**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION**Washington, D.C.  20549**FORM 10-QSB**

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[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES				             EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

[  ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES            				  EXCHANGE ACT OF 1934

For the transition period from           to           Commission File No. 0-10089Unioil(Exact name of small business issuer as specified in its charter)
| Nevada                                                               | 93-0782780                              |
|----------------------------------------------------------------------|-----------------------------------------|
| (State or other jurisdiction of							incorporation or organization) | (IRS Employer							Identification No.) |

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.				                                                                                                                          Yes [X]  No [   ]				Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                   Yes [   ]  No [X]				As of April 30, 2006, 9,993,969 shares of the issuer’s common stock, par value $0.01 per share, were outstanding.				Transitional Small Business Disclosure Format:  Yes [   ]  No [X]

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**FORWARD-LOOKING STATEMENTS**

           This Report includes statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included in this Report, other than statements of historical facts, address matters that the issuer reasonably expects, believes or anticipates will or may occur in the future. In some cases, one can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other, similar terminology.  All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to the issuer, or persons acting on the issuer’s behalf, are expressly qualified in their entirety by the cautionary statements included under “Risk Factors” and elsewhere in this Report. Except as required by law, the issuer undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.  Forward-looking statements include, but are not limited to the following:
    - the issuer’s future financial position, including working capital and anticipated cash flow;				     amounts and nature of future capital expenditures;				access to capital and financing;				
- wells to be drilled or reworked;				     oil and natural gas prices and demand;				existing fields, wells and prospects;				
- estimates of proved oil and natural gas reserves;				     reserve potential;				development and drilling potential;				
- expansion and other development trends in the oil and natural gas industry;				     the issuer’s business strategy;			- production of oil and natural gas;				     effects of federal, state and local regulation;				insurance coverage;				
- employee relations;				     investment strategy and risk; and				expansion and growth of the issuer’s business and operations.			
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           				Although the issuer believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Disclosure of important factors that could cause actual results to differ materially from the issuer’s expectations, or cautionary statements, are included under “Risk Factors” and elsewhere in this Report, including, without limitation, in conjunction with the forward-looking statements. Factors, among others that could cause actual results to differ materially from the issuer’s expectations, include:
unexpected changes in business or economic conditions;				
- significant changes in natural gas and oil prices;				     timing and amount of production;				unanticipated down-hole mechanical problems in wells or problems related to producing reservoirs or infrastructure;				
- changes in overhead costs;				     material events resulting in changes in estimates; and				competitive factors.			
           The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties.  Such forward-looking statements are based on assumptions that the issuer will obtain or have access to adequate financing for each successive phase of its operations or growth, that there will be no material, adverse competitive or technological change affecting the issuer’s business, that the issuer’s executive officers and other significant employees will remain employed as such by the issuer, and that there will be no material, adverse change in the issuer’s operations or business, or in governmental regulation affecting the issuer.  The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive, and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the issuer’s control.
**Risk Factors**
           **Industry Risks**
           As an operator of and interest holder in a number of producing oil and gas wells, the Company’s products consist of unrefined petroleum products such as crude oil, natural gas and condensates therefrom.  The Company is a relatively small producer and its position in the industry is insignificant.  The oil and gas industry is very competitive and is dominated by a number of large producers, refiners and retailers.  Such companies have substantially greater resources and expertise and significant competitive advantages over the Company.  The Company’s ability to market its products, and the prices at which it can market them, are subject to numerous factors and conditions existing in the industry over which the Company has no control. Crude oil prices are determined on worldwide markets and are constantly fluctuating based on a number of political and economic factors.  The Company can sell its oil only to large refineries, oil companies and other users at whatever the prevailing price in such markets is at the time.  Also, natural gas is generally				2
