering was exempt from registration under Section 4(2) of the
Securities Act of 1933 and pursuant to Regulation D as promulgated under the
Securities Act of 1933.

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 earned revenue from our dental benefit plan offerings as a result of
premium and related payments and incurred losses since revenues were less than
claims and fees paid out or accrued during the measurement period in 2003, 2004
and part of 2005.

         Under our Dental Patient Transition model, we anticipate earning
revenue by retaining approximately forty percent of the margin from dental
practices that we finance.

         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 U. S DentistDirect, Inc. the ability to private label
the dental plans without interrupting the customer relationship with U.S.
DentistDirect, Inc. 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.

                                       13
<PAGE>

         Under the current agreements, U.S. DentistDirect, Inc. assumes no
underwriting liability and receives no revenue. Our income or gross margin from
U.S. DentistDirect, Inc. markedly declined during 2004 and was eliminated during
2005 as our insurance customers moved to our new subcontracted vendors . In
August 2005, U.S. DentistDirect, Inc., through its subcontractor (Qualified
Benefit Services, LLC), established a preliminary arrangement whereby dental
insurance could be offered under the DentistDirect name in select markets.
American National Insurance, one of the nations largest insurance carriers, was
contracted to underwrite the risks associated with claims exceeding the premiums
and the insurance product(s) would be administered by Qualified Benefit
Services, LLC. U.S. DentistDirect, Inc. has no obligation in the event that
claims exceed premiums. The first insurance claim under these preliminary
arrangements was processed on August 18, 2005. U.S. DentistDirect, Inc. is still
in the process of designing the DentistDirect insurance products to be offered
and how the DentistDirect insurance products will operate. Mr. Pete Peterson, a
director of the Company, is affiliated with Qualified Benefit Services, LLC.
Negotiations are now under way where in U.S. DentistDirect, Inc. may receive up
to 50% of net profits from prospective subcontractors or joint ventures that
carry the DentistDirect dental plan products.

         The Company is actively exploring and negotiating subcontracts 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 and trade name 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
subcontracted products.

Financial Position

         We had $45,201 in cash as of December 31, 2005. Our working capital
deficit as of December 31, 2005 was $303,158, compared to $398,214 at December
31, 2004. 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.

 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

         We charge our member dentists membership fees, marketing fees for
referrals provided by us, 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 us to use our panel of dentists as
providers. We charge 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 we have no significant obligations remaining.

                                       14
<PAGE>

         Insurance premiums are billed monthly and recognized as revenue over
the contract period. We design, market and direct the administration of its
insurance products. We insure the entire claim risk with an insurance company
and contracts with a third party administrator for claims administration.

         During 2003, 2004 and part of 2005, we had an agreement with an
insurance underwriter that allowed us to offer our 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
us 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
U.S. DentistDirect, Inc. the ability to private label the dental plans without
interrupting the customer relationship with U.S. DentistDirect, Inc. During
2004, we 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 U.S. DentistDirect, Inc. assumes no
underwriting liability and receives no revenue. The Company is actively
exploring and negotiating subcontracts 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.

         Stock Based Compensation

         We account 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 us to record compensation expense equal to the fair
value of stock options granted to employees, beginning in the first quarter of
2006. We anticipate valuing such stock options using the Black Scholes
option-pricing model.

Years Ended December 31, 2005 and 2004

         Our dental practice management revenues, referred to as "cooperative
revenues" in the financial statements, were $435,612 for 2005 as compared to
$330,151 for 2004. 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 $131,837 for 2005 as compared to $119,702 for
2004. 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

                                       15
<PAGE>

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 $11,026 for 2005 as compared to
$184,722 for 2004. Insurance claims and direct costs were $12,967 for 2005 as
compared to $185,427 for 2004. This reduction is the result of our
subcontracting the insurance component to our subcontractors as described
elsewhere herein.

         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 $684,730 for 2005 as
compared to $543,808 for 2004. The increase in G&A expenses is primarily due to
increased in professional service fees to our accountants and lawyers.
Management permanently waived approximately $260,000 in salaries in 2005 and
$245,000 in salaries in 2004. Management may not be willing to waive salaries in
the future.

