IRC Form S1 APRIL 9, 2001 (Preliminary)

<PAGE> S1-50

Intermountain Refining Co., Inc.
Statements of Cash Flows (Continued)

Supplemental Schedule of Noncash Investing Activities:
During 2000, Intermountain accepted $125,000 of notes receivable from Unico as reimbursement of registration costs incurred and accepted 1,137,700 shares of Unico common stock valued at $85,328 as settlement of accounts receivable of $26,282, interest on the receivable of $1,903, and other obligations under the novation agreement of $57,143. During 2000, Intermountain transferred 25,000 shares of Chatfield Dean preferred stock having a book value of $125,000 to Watson Farley as partial settlement of a previously accrued legal services claim. During 2000, Intermountain's available for sale securities declined in value by $5,316, net of deferred tax credits of $1,861. During the nine months ended November 30, 1999 available for sale investments declined in value by $408, net of deferred tax credits of $827. During the nine months ended November 30, 2000, available for sale investments increased in value by $9,701 net of deferred taxes of $4,270.

Supplemental Schedule of Noncash Financing Activities:
During 1998, Unico converted $178,000 of debentures to Unico common stock.

The accompanying notes are an integral part of these financial statements.

Intermountain Refining Co., Inc.
Statements of Changes in Stockholders' Equity


				Accumulated
				Other	Total
	Common Stock		Retained	Comprehensive	Stockholders'
	Shares	Value	Earnings	Income	Equity
Balance, February 28, 1997, as restated - Note A	1,155,609	$ 1,455.314	$1,538,032	$ -	$ 2,993,346

Net income	-	-	25,438	-	25,438

Balance, February 28, 1998, as restated - Note A	1,155,609	1,455,314	1,563,470	-	3,018,784

Net loss	-	-	(730,467)	-	(730,467)

Balance, February 28, 1999, as restated - Note A	1,155,609	1,455,314	833,003	-	2,288,317

Holding loss on available for sale
investments - Notes E and G	-	-	-	(3,455)	(3,455)

Net loss	-	-	(471,275)	-	(471,275)

Balance, February 29, 2000, as restated - Note A	1,155,609	$ 1,455,314	$ 361,728	$ (3,455)	$ 1,813,587

Holding gain on available for sale
investments (Unaudited)	-	-	-	7,927	7,927

Net loss (Unaudited)	-	-	(102,979)	-	(102,979)

Balance, November 30 (Unaudited)	1,155,609	$ 1,455,314	$ 258,749	$ 4,472	$ 1,718,535
	======	========	=======	=========	=========





The accompanying notes are an integral part of these financial statements.

<PAGE> S1-51

Note A - Summary of Significant Accounting Policies

Interim Financial Statements (Unaudited): The accompanying balance sheet as of November 30, 2000 and the statements of operations for the nine month periods ended November 30, 1999 and November 30, 2000, and the statements of cash flows for the nine month periods ended November 30, 1999 and November 30, 2000, and the statement of changes in stockholders' equity for the nine month period ended November 30, 2000, have been prepared by Intermountain, without audit. In the opinion of management, all adjustments, (which include only normal recurring adjustments), necessary to present fairly the financial position, results of operations and changes in cash at November 30, 2000, and for all periods presented have been made.

It is suggested that these unaudited financial statements be read in conjunction with the accompanying audited financial statements for the year ended February 29, 2000. The results of operations for the nine months ended November 30, 2000, are not necessarily indicative of the operating results for the full year.

Basis of Presentation: The accompanying financial statements include the operations of Intermountain Refining Co., Inc. as well as the operations of Unico, Inc., through June 30, 1998, and prior years discontinued operations of Intermountain Chemical, Inc., and Gas Technologies Group, Inc. In contemplation of the legal settlement and rescission provisions contained in the novation agreement made between Unico and Starlicon Group, Inc. in June 1998, Unico transferred substantially all of its assets to Intermountain in May 1998. Unico's employees were transferred to Intermountain at the end of June 1998. All of Intermountain's common stock was transferred into a trust for the benefit of Unico shareholders. The management of Intermountain retained full control over the voting stock, assets and operations of Intermountain - Note H. Subsequent to these transfers, as part of the novation agreement, Unico acquired, for stock, Starlicon International Corporation, which resulted in a change in control of Unico. As the assets and operations of Intermountain consist almost entirely of the consolidated assets and operations of Unico prior to the Starlicon International acquisition, the accompanying financial statements are presented as if the transfer of assets occurred on March 1, 1998.

Operations of Intermountain Chemical and Gas Technologies consisted of investments in IC Partners Ltd. which was the general partner of Sand Creek Chemical Ltd.. Intermountain Chemical served as the managing general partner of Sand Creek. Intermountain Chemical's and Gas Technology's partnership interests in IC Partners were sold on September 1, 1997 and Intermountain Chemical withdrew as managing general partner. Intermountain Chemical and Gas Technologies were liquidated into Unico and the operations of Intermountain Chemical and Gas Technologies are presented as discontinued operations in the accompanying financial statements - Note N.

Intermountain, in the past, has provided electrical capacity and energy through a 3,000 kilowatt co-generation facility located in Fredonia, Arizona. In June 1999, Intermountain entered into an equipment sale agreement which provides for the co-generation equipment to be placed on the market for sale. The equipment to be disposed of is presented as co-generation facilities available for sale and the related electrical capacity and energy operations are presented as discontinued operations in the accompanying financial statements - Note P.

Stock Split: Effective as of February 29, 2000, the board of directors of Intermountain declared a 23.11218 for 1 common stock split increasing the number of its outstanding shares from 50,000 to 1,155,609. The stock split was implemented in anticipation of the distribution of Intermountain's common stock to Unico shareholders as discussed in Note I. All references in Intermountain's financial statements to the number of shares and earnings per share have been restated to reflect the stock split.

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Business Activity: Intermountain owns an interest in 20 natural gas producing wells located in southwestern Kansas and is the operator of the properties. Intermountain owns a petroleum products refinery and asphalt products storage facility in Fredonia, Arizona. In November 1999, Intermountain entered into an agreement with Paramount Petroleum Corporation to expand asphalt storage activities. Beginning in December 1999, Intermountain began receiving asphalt raw material inventories from Paramount and processing and shipment of finished products began in June, 2000. Intermountain also owns an office building in Farmington, New Mexico which it uses for its corporate offices and leases unused space to others.

Intermountain's financial statements for the year ended February 29, 2000 and for the nine months ended November 30, 2000 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The February 29, 2000 financial statements have been revised from the previously issued financial statements due to circumstances and events that have transpired since the financial statements were originally issued regarding Intermountain's investment in Chatfield Dean and its investment in and notes receivable from Unico. Intermountain has provided a reserve for impairment on these investments and notes as described in Note H and O to these financial statements. The following table summarizes the impact of the revisions made with respect to results of operations for the year ended February 29, 2000:

Item in Statement of Operations	As Previously Reported	As Restated	Change
Income (loss) from continuing operations	$(100,857)	$(467,455)	$(366,598)

Net income (loss)	$(104,677)	$(471,275)	$(366,598)

Basic and fully diluted earnings per share
Net loss from continuing operations	$ (0.09)	$ (0.41)	$ (0.32)
Net loss from discontinued operations	(0.00)	(0.00)	(0.00)
Net loss per share	$ (0.09)	$ (0.41)	$ (0.32)

Intermountain incurred a net loss from continuing operations of $185,235 for the year ended February 28, 1998, a net loss of $730,467 for the year ended February 28, 1999, a net loss of $471,275 for the year ended February 29, 2000, and a net loss of $102,979 for the nine months ended November 30, 2000. Several of Intermountain's revenue sources have substantially declined over the past several years. Management recognizes that Intermountain must generate additional resources to replace its depleted revenue base. Intermountain has positive working capital and positive stockholders' equity at February 29, 2000 and November 30, 2000. Intermountain also has no debt service requirements at February 29, 2000 and November 30, 2000. Intermountain's current revenue stream would allow Intermountain to sustain its operations on an ongoing basis for at least the next fiscal year. Management's plans to enhance its revenue base include the asphalt manufacturing activity which began operations in June 2000, and exploring potential opportunities to better utilize its refinery equipment investment. Additional opportunities may include restarting and operating the refinery facility to process specialty products, contributing the refinery equipment to a new venture at a different location in exchange for equity participation in such a venture, engaging in petroleum processing projects unrelated to its refinery, and seeking an industry related merger and/or acquisition. However, there can be no assurance that management will be successful in implementing any of these plans.

Cash and Cash Equivalents: For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash in depository institutions, and interest bearing over-night cash investments. Intermountain maintains its cash balances and certificates of deposit in various local financial institutions. The balances maintained are in excess of the maximum insurance provided by the Federal Deposit Insurance Corporation. Intermountain does not believe that it has any significant credit risk for amounts in excess of the Federally insured amounts. Cash and cash equivalents as of February 29, 2000 and November 30, 2000 includes restricted cash in the amount of $500,000 that is pledged as collateral on a $500,000 irrevocable letter of credit as discussed in Note I.

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Certificate of Deposit: Intermountain maintains a certificate of deposit which is payable jointly to Intermountain and the Kansas Corporation Commission as cash security for future well plugging costs in accordance with Kansas licensing requirements. Interest earned on the certificate of deposit is paid directly to Intermountain.

Inventories: Raw materials, refined products, materials, and supplies inventories of Intermountain are stated at the lower of cost (first-in, first-out) or market.

Property, Plant and Equipment: Property, plant and equipment is stated at cost. Depreciation of property and equipment is provided on the straight-line method over the following useful lives:

Buildings	15-20
Equipment	3-20
Crude Oil Refining Equipment	5-20

Maintenance, repairs and renewals which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property are included in results of operations.

Long lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. A review for impairment includes comparing the current carrying amount of an asset to the estimated future cash flows expected to result from the use of the asset and its eventual disposition. If such future estimated cash flows are not sufficient to recover the carrying cost, then an impairment loss is recognized. When required, impairment losses on assets to be held are recognized based on the excess of the asset's carrying amount over the fair value of the asset.

Intermountain's refining assets and asphalt storage assets have been used on a limited basis over the past several years and management has reviewed such asset groups for impairment. It is the opinion of management that no impairment loss on either asset group is necessary at this time. The approximate carrying value of the asphalt storage assets, consisting of storage tanks, loading facilities, and related equipment, was $142,000 as of February 29, 2000 and $124,000 as of November 30, 2000. The approximate carrying value of the refinery assets, consisting of the atmospheric and vacuum distillation process equipment and related equipment, was $156,000 as of February 29, 2000 and $132,000 as of November 30, 2000.