				sold to a gas processing company that has pipelines and other distribution facilities sufficiently nearby to connect to the wells.  If no such facilities exist, a well may be shut in even though capable of production.  As of December 31, 2005, none of the gas-producing wells in which the Company had an interest was shut in.  As of that date, moreover, the Company had gas and oil contracts in place for all the production from the wells in which the Company had an interest.
           **Management Risks**
           Management of the Company consists of Charles E. Ayers, Jr., the Chief Executive Officer and Chief Financial Officer, and Jamie Hood, who serves as Secretary/Treasurer as well as manager of the day-to-day operations of the company. Ms. Hood is the only full-time employee of the Company and, therefore, the only person who is able to devote all of her time to the affairs of the Company. Consequently, management of the Company has historically relied upon, and will continue to rely upon for the foreseeable future, the employment of outside consultants and independent contractors such as attorneys, accountants, geologists, petroleum engineers, financial advisors, pumpers and others to assist management in conducting the business affairs of the Company. The Chief Executive Officer and directors of the Company have other business interests in which they devote their primary attention or a substantial portion of their time and they are expected to continue to do so for the foreseeable future. As a result, there are at least potential conflicts of interest which may arise because of such other commitments. Any such conflicts, however, have been and are expected to be resolved through the exercise of sound business judgment by such individuals consistent with their fiduciary duties to the Company.           As a direct result of the Company’s lack of adequate staffing, there are, and are expected to continue to be, material weaknesses in the Company’s disclosure controls and procedures.  See Part I – Item 3 – Controls and Procedures.
           **Securities Market and Stock Ownership Risks**
           There is no predictable method by which investors in the securities of the Company shall be able to realize any gain or return on their investment in the Company, or shall be able to recover all or any substantial portion of the value of their investment. The Company has not paid dividends on its common stock, and does not anticipate paying such dividends in the foreseeable future. There is, moreover, currently no public market for the securities of the Company, and no assurance can be given that a market will develop or that an investor will be able to liquidate his investment without considerable delay, if at all. Consequently, should the investor suffer a change in circumstances arising from an event not contemplated at the time of his investment, and should the investor therefore wish to transfer the common stock owned by him, he may find he has only a limited or no ability to transfer or market the common stock. Accordingly, purchasers of the common stock need to be prepared to bear the economic risk of their investment for an indefinite period of time. If a market should develop, the price may be highly volatile. Factors such as those discussed in this “Risk Factors” section may have a significant impact upon the market price of the securities of the Company. Owing to what may be expected to be the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for any loans. The Company has no agreement with any securities				3
				broker or dealer that is a member of the National Association of Securities Dealers, Inc., to act as a market maker for the Company’s securities. Should the Company fail to obtain one or more market makers for the Company’s securities, the trading level and price of the Company’s securities will be materially and adversely affected. Should the Company happen to obtain only one market maker for the Company’s securities, the market maker would in effect dominate and control the market for such securities. The Company’s registered securities are covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written, agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and also may affect the ability of investors in securities of the Company to sell their securities in any market that might develop therefor.				           Of the currently issued and outstanding shares of common stock of the Company, approximately 7,802,000 shares (approximately 78% of the total number of shares outstanding) are owned by, or are under the direct or indirect control of, only two individuals. That number of shares is enough to dominate and control the price and trading volume in the Company’s securities. Because those shares are controlled by such a limited number of persons, selling decisions by either or both of those persons can be expected to have a substantial impact upon (or “overhang” over) the market, if any, for the common stock. Should either or both of such persons chose to sell a large number of shares over a short period of time, the market price for the shares could be significantly depressed.				           The majority of the Company’s authorized but unissued common stock remains unissued. The board of directors of the Company has authority to issue such unissued shares without the consent or vote of the stockholders of the Company. The issuance of these shares may dilute the interests of investors in the securities of the Company and will reduce their proportionate ownership and voting power in the Company.
**PART I—FINANCIAL INFORMATION**

**Item 1.  Financial Statements**           See attached Financial Statements and Schedules.**Item 2.  Management's Discussion and Analysis or Plan of Operation           **As a result of audit adjustments recorded as of and for the year ended December 31, 2005, the financial statements for the interim periods of that year have been restated to conform to the annual presentation. The following discussion and analysis gives effect to these restated financial statements for the quarter ended March 31, 2005.           					**Liquidity and Capital Resources**	4****