         Net other expense was $23,517 for 2005 as compared to $6,782 for 2004.
The reason for the increase in other expense was a decrease in net interest
income under our prior Associate Member Dentists arrangements. The interest
bearing Associate Member Dentist arrangements were completely phased out in
April 2005.

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 $221,486 during 2005 as compared to $178,051 during 2004. We also
received $268,682 in cash from financing activities in 2005. As of December 31,
2005, our working capital deficit was $303,158 and we had $45,201 of cash on
hand.

         As of December 31, 2005, we have current assets of $107,113 as compared
to $71,866 as of December 31, 2004. Our current assets increased as a result of
funds received through financing activities. Our current liabilities of $410,271
are lower than the balance of $470,080 at December 31, 2004. The reduction in
current liabilities is primarily the result of elimination of insurance reserves
and reductions in related party indebtedness and accrued interest thereon, and
payments to our professional service providers. This adverse ratio of current
assets to current liabilities results in technical insolvency under most
definitions.

         We choose to continue to distribute Dental Cooperative member
incentives in 2005, because 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.

                                       16
<PAGE>

         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.

         In November 2005, we executed a non-binding terms sheet (the "Terms
Sheet") with Stillwater National Bank & Trust Company ("SNB"). The Terms Sheet
provides for a revolving line of credit in an amount of up to $30,000,000 to
finance loans to dentists and provide working capital. The line of credit would
be available for a five year period, guaranteed by the Company and secured by a
first lien and assignment of all loans made by Dental Practice Transition. All
loans by Dental Practice Transition would be subject to the approval of SNB, and
we would be subject to various financial covenants. The Terms Sheet is
non-binding, subject to completion of due diligence, definitive documentation
and other contingencies. We are in the process of trying to finalize these
arrangements. However, until definitive loan documentation is signed, there can
be no assurance that SNB will provide a line of credit on the terms described in
the Terms Sheet or on any other terms.

         As of March 20, 2006, 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.

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 SFAS No.123 (revised 2004),
"Share-Based Payment". Statement 123(R) will provide investors and other users
of financial statements with more complete and neutral financial information by
requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. Statement
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. Statement 123(R)
replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
Statement 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions with
employees. However, that Statement permitted entities the option of continuing
to apply the guidance in Opinion 25, as long as the footnotes to financial
statements disclosed what net income would have been had the preferable
fair-value-based method been used. Public entities (other than those filing as
small business issuers) will be required to apply Statement 123(R) as of the
first interim or annual reporting period that begins after June 15, 2005. The
Company has not yet evaluated the impact of adoption of this pronouncement.

                                       17
<PAGE>

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.

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 $968,081 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

                                       18
<PAGE>

         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.

         Our dental benefits plan business depends on the member dentists that
U.S. DentistDirect, Inc. 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.

                                       19
<PAGE>

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:
<TABLE>
<CAPTION>
                                2005      2004      2003      2002      2001     2000      1999      1998
                                ----      ----      ----      ----      ----     ----      ----      ----
<S>                              <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>
Members at year end:             101       94        71        63        61       58        54        52
</TABLE>

         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.

         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 112 dentists have signed Associate Member
agreements with Dental Cooperative. This number compares with the 101 dentists
who are currently members. This attrition can be explained by a number of
reasons, including retirements, moves and withdrawals,. 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

                                       20
<PAGE>

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 $274,576 in 2005 as compared to a net loss of $221,144 in 2004.

         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.

         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.

                                       21
<PAGE>

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.

         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 34% 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.

         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

                                       22
<PAGE>

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.

         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

                                       23
<PAGE>

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
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.

                                       24
<PAGE>

         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.

         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.

         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 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         During the year ended December 31, 2005, we have not disagreed with our
independent registered public accounting firm on any items of accounting
treatment or financial disclosure.

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, 2005, pursuant to
Exchange Act Rule 15d-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of December 31, 2005, our
disclosure controls and procedures are effective.

         There have been no significant changes in our internal control over
financial reporting that occurred during our most recently completed fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting, or other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation.