In making its determination regarding asphalt storage assets, management used estimated future cash flows of $120,000 per year based on its economic forecasts developed for the asphalt product manufacturing and storage project that became operational in June 2000. See Note D for more information regarding this project. Actual cash flows from the project may be materially different than initially forecast. Periodic reviews will be performed to determine if impairment losses on asphalt storage assets may be required in the future.

In making its determination regarding refining assets, management used estimated future cash flows of $300,000 per year based on its preliminary economic forecasts developed for a petroleum products refining project currently under consideration. There is no assurance that the project under consideration will be implemented, or if implemented, that forecasted cash flows will be realized. Periodic reviews will be performed to determine if impairment losses on refining assets may be required in the future.

Investments in Chatfield Dean and Unico: The investment in Chatfield Dean is reported at cost less reserve for impairment in value and is discussed in Note O to these financial statements. The investment in Unico is reported at estimated fair value less reserve for impairment in value and is discussed in Note H to these financial statements.

Oil and Gas Properties: The successful efforts method of accounting for the acquisition, exploration, development and production of oil and gas properties is utilized. Costs of acquiring undeveloped oil and gas leases are capitalized. All development costs of proved properties are capitalized as incurred and all exploration costs are expensed. The capitalized costs of oil and gas wells and related equipment are amortized by the units-of-production method based on the estimated proved oil and gas reserves.

<PAGE> S1-54

Income Taxes: Deferred income taxes are provided on temporary differences arising primarily from the use of straight-line depreciation for financial reporting purposes and accelerated depreciation on certain assets for income tax purposes. Intermountain filed consolidated income tax returns with Unico through June 30, 1998 and filed a separate tax return for the eight months ended February 28, 1999. Intermountain has and will file separate tax returns for subsequent years. For periods in which consolidated returns were filed, taxes were allocated to each subsidiary as if separate returns were filed. Investment tax credits have been accounted for on the flow-through method.

Earnings Per Share: Income (loss) per share is based on the weighted average number of common shares outstanding during each period.

Reclassifications: Certain reclassifications have been made to the 1998 and 1999 financial statements to conform with the 2000 presentation.

Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Fair Value of Financial Instruments: The carrying amount of cash and cash equivalents, certificate of deposit, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity of these amounts. The carrying amount of notes receivable approximates fair value because the interest rates are at or near market value.

Available for Sale Investments: Available for sale investments include investments in mutual funds. The carrying amount of Intermountain's investment in mutual funds is reflected at fair value. Unrealized holding gains and losses in the market value of mutual funds is reported as other comprehensive income and included in changes in equity.

Concentration of Credit Risk: Intermountain generates substantially all of its natural gas revenues from one customer, Oneok Field Services Company. Intermountain has not experienced any credit losses with respect to its natural gas receivables. Accordingly, no provision for doubtful accounts on such receivables has been recorded by Intermountain. Collateral is not required on natural gas receivables.

Other Comprehensive Income: Other comprehensive income for the year ended February 29, 2000 and for the nine month periods ended November 30, 1999 and 2000 includes unrealized gains and losses on changes in the value of available for sale investments and is recorded as changes in equity. For the years ended February 28, 1998, and 1999, Intermountain had no changes in equity which constitute components of other comprehensive income.

Note B - Accounts and Notes Receivable

Accounts receivable consists of amounts due from customers for sales of natural gas, sales of asphalt paving products, office space rental, services rendered, and reimbursements of costs incurred in conjunction with modifications to asphalt storage equipment. Credit sales are generally made on terms ranging from net 10 days to net 30 days in accordance with normal industry practice. Intermountain performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Management does not believe that an allowance for bad debts on accounts receivable is necessary.

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Note C - Other Assets

Other assets consist of the following:

	February 28,	February 29,	November 30,
	1999	2000	2000
			(Unaudited)
Cash value of life insurance contracts	$ 34,587	$ 57,302	$ 51,379
Utility and license deposits	275	275	275
	$ 34,862	$ 57,577	$ 51,654

Note D - Asphalt Product Manufacturing and Storage

From time to time, Intermountain has used storage tanks and loading facilities at its refinery facility in Fredonia, Arizona to provide asphalt storage services to others on a fee basis. Asphalt storage services include the receipt, storage, and shipment of asphalt products owned by others. During the year ended February 28, 1999, Intermountain received $30,000 for storage of paving asphalt owned by others.

In November 1999, Intermountain entered into an agreement with Paramount Petroleum Corporation to manufacture asphalt emulsions and cutback products for shipment to Paramount's customers. Asphalt emulsions and cutback products are used for construction, repair, and maintenance of highways, streets, and parking lots. The primary term of the agreement is four years from the first delivery of finished products by Intermountain. Necessary equipment modifications began in June 1999 and initial processing and shipments of finished products commenced during June 2000.

All costs incurred by Intermountain for making equipment modifications have been accrued for reimbursement by Paramount who owns the equipment modifications. Intermountain invoiced Paramount approximately $263,000 for equipment modification costs incurred during the year ended February 29, 2000. Amounts receivable from Paramount for such invoices was approximately $144,000 as of February 29, 2000. During the nine months ended November 30, 2000, Intermountain invoiced Paramount approximately $148,000 for equipment modification costs. As of November 30, 2000, amounts receivable from Paramount for equipment modification costs were approximately $9,000. In addition to modifications made to Intermountain's equipment, Paramount also installed additional asphalt processing equipment at the facility that is leased to Intermountain over the term of the agreement for $500 per month. Total rent expense incurred during the nine months ended November 30, 2000 was $3,000. Future minimum rental payments due to Paramount for the next five fiscal years are as follows:

Fiscal year ended February,	Amount
2001	$ 1,500
2002	6,000
2003	6,000
2004	6,000
2005	1,500
Total	$21,000

Intermountain purchases asphalt raw materials exclusively from Paramount, processes the asphalt raw material on a batch basis into asphalt emulsions and cut backs and ships the finished products for delivery to Paramount's customers as directed by Paramount. Title and risk of loss passes to Paramount upon shipment of the finished products by Intermountain.

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Revenues from the sale of finished products to Paramount are recognized by Intermountain on a monthly basis according to a formula set out in the agreement. The formula provides for Intermountain to recover, from Paramount, a portion of the revenues recognized by Paramount from the resale of products shipped by Intermountain. In general, the amount Intermountain is entitled to recover includes the cost of asphalt raw materials included in the products shipped, Intermountain's operating costs as allowed under the agreement, and 40% of any amounts remaining after deduction for a monthly capital cost recovered by Paramount and deduction for any previously un-recovered amounts. For the nine months ended November 30, 2000, Intermountain recognized $307,684 in revenue from the sale of asphalt paving products to Paramount. As of November 30, 2000, the amount recoverable from Paramount from the sale of asphalt paving products was $11,089.

If Paramount's revenues from the resale of products shipped by Intermountain less the cost of asphalt raw materials included in such shipments for a given month are not sufficient for Intermountain to recover its allowable operating costs, the un-recovered portion of allowable operating costs are accumulated for recovery against future Paramount revenues from the resale of products shipped by Intermountain. As there is no assurance that such future resale's will be sufficient to recover Intermountain's accumulated un-recovered allowable operating costs, no amount of revenue is recognized by Intermountain on such accumulated amounts. Total accumulated un-recovered operating costs contingently recoverable out of future Paramount revenues amounted to $57,667 as of November 30, 2000.

Paramount is entitled to retain, from amounts remaining from its revenues recognized for the resale of products shipped by Intermountain after deducting the cost of raw materials and Intermountain's operating costs, a monthly capital recovery charge equal to 1/48^th of the total amount paid by Paramount to complete the modifications to Intermountain's facilities. Any such amount not recovered in a given month by Paramount is accumulated for future recovery in the same manner previously described for Intermountain's accumulated un-recovered costs.

Amounts due to Paramount for raw materials purchased are payable only upon processing and delivery of finished products and are offset against amounts receivable from Paramount for products delivered. The price of asphalt raw material purchased from Paramount is determined from independently published prices for the region. Intermountain has provided Paramount with a $500,000 letter of credit to secure payment for asphalt raw materials purchased. Paramount has provided Intermountain with a $500,000 letter of credit to secure the payment for asphalt products sold. Under the agreement, Intermountain may require that Paramount repurchase, at Intermountain's cost, any unused asphalt inventories at the end of the contract term. During the year ended February 29, 2000, Intermountain purchased approximately $1,019,000 of asphalt raw material from Paramount . No products were processed or produced during the year ended February 29, 2000 and the entire amount purchased is included in inventory as of February 29, 2000. As of February 29, 2000, the amount payable to Paramount for such purchases was approximately $1,019,000. As of November 30, 2000, the amount due to Paramount for asphalt raw materials held in inventory was approximately $782,000.

Note E - Available-For-Sale Investments

Available-for-sale investments consist of the following:

	February 28,	February 29,	November 30,
	1999	2000	2000
			(Unaudited)
Investment in mutual funds, at fair value	$ 138,000	$ 111,325	$ 125,296
Total investments available for sale	$ 138,000	$ 111,325	$ 125,296

Investments in mutual funds are stated at their estimated fair value as of the balance sheet date presented. The mutual funds were purchased near Intermountain's February 28, 1999 year-end, therefore no material unrealized gains or losses were incurred that would have been recorded as a separate component of stockholders' equity for that period. As of February 29, 2000, the fair value of the mutual funds was $5,316 less than cost representing a holding loss which was included as a reduction of stockholders' equity. As of November 30, 2000, the fair value of the mutual funds was $6,881 greater than cost which represented a holding gain which is included as an increase of stockholders' equity. Gains and losses on the sale of investment securities (when incurred) are determined using the specific identification method. Given that the investments are mutual funds, no contractual maturities exist that would require separate disclosure.

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Note F - Convertible Subordinated Debentures

Unico had $178,000 of four year 10.5% subordinated convertible debentures issued to related parties which were originally issued in September 1986. The maturity date of the debentures had been extended on several occasions by mutual agreement of the parties. Effective February 28, 1998, Unico accepted an offer by the holder of the debentures to convert all of the debentures, along with the accrued interest thereon, into 142,718 shares of Unico common stock. The conversion price accepted in the offer was $1.40 per share compared to the original conversation price of $8.00 per share.

Interest expense related to these debentures was $18,700 in 1998.

