UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


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

                                    For the quarterly period ended June 30, 2005

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                                      For the transition period ended __________

                                               Commission file number: 000-51046


                              PETRAMERICA OIL, INC.
                              ---------------------
                 (Name of Small Business Issuer in its charter)


            Colorado                                            84-1039067
            --------                                            ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                         2560 W. Main Street, Suite 200
                            Littleton, Colorado 80120
                            -------------------------
                    (Address of principal executive offices)

                                 (303) 794-9450
                                 --------------
                (Issuer's telephone number, including area code)

     Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:

         Common Stock, $.001 Par Value, 2,087,910 shares as of June 30, 2005.


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.       Financial Statements

<TABLE>
<CAPTION>


                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                                 Balance Sheets
                                   (unaudited)


                                                                June 30,   December 31,
                                                                  2005        2004
                                                               ---------    ---------

                                     Assets
<S>                                                            <C>          <C>
Current assets
   Cash                                                        $   5,803    $  13,081
                                                               ---------    ---------

        Total current assets                                       5,803       13,081
                                                               ---------    ---------

Total assets                                                   $   5,803    $  13,081
                                                               =========    =========


                     Liabilities and Stockholders' (Deficit)

Current liabilities
   Accounts payable                                            $     887    $      --
   Note payable, related party                                     8,000           --
                                                               ---------    ---------
        Total current liabilities                                  8,887           --
                                                               ---------    ---------

Stockholders' (deficit)
   Preferred stock, no par value, 2,000,000 shares
    authorized, none issued and outstanding                           --           --

   Common stock, no par value, 20,000,000 shares
    authorized, 2,087,910 shares issued and outstanding          104,396      104,396
   Additional paid-in capital                                    145,974      145,974
   Deficit accumulated during the development stage             (253,454)    (237,289)
                                                               ---------    ---------
        Total stockholders' (deficit)                             (3,084)      13,081
                                                               ---------    ---------

Total liabilities and stockholders' (deficit)                  $   5,803    $  13,081
                                                               =========    =========
</TABLE>




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

                                      - 1 -

<PAGE>

                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                            Statements of Operations
                                   (unaudited)



                                                For the Three   For the Three
                                                Months Ended     Months Ended
                                                  June 30,         June 30,
                                                    2005             2004
                                                ------------    ------------


Revenues                                        $         --    $         --
                                                ------------    ------------

Operating expenses

   General and administrative expenses                 3,177           4,434
                                                ------------    ------------
        Total operating expenses                       3,177           4,434
                                                ------------    ------------

Other (expense)

    Interest (expense)                                   (37)             --
                                                ------------    ------------
Net (loss)                                      $     (3,214)   $     (4,434)
                                                ============    ============


Loss per share                                  $        Nil    $        Nil
                                                ============    ============


Weighted average number of shares outstanding      2,087,910       2,087,910
                                                ============    ============



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

                                      -2-

<PAGE>

<TABLE>
<CAPTION>


                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                           Statements of Operations
                                   (unaudited)




                                                For the Six    For the Six       Period from
                                                Months Ended   Months Ended   September 22, 1986
                                                  June 30,       June 30,    (inception) through
                                                  --------       --------          June 30,
                                                    2005           2004              2005
                                                -----------    -----------    ----------------
<S>                                             <C>            <C>            <C>
Revenues                                        $        --    $        --    $             --
                                                -----------    -----------    ----------------

Operating expenses


   General and administrative expenses               16,128          5,446             253,417
                                                -----------    -----------    ----------------

        Total operating expenses                     16,128          5,446             253,417
                                                -----------    -----------    ----------------

Other (Expense)

    Interest (expense)                                  (37)            --                 (37)
                                                -----------    -----------    ----------------

Net loss                                        $   (16,165)   $    (5,446)   $       (253,454)
                                                ===========    ===========    ================

Loss per share                                  $      (.01)   $       Nil    $           (.12)
                                                ===========    ===========    ================



Weighted average number of shares outstanding     2,087,910      2,087,910           2,087,910
                                                ===========    ===========    ================
</TABLE>


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

                                       -3-

<PAGE>

<TABLE>
<CAPTION>


                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)
                                                                                      Period from
                                                                                      September 22,
                                                          For the Six Months Ended   1986 (inception)
                                                                  June 30,              through
                                                          ------------------------      June 30,
                                                              2005         2004          2005
                                                           ---------    ----------   --------------