**           **In the quarter ended March 31, 2006, Unioil (the “Company”) had two primary sources of liquidity.  The first was the Company’s cash position, held primarily in demand-deposit bank accounts.  Cash was $1,152,351 at March 31, 2006.  This compares to $706,382 at December 31, 2005, the end of the Company’s most recently completed fiscal year.            					The Company’s second primary source of liquidity was cash flow from operations.  For the quarter, the Company’s average monthly cash flow from operating activities was $149,760. This figure compares to average monthly cash flow from operating activities of $51,930 for the quarter ended March 31, 2005.           					Of the $448,608 in costs of refracturing during the quarter, approximately $341,000 was incurred on wells refractured during the last two weeks of March. Consequently, the revenues associated with this work will be realized in subsequent periods. There was also a small increase in operating expenses associated with an increase in the number of wells that had reached payout under the 1996 Drilling Agreement with Prima Oil & Gas Company (the “Unioil/Prima Agreement”). See, Exhibits 10.1, 10.2, 10.3 and 10.4.           					At March 31, 2006, the Company’s net working capital had decreased to $705,505 as compared to $743,041, at December 31, 2005.  This decrease is primarily attributable to the Company’s expenditure of $448,608 in refracturing five existing oil-and-gas wells during the first quarter of 2006.  That refracturing continues the Company’s plan for the development of its assets, with these expenditures being made with internally generated cashflow.  Although the Company anticipates that these refracturings will result in increased revenues from those wells, the bulk of those revenues will not be realized until subsequent quarters.             Management anticipates a further program of well refracturings. Management is engaged in an active evaluation of options for a combination of financial arrangements for that program, as well as for the drilling of new wells.           					Management considers the Company’s liquidity and capital resources adequate to meet the Company’s current and foreseeable general and administrative expenses, and other internal needs.  Management believes such liquidity and resources to be sufficient, moreover, to support the Company’s ongoing business operations, such as continued production from the Company’s existing wells.            					The Company’s liquidity, however, is highly dependent upon market prices for oil and gas.  Those prices have a history of rapid and dramatic fluctuation.  Management’s assessments of the Company’s liquidity, therefore, must be qualified in recognition of instability in the market prices for the Company’s products.  A change in those prices can be expected to have a material effect upon the Company’s liquidity.            Management believes, moreover, that the Company’s current liquidity and capital resources alone are inadequate for all of the Company’s possible future business operations, and are insignificant in comparison to other participants in the industry.  Such resources are not sufficient to finance more than a portion of the anticipated growth in the Company’s business operations.  The Company recognizes in this regard that its possible future business operations could include drilling its undeveloped acreage (6,990 gross acres) in Colorado on the 40-acre spacing now permitted on 					5

					those properties.  As a result, the Company is, and expects to remain, dependent upon possible industry partners and other outside sources of capital.  The Company is in negotiations with a regional energy bank to provide a line-of-credit to the Company to accommodate its business operations in the near term.  Management is unable to predict with certainty at this time the future availability of such partners or such capital, or the terms, if any, that might govern the Company’s participation with such partners or the Company’s access to such capital. In particular, there is no assurance that the Company will obtain the line-of-credit that is currently under negotiation.           					**Results of Operations           **The Company holds up to a 27.5% after-payout working interest in 43 wells drilled under the Unioil/Prima Agreement.  At March 31, 2006, 27 of the 43 wells had reached payout. At March 31, 2005, 22 of the 43 wells had reached payout.