Note G - Income Taxes

Income tax expense (benefit) from continuing operations differs from income tax at the statutory rate of 34% as follows:

	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000
				(Unaudited)	(Unaudited)
Income at statutory rate	(34)%	(34)%	(34)%	(34)%	(34)%
State income taxes	- %	- %	- %	- %	- %
Other (net)	1 %	23%	34%	(34)%	34%
Income tax expense (benefit)	(33)%	(11)%	- %	-%	- %

Income tax expense (benefit) for the years ended February 28, 1998, February 28, 1999 and February 29, 2000 and for the nine month periods ended November 30, 1999 and November 30, 2000 consists of the following:

	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000
Continuing Operations:					Unaudited
Current
Federal	$ (78,035)	$ (32,655)	$ -	$ -	$ -
State	1,037	250	123	-	-
Deferred
Federal	(15,690)	(57,925)	-	-	-
State	-	-	-	-	-
Total taxes continuing operations	$ (92,688)	$ (90,330)	$ 123	$ -	$ -

Discontinued Operations:
Current
Federal	$ 74,290	$ 10,643	$ -	$ -	$ -
State	-	-	-	-	-
Deferred
Federal	(11,860)	(325)	-	-	-
State	-	-	-	-	-
Total taxes discontinued operations	$ 62,430	$ 10,318	$ -	$ -	$ -

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Intermountain has net operating loss carryforwards for Federal and State income tax purposes as shown in the following table. Operating losses can be carried forward for 20 years for Federal tax purposes and from 5 to 10 years for state tax purposes. Intermountain has capital loss carryforwards for Federal and State income tax purposes as shown in the following table. Capital losses can be carried forward for 5 years for both Federal and State income tax purposes and can only be used to offset capital gains. A valuation allowance has been provided on substantially all the net operating loss carryforwards and capital loss carryforwards as realization of the tax benefit is uncertain.

Year Generated	Net Operating Loss Carryforward	Year Expires	Capital Loss Carryforward	Year Expires
1999	$ 358,570	2019	$ -
2000	48,995	2020	124,357	2005
Nine months ended November 30, 2000	57,213	2021	(1,774)
Total	$ 461,778		$ 122,583

Deferred taxes as of February 28, 1999, February 29, 2000 and November 30, 2000 consist of the following:

	February 28,	February 29,	November 30,
	1999	2000	2000
			(Unaudited)
Deferred tax liability arising from using accelerated depreciation for income tax purposes	$ (41,173)	$ (23,260)	$ (7,510)
Deferred tax asset arising from net operating loss carryforward	121,275	142,648	162,672
Deferred tax asset arising from capital loss carryforward	-	34,820	34,323
Valuation allowance provided for deferred tax assets	(80,102)	(154,208)	(189,485)
Deferred taxes payable	$ -	$ -	$ -

Deferred tax payable/(receivable) from unrealized holding gain/loss on available for sale investments recorded as other comprehensive income/loss	$ -	$ (1,861)	$ 2,409

Note H - Related Party Transactions

Officers and Directors: Unico was obligated under debentures payable to an officer, director and stockholder totaling $178,000 during the year ended February 28, 1998. Interest expense on the debentures was $18,700 in 1998. As of February 28, 1998, the debentures, along with accrued interest of $21,805, were converted into 142,718 shares of Unico's common stock - Note F.

IC Partners Ltd. and Sand Creek Chemical Ltd.: In conjunction with Intermountain Chemical's management of Sand Creek's Commerce City, Colorado methanol production facilities, Intermountain Chemical received certain payments and reimbursements of payroll and related costs. All payments, with the exception of a basic monthly management fee were based on actual costs accrued. Management fees paid to Intermountain Chemical were $20,833 per month from December 1995 through August 1997 when the partnership investments in IC Partners were sold and Intermountain Chemical resigned as the managing general partner of Sand Creek. Amounts received from Sand Creek for the year ended February 28, 1998 included $240,118 for management fees - Note N.

Intermountain Chemical and Gas Technologies received cash distributions from IC Partners associated with its investment in Sand Creek. During 1998, Intermountain Chemical and Gas Technologies combined received $178,784 for estimated tax liabilities associated with Sand Creek operations through August 31, 1997 and the liquidation of IC Partners - Note N.

Red Hills Manufacturing: On November 1, 1996, Intermountain issued an 8%, $325,000 revolving line of credit to Red Hills, a New Mexico Corporation controlled by the current officers and two former employees of Intermountain. Red Hills manufactures hardwood stamp blocks. The revolving line of credit was established to facilitate the purchase of equipment and to fund start-up working capital requirements of Red Hills. The revolving credit line was scheduled to terminate on December 31, 1997 but was extended until December 31, 1998. The credit line was secured by cash, accounts receivable, inventories and equipment owned by Red Hills. The balance outstanding on the revolving credit line was completely repaid prior to its expiration on December 31, 1998 and the line of credit was not renewed. Interest income received from Red Hills was $21,811 for the year ended February 28, 1998, and $3,426 for the year ended February 28, 1999.

<PAGE> S1-59

Red Hills occupies unused building space at Intermountain's refinery facility in Arizona. Red Hills was previously allowed to use the building in exchange for the performance of routine maintenance and monitoring services at the refinery facility. During the year ended February 29, 2000, Intermountain recognized $4,739 of rental income from Red Hills that was an offset of $4,739 in asphalt storage equipment modifications performed by Red Hills. Beginning March 1, 2000, Intermountain began charging Red Hills $750 per month for rent of the building. Rental income charged to Red Hills was $3,491 for the nine months ended November 30, 1999 and $6,750 for the nine months ended November 30, 2000.

Intermountain provides management and accounting services for Red Hills. Fees charged to Red Hills were $12,000 during the year ended February 28, 1999, and $14,000 during the year ended February 29, 2000. Beginning in January 2000, Intermountain began charging Red Hills $1,000 per month for management and accounting services. Fees charged to Red Hills were $9,000 for the nine months ended November 30, 2000.

Red Hills was indebted to Intermountain for management fees and accrued expenses in the amount of $888 as of February 28, 1999, $2,162 as of February 29, 2000, and $0 as of November 30, 2000.

Unico and Starlicon International: Effective as of June 30, 1998, Unico entered into a novation agreement with Starlicon Group as settlement of a legal action taken by Unico to rescind a stock purchase agreement entered into in February 1998. Under the novation agreement, Unico acquired all of the outstanding stock of Starlicon International in exchange for common and preferred stock of Unico which resulted in a change in control of Unico. The agreement required Unico to transfer all of its assets and business operations that existed prior to the effective date to Intermountain. In addition, Unico relinquished all control over Intermountain and the agreement provided for a distribution of Intermountain's stock to Unico shareholders who held Unico stock that was issued and outstanding prior to the effective date of the agreement. Accordingly, effective as of July 1, 1998, Unico was no longer a stockholder of Intermountain. All of Intermountain's stock is currently held in trust for the benefit of those Unico shareholders who are eligible to receive it pending completion of a registration statement on Form S-1 that has been filed with the Securities and Exchange Commission. See Note I - Registration and Distribution of Intermountain Common Stock.

In May 1998, in contemplation of the execution of the novation agreement, Unico transferred substantially all of its assets and operating properties to Intermountain in exchange for additional paid in capital of $1,043,197 and reduction in debt owed by Unico to Intermountain. Assets transferred in exchange for additional paid in capital included the Kansas Gas Properties, the Farmington New Mexico office building, and the Chatfield Dean investment. All assets were transferred at book value and no gain or loss was recognized by Unico on the transaction. Assets transferred as payment of debt included cash, accounts and notes receivable, cash value of life insurance policies, and income tax refunds receivable, less certain accounts payable associated with operating activities. As of February 28, 1999, Unico was indebted to Intermountain for an estimated income tax refund of $22,018 from the carryback of a net operating loss to fiscal 1998 from the final consolidated tax returns that were filed by Unico for the four months ended June 30, 1998. Intermountain collected the refund during the year ended February 29, 2000.

In December 1998, Intermountain notified the new management of Unico of its intent to proceed with the distribution of Intermountain stock to the eligible shareholders of Unico. The new management of Unico however withheld cooperation and requested a renegotiation of some of the terms of the novation agreement. While Intermountain was under no obligation to renegotiate the terms, discussions were held on proposed changes over the following three months. The parties however were unable to reach mutually acceptable changes and on March 29, 1999 Intermountain filed suit in the United States District Court for the Central District of California entitled Intermountain Refining Co., Inc. v. Starlicon, etc., etal. USDC Case No.CV99-3405 DT (SHX), seeking the Court to order an injunction against certain shareholders of Unico from revoking proxies to vote in favor of the intended distribution, (if such vote were determined to be required), and additionally ordering the new management of Unico to perform its duties and obligations under the novation agreement. After a brief hearing on April 1, 1999, the parties agreed to proceed with the distribution under the original terms of the novation agreement. Intermountain agreed to withdraw its suit without prejudice with the understanding that the suit could be refiled in the future in the event that Unico failed to promptly fulfill its obligations under the novation agreement.

<PAGE> S1-60

As part of the novation agreement Starlicon International agreed to reimburse Intermountain for approximately $31,300 in legal fees and expenses that Intermountain incurred in connection with the legal action and preparation of the novation agreement. As of February 28, 1999, Starlicon International owed Intermountain approximately $26,300 of such reimbursable costs. In July 1999, as part of a global settlement of all remaining obligations due to Intermountain under the novation agreement, Intermountain accepted 375,800 shares of Unico common stock, valued at $28,185, in exchange for the balance due on this receivable plus accrued interest thereon of approximately $1,900.

The novation agreement provided for Unico to pay Intermountain up to $200,000 if the distribution of Intermountain's stock to Unico shareholders was taxable. The distribution does not qualify as tax exempt under current Internal Revenue Service regulations and is therefore a taxable event. In July 1999, as part of a global settlement of all remaining obligations due to Intermountain under the novation agreement, Intermountain accepted 761,000 shares of Unico common stock, valued at $57,143, as settlement of the "if taxable" obligation.

The 1,136,800 (375,800 plus 761,000) shares of Unico common stock received on July 16, 1999 was valued at its estimated fair value of $85,328. As of February 29, 2000, Intermountain recorded an allowance for impairment of the entire cost of the investment because, in the opinion of Intermountain's management, the future realization of any value from the investment is doubtful.