<S>                                                        <C>          <C>          <C>
Cash flows from operating activities
   Net loss                                                $ (16,165)   $  (5,446)   $    (253,454)
   Adjustments to reconcile net loss to net cash used in
    operating activities
     Changes in assets and liabilities
       Accounts payable                                          887           --              887
                                                           ---------    ---------    -------------
        Net cash (used in) operating activities              (15,278)      (5,446)        (252,567)
                                                           ---------    ---------    -------------

Cash flows from financing activities
   Proceeds from issuance of common stock                         --           --          190,370
    Proceeds from note payable, related party                  8,000           --            8,000
   Cash received from stockholders                                --           --           60,000
                                                           ---------    ---------    -------------
        Net cash provided by financing activities                 --           --          258,370
                                                           ---------    ---------    -------------

Net increase (decrease) increase in cash                      (7,278)      (5,446)           5,803

Cash - beginning of period                                    13,081       11,704               --
                                                           ---------    ---------    -------------

Cash - end of period                                       $   5,803    $   6,258    $       5,803
                                                           =========    =========    =============

Cash paid for interest                                     $      --    $      --    $          --
                                                           =========    =========    =============

Cash paid for income taxes                                 $      --    $      --    $          --
                                                           =========    =========    =============
</TABLE>


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


                                      -4-
<PAGE>


                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                          Notes to Financial Statements
                            June 30, 2005 (Unaudited)



Note 1- Unaudited Financial Statements
--------------------------------------

The balance sheets as of June 30, 2005, and December 31, 2004, the statements of
operations and the statements of cash flows for the three month and six month
periods ended June 30, 2005 and 2004 have been prepared by Petramerica Oil,
Inc.(Company) without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures, normally included in the financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America, have been condensed or omitted as allowed by such rules and
regulations, and the Company believes that the disclosures are adequate to make
the information presented not misleading. 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
financial position at June 30, 2005 and for all periods presented, have been
made.

It is suggested that these statements be read in conjunction with the September
30, 2004 audited financial statements and the accompanying notes included in the
Company's Registration Statement on Form 10-SB, filed with the Securities and
Exchange Commission.


Note 2- Description of Business and Summary of Significant Accounting Policies
------------------------------------------------------------------------------

Petramerica Oil, Inc. (the Company) was incorporated in the State of Colorado on
September 22, 1986. The Company was formed to pursue oil and gas activities in
the Rocky Mountain region, but has been primarily involved in raising capital
and has not conducted any significant operations since inception. The Company
intends to evaluate, structure and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole proprietorships.
The Company may seek to acquire a controlling interest in such entities in
contemplation of later completing an acquisition.

The Company is a start-up company that has not had any significant revenue since
inception. The Company realized a net loss of approximately $253,000 during the
period from inception through June 30, 2005, and there is no assurance that the
Company will generate revenue or earn profit in the future.

The Company has been economically dependent on its officers and directors to
fund operations. In order to meet its liquidity needs during the next fiscal
year, the Company will receive additional financing from its officers, directors
and stockholders.

Cash
----

The Company considers all highly liquid instruments purchased with an original
maturity of three months or less to be cash equivalents. The Company continually
monitors its positions with, and the credit quality of, the financial
institutions with which it invests.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


                                      -5-
<PAGE>



Note 3 - Going Concern
----------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital and a stockholders' deficit and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependant upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.

The Company has been economically dependant on its officers and directors to
fund operations. In order to meet its liquidity needs during the next fiscal
year, the Company will receive additional financing from its officers, directors
and stockholders. Management believes that this plan provides an opportunity for
the Company to continue as a going concern.


Note 4 - Stockholders' Equity
-----------------------------

During the period from September 22, 1986 (inception) through March 15, 1989,
the Company issued an aggregate of 85,910,000 (pre-split) shares of the
Company's common stock to investors for proceeds of $188,270, net of offering
costs.

In January 1993, the stockholders of the Company approved a decrease in the
number of authorized shares of common stock from 300,000,000 shares to
20,000,000 and approved a change in par value of the Company's common stock from
$.00001 per share to $.05 per share. The stockholders also authorized the
issuance of 2,000,000 shares of preferred stock with a $.10 par value. The
stockholders also approved a 1,000-for-1 reverse stock split of existing
outstanding common shares, resulting in 85,910 shares of the Company's common
stock issued and outstanding after the split.