           The Company’s revenues from oil and gas sales increased by $265,205 to $603,555 from $338,350 (as restated) for the quarters ended March 31, 2006 and 2005, respectively.    This increase in revenues was attributable primarily to the increase in production resulting from the Company’s completion of a previously uncompleted zone in an existing well and to the refracturing of an existing zone in a second well in late 2005. In addition, the revenues increased because the Company participated in the drilling and completion of a well with Petro-Canada, which acquired Prima Oil & Gas Company in November, 2004, although that well was not subject to the original Unioil/Prima Agreement.  Revenues also increased as a result of: (1) the refracturing of five wells operated by Petro-Canada; (2) the wells drilled in previous years that had reached payout under the Unioil/Prima Agreement; and (3) increases in the prices of oil and natural gas.					           Costs of production increased by $500,523 to $585,359 from $84,836  for the quarters ended March 31, 2006 and 2005, respectively.  This increase in production costs is primarily attributable to the Company’s expenditure of $448,608 in the refracturing of five existing oil-and-gas wells during the first quarter of 2006.  Of these amounts, $341,157 was expended on the refracturing of two Unioil operated wells and $107,451 on refracturing of wells operated by another operator.           					The Company’s general and administrative expenses decreased by $37,536 to $114,858 from $152,394 (as restated) for the quarters ended March 31, 2006 and 2005, respectively.  The decrease is attributable primarily to decreases in consulting fees.            Depreciation, depletion and amortization expenses increased by $15,974 to $61,962 from $45,988 (as restated) for the quarters ended March 31, 2006 and 2005, respectively.   This increase is primarily a result of increases in the production from existing wells and the additional production from the wells that had reached payout under the Unioil/Prima Agreement.           					Interest and other expenses were $102 compared to $133 for the quarters ended March 31, 2006 and 2005, respectively.  The decrease in these expenses is attributable primarily to the reduction in the outstanding balance of the Company’s indebtedness to Ford Credit Corporation on a Company owned vehicle.             The Company realized a decrease in net income of $132,482 to a net loss of $96,147 for the quarter ended March 31, 2006, as compared to net income of $36,335 (as restated) for the corresponding period of 2005.  The decrease in net income for the quarter ended March 31, 2006, 					6

					as compared to the corresponding period of the previous fiscal year, is attributable primarily to increases in operating costs, as described above.  Those increases in expenses, however, were somewhat offset by increases in revenues.             **Prior Period Adjustments           **The Company has restated prior years' financial statements to reflect the removal from its full cost pool of certain proved undeveloped reserves which had been included in reserve reports for prior years.  The cumulative effect was additional cost-ceiling write offs of $2,232,554, which in turn results in decreased depreciation, depletion and amortization in subsequent periods.  Depreciation, depletion and amortization as restated totaled $45,988 for the quarter ended March 31, 2005, as compared to the previously reported amount of $57,566.           					The prior years' financial statements were also corrected for errors in the recognition of revenue and costs of revenue for the Company’s non-operated wells, the effect of which was to decrease net income in the quarter ended March 31, 2005 by $56,193.            					The Company reevaluated its deferred tax asset valuation allowance, giving consideration to its demonstrated taxable income for recent periods as well as projected taxable income as a result of its increased returns on the development expenditures under the Unioil/Prima Agreement, and its anticipation of additional revenues from planned capital investment in existing wells. As a result of its reevaluation, the Company determined that it was more likely than not that a portion of its existing tax loss carryforwards would be utilized to offset future taxable income.  Consequently, the Company recorded a reduction in its deferred tax asset valuation allowance of $1,439,347 to the restated retained earnings balance at December 31, 2003.**Item 3.  Controls and Procedures           **Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “Commission”), such as this Report on Form 10-QSB, is recorded, processed, summarized and reported within the time periods specified by the Commission. Disclosure controls are designed also with an objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Company's chief executive officer (who also acts as the Company's chief financial officer) in a manner that will allow timely consideration regarding required disclosures.           					The evaluation of the Company's disclosure controls by its chief executive officer included a review of the objectives and design of the controls, the operation of the controls, and the effect of the controls on the information presented in this Report.  The Company's management, including its chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors or all fraud, if any.  A control system, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance that the objectives of the system are met.  Projections of any evaluation of the disclosure controls and procedures to future periods, moreover, are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures might deteriorate.					7