Item 8B. Other Information

         None

                                       25
<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 March 20, 2006.
<TABLE>
<CAPTION>
                                                                Director         With the
    Name                   Age         Position               Term Expires     Company Since
    ----                   ---         --------               ------------     -------------
<S>                        <C>    <C>                             <C>              <C>
Michael Silva              54     CEO and Chairman                2006             2004

Marlon Berrett             64     President and Director          2006             2004

Harry L. "Pete" Peterson   61     Director                        2006             2001

Andrew Eberhardt           34     Vice President                                   2004

Brad Berrett               51     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. His term as a director expires at the next annual
meeting of shareholders. 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. His term as a director expires at
the next annual meeting of shareholders. 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. His term as a
director expires at the next annual meeting of shareholders. 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

                                       26
<PAGE>

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.

         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 the third
director is an officer of a subsidiary of the Company so that none of our
directors are considered "independent" as defined by Rule 4200(a) of the NASD's
Marketplace Rules. 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 ten occasions during 2005.

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, 2005 (the "Named Executive Officers").


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

                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                   SUMMARY COMPENSATION TABLE

                                           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>
Michael Silva (1)           2003      35,000    ---            ---            ---         ---         ---           ---
Chairman and CEO            2004     120,000    ---            ---            ---         ---         ---           ---
                            2005     120,000    ---            ---            ---         ---         ---           ---

Marlon Berrett (2)          2003      91,250    ---            ---            ---         ---         ---           ---
President and COO           2004     105,000    ---            ---            ---         ---         ---           ---
                            2005      90,000    ---            ---            ---         ---         ---           ---

Andrew Eberhardt (3)        2003      55,000    ---            ---            ---         ---         ---           ---
Vice President              2004      70,000    ---            ---            ---         ---         ---           ---
                            2005      60,000    ---            ---            ---         ---         ---           ---
</TABLE>
---------------
(1) 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. 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.

(2) 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., 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.

(3) 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. 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.

                                       28
<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 March 20, 2006, 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 March 20,
2006 the Company had 22,969,762 shares of Common Stock outstanding.

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

Michael Silva (3)                2,768,682     12.1%      CEO and Chairman

Marlon Berrett (4)               2,357,000     10.3%      President and director

Harry L. Peterson (5)            1,445,157      6.3%      Director

Andrew Eberhardt                 1,080,668      4.7%      Vice President

Brad Berrett                       200,000       *        CFO

Executive Officers and
  Directors as a Group
  (5 persons)                    7,851,507     34.2%

LK Anderson Family (6)           1,995,737      8.7%
2848 N. Foothill Dr.
Provo, UT 84604

Jack Rasmussen                   1,309,111      5.7%
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

                                       29
<PAGE>

    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.
(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.

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, 2005 the
principal amount owed to Mr. Silva was $16,500 (in the form of a note payable),
the principal amount of $44,000 was owed to Mr. Marlon Berrett (in the form of
notes payable) and the principal amount of $71,500 was 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 $25,395 in accrued interest was owing on the notes payable as of
December 31, 2005.

         The former secretary of the Company, is a partner in a law firm
rendering legal services to the Company. At December 31, 2005 the Company owed
this law firm a total of $56,125 for legal services performed through that date.
In March 2005, this law firm agreed to compromise the amount owing in exchange
for payments totaling $38,845.

         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.

         DentistDirect is subcontracting with Qualified Benefit Services, LLC to
established an arrangement whereby dental insurance could be offered under the
DentistDirect name in select markets. DentistDirect is subcontracting through
Qualified Benefit Services, LLC and Dentist Direct, LLC to (i) allow dentists to
receive immediate payment for services rendered through a credit ID account card
and (ii) establish a method whereby dentists could receive payment for insurance
claims submitted for dental services rendered through a credit facilitator
within three business days from the date the insurance claims are submitted for
payment. These arrangements are still in the process of finalizing. Mr. Pete
Peterson, a director of the Company, is affiliated with Qualified Benefit
Services, LLC and Dentist Direct, LLC.

Item 13. Exhibits and Reports on Form 8-K

Exhibits

         Listed on page 33 hereof.

Item 14. Principal Accountant Fees and Services

Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountants for the audits of our financial statements, review of
financial statements included in our quarterly reports and other fees that are

                                       30
<PAGE>

normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal years ended December 31, 2005 and 2004
were $61,400 and $86,000, respectively.

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountants 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, 2005 and 2004
were $0 and $4,000, respectively.

Tax Fees

         There were no fees billed for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning for the
fiscal years ended December 31, 2005 and 2004.