The novation agreement provided for Unico to reimburse Intermountain for up to $125,000 in costs incurred for registration of Intermountain's stock with the Securities and Exchange Commission. The registration of Intermountain's stock is necessary to complete the distribution of Intermountain's stock to the eligible Unico shareholders. In July 1999, Intermountain accepted two notes receivable from Unico totaling $125,000 ($50,000 and $75,000), as settlement of this obligation.

The $50,000 note is payable to Intermountain in four monthly installments of $12,500, plus accrued interest at 9% per annum, beginning on August 1, 1999, and is collateralized by 190,500 shares of Unico common stock. The $75,000 note is payable to Intermountain in four annual installments of $18,750, plus accrued interest at 10% per annum, beginning on August 1, 2000, and is collateralized by 357,100 shares of Unico common stock. The $50,000 note and the first installment of the $75,000 note are personally guaranteed by three individuals who are shareholders and officers of Unico. In the event that Unico defaults on any payment of the $50,000 note, the entire remaining balance on both notes becomes subject to the personal guarantees.

As of February 29, 2000, the balance due from Unico on the two notes was $100,833 plus accrued interest of $5,188. Scheduled payments on the $50,000 note were past due and Intermountain, in accordance with the note and related security agreements, declared both of the notes to be in default. Demand for payment was made to both Unico and the Unico officers and shareholders who personally guaranteed them. While it is Intermountain's intention to pursue collection of both notes, management recorded a valuation allowance for the entire balance of the notes and accrued interest thereon in the amount of $106,021 as of February 29, 2000. Collection efforts to date have not been successful and it is believed that any amounts that may be collected in the future may not exceed costs of collection.

Saba Petroleum: In April 1993, Mr. Hagler, president and director of Intermountain, accepted an appointment as a director of Saba Petroleum Company. In October 1998, Mr. Hagler accepted a temporary appointment as the management committee chairman of Saba with the agreement that Saba would reimburse Intermountain for Mr. Hagler's monthly employment costs during the period of the appointment. During the year ended February 28, 1999, Saba reimbursed Intermountain approximately $29,000. Mr. Hagler resigned all of his positions with Saba in March 1999.

<PAGE> S1-61

Note I - Commitments and Contingencies

Environmental Matters: Intermountain has been involved in the manufacture, storage, and sale of petroleum products since 1984, which exposes Intermountain to potential claims for environmental remediation costs, if any, of sites operated by Intermountain. Intermountain is not aware of any claims pending for such sites.

Plugging and Abandonment Liabilities: Intermountain has not established specific reserves for the plugging and abandonment of its natural gas producing properties in Kansas. Based on past experience with plugging and abandonment of uneconomic wells in Kansas, management does not believe that future plugging and abandonment costs, net of equipment salvage, will be material.

Registration and Distribution of Intermountain Common Stock: In accordance with the terms of the novation agreement between Unico and Starlicon Group, the management of Intermountain has notified the new management of Unico of it's intent to distribute Unico's holdings of Intermountain stock to shareholders of Unico who are eligible to receive them. In July 1999, Unico notified its shareholders that July 12, 1999 had been set for the record date to establish the holders of Unico common stock who were eligible to receive the distribution of Intermountain common stock. Generally, Unico shareholders eligible to receive the distribution of Intermountain common stock are those Unico shareholders who, on July 12, 1999, held shares of Unico common stock that had been issued and outstanding prior to June 30, 1998. In addition, 30,000 additional shares of Intermountain common stock will be issued to holders of 30,000 shares of Unico common stock who purchased shares that had been issued to Leo Murphy after June 30, 1998 who in turn sold the shares into the open market. Such shares, under the novation agreement, should have been restricted from participation in the distribution but Intermountain has been unable to specifically identify the holders of such improperly issued shares. Each eligible Unico shareholder will receive 1 share of Intermountain common stock for each share of Unico common stock that they held on July 12, 1999. In November 1999, Intermountain filed a preliminary Form S-1 registration statement with the Securities and Exchange Commission. In June 2000, Intermountain filed an amendment to the Form S-1 in response to comments received from the Securities and Exchange commission and is currently preparing a second amendment to the registration statement in response to additional comments received from the Securities and Exchange Commission. All 1,155,609 shares of Intermountain's common stock outstanding will be distributed to the eligible Unico shareholders upon effectiveness of the registration statement.

Standby Letter of Credit and Restriction of Cash: In February 2000, Intermountain provided a $500,000 irrevocable letter of credit, issued by a bank, to Paramount for the purpose of securing payment for asphalt raw materials purchased. In order to induce the bank to issue the letter of credit, Intermountain pledged $500,000 of cash deposited with the bank as collateral. Under the pledge agreement, Intermountain will continue to earn interest on the cash deposited with the bank but is restricted from using the funds for the payment of other obligations. The letter of credit expires in February 2001.

Note J - Simple IRA Plan

In March 1998 Intermountain implemented a SIMPLE IRA plan for the benefit of all of its full time employees. The plan provides for the elective deferral of employee wages, subject to annual limits established by the Internal Revenue Service, and provides a mandatory employer matching contribution. Mandatory matching contributions are the lesser of 3% of employee compensation or the amount of elective deferrals. Intermountain may elect to reduce the matching percentage to 1% for two out of five consecutive calendar years. Intermountain made matching contributions of $5,460 in 1999 and $5,385 in 2000.

Note K - Financial Information Relating to Industry Segments

Intermountain's major industry segments are natural gas production and petroleum refining and asphalt product manufacturing and storage. Intermountain also rents office space in its Farmington, New Mexico office building and in addition to the overall management of Intermountain, management occasionally performs management and consulting services for others. All costs and expenses associated with the overall management of Intermountain and other miscellaneous activities are included under "Other" in the following segment information. Selected financial information relating to these segments is as follows:

<PAGE> S1-62

	Year Ended			Nine months ended
	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000
	(Dollars in Thousands)
				(Unaudited)	(Unaudited)
Revenues
Refining, asphalt product manufacturing and storage	$ -	$ 30	$ 8	$ 6	$ 315
Natural gas production	216	213	299	236	338
Other	20	62	99	80	24
	$ 236	$ 305	$ 406	$ 322	$ 677
Operating Profit (Loss)
Refining, asphalt product manufacturing and storage	$ (71)	$ (63)	$ (65)	$ (49)	$ (101)
Natural gas production	76	45	170	141	209
Other	(283)	(823)	(572)	(327)	(211)
	$ (278)	$ (841)	$ (467)	$ (235)	$ (103)
Identifiable Assets
Refining, asphalt product manufacturing and storage	$ 451	$ 399	$ 1,522	$ 501	$ 1,128
Natural gas production	369	370	442	411	421
Other	2,354	1,827	945	1,199	996
	$ 3,174	$ 2,596	$ 2,909	$ 2,111	$ 2,545
Depreciation and Depletion
Refining, asphalt product manufacturing and storage	$ 65	$ 65	$ 65	$ 49	$ 49
Natural gas production	34	38	38	30	25
Other	23	22	22	16	16
	$ 122	$ 125	$ 125	$ 95	$ 90

Capital Expenditures - During the nine months ended November 30, 2000, Intermountain capitalized $4,000 for a forklift used in the asphalt manufacturing operation. During the nine months ended November 30, 1999, Intermountain capitalized $88,000 in well completion costs associated with natural gas production activities. During the year ended February 29, 2000, Intermountain capitalized $91,000 in well completion costs associated with natural gas production activities. There were no capital expenditures associated with operating segments during the years ended February 28, 1998 and 1999.

Intermountain sells substantially all natural gas produced from the Kansas gas properties to one customer. Natural gas sales to the customer, net to Intermountain's interest, was approximately $210,000 for the year ended February 28, 1998, $206,000 for the year ended February 28, 1999, $281,000 for the year ended February 29, 2000, $328,000 for the nine months ended November 30, 1999 and $220,000 for the nine months ended November 30, 2000.

Note L - Oil and Gas Properties

Kansas Gas Properties: On July 1, 1988, Unico acquired certain natural gas producing properties from Methanol Production Corporation (MPC), a privately held Denver firm. The assets, valued at $902,000, included an estimated 2,850,000 Mcf, net to Intermountain's interest, of proven and developed natural gas reserves and related production equipment located in Southwestern Kansas. In exchange for the assets, Unico gave $180,000 in cash, issued 106,851 shares of its common stock, and incurred a $290,000 note payable to a bank. Unico transferred all of it's interest in the properties to Intermountain in May 1998.

<PAGE> S1-63

During the year ended February 29, 2000 Intermountain completed an infill development well on an already existing lease in Kansas. Costs to complete the well in the amount of $91,332 were capitalized as proved gas properties. Intermountain did not initiate drilling of the new well but rather took over the well from an oil exploration company who had drilled a dry exploratory well into deep formations subleased from Intermountain. Under the sublease agreement, Intermountain had the right, but no obligation, to take over any dry holes drilled on the leased property and complete the well for production from Intermountain's shallower natural gas producing formation. Intermountain has no current plans to drill or complete any additional wells on the Kansas gas leases or elsewhere.

Capitalized Costs: Capitalized costs relating to oil and gas producing activities, as of February 28, 1999, February 29, 2000, and November 30, 2000 are as follows:
			February 28,	February 29,	November 30,
			1999	2000	2000
					(Unaudited)
Proved gas properties			$ 894,400	$ 985,731	$ 985,731
Unproved oil and gas properties			-	-	-
Less accumulated depletion			(578,145)	(616,285)	(641,095)
Net capitalized costs			$ 316,255	$ 369,446	$ 344,636

Results of Operations: Results of operations of oil and gas producing activities, excluding overhead and interest allocations, for the years ended February 28, 1998, February 28, 1999 and February 29, 2000 and for the nine month periods ended November 30, 1999 and November 30, 2000 are as follows:
	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000

Revenues
Natural gas sales	$ 216,137	$ 212,987	$ 289,247	$ 226,437	$ 338,228
Other	-	-	10,000	10,000	-
	216,137	212,987	299,247	236,437	338,228

Costs and Expenses
Operating costs	103,199	126,633	83,851	61,519	102,526
General and administrative	2,438	3,052	7,401	3,958	1,985
Depletion, depreciation and amortization	34,109	38,108	38,140	29,662	24,810
	139,746	167,793	129,392	95,139	129,321

Pre-tax net income	76,391	45,194	169,855	141,298	208,907
Income tax expense	26,737	15,818	59,449	49,454	73,117
Net income	$ 49,654	$ 29,376	$ 110,406	$ 91,844	$ 135,790

<PAGE> S1-64

Note M - Gas Reserve Data and Supplemental Data (Unaudited)

In accordance with Statement of Financial Accounting Standards No. 69, the following unaudited information is presented with regard to Intermountain's proved gas reserves. Information for gas is presented in million cubic feet (MMcf) except where otherwise indicated in thousand cubic feet (Mcf).