					           					As a result of his review and evaluation as of the end of the period covered by this Report (the “Evaluation Date”), and subject to the inherent limitations described above, the Company’s chief executive officer has concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain material weaknesses.           					A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.           					The material weaknesses that management has identified are the direct result of the Company’s lack of additional full-time employees to permit the proper segregation of duties.  Currently, the Company’s chief executive officer and the Company’s Treasurer, the only full-time employee, have sole responsibility for the Company’s receipts and disbursements.  The Company’s chief executive officer, moreover, is not involved on a day-to-day basis in the financial transactions of the Company, and does not spend a significant amount of time in the Company's offices.  See “Risk Factors – Management Risks.”  The Company does not employ any other parties on an in-house basis to prepare the Company’s financial statements and periodic public filings.  Such reliance upon the Company’s only full-time employee impairs the Company’s ability to provide for a proper segregation of duties and the ability to ensure consistently complete and accurate financial reporting and, therefore, impairs the effectiveness of the Company’s disclosure controls and procedures.           					Because of the relatively limited scale of the Company’s business and administrative activities, management has determined that it would not be cost effective to implement a substantial increase in the in-house staffing of the Company’s accounting function.  In particular, the Company does not anticipate hiring a full time controller in the foreseeable future.  Accordingly, management recognizes that the lack of segregation of duties will constitute an ongoing deficiency in the Company’s internal controls.           					There were no significant changes in the Company’s disclosure controls and procedures, or in other factors that could have a material effect upon the Company’s internal controls, subsequent to the Evaluation Date.					8

**PART II—OTHER INFORMATION**

**Item 1.  Legal Proceedings**           					As of the date of filing this Report, no present officer or director of the Company: 1) has had any petition filed, within the past five years, in U.S. Bankruptcy or state insolvency proceedings on such person's behalf or on behalf of any entity of which such person was an officer or general partner within two years of filing; or 2) has been convicted in a criminal proceeding within the past five years or is currently a named subject of a pending criminal proceeding; or 3) has been the subject, within the past five years, of any order, judgment, decree or finding (not subsequently reversed, suspended or vacated) of any court or regulatory authority involving violation of securities or commodities laws, or barring, suspending, enjoining or limiting any activity relating to securities, commodities or other business practice.           					Unioil vs. Fred C. Jones. By a Complaint with Jury Demand filed on December 1, 2005, the Company commenced a civil action in the District Court in and for Weld County, Colorado (Case No. 2005CV2215) against Fred C. Jones, a former employee of Unioil. That Complaint alleged claims against Mr. Jones for fraud, breach of fiduciary duty, conversion and commercial theft. In compliance with applicable laws and the Colorado Rules of Civil Procedure, no amounts of monetary damages were stated in the Complaint. However, Mr. Jones failed to answer or otherwise respond to the Complaint in this action and the Company timely filed a Motion for Default Judgment on December 30, 2005, which listed and quantified the damages sought by the Company against Mr. Jones. That Motion listed those damages as including: (a) actual damages in the amount of $197,839, trebled pursuant to Colorado Revised Statutes §18-4-405 to $593,517; (b) statutory interest at the rate of 8% per annum compounded annually pursuant to Colorado Revised Statutes §5-12-102(1) on the amount of the Company’s funds wrongfully withheld, misappropriated or unlawfully converted by Mr. Jones from the date of such wrongful conduct to the date of payment; and (c) attorneys’ fees in the amount of $1,980 and costs of this action in the amount of $331.            By Order for Default Judgment dated March 10, 2006, the District Court in and for Weld County, Colorado, entered a Judgment against Mr. Jones in the total amount of $595,828. The Judgment further provided that the damages awarded would accrue interest at the statutory rate of 8% per annum compounded annually from the date of the wrongful withholding, misappropriation or unlawful conversion of the relevant funds by Mr. Jones. By applicable rules, all such judgments are automatically stayed for a period of 15 days before any collection activity can begin. As of the date of filing of this Report, that 15-day period had expired. Unioil, therefore, intends to continue to pursue collection efforts.					            By Order dated May 1, 2006, Mr. Jones was required to deliver within 10 days thereafter his certificate for common stock in Unioil to Unioil’s counsel.  Mr. Jones has failed to do so and Unioil will take further action in this case to obtain possession of that stock certificate or to otherwise control any disposition of that stock.  Mr. Jones’ certificate represents 452,500 shares of common stock of the Company after the one-for-ten reverse stock split that was effective December 29, 2005.  Management continues to be of the opinion that the amount of the Judgment with accrued interest substantially exceeds the assets of Mr. Jones that would be available for collection. Therefore, 						9