All Other Fees

         The aggregate fees billed for all other fees by the principal
accountants, other than those previously reported in this Item 14, for the
fiscal years ended December 31, 2005 and 2004 were $2,120 and $745,
respectively.

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)



Date: April 4, 2006                      By  /s/ Michael Silva
                                           ------------------------------------
                                           Michael Silva
                                           Chief Executive Officer and Director

                                       31
<PAGE>

         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        April 4, 2006
----------------------- and Director (Principal Executive
Michael Silva           Officer)



 /s/ Brad Berrett        Chief Financial Officer (Principal      April 4, 2006
-----------------------  Financial and Accounting Officer)
Brad Berrett

<PAGE>

 /s/ Marlon Berrett       President, Chief Operating             April 4, 2006
------------------------  Officer and Director
Malon Berrett, Ph.D.


 /s/ Harry L. Peterson     Director                              April 4, 2006
--------------------------
Harry L. Peterson

                                       32
<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   Articles of Incorporation of Dental Patient Care America, Inc.
         ((Incorporated by reference to Exhibit 3 of the Company's Registration
         Statement on Form SB-2 filed May 25, 2000 (File No. 333-37842)).

3(i).2   Amendment to the Articles of Incorporation of Dental Patient Care
         America, Inc. ((Incorporated by reference to Exhibit 3 of the Company's
         Registration Statement on Form SB-2 filed May 25, 2000 (File No.
         333-37842)).

3(i).3   Articles of Amendment to the Articles of Incorporation of Dental
         Patient Care America, Inc.

3(ii).1  Bylaws of Dental Patient Care America, Inc. ((Incorporated by reference
         to Exhibit 3 of the Company's Registration Statement on Form SB-2 filed
         May 25, 2000 (File No. 333-37842)).

10.1     Employment Agreement between Dental Patient Care America, Inc. and
         Michael Silva (Incorporated by reference to Exhibit 10.1of the
         Company's Form 10-KSB/A, dated December 31, 2004).

10.2     Employment Agreement between Dental Patient Care America, Inc. and
         Marlon Berrett (Incorporated by reference to Exhibit 10.1 of the
         Company's Form 10-KSB/A, dated December 31, 2004).

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 (Incorporated by reference to Exhibit 10.4 of the
         Company's Form 10-KSB/A, dated December 31, 2004).

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.

                                       33
<PAGE>

DENTAL PATIENT CARE AMERICA, INC. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                       Page


Report of Independent Registered Public Accounting Firm -
  HJ & Associates, LLC                                                 F - 2

Report of Independent Registered Public Accounting Firm -
  Tanner LC                                                            F - 3

Consolidated Balance Sheet as of December 31, 2005                     F - 4

Consolidated Statements of Operations for the Years Ended
  December 31, 2005 and 2004                                           F - 5

Consolidated Statement of Stockholders' Deficit
  for the Years Ended December 31, 2005 and 2004                       F - 6

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2005 and 2004                                           F - 7

Notes to Consolidated Financial Statements                             F - 8

                                      F-1
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Shareholders of
Dental Patient Care America, Inc.
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Dental Patient
Care America, Inc. as of December 31, 2005, and the related consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended. 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 audit.

We conducted our audit in accordance with 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Dental
Patient Care America, Inc. as of December 31, 2005, and the results of their
operations and their cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.

The accompanying consolidated financial statements 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's operating losses and lack of
working capital raise substantial doubt about its ability to continue as a going
concern. Management's plans concerning 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/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 23, 2006

                                       F-2
<PAGE>

                         REPORT OF INDEPENDENT REGISTERD
                             PUBLIC ACCOUNTING FIRM



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


We have audited the consolidated statements of operations, stockholders'
deficit, and cash flows of Dental Patient Care America, Inc. (a Utah
corporation) and subsidiaries for the year ended December 31, 2004. 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 audit.