Production: Intermountain's net gas production, average sales price and production cost for the years ended February 28, 1998, February 28, 1999 and February 29, 2000, and the nine months ended November 30, 1999 and November 30, 2000 are as follows:

	February 28, 1998	February 28, 1999	February 29, 2000	November 30, 1999	November 30, 2000
Net gas production (Mcf)	211,528	236,327	236,455	185,541	161,843
Average sales price ($/Mcf)	$ 1.0218	$ 0.9012	$ 1.2020	$ 1.1933	$ 2.0899
Average production cost ($/Mcf)	$ 0.4994	$ 0.5488	$ 0.3859	$ 0.3529	$ 0.6458

Reserves: On July 1, 1988 Intermountain acquired natural gas producing properties in Western Kansas. (See Note L). The gas reserves as of February 28, 1999 and years prior are based upon an independent reserve report prepared in 1991 and data developed internally by Intermountain. The gas reserves as of February 29, 2000 are based on an independent reserve report prepared for Intermountain dated February 25, 2000. Gas reserves as of November 30, 2000 are based on the February 25, 2000 independent reserve report updated with data developed internally by Intermountain.

Estimated net quantities of proved developed and proved undeveloped gas reserves as of February 28, 1999 and February 29, 2000 are as follows:

	February 28, 1999	February 29, 2000	November 30, 2000
	(Mmcf)	(Mmcf)	(Mmcf)
Proved developed	1,961	2,410	2,248
Proved undeveloped	-	-	-
	1,961	2,410	2,248

Statement of Changes in Quantities of Proved Developed and Undeveloped Gas Reserves for the years ended February 28, 1998, February 28, 1999 and February 29, 2000 and for the nine month periods ended November 30, 1999 and November 30, 2000 are as follows:

	February 28, 1998	February 28, 1999	February 29, 2000	November 30, 1999	November 30, 2000
	(Mmcf)	(Mmcf)	(Mmcf)	(Mmcf)	(Mmcf)
Proved reserves - beginning of year	2,422	2,198	1,961	2,198	2,410
Adjustments to reserves (1)	(13)	(1)	448	-	-
Additions to reserves (2)	-	-	237	-	-
Production	( 211)	(236)	(236)	(186)	(162)
Proved reserves - end of period	2,198	1,961	2,410	2,012	2,248

(1)The adjustment to reserves in 2000 was the result of increasing estimated proved reserves based on a new independent reserve analysis prepared as of February 25, 2000.

(2) The addition to reserves was the result of adding additional estimated reserves associated with the completion of one new well during the year ended February 29, 2000. Estimated reserves associated with this well were included in the independent reserve analysis prepared as of February 25, 2000.

<PAGE> S1-65

The Standardized Measure of Discounted Future Net Cash Flows relating to Proved Gas Reserves as of February 28, 1999, February 29, 2000, and November 30, 2000 are as follows:

	February 28, 1999	February 29, 2000	November 30, 2000
			(Unaudited)
	($/1000)	($/1000)	($/1000)
Future cash inflows	$ 1,767	$ 2,896	$ 4,698
Future production costs	(1,076)	(930)	(1,451)
Future income tax expense	(131)	(558)	(1,016)
Future net cash flow	560	1,408	2,231
Ten percent discount factor	(205)	(625)	(1,006)
Standardized measure of discounted
future net cash flows	$ 355	$ 783	$ 1,225

Changes in the Standardized Measure of Discounted Future Net Cash Flows From Proved Gas Reserve Quantities for the years ended February 28, 1998, February 28, 1999 and February 29, 2000 and for the nine months ended November 30, 1999 and November 30, 2000 are as follows:

February 28, 1998 February 28, 1999 February 29, 2000 November 30, 1999 November 30, 2000

(Unaudited) (Unaudited)

($/1000) ($/1000) ($/1000) ($/1000) ($/1000)

Standardized measure - beginning of year
$     759

$    499

$    355

$    355

$    783

Adjustment to reserves
(2)

-

212

-

-

Addition to reserves
-

-

115

-

-

Sales, net of production costs and income taxes
(84)

(67)

(142)

(122)

(161)

Accretion of discount (including changes in present value due to price changes)
      (174)

     (77)

      242

      470

      603

Standardized measure - end of period
$   499

$    355

$    783

$    703

$    1,225

Developed and Undeveloped Acreage: The following summarizes Intermountain's gross and net undeveloped and developed acreage at February 28, 1999, February 29, 2000, and November 30, 2000:

February 28, 1999 February 29, 2000 November 30, 2000

Gross Net Gross Net Gross Net

    Developed Acreage

      Kansas 11, 241 9,196 11,241 9,196 11,241 9,196

    Undeveloped Acreage - - - - - -

"Gross Acres" refers to the number of acres in which Intermountain owns a working interest. "Net Acres" refers to the sum of the fractional working interest owned by Intermountain in gross acres.

Other: Intermountain held interests, at February 28, 1999, February 29, 2000, and November 30, 2000, in the following wells, none of which are multiple completion wells:

February 28, 1999 February 29, 2000 November 30, 2000

Gross Net Gross Net Gross Net

    Producing gas wells 19 15.53 20 16.36 20 16.36

<PAGE> S1-66

Note N - Investment in Partnership and Methanol Plant (Discontinued Operation)

From July 1989 until August 1997, Unico, through its wholly owned subsidiary Intermountain Chemical served as the managing general partner of Commerce City Colorado based Sand Creek Chemical, Ltd. that manufactured and marketed chemical grade methanol using facilities leased from General Electric Capital Corporation. During that time, Intermountain Chemical held a general partnership interest in IC Partners, which was the general partner of Sand Creek. Gas Technologies, another wholly owned subsidiary of Unico, acquired a limited partnership interest in IC Partners in December 1994. Unico's investments in IC Partners were accounted for using the equity method wherein partnership allocations of income or loss were included in the results of operations of Unico, and distributions of cash were recorded as reductions in the partnership investment. In addition, Intermountain Chemical and Unico received reimbursements of certain labor costs and management fees in connection with the management of the facility - Note H. In August 1997, IC Partners sold its partnership interests in Sand Creek to an unrelated third party, distributed its assets, consisting solely of cash, to its partners, and then dissolved. Intermountain Chemical withdrew as managing general partner of Sand Creek. Intermountain Chemical and Gas Technologies were then liquidated into Unico and dissolved. The results of operations related to the investment in IC Partners and management of Sand Creek have been reported as discontinued operations in the accompanying financial statements.

Income/loss allocations for the six months ended August 31, 1997 were as follows:

Income (Loss) from Operations
Partnership Period Ended	Sand Creek Income (Loss)	IC Partners Income (Loss)	Intermountain Chemical & Gas Technologies Income (Loss)	Intermountain Chemical & Gas Technologies Effective Allocation %

August 31, 1997	$ 176,906	$ 123,821	$ 106,130	60.0%

Income (Loss) from Sale of Assets

August 31, 1997	$ -	$(1,313,623)	$ (913,530)	70.0%

Changes in the investment in IC Partners, accounted for using the equity method, for the year ended February 28, 1998 were as follows:
	Investment		Cash
Fiscal	Beginning	Income (Loss)	Investment	Investment
Year Ended	of Year	Allocations	(Distributions)	End of Year
		(1)	(2)
Intermountain Chemical - General Partner:
February 28, 1998	$ 17,979	$ 94,674	$ (112,653)	$ -
Gas Technologies - Limited Partner:
February 28, 1998	$ 116,684	$ (50,553)	$ (66,131)	$ -

(1) Includes $106,180 net operating income offset by a net loss on the sale of the investment of $62,009 which was limited to the remaining basis of the investment.
(2) Cash distributions by Sand Creek were contractually restricted with exception of distributions for the payment of income taxes to the extent that income allocations resulted in taxable income to individual partners. In 1998, Intermountain Chemical and Gas Technologies received a total of $178,784 as a liquidating distribution from IC Partners which included $28,822 distributed by Sand Creek for estimated tax liabilities through August 31, 1997.

Although Unico, through Intermountain Chemical and Gas Technologies, owned a greater than 50% ownership in IC Partners, management determined that control did not rest with Unico and therefore IC Partners had not been consolidated with Unico's financial statements.

<PAGE> S1-67

Note O - Investment in Chatfield Dean

Failed Merger: On January 15, 1996 Unico executed a letter of intent with Chatfield Dean & Co., Inc. setting out the terms of a proposed acquisition, by Unico, of all of the outstanding common and preferred stock of Chatfield Dean. On July 20, 1996, Unico and Chatfield Dean executed a definitive merger agreement. On February 10, 1997, Unico filed a Form S-4 with the Securities and Exchange Commission and received comments on the Form S-4 from the SEC on March 27, 1997. On May 14, 1997, the merger agreement was terminated by mutual agreement of the parties, and the Form S-4 was withdrawn.

Investment in Chatfield Dean: On January 13, 1996, Unico acquired 50,000 shares of Chatfield Dean, Series B 7% cumulative preferred stock directly from Chatfield for $500,000. The shares have not been registered with the Securities and Exchange Commission and are therefore restricted. The shares are redeemable by Chatfield Dean upon the occurrence of certain events for an amount equal to $10 per share, plus unpaid accumulated dividends plus a premium ranging from $1 to $5 per share depending upon the length of time the shares are outstanding. In addition to the shares acquired, Unico received 50,000 warrants to purchase 50,000 shares of Chatfield Dean common stock with an exercise price of $0.01 per share. On September 12, 1997 Unico exercised all of the warrants and received 50,000 shares of Chatfield Dean common stock for $500. Ownership of the 50,000 Series B preferred stock and the 50,000 shares common stock were transferred to Intermountain by Unico in May 1998.

On March 8, 1996, Unico purchased 10,000 shares of Chatfield Dean Series A 7% cumulative, convertible preferred stock directly from Chatfield Dean for $100,000. The shares have not been registered with the Securities and Exchange Commission and are therefore restricted. The shares are convertible into Chatfield Dean common stock at any time at the option of the shareholder at the ratio of 1 share for 3.33 shares of common stock subject to certain events. The shares may be redeemed by Chatfield Dean for the original issue price of $10 per share plus $1 per share for each year after issuance up to a maximum of $15 per share. No dividends were received during the fiscal years ended February 28, 1998, February 28, 1999 and February 29, 2000. Ownership of the 10,000 Series A preferred shares was transferred to Intermountain in May 1998.