									management does not believe that Unioil will be able to collect all or substantially all of this Judgment**Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds**           					For the period covered by this Report, no information is required to be furnished pursuant to this Item 2.**Item 3.  Defaults Upon Senior Securities										           **For the period covered by this Report, no information is required to be furnished pursuant to this Item 3.**Item 4.  Submission of Matters to a Vote of Security Holders										           **No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the period covered by this Report.  The last meeting of stockholders of the Company was held on November 30, 2005.**Item 5.  Other Information										           **For the period covered by this Report, no information is required to be furnished pursuant to this Item 5.**Item 6.  Exhibits and Reports of Form 8-K										           ****Exhibits										           **Except as listed below, exhibits to this Report consist of documents previously filed, which documents are incorporated herein as exhibits to this Report by reference to registration statements and other reports previously filed by the Company pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934.										10

Exhibit No.

Description

Location

10.1

Farmout/Farmout Option Agreement, Weld County, Colorado, dated November 7, 1996, by and between Prima Oil & Gas Company and the Company.

Incorporated by reference to Exhibit No. 10.1 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 (Commission File No. 0-10089)

10.2

Extension, dated March 24, 1999, of Farmout/Farmout Option Agreement, Weld County, Colorado, dated November 7, 1996, by and between Prima Oil and Gas Company and the Company

Incorporated by reference to Exhibit No. 10.3 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999 (Commission File No. 0-10089).

10.3

Extension, dated February 21, 2001, of Farmout/Farmout Option Agreement, Weld County, Colorado, dated November 7, 1996, by and between Prima Oil and Gas Company and the Company

Incorporated by reference to Exhibit No. 10.4 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 (Commission File No. 0-10089).

10.4

Extension, dated December 13, 2001, of Farmout/Farmout Option Agreement, Weld County, Colorado, dated November 7, 1996, by and between Prima Oil and Gas Company and the Company

Incorporated by reference to Exhibit No. 10.4 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 (Commission File No. 0-10089).

31

Certification of Mr. Ayers Pursuant to Rules 13a-14 or 15d-14

  

32

Certification of Mr. Ayers Pursuant to Section 1350

  

					11

****

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**SIGNATURES**

           					In accordance with the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                  **UNIOIL**

Date:  May 25, 2006                                      /s/ Charles E. Ayers, Jr.                                                                                                         Charles E. Ayers, Jr., Chairman                                                                   (on behalf of the registrant, and as principal                                                                   executive officer, principal financial officer, and                                                                   principal accounting officer of the registrant)

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**UNIOIL****UNAUDITED CONDENSED FINANCIAL STATEMENTS****MARCH 31, 2006**
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**UNIOIL****CONTENTS**

                                                                            **PAGE**

                              —                Unaudited Condensed Balance Sheets,						                                                       March 31, 2006 and December 31, 2005                            2						                              —                Unaudited Condensed Statements of Operations,						                                                      For the three months ended March 31, 2006 and 2005         3						                               —                Unaudited Condensed Statements of Cash Flows,						                                                      For the three months ended March 31, 2006 and 2005         4						                               —                Notes to Unaudited Condensed Financial Statements          5 - 7