We conducted our audit 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 audit provides 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 year ended December 31, 2004 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, UT
June 13, 2005

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                       Dental Patient Care America, Inc.
                                           Consolidated Balance Sheet
                                                December 31, 2005



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


                                                Assets
<S>                                                                                              <C>
Current assets:
Cash                                                                                             $   45,201
Accounts receivable                                                                                  59,912
Advances                                                                                              3,000
                                                                                          ------------------

Total current assets                                                                                107,113

Property and equipment, net                                                                           2,844
Other assets                                                                                            750
                                                                                          ------------------

                                                                                                 $  110,707
                                                                                          ==================

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


                                 Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable                                                                                 $  122,457
Accrued expenses                                                                                     14,649
Related-party accrued interest                                                                       25,395
Related-party notes payable and advances                                                            132,000
Member deposit payable                                                                              115,770
                                                                                          ------------------

Total current liabilities                                                                           410,271
                                                                                          ------------------

Total Liabilities                                                                                   410,271
                                                                                          ------------------

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; 22,169,762 shares issued and outstanding                                             668,517
Accumulated deficit                                                                                (968,081)
                                                                                          ------------------

Total stockholders' deficit                                                                        (299,564)
                                                                                          ------------------

                                                                                                 $  110,707
                                                                                          ==================


------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                             F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        Dental Patient Care America, Inc.
                                      Consolidated Statements of Operations

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

                                                                             Years Ended
                                                                             December 31,
                                                               ----------------------------------------
                                                                     2005                   2004
                                                               -----------------      -----------------
<S>                                                                 <C>                    <C>
Cooperative revenues (net of member incentives of
  $131,837 and $119,702, respectively)                              $   435,612            $   330,151
Insurance revenues                                                       11,026                184,722
                                                               -----------------      -----------------
                         Total revenues                                 446,638                514,873
                                                               -----------------      -----------------

Costs and Expenses:
Insurance claims and direct costs                                        12,967                185,427
General and administrative expense                                      684,730                543,808
                                                               -----------------      -----------------
                         Total Costs and expenses                       697,697                729,235
                                                               -----------------      -----------------

Loss from operations                                                   (251,059)              (214,362)
                                                               -----------------      -----------------

Other income (expense):
Other income                                                              5,175                      -
Interest income/(expense), net                                           (4,932)                16,978
Related party interest expense                                          (23,760)               (23,760)
                                                               -----------------      -----------------

Net other expense                                                       (23,517)                (6,782)
                                                               -----------------      -----------------

Loss before benefit
for income taxes                                                       (274,576)              (221,144)

Income tax benefit (provision)                                                -                      -
                                                               -----------------      -----------------

Net loss                                                            $  (274,576)           $  (221,144)
                                                               =================      =================

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

Weighted average shares outstanding
  - basic and diluted                                                21,541,095             21,015,910
                                                               =================      =================


--------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                         F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                Dental Patient Care America, Inc.
                                        Consolidated Statements of Stockholder's Deficit


                                        Preferred Stock               Common Stock
                                   -------------------------------------------------------     Accumulated
                                     Shares         Amount        Shares         Amount          Deficit        Total
                                   -----------    -----------   ------------   -----------    ------------  ------------
<S>                                 <C>             <C>          <C>             <C>            <C>           <C>
Balance, December 31, 2003                  -       $      -     18,823,288      $298,517       $(472,361)    $(173,844)

Acqusition 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)

Common Stock Issued for Cash                -              -        720,000       310,000               -       310,000

Common Stock Issued for Services            -              -        300,000        60,000               -        60,000

Net Loss                                    -              -              -             -        (274,576)     (274,576)
                                   -----------    -----------   ------------   -----------    ------------  ------------
Balance, December 31, 2005                  -       $      -     22,169,762      $668,517       $(968,081)    $(299,564)
                                   ===========    ===========   ============   ===========    ============  ============

------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements                                                          F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        Dental Patient Care America, Inc.
                                      Consolidated Statements of Cash Flows

                                                                        Year Ended December 31,
                                                                ----------------------------------------
                                                                      2005                   2004
                                                                -----------------      -----------------
<S>                                                                   <C>                    <C>
Cash flows from operating activities:

Net loss                                                              $ (274,576)            $ (221,144)
Adjustments to reconcile net loss to net
  cash used in operating activities:
Depreciation                                                               1,627                    480
Common stock issued for services                                          60,000                      -
Decrease (increase) in:
Restricted cash                                                                -                 39,431
Accounts receivable                                                        9,954                (21,683)
Prepaid and other assets                                                       -                  1,840
Increase (decrease) in:
Accounts payable                                                          10,171                 42,398
Accrued liabilities                                                          234                  5,915
Related party accrued interest                                           (15,000)                   247
Insurance claim reserves                                                 (13,896)               (25,535)
                                                                -----------------      -----------------