Both the 50,000 shares of Series B and the 10,000 shares of Series A preferred stock were to be sold to a third party prior to closing of the merger. Intermountain has sought Chatfield Dean's assistance in locating a buyer for or other disposition of the shares. As the shares are not publicly traded and there is currently no apparent market for the shares, the liquidity of this investment is questionable and, to date, no buyer has been found. Based on an evaluation of the financial condition of Chatfield, during fiscal 1999, Intermountain established a valuation allowance in the amount of $300,250 representing a write down of 50% of the original cost of the investments in Chatfield Dean. As noted below, Intermountain transferred 25,000 Series B preferred shares, valued at $125,000, to Watson, Farley & Williams as part of the consideration in settlement of a claim for legal services performed in conjunction with the failed merger. Intermountain established an additional valuation allowance for the remaining book value of $175,250 during the year ended February 29, 2000.

Settlement of Legal Services Claim: In December 1998 Intermountain was contacted by a representative of Watson, Farley & Williams regarding an unpaid balance of approximately $425,000 for legal and consulting services performed in connection with the failed merger between Unico and Chatfield Dean. While it was originally understood that Chatfield had agreed to participate in settling the account directly with Watson, Farley & Williams, Chatfield has failed to perform and Watson, Farley & Williams sought to collect the account from Unico. Unico had originally engaged Watson Farley & Williams and had paid a retainer of $25,000. Intermountain negotiated a settlement with Watson Farley & Williams that was agreed to by Watson, Farley & Williams, Unico and Intermountain. In accordance with the agreement, Intermountain paid $150,000 in cash and transferred 25,000 shares of Chatfield Dean Series B 7% cumulative preferred stock to Watson, Farley & Williams in return for a full release of liability of Unico and Intermountain. Intermountain retained the right, but has no obligation, to recover costs, if any, from Chatfield Dean and to repurchase the 25,000 shares of Chatfield Dean preferred stock for $125,000 in the future. The settlement agreement was executed on April 6, 1999. The total settlement amount of $275,000 was recorded as a current liability and charged to results of operations for the year ended February 28, 1999. Payment of the $125,000 cash and transfer of the 25,000 shares of Chatfield Dean preferred stock was made in April, 1999.

<PAGE> S1-68

Note P - Co-Generation Facilities (Discontinued Operation)

Intermountain installed electrical co-generation facilities at its refinery and commenced operations of the co-generation equipment in February 1986. The co-generation facilities and certain ancillary equipment had been acquired under an operating lease with the manufacturer of the equipment. In April 1996, after expiration of the lease, Intermountain acquired the generators from the lessor for $26,950.

In conjunction with the operation of the co-generation facilities, Intermountain had entered into an agreement with a local utility company for the sale of electrical capacity and energy. The agreement was terminated in 1997 and Intermountain had no revenues or operating lease expenses associated with the facility during 1998, 1999 or 2000.

In June of 1999, the management of Intermountain determined that the probability of developing a local market for the sale of electrical energy was low and decided to enter into a marketing agreement which provides for the co-generation equipment to be placed on the market for sale. The net book value of the equipment of $76,130, ($231,971 cost less $155,841 accumulated depreciation), which includes the diesel engine/generator sets, electric switch gear, substation, and heat recovery boilers, was reclassified from property, plant and equipment and presented as co-generation facilities available for sale as of February 28, 1999. In 1999, the engine/generator sets were transported to California for refurbishing and to improve marketability. Costs incurred for transportation and refurbishing are being born by the marketer of the equipment. As of November 30, 2000, Intermountain had not received any formal offers to purchase the equipment. The generators are heavy, medium speed units which are designed for continuous base load operation. It is expected that the market for the equipment will be either offshore or a special domestic situation. Because there is not a broad market for the sale of the equipment, the period of time required to sell the equipment cannot be predicted but may be lengthy. The management of Intermountain believes that the amount projected to be realized from the sale of the equipment will exceed the carrying costs. Accordingly, no impairment allowance is considered necessary.

As of February 28, 1999, the generator building, land, and transformers used to power the refinery equipment and previously included in co-generation equipment were reclassified to refinery land, buildings and equipment as they will continue to be used by Intermountain. The book value of the reclassified assets totaled $23,963, ($58,327 cost less $34,364 accumulated depreciation), as of February 28, 1999.

Results of operations for the discontinued co-generation activities for the years ended February 28, 1998, 1999, and February 29, 2000 and for the nine month period ended November 30, 1999 and November 30, 2000 are as follows:

	February 28, 1998	February 28, 1999	February 29, 2000	November 30, 1999	November 30, 2000
Electrical capacity and energy revenues	$ -	$ -	$ -	$ -	$ -

Operating costs	-	(39,351)	3,820	3,820	-
Depreciation	8,943	8,943	-	-	-
Interest expense	1,061	-	-	-	-
	10,004	(30,408)	3,820	3,820	-

Net income (loss) before income taxes	(10,004)	30,408	(3,820)	(3,820)	-

Provision (benefit) for income taxes - Note G
Current	(3,501)	10,643	-	-	-
Deferred	(10)	(325)	-	-	-
	(3,511)	10,318	-	-	-

Net income (loss)	$ (6,493)	$ 20,090	$ (3,820)	$ (3,820)	$ -

The credit of $39,351 for operating costs during the year ended February 28, 1999 includes the write off of a previously accrued liability for generator repair services that were never performed. Operating costs for the year ended February 29, 2000 of $3,820 include property taxes on the leased equipment for a prior year that the lessor had not previously billed to Intermountain.

<PAGE> S1-69

(Outside Back Cover Page of Prospectus)
- - - - - - - - - - - - - - - - - - - - - - - - - -

The date of this prospectus is April 9, 2001.

Dealer Prospectus Delivery Obligation

Until (90 after the effective date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

End of Prospectus

<PAGE> S1-70

Information Not Required to be Included in Prospectus

Other Expenses of Issuance and Distribution

The following itemized table contains estimates of the costs and expenses associated with the issuance and distribution of the Intermountain common stock:

Description	Amount
	($)
	(1)
SEC registration fees	$ 775
State registration fees	5,000
Federal taxes	-
State taxes	-
Transfer agent fees	3,500
Printing and engraving	4,000
Legal fees	102,000
Accounting fees	80,000
Engineering fees	3,700
Insurance premiums for D&O coverage with respect to this registration statement	-
Total estimated costs and expenses	$ 198,975
	=======

(1) Gross registration costs before application of $125,000 reimbursement of registration costs from Unico.

Indemnification of Officers and Directors; Limitation of Directory Liability

New Mexico law provides for the indemnification of corporate officers, directors, and employees in some circumstances. Intermountain's Articles of Incorporation have been conformed to New Mexico law to provide for such indemnifications.

Intermountain's Articles provide that: (i) it may indemnify any person who is a party or threatened to be made a party to any lawsuit (other than a suit by or for the corporation) by reason of the fact he is or was a director, officer, employee, or agent of the corporation, against expense (including attorneys' fees), judgment, fines, and settlement reasonably incurred by him, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; (ii) the corporation may indemnify any director, officer, employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or for the corporation, against expenses (including attorneys' fees) in connection with the defense or settlement of such suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. No indemnification will be made in respect of any matter as to which such person will have been adjudged to be liable for negligence or misconduct in the performance of his duties to the corporation unless the court determines that person is entitled to indemnity for such expenses; (iii) to the extent that a director, employee, or agent of the corporation has been successful in defense of any proceeding referred to in subparagraph (i) or (ii), he may be indemnified against expenses (including attorneys' fees); (iv) any indemnification under subparagraphs (i) or (ii) (unless ordered by a court) may be made by the corporation only as authorized upon a determination that indemnification of the director, officer, employee or agent is proper because he has met the applicable standard of conduct set forth in subparagraphs (i) or (ii).

<PAGE> S1-71

The determination will be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (2) if such a quorum is not obtainable or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders; (v) expenses (including attorneys' fees) incurred in defending a civil or criminal proceeding may be paid by the corporation in advance provided the directors, officer, employee, or agent agree to repay such amount unless it will ultimately be determined that he is entitled to be indemnified by the corporation; and (vi) the indemnification provided by the Articles is not exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, disinterested directors or otherwise, both while holding such office, and afterwards.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Intermountain under the foregoing provisions, or otherwise, Intermountain has 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.

Recent Sales of Unregistered Securities

There have been no recent sales of Intermountain's common or preferred stock.

Exhibits and Financial Statement Schedules

The following exhibits are filed with this Registration Statement:

Exhibit #	Description
3.1	Amended and Restated Articles of Incorporation
3.2	Bylaws
5.1	Opinion of Counsel
10.1	Stock Purchase Agreement
10.2	Novation Agreement
10.2.1	Amendment No. 1 to the Novation Agreement
10.3	Trust Agreement
10.4	Oneok / Kinder Morgan / KN Energy Gas Sales Agreement
10.5	Paramount Petroleum Agreement
23.1	Consent of Jacobvitz, Thuma & Walker (included in opinion EX 5.1)
23.2	Consent of Atkinson & Co., Ltd.

<PAGE> S1-72

Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
1. Include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
2. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission under Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculations of Registration Fee" table in the effective registration statement.
3. Include any additional or changed material information in the plan of distribution.
For determining liability under the Securities Act of 1933, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer under the foregoing provisions or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against pubic policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

<PAGE> S1-73

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this declaration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Farmington, State of New Mexico, on April 9, 2001.

Intermountain Refining Co., Inc.