**UNIOIL****UNAUDITED CONDENSED BALANCE SHEETS**

March 31,December 31, 2006  2005 **CURRENT ASSETS:**    Cash $      1,152,351  $      706,382     Joint interest and trade accounts receivable, net of allowance      for doubtful accounts of $ 7,185 and $6,777, respectively208,525 346,297     Prepaid assets 4,278 9,662     Current deferred tax asset           61,954            2,511                  Total Current Assets1,427,108  1,064,852   **PROPERTY AND EQUIPMENT,**net21,812  24,523   **INVESTEMENT IN OIL AND GAS PRODUCING****   PROPERTIES**, full cost method, net of depletion1,078,713  1,137,118  **DEFERRED TAX ASSETS**      1,224,467     1,224,467  **TOTAL ASSETS** $      3,752,100  $    3,450,960 ======================== **LIABILITIES AND STOCKHOLDERS' EQUITY** **CURRENT LIABILITIES:**    Note payable - current portion $           10,004  $            9,964     Joint interest and trade accounts payable433,763  95,354     Accrued taxes          277,836         216,493                  Total Current Liabilities721,603  321,811  **NOTE PAYABLE,**less current portion             8,482            10,987                  Total Liabilities         730,085         332,798  **STOCKHOLDERS' EQUITY:**    Common stock, $.01 par value, 100,000,000 shares        authorized, 9,993,969 shares issued and outstanding99,940 99,940     Capital in excess of par value19,813,569 19,813,569     Retained deficit  (16,891,494)  (16,795,347)                 Total Stockholders' Equity     3,022,015       3,118,162  **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** $      3,752,100  $     3,450,960 =======================				The accompanying notes are an integral part of these unaudited condensed financial statements.

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**UNIOIL****UNAUDITED CONDENSED STATEMENTS OF OPERATIONS**

								For The Three Months Ended March 31,   2006 
 2005 

*(Restated)***
**REVENUE:**        Oil and gas sales $           603,555 
 $            338,350 
 **EXPENSES:**        Production costs and related taxes585,359 
84,836 
        General and administrative114,858 
152,394 
        Depreciation, depletion and amortization          61,962 
          45,988 
                  Total Expenses        762,179 
        283,218 
 **INCOME (LOSS) BEFORE OTHER INCOME								(EXPENSE)**      (158,624)
         55,132 
 **OTHER INCOME (EXPENSE):**        Interest and other income3,136 
2,834 
        Interest and other expense             (102)
             (133)
                  Total Other Income (Expense)           3,034 
           2,701 
 **INCOME (LOSS) BEFORE INCOME TAXES**(155,590)
57,833 
 **CURRENT TAX (EXPENSE) BENEFIT**                   - 
                   - 
 **DEFERRED TAX (EXPENSE) BENEFIT**         59,443 
        (21,498)
 **NET INCOME (LOSS)** $            (96,147)
$             36,335 
============================   **NET INCOME (LOSS) PER COMMON SHARE** $                (0.01)
 $                 0.00 
				The accompanying notes are an integral part of these unaudited condensed financial statements.

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**UNIOIL****UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS**

								Three Months Ended March 31,  2006  2005 *(Restated)***Cash Flows From Operating Activities:**       Net income (loss)								$           (96,147)								$           36,335        Adjustments to reconcile net income (loss) to            net cash provided by operating activities:                Depreciation, depletion and amortization								61,962 								45,988                 Deferred income tax expense							                (benefit)								(59,443)								21,498                 Changes in assets and liabilities:                      Decrease in joint interest and trade accounts receivable								137,772 								51,786                       Decrease in prepaid assets								5,384 								3,807                       Increase in joint interest and trade accounts payable								338,409 								15,698                       Decrease in accrued payroll taxes								- 								(44,086)                      Increase in accrued taxes								61,343 								24,765                            Net Cash Provided by Operating Activities								449,280								155,791 **Cash Flows From Investing Activities:**       Investment in oil and gas properties								(846)								-        Purchase of property and equipment								- 								(3,428)                            Net Cash (Used) by Investing Activities								           (846)								(3,428) **Cash Flows From Financing Activities:**       Payments to notes payable								        (2,465)								(2,433)                            Net Cash (Used) by Financing Activities								(2,465)								(2,433) **Net Increase in Cash**								445,969 								149,930  **Cash at Beginning of Year**								706,382								420,321 **Cash at End of Year**								$        1,152,351 								$         570,251 								=============								============= **Supplemental Disclosures of Cash Flow Information:**       Cash paid during the period:              Interest								$                 102 								$               142 								=============								=============              Income Taxes								$                      - 								$                    - 								=============								============= **Supplemental Schedule of Non-cash Investing and Financing Activities:**       For the three months ended March 31, 2006:              None                     For the three months ended March 31, 2005:              None				The accompanying notes are an integral part of these unaudited condensed financial statements.