Net cash used in operating activities                                   (221,486)              (178,051)
                                                                -----------------      -----------------

Cash flows used in investing activities:

Purchase of property and equipment                                        (1,995)                (1,191)
                                                                -----------------      -----------------

Net cash used in investing activities                                     (1,995)                (1,191)
                                                                -----------------      -----------------

Cash flows from financing activities:

Proceeds from issuance of stock                                          310,000                      -
Proceeds from related party notes and advances                            32,005                 30,000
Payments of related party notes and advances                             (65,520)               (40,000)
Cash Overdraft                                                            (7,803)                 7,803
                                                                -----------------      -----------------

Net cash provided by (used in)
  financing activities                                                   268,682                 (2,197)
                                                                -----------------      -----------------

Net increase (decrease) in cash                                           45,201               (181,439)

Cash at beginning of year                                                      -                181,439
                                                                -----------------      -----------------

Cash at end of year                                                   $   45,201             $        -
                                                                =================      =================


----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                           F-7
</TABLE>
<PAGE>

               DENTAL PATIENT CARE AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


Note 1 - Summary of Significant Accounting Policies

Organization and Nature of Business

Dental Patient Care America, Inc. (the Company) was organized in 1998 for the
purpose of organizing dentists into a cooperative model of contractually
networked practices, allowing member dentists to access a variety of benefits.
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 U.S. 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., U.S. 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, 2005
and 2004, 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.

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

                                      F-8
<PAGE>

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 U.S. DentistDirect the ability to private label the dental
plans without interrupting the customer relationship with U.S. DentistDirect.
During 2004 and 2005, 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. During 2005, the Company completed the transition to the
new underwriter, adjudicated all remaining claims, and therefore reflects no
reserves for further claim liability at December 31, 2005.

Under the current agreement, U.S. 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 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 "U.S. 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.

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.

Concentration of Credit Risk
----------------------------

Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of accounts receivable. In the normal course of
business, the Company provides credit terms to its customers. Accordingly, the
Company performs ongoing credit evaluations of its customers and maintains
allowances for possible losses which, when realized, have been within the range
of management's expectations.

The Company maintains 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.

                                      F-9
<PAGE>

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, 2005 and 2004, the Company does not consider any of
its long-lived assets to be impaired.

Property and Equipment
----------------------

Property and equipment are recorded at cost. Depreciation on property and
equipment is computed using the straight-line method over the estimated useful
lives 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. As mentioned previously, the Company has completed its transition of
its insurance plans during 2005 to a new underwriter, and therefore has no
liability for further claims at December 31, 2005.

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

Revenue Recognition
-------------------

Under an agreement with its previous insurance underwriter, the Company
contracted with third parties to use the Company's panel of dentists as
providers. The Company charged a panel access fee. Panel access fee revenue was
recognized monthly as access was provided since a binding agreement had been
entered into, services had been rendered, the price was fixed and determinable,
collection was reasonably assured and the Company had no significant obligations
remaining. The Company has no such agreement with its current underwriter and
accordingly recognized no panel access fee revenue during 2005.

During 2003 and part of 2004, the Company had an agreement with an insurance
underwriter that allowed the Company to design, market, and 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.
Under this agreement, all remaining premium collection ceased in the third
quarter of 2005. Insurance premiums were billed monthly and recognized as
revenue over the contract period. 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
U.S. DentistDirect the ability to private label the dental plans without
interrupting the customer relationship with U.S. DentistDirect. During 2004 and
2005, 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. During 2005, the Company completed the transition to the new
underwriter, adjudicated all remaining claims, and therefore reflects no
reserves for further claim liability at December 31, 2005.

                                      F-10
<PAGE>

Under the current agreement, U.S. 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.

Stock Based Compensation
------------------------

The Company accounts for stock-based compensation 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 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. The Company had stock options
outstanding to purchase 264,000 and no shares, respectively, as of December 31,
2005 and 2004 which are deemed to be common stock equivalents.