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ William N. Hagler_________________ Date: April 9, 2001
William N. Hagler, Chairman of the Board of
Directors, and President

/s/ Rick L. Hurt ____________________ Date: April 9, 2001
Rick L. Hurt, Secretary, Treasurer, Director

<PAGE> S1-74

Index to Exhibits

Exhibit #	Description	Page
3.1	Amended and Restated Articles of Incorporation	S1_EX-1
3.2	Bylaws	S1_EX-10
5.1	Opinion of Counsel	S1_EX-20
10.1	Stock Purchase Agreement	S1_EX-23
10.2	Novation Agreement	S1_EX-53
10.2.1	Amendment No. 1 to the Novation Agreement	S1_EX-69
10.3	Trust Agreement	S1_EX-71
10.4	Oneok / Kinder Morgan / KN Energy Gas Sales Agreement	S1_EX-76
10.5	Paramount Petroleum Agreement	S1_EX-87
23.1	Consent of Jacobvitz, Thuma & Walker ( Included in Exhibit 5.1)	S1_EX-18
23.2	Consent of Atkinson & Co., Ltd.	S1_EX-98

<PAGE> S1-75

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	NUMBER OF SHARES TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE*	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE**	AMOUNT OF REGISTRATION FEE***
Outstanding Common Stock, no par value per share	1,155,609	$1.947	$2,247,963	$775
Total	1,155,609	$1.947	$2,247,963	$775

CROSS REFERENCE SHEET
ITEM IN FORM S-1	CAPTION IN PROSPECTUS	Page in Prospectus

Item 1 : Outside front cover of prospectus	Outside front cover page of prospectus	1
Item 2: Inside front and outside back cover pages of prospectus	Inside front cover page of prospectus Outside back cover page of prospectus	2 67
Item 3: Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges	Prospectus Summary Risk Factors Ratio of Earnings to Fixed Charges (Not Applicable)	3 5 N/A
Item 4: Use of Proceeds	Use of Proceeds	10
Item 5: Determination of Offering Price	Determination of Offering Price	10
Item 6: Dilution	Dilution	11
Item 7: Selling Security Holders	Selling Security Holders	11
Item 8: Plan of Distribution	Plan of Distribution	12
Item 9: Description of Securities to be Registered	Description of Securities	13
Item 10: Interests of named Experts and Counsel	Interests of Named Experts and Council	14
Item 11: Information with respect to the Registrant	Information About Intermountain Table of Contents contains detailed cross reference to Item 11 subsections.	15 2
Item 12: Disclosure of Commission Position on Indemnification for Securities Act Liabilities	Not Applicable	N/A

	Page
Prospectus Summary	3
Risk Factors	5
Use Of Proceeds	10
Determination Of Offering Price	10
Federal Income Tax Consequences Of The Distribution	10
Dilution	11
Selling Security Holders	11
Plan Of Distribution	12
Description Of Securities	13
Interests Of Named Experts And Counsel	14
Information About Intermountain
History Of Business	15
Description Of Business Activities	16
Description Of Properties	21
Legal Proceedings	22
Market Price, Dividends, And Other Matters	22
Financial Statements Of Intermountain	23
Supplemental Financial Information	23
Selected Financial Data	23
Managements Discussion And Analysis Of Financial
Condition And Results Of Operations	25
Changes In And Disagreements With Accountants	35
Directors And Executive Officers	36
Compensation Of Directors And Executive Officers	37
Security Ownership Of Certain Beneficial
Owners And Management	38
Certain Relationships And Related Party Transactions	39
Index To Financial Statements	41

Type of Security :	Common Stock, no par value per share

Number of Shares Presently Outstanding	1,155,609 shares (Held in trust)

Number of Shares Outstanding After the Distribution:	1,155,609 shares

Year Ended	Continuing Operations	Discontinued Operations	Net Income/Loss
November 30, 2000 (9months)	$(102,979)	$ -	$(102,979)
February 28, 2000	$(467,455)	$ (3,820)	$(471,275)
February 28, 1999	$(750,557)	$ 20,090	$(730,467)
February 28, 1998	$(185,235)	$ 210,673	$ 25,438
February 28, 1997	$(213,556)	$(512,020)	$(725,576)

All amounts in $ per share	Shareholder
	A	B
Original purchase price paid for Unico common stock	$5.00	$1.00
Assumed market value of Intermountain common stock	$1.49	$1.49
Ordinary dividend income assuming Unico has no accumulated earnings and profits on the date of the distribution	$0.00	$0.00
Reduction of basis in Unico stock	$1.49	$1.00
Taxable gain from the sale or exchange of property	$0.00	$0.49
Income tax liability assuming a tax rate of 27%	$0.00	$0.13
Adjusted basis in Unico stock	$3.51	$0.00

*Financial Position:*
	As of the last day of February					As of November 30,
	1996	1997	1998	1999	2000	1999	2000
	(in thousands)
						(Unaudited)
Working capital	$ 173	$ 863	$ 1,294	$ 923	$ 785	$ 802	$ 772

Current ratio	1.31:1	4.09:1	14.37:1	4.00:1	1.72:1	13.57:1	1.94:1

Total assets	$ 4,422	$ 3,178	$ 3,174	$ 2,596	$ 2,909	$ 2,112	$ 2,545

Long term debt, including current portion	$ 310	$ 197	$ -	$ -	$ -	$ -	$ -

Long term debt, excluding current portion	$ 234	$ 9	$ -	$ -	$ -	$ -	$ -

Stockholders' equity	$ 3,528	$ 2,803	$ 3,019	$ 2,288	$ 1,814	$ 2,048	$ 1,718

23
<PAGE> S1-26

*Results of Operations:*
						Nine months ended
	Year ended February					November 30,
	1996	1997	1998	1999	2000	1999	2000
	(in thousands except per share data)
						(Unaudited)
Revenues
Natural gas production	$ 141	$ 245	$ 216	$ 213	$ 299	$ 236	$ 338
Asphalt storage and
manufacturing agreements	60	-	-	30	3	2	308
Petroleum product sales	468	479	-	1	-	-	-
Real estate rental	15	12	13	20	26	20	22
Consulting fees	-	-	3	41	21	7	9
Other income	116	-	4	-	57	57	-
Total revenues	$ 800	$ 736	$ 236	$ 305	$ 406	$ 322	$ 677

Net income (loss) from continuing operations before income taxes	$ (420)	$ (327)	$ (278)	$ (841)	$ (467)	$ (235)	$ (103)

Net income (loss) from continuing operations	$ (274)	$ (214)	$ (185)	$ (751)	$ (467)	$ (235)	$ (103)

Net income (loss) from discontinued operations	$ 816	$ (512)	$ 210	$ 20	$ (4)	$ (4)	$ -

Net income (loss)	$ 542	$ (726)	$ 25	$ (731)	$ (471)	$ (239)	$ (103)

Common shares outstanding (as restated)	1,156	1,156	1,156	1,156	1,156	1,156	1,156

Net income (loss) from continuing operations per common share	$ (0.24)	$ (0.18)	$ (0.16)	$ (0.65)	$ (0.41)	$ (0.21)	$ (0.09)

Net income (loss) from discontinued operations per common share	$ 0.71	$ (0.44)	$ 0.18	$ 0.02	$ NIL	$ NIL	$ -

Net income (loss) per common share	$ 0.47	$ (0.62)	$ 0.02	$ (0.63)	$ (0.41)	$ (0.21)	$ (0.09)

Cash flow from operations	$ (45)	$ 12	$ 546	$ (171)	$ (439)	$ (430)	$ 47

Cash flow from financing activities	$ (86)	$ (113)	$ (28)	$ -	$ -	$ -	$ NIL

Cash flow from investing activities	$ (152)	$ 218	$ 369	$ 77	$ (71)	$ (69)	$ -

Dividends declared per common share	$ N/A	$ N/A	$ N/A	$ N/A	$ N/A	$ N/A	$ N/A

	Fiscal Year Ended
	February 28, 1998	% Change	February 28, 1999	% Change	February 29, 2000
Cash and cash equivalents (unrestricted)	$ 1,236,506	(8%)	$ 1,142,794	(88%)	$ 132,347
Cash and cash equivalents (restricted)	-	-	-	100+%	500,000
Total cash and cash equivalents	$ 1,236,506	(8%)	$ 1,142,794	(45%)	$ 632,347

Working capital	$ 1,293,676	(29%)	$ 922,961	(15%)	$ 784,538

	November 30, 1999 (Unaudited)	% Change (1)		% Change (1)	November 30, 2000 (Unaudited)
Cash and cash equivalents (unrestricted)	$ 644,087	(44%)		36%	$ 179,430
Cash and cash equivalents (restricted)	-	-		0%	500,000
Total cash and cash equivalents	$ 644,087	(44%)		8%	$ 679,430

Working capital	$ 801,504	(13%)		1%	$ 792,101

(1) Compared to amount as of the beginning of the respective fiscal year

Name and Address	Age	Position	Held Since

William N. Hagler 603 Merino Kraal Farmington, New Mexico 87401	68	President and Director	1984

Rick L. Hurt 5701 Tee Dr. Farmington, New Mexico 87402	48	Controller, Secretary, Treasurer	1985

Name and Principal Positions	Year	Salary	Bonus	Other Annual Compensation	Long-Term Compensation Awards - Restricted Stock Awards	All Other Compensation
		($)	($)	($)	(#)	($)

William N. Hagler	2000	$101,164	$ 0	$ 0	0	$3,035 (1)
Chief Executive Officer and Director	1999 1998	$101,164 $100,958	$ 0 $ 0	$ 0 $ 0	0 0	$3,035 (1) $ 0

Rick L. Hurt	2000	$ 54,889	$ 0	$ 0	0	$1,647 (1)
Secretary, Treasurer, and Director	1999 1998	$ 54,889 $ 54,777	$ 0 $2,500	$ 0 $ 0	0 0	$1,647 (1) $ 0

All officers and directors as a group ( 2 persons)	2000 1999 1998	$156,053 $156,053 $155,735	$ 0 $ 0 $2,500	$ 0 $ 0 $ 0	0 0 0	$4,682 (1) $4,682 (1) $ 0

Title of Class	Name and address of Beneficial owner	Amount and nature of Beneficial ownership	Percent of Class
Common stock,	William N. Hagler	560,408 shares of	48.50%
no par value	603 Merino Kraal	record and beneficially
	Farmington, NM 87401

Common stock,	William & Helen Braddock	133,400 shares of	11.54%
no par value	P.O. Box 403	record and beneficially
	Dorado, PR 00646

	Page
Report of Independent Auditors, February 28, 1998 and February 29, 2000	42

Report of Independent Auditors, February 28, 1998	43

Balance Sheets as of February 28, 1999, February 29, 2000, and November 30, 2000	44

Statements of Operations and Comprehensive Income for the years ended
February 28, 1998, 1999 and February 29, 2000 and for the nine months ended
November 30, 1999 and November 30, 2000	46

Statements of Cash Flows for the years ended
February 28, 1998, 1999 and February 29, 2000 and for the nine months ended
November 30, 1999 and November 30, 2000	47

Statements of Changes in Stockholders' Equity
for the years ended February 28, 1998, 1999 and February 29, 2000
and for the nine months ended November 30, 2000	48