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**UNIOIL****NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Condensed Financial Statements****-** The accompanying financial statements have been prepared by the Company 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 cash flows at March 31, 2006 and 2005 and for the periods then ended have been made.  The March 31, 2005 financial statements have been restated to give effect to audit adjustments made for the year ended December 31, 2005.						Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2005 audited financial statements.  The results of operations for the periods ended March 31, 2006 and 2005 are not necessarily indicative of the operating results for the full year.

**NOTE 2 - PROPERTY AND EQUIPMENT**

The following is a summary of property and equipment - at cost, less accumulated depreciation as of:
March 31,								2006December 31,								2005              Office Equipment$        5,315  $       5,315              Transportation equipment48,905 48,90554,220 54,220              Less:  accumulated depreciation (32,408)  (29,697)   $       21,812  $     24,523======================					Depreciation expense for the three months ended March 31, 2006 and 2005 amounted to $2,711 and $2,877, respectively.
**NOTE 3 - OIL AND GAS ACTIVITIES**

The Company’s activities primarily consist of operating existing wells and monitoring the status of its leases.  Depletion expense on oil and gas properties was $59,251 and $43,111 for the three months ended March 31, 2006 and 2005, respectively.

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**UNIOIL****NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 4 - NOTE PAYABLE**

In January 2003, the Company signed a note payable in the amount of $48,905 to a financing institution.  The note is secured by a vehicle with a net book value of $17,117 at March 31, 2006.  The note has an annual interest rate of 1.9% and matures in January 2008.						The note payable matures as follows for the twelve-month periods ended:
										March 31, 										Principal Due										2007										$        10,004										2008										8,482										2009										-										2010										-										$        18,486										============
**NOTE 5 - RELATED PARTY TRANSACTIONS**

The Company paid a director/shareholder of the Company $1,500 and $-0- as director’s fees during the three months ended March 31, 2006 and 2005, respectively.						The Company paid an officer/shareholder of the Company $15,000 and $20,000 as director’s fees during the three months ended March 31, 2006 and 2005, respectively.

**NOTE 6 - CONCENTRATIONS OF CREDIT RISKS**

As of March 31, 2006, the Company had cash balances in excess of federally insured amounts of $1,062,229.

**NOTE 7 - INCOME TAXES**

Income tax expense (benefit) is recorded based on annualized interim results.  The components of income tax expense are as follows:
For the Three Months Ended March 31,									2006									2005Current tax (expense) benefit									$                -									$                 -Deferred tax (expense) benefit									  59,443									  (21,498) Total income tax (expense) benefit									$       59,443									$     (21,498)									==========									==========
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**UNIOIL****NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 8 - NET INCOME (LOSS) PER SHARE**

The following data show the amounts used in computing net income (loss) per share:
									For the Three Months Ended March 31,20062005  Net Income (Loss) available to common stockholders								     (numerator) $          (96,147)$          36,335Weighted average number of common shares outstanding        used in income per share for the period (denominator)9,993,9699,993,969					Dilutive loss per share was not presented, as the Company had no options, warrants or other dilutive potential securities outstanding at March 31, 2006 or 2005.
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