Note 2 - Stock Transactions

During January 2005, the Company initiated a private placement offering to sell
up to 2,000,000 shares of common stock to accredited investors at $0.50 per
share. Through June 25, 2005 the company had sold 520,000 shares for an
aggregate of $260,000. This private placement offering was closed effective June
25, 2005. The Company initiated a second private placement offering during
October of 2005 to sell up to 2,000,000 shares of common stock to accredited
investors at $0.25 per share. During the fourth quarter of 2005, 200,000 such
shares were issued for an aggregate of $50,000. The Company additionally issued
300,000 shares of common stock in exchange for services during the fourth
quarter of 2005, at a valuation of $0.20 per share.

Note 3 - Property and Equipment

Property and equipment consists of the following as of December 31, 2005:

         Furniture and Equipment                            $       7,400
         Less: Accumulated Depreciation                            (4,556)
                                                            -------------
                                                            $       2,884
                                                            =============

Depreciation expense totaled $1,627 for the year ended December 31, 2005, and
$480 for the year ended 2004.

The Company has unsecured notes payable to certain officers and directors
totaling $132,000 as of December 31, 2005. These amounts bear interest at an
annual rate of 18%, are due on demand and are in default. To date these parties
have not demanded payment.

Note 4 - Related Party Transactions

The former Corporate Secretary of the Company, is a partner in a law firm which
had previously rendering legal services to the Company. At December 31, 2005 the
Company remained indebted to this law firm a total of $56,125, representing
legal fees and costs advanced through that date. The Company no longer continues

                                      F-11
<PAGE>

to incur legal fees and costs with this law firm, and has entered into an
agreement to pay a negotiated sum of $38,845 in installment payments during the
first half of 2006 in full settlement of this obligation.

Note 5 - Member Deposit Payable

The Company has entered into contingent "affiliate 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, 2005,
the Company has not obtained funding and holds a deposit amount of $115,770 due
to the dentist member on demand.

Note 6 - Commitments and Contingencies

Employment Agreements
---------------------

The Company has employment agreements with its Chief 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 arising before December 31, 2005 under 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, 2005 and 2004 was approximately $43,657 and $39,800,
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.

Note 7 - Income Taxes

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

                                                2005              2004
                                          ----------------  ----------------

Book Loss                                   $    (107,085)    $           -
Federal income tax (provision)
  benefit at statutory rate                             -            82,000
Insurance reserve                                   5,420                 -
M&E                                                   422                 -
Stock for services                                 23,400                 -
Accrued expenses                                    5,850                 -
Change in valuation allowance                      71,993           (82,000)
                                          ----------------  ----------------
                                            $           -     $           -
                                          ================  ================

Deferred income tax assets (liabilities) are comprised of the following as of
December 31:

                                      F-12
<PAGE>

                                                 2005             2004
                                          ----------------  ----------------

Net operating loss                          $     206,000     $     129,000
Insurance claim reserve                            10,920             5,000
Other                                               9,904            12,000
Valuation allowance                              (226,824)         (146,000)
                                          ----------------  ----------------
                                            $                 $           -
                                          ================  ================

At December 31, 2005, the Company has net operating loss carry forwards
available to offset future taxable income if any of approximately $778,000,
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 unlikely that they will be
realized.

Note 8 - Stock-Based Compensation

As of December 31, 2005, the Company had 264,000 common stock options
outstanding. The options were exercisable at 2.50 per share and are all fully
vested. There were no changes in stock options outstanding in 2005 or 2004.

                                      F-13
<PAGE>

The following summarizes information about stock options outstanding at December
31 2005:

                             Weighted
Range of                     Average
Exercise        Number       Remaining      Weighted                  Weighted
Prices          Of Options   Contractual    Average     Number        Average
                out-standing Life           Exercise    of Options    Exercise
                             (Years)        Price       Exercisable   Price
--------------------------------------------------------------------------------
$     2.50      264,000      3.50           $   2.50    264,000       $  2.50

Note 9 - Supplemental Disclosure of Cash Flow Information

During the years ended December 31, 2005 and 2004 the Company paid the following
amounts for interest and income taxes:

                                               2005                2004
                                          ---------------   ------------------
Cash paid for:
         Interest                         $        38,760   $          23,512
         Income taxes                     $             -   $               -

Note 10 - Option Agreement with Evolution Services, Inc.