In October 1996, the Company issued an aggregate of 2,002,000 shares of the
Company's common stock for proceeds of $2,100.

On March 25, 2002, a director of the Company entered into a Stock Purchase
Agreement (the Agreement) to sell 2,002,460 shares of the Company's common stock
to new investors for consideration of $30,000, representing approximately 95.9%
of the Company's outstanding common shares. In connection with the Agreement,
the two existing directors of the Company resigned, and three new directors were
appointed.

During 2002, the Company received an additional $30,000 of capital from existing
stockholders. No shares were issued by the Company in connection with this
funding, and the transactions have been recorded as a $30,000 increase to
paid-in capital.

                                      -6-
<PAGE>



During 2002, the Company amended their articles of incorporation to change the
par value of the common stock from $.05 to no par value and the par value of the
preferred stock from $.10 to no par value. The accompanying financial statements
reflect this change for all periods presented.

During 2004, the Company received an additional $30,000 of capital from existing
stockholders. No shares were issued by the Company in connection with this
funding and the transactions have been recorded as a $30,000 increase to paid in
capital.

Note 5 - Note Payable, Related Party
------------------------------------

During May 2005, the Company borrowed $8,000 from a related party. The note is
uncollateralized, bears interest at 5% per annum, and matures in May 2006.








                                      -7-

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation

Results of Operations

Three Months Ended June 30, 2005 compared with Three Months Ended June 30, 2004

     No operating revenues were generated during the three months ended June 30,
2005 and June 30, 2004. Operating expenses decreased by $1,257 to $3,177 for the
three months ended June 30, 2005. The decreased operating expenses resulted from
decreased professional fees paid in 2005 as compared with 2004. The Company's
net loss decreased to $3,214 for the three months ended June 30, 2005 compared
to $4,434 for the three months ended June 30, 2004.

Six Months Ended June 30, 2005 compared with Six Months Ended June 30, 2004

     No operating revenues were generated during the six months ended June 30,
2005 and June 30, 2004. Operating expenses increased by $10,682 to $16,128 for
the six months ended June 30, 2005. The increased operating expenses resulted
from decreased professional fees paid in 2005 as compared with 2004. The
Company's net loss increased to $16,165 for the six months ended June 30, 2005
compared to $5,446 for the six months ended June 30, 2004.


Liquidity and Capital Resources

     As of June 30, 2005, the Company had a working capital deficit of $(3,084),
compared to working capital of $13,081 at December 21, 2004.

     The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
major shareholders.

Item 3.   Controls and Procedures

     Within 90 days prior to the date of filing of this report, we carried out
an evaluation, under the supervision and with the participation of our officers
and directors, including our Chief Executive Officer and Chief Financial
Officer, of the design and operation of our disclosure controls and procedures.
Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures are effective
for the gathering, analyzing and disclosing the information we are required to
disclose in the reports we file under the Securities Exchange Act of 1934,
within the time periods specified in the SEC's rules and forms. There have been
no significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.

     Our management does not expect that our disclosure controls or internal
controls over financial reporting will prevent all errors or all instances of
fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system's objectives
will be met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Because of the inherent limitation of a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

                                       -8-
<PAGE>

PART II. OTHER INFORMATION

Item 1.       Legal Proceedings

         None

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

         None

Item 3.       Defaults upon Senior Securities

         None

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

         None

Item 5.       Other Information

         None

Item 6.       Exhibits and Reports on Form 8-K

         (a)  Exhibit 31 - Certification pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

         (b)  Exhibit 32 - Certification pursuant to 18 U.S.C. Section 1350 as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         (c)  During the six months covered by this report, the Company filed a
              report on March 28, 2005 on Form 8-K/A reporting a change in its
              Independent Auditors from Ehrhardt Keefe Steiner & Hottman, P.C.
              to Schumacher & Associates, Inc. effective March 16, 2005.




                                      -9-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.


Date:    August 4, 2005            PETRAMERICA OIL, INC.
                                       (Registrant)


                                   /s/ Earnest Mathis, Jr.
                                   -----------------------
                                   Earnest Mathis, Jr.
                                   Chief Executive Officer, President,
                                   Chief Financial Officer,
                                   (Principal Accounting Officer) and Director






                                      -10-
<PAGE>