Notes to financial statements	49

Intermountain Refining Co., Inc.
Balance Sheets
	February 28,	February 29,	November 30,
	1999	2000	2000
Assets		Restated	Unaudited
Current Assets
Cash and cash equivalents - Note A	$ 1,142,794	$ 132,347	$ 179,430
Restricted cash and cash equivalents - Note I	-	500,000	500,000
Accounts receivable - Note B	38,740	216,343	98,425
Accounts receivable from related parties - Note H	27,171	2,162	-
Inventories - Note D	-	1,018,999	805,250
Income tax refund receivable - Note H	22,018	-	-
Prepaid expenses	-	10,000	13,339
Total Current Assets	1,230,723	1,879,851	1,596,444
Property, Plant and Equipment, at cost - Note H
Land, buildings and improvements	463,654	463,654	463,654
Equipment	164,930	164,930	164,930
Crude oil refining equipment	1,212,333	1,212,333	1,216,333
Oil and gas properties, (successful efforts method) - Note L and M	894,400	985,731	985,731
	2,735,317	2,826,648	2,830,648
Less accumulated depletion and depreciation	(1,939,203)	(2,064,492)	(2,154,885)
	796,114	762,156	675,763

Other Assets
Investment in Chatfield Dean, (net) - Note O	300,250	-	-
Investment in Unico - Note H	-	-	-
Available-for-sale investments - Note E	138,000	111,325	125,296
Notes and accrued interest receivable from related parties - Note H	-	-	-
Deferred tax receivable - Note G	-	1,861	-
Certificate of deposit - Note A	20,000	20,000	20,000
Co-generation facilities available for sale - Note P	76,130	76,130	76,130
Other assets - Note C	34,862	57,577	51,654
	569,242	266,893	273,080
	$ 2,596,079	$ 2,908,900	$ 2,545,287
	========	========	========

Intermountain Refining Co., Inc.
Balance Sheets, Continued
	February 28,	February 29,	November 30,
	1999	2000	2000
Liabilities and Stockholders' Equity		Restated	Unaudited
Current Liabilities
Accounts payable	$ 29,311	$ 1.091.885	$ 821,514
Legal service claim payable - Note O	275,000	-	-
Taxes other than income taxes	3,201	3,328	2,829
Income taxes payable - Note G	250	100	-
Total Current Liabilities	307,762	1,095,313	824,343
Deferred Taxes - Note G	-	-	2,409
Commitments and Contingencies - Note I	-	-	-
Stockholders' Equity - Notes A, H and I
Common stock, no par value, authorized 10,000,000 shares,
issued and outstanding 1,155,609 shares in 1999 and 2000	1,455,314	1,455,314	1,455,314

Preferred stock, $0.01 par value, authorized 5,000,000 shares,
0 shares issued and outstanding.	-	-	-

Retained earnings	833,003	361,728	258,749
Accumulated other comprehensive gain/(loss) - Note E	-	(3,455)	4,472
	2,288,317	1,813,587	1,718,535

	$ 2,596,079	$ 2,908,900	$ 2,545,287
	========	========	========

Intermountain Refining Co., Inc.
Statements of Operations and Comprehensive Income

	For the year ended			9 months ended
	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000
Revenues			Restated	Unaudited	Unaudited
Natural gas production revenues	$ 216,137	$ 212,987	$ 299,247	$ 236,437	$ 338,228
Asphalt storage and manufacturing agreements - Note D	-	30,000	2,743	1,618	307,684
Petroleum product sales	-	584	-	-	-
Real estate rental income	13,182	20,344	26,225	20,106	22,010
Consulting fees - Note H	3,315	41,325	20,519	6,519	9,000
Other income - Note H	3,628	-	57,143	57,143	-
	236,262	305,240	405,877	321,823	676,922
Costs and Expenses
Cost of sales	101,787	152,057	99,164	71,291	470,464
General and administrative - Note O	318,451	610,360	320,515	244,650	233,328
Depletion, depreciation and amortization	122,800	125,422	125,289	95,023	90,393
Bad debt expense	-	8,024	106,020	-	5,132
Unrealized loss on writedown of investments - Notes H and O	-	300,250	260,578	175,250	-
Interest and investment income, net	(28,853)	(49,986)	(38,357)	(29,459)	(19,416)
	514,185	1,146,127	873,209	556,755	779,901
Loss From Continuing Operations Before Income Taxes	(277,923)	(840,887)	(467,332)	(234,932)	(102,979)

Provision (benefit) for income taxes - Note G
Current	(76,998)	(32,405)	123	-	-
Deferred	(15,690)	(57,925)	-	-	-
	(92,688)	(90,330)	123	-	-
Net Loss From Continuing Operations	(185,235)	(750,557)	(467,455)	(234,932)	(102,979)

Discontinued Operations:
Income (loss) from co-generation operations (less applicable income taxes of $(3,511) in 1998, $10,318 in 1999 and $0 in 2000) - Notes P and G	(6,493)	20,090	(3,820)	(3,820)	-

Income (loss) from operations related to the investment in IC Partners, Ltd (less applicable income taxes of $80,384) - Note N	264,732	-	-	-	-

Loss on disposal of investment in IC Partners, Ltd (less applicable income tax credit of $14,443) - Note N	(47,566)	-	-	-	-

Net Income (Loss) - Note A	25,438	(730,467)	(471,275)	(238,752)	(102,979)

Other Comprehensive Income, net of tax:
Unrealized holding gains/(losses) on investments available for sale (net of income tax expense/ benefit of $(1,861) for the year ended February 2000, and $(827) and $4,270 for the 9 months ended November 1999 and 2000, respectively)- Notes E and G	-	-	(3,455)	(1,536)	7,927

Comprehensive Income (Loss)	$ 25,438	$ (730,467)	$ (474,730)	$ (240,288)	$ (95,052)
	=========	=========	=========	=========	=========
Weighted Average Number of Shares Outstanding - Note A	1,155,609	1,155,609	1,155,609	1,155,609	1,155,609

Basic and Fully Diluted Earnings Per Share
Net loss from continuing operations	$ (0.16)	$ (0.65)	$ (0.41)	$ (0.21)	$ (0.09)
Net income (loss) from discontinued operations	0.18	0.02	(0.00)	(0.00)	(0.00)
Net income (loss) per share	$ 0.02	$ (0.63)	$ (0.41)	$ (0.21)	$ (0.09)
	========	=========	========	========	========
The accompanying notes are an integral part of these financial statements.

Intermountain Refining Co., Inc. Statements of Cash Flows
	For the year ended			For the nine months ended
	February 28,	February 28,	February 29,	November 30,	November 30,
	1998	1999	2000	1999	2000
Cash Flows From Operating Activities			Restated	Unaudited	Unaudited
Net income (loss)	$ 25,438	$ (730,467)	$ (471,275)	$ (238,752)	$ (102,979)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
Depreciation, depletion and amortization	131,743	134,365	125,289	95,023	90,393
Deferred income taxes	(27,550)	(58,250)	-	-	-
Bad debt expense	-	8,024	106,020	-	5,132
Unrealized loss on writedown of investments - Notes H and O	-	300,250	260,578	175,250	-
Notes receivable accepted as reimbursement of legal costs - Note H	-	-	(125,000)	(125,000)	-
Receipt of Unico common stock included in income - Note H	-	-	(57,143)	(57,143)	-
Realized loss on disposal of investments available for sale	-	-	2,732	1,246	-
Conversion of interest on debentures to common stock	18,690	-	-	-	-
Loss on investment in partnership - Note N	(44,121)	-	-	-	-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	98,135	(41,462)	(180,779)	(161,559)	114,949
(Increase) decrease in inventories	-	20,861	(1,018,999)	(1,018,999)	213,749
Increase in prepaid expenses	-	-	(10,000)	-	(3,339)
Increase in accrued interest receivable	-	-	(5,188)	-	-
Decrease in refundable deposits	2,541	-	-	-	-
Increase (decrease) in accounts payable and accrued expenses	(17,890)	235,803	912,702	(118,626)	(270,871)
Increase (decrease) in income taxes accrued/receivable	358,755	(40,225)	21,868	(250)	(100)
Net Cash Flow Provided (Used) by Operating Activities	545,741	(171,101)	(439,195)	(429,811)	46,934

Cash Flows From Investing Activities
Purchases of available for sale mutual funds	-	(138,000)	(38,540)	(35,540)	(1,774)
Proceeds from disposal of available for sale mutual funds	-	-	57,167	33,166	-
Decrease (increase) in cash value of life insurance polices	(18,048)	133,004	(22,715)	-	(5,923)
Increase in certificates of deposit	-	(20,000)	-	-	-
Capitalized gas well completion costs	-	-	(91,331)	(87,952)	-
Purchase of equipment	-	-	-	-	(4,000)
Cash distributions from partnership	178,784	-	-	-	-
Investment in Chatfield Dean	(500)	-	-	-	-
Issuance of notes receivable	(416,300)	(147,572)	-	-	-
Collections of notes receivable	625,409	249,957	24,167	21,430	-
Net Cash Flow Provided (Used) by Investing Activities	369,345	77,389	(71,252)	(68,896)	149

Cash Flows From Financing Activities
Purchase of Unico treasury stock	(9,016)	-	-	-	-
Payments on long-term debt	(18,619)	-	-	-	-
Net Cash Flow (Used) by Financing Activities	(27,635)	-	-	-	-
Increase (Decrease) in Cash and Cash Equivalents	887,451	(93,712)	(510,447)	(498,707)	47,083

Cash and Cash Equivalents at Beginning of Year	349,055	1,236,506	1,142,794	1,142,794	632,347

Cash and Cash Equivalents at End of Year	$ 1,236,506 =========	$ 1,142,794 =========	$ 632,347 ========	$ 644,087 ========	$ 679,430 ========
Intermountain paid interest of approximately $1,600 in 1998, $1,462 in 1999, and $17 in 2000. Intermountain paid interest of approximately $17 and $0 during the nine months ended November 30, 1999 and 2000, respectively.

Intermountain paid income taxes of $200 in 1998, $25,030 in 1999, and $250 in 2000, and received refunds of income taxes of $362,300 in 1998, $6,567 in 1999, and $21,995 in 2000. Intermountain paid income taxes of $250 and $100 for the nine month period ended November 30, 1999 and 2000, respectively.

	Gross	Net	Gross	Net	Gross	Net
Developed Acreage
Kansas	11, 241	9,196	11,241	9,196	11,241	9,196

Undeveloped Acreage	-	-	-	-	-	-