The Company has entered into a control group relationship with a third party,
Evolution Services, Inc. (Evolution) whereby Evolution was provided with 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. 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.

Note 11 - Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and require
the allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. The guidance is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Earlier
application is permitted for inventory costs incurred during fiscal years
beginning after November 23, 2004. The Company has evaluated the impact of the

                                      F-14
<PAGE>

adoption of SFAS 151, and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions. This Statement also amends FASB Statement No.
67, Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental operations and (b) costs incurred
to sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. The Company has evaluated the impact
of the adoption of SFAS 152, and does not believe the impact will be significant
to the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."The
amendments made by Statement 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
The Board believes that exception required that some nonmonetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the exception on exchanges that lack commercial substance, the Board believes
this Statement produces financial reporting that more faithfully represents the
economics of the transactions. The Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges occurring in fiscal
periods beginning after the date of issuance. The provisions of this Statement
shall be applied prospectively. The Company has evaluated the impact of the
adoption of SFAS 153, and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment". Statement 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Statement 123(R) covers a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123,
Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that Statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used. Public entities
(other than those filing as small business issuers) will be required to apply
Statement 123(R) as of the first interim or annual reporting period that begins
after June 15, 2005. The Company has not yet evaluated the impact of adoption of
this pronouncement.

In December 2004, the Financial Accounting Standards Board issued two FASB Staff
Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting for
Income Taxes" to the Tax Deduction on Qualified Production Activities Provided
by the American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the
American Jobs Creation Act of 2004. Neither of these affected the Company as it
does not participate in the related activities.

In March 2005, the SEC released Staff Accounting Bulletin No. 107, "Share-Based
Payment" ("SAB 107"), which provides interpretive guidance related to the
interaction between SFAS 123(R) and certain SEC rules and regulations. It also

                                      F-15
<PAGE>

provides the SEC staff's views regarding valuation of share-based payment
arrangements. In April 2005, the SEC amended the compliance dates for SFAS
123(R), to allow companies to implement the standard at the beginning of their
next fiscal year, instead of the next reporting period beginning after June 15,
2005. Management is currently evaluating the impact SAB 107 will have on our
consolidated financial statements.

In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional asset retirement obligation
when incurred if the liability's fair value can be reasonably estimated. FIN 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. The provision is
effective no later than the end of fiscal years ending after December 15, 2005.
The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006
and does not believe the adoption will have a material impact on its
consolidated financial position or results of operations or cash flows.

In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes and
Error Corrections." This new standard replaces APB Opinion No. 20, "Accounting
Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
Financial Statements," and represents another step in the FASB's goal to
converge its standards with those issued by the IASB. Among other changes,
Statement 154 requires that a voluntary change in accounting principle be
applied retrospectively with all prior period financial statements presented on
the new accounting principle, unless it is impracticable to do so. Statement 154
also provides that (1) a change in method of depreciating or amortizing a
long-lived non-financial asset be accounted for as a change in estimate
(prospectively) that was effected by a change in accounting principle, and (2)
correction of errors in previously issued financial statements should be termed
a "restatement." The new standard is effective for accounting changes and
correction of errors made in fiscal years beginning after December 15, 2005.
Early adoption of this standard is permitted for accounting changes and
correction of errors made in fiscal years beginning after June 1, 2005 . The
Company has evaluated the impact of the adoption of Statement 154 and does not
believe the impact will be significant to the Company's overall results of
operations or financial position.

In February of 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments", which is intended to simplify the accounting and
improve the financial reporting of certain hybrid financial instruments (i.e.,
derivatives embedded in other financial instruments). The statement amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", and
SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities--a replacement of FASB Statement No. 125." SFAS
No. 155 is effective for all financial instruments issued or acquired after the
beginning of an entity's first fiscal year that begins after September 15,
2006.. The Company is currently evaluating the impact SFAS No. 155 will have on
its consolidated financial statements, if any.

Note 12 - Subsequent Event

During January 2006, the Company amended the private placement offering of
October 2005 to allow the Company to sell common stock to accredited investors
at a price of $0.20 per share. Through January 31, 2006, the Company has sold
800,000 such shares for an aggregate of $160,000.

                                      F-16