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 March 31, 2006

       |_| 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 March 31, 2006.




<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)

                                 Balance Sheets


                                                                          March 31,   December 31,
                                                                            2006         2005
                                                                          ---------   -----------
                                                                         (Unaudited)  (See Note 1)
                                     Assets
Current assets
<S>                                                                       <C>          <C>
    Cash                                                                  $   6,336    $     229
                                                                          ---------    ---------

                          Total current assets                                6,336          229
                                                                          ---------    ---------

Total assets                                                              $   6,336    $     229
                                                                          ---------    ---------

                     Liabilities and Stockholders' (Deficit)

Current Liabilities
     Accounts payable                                                     $   5,094    $     604
     Accrued interest payable                                                   400          239
     Loans payable, related parties                                          16,000        8,000
                                                                          ---------    ---------

                           Total current liabilities                         21,494        8,843
                                                                          ---------    ---------


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                 250,370      250,370
     Accumulated deficit during development stage                           (70,837)     (64,293)
     Accumulated deficit                                                   (194,691)    (194,691)
                                                                          ---------    ---------


                            Total stockholders' (deficit)                   (15,158)      (8,614)
                                                                          ---------    ---------



Total liabilities and stockholders' (deficit)                             $   6,336    $     229
                                                                          ---------    ---------
</TABLE>


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


                                      -1-

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                Period from
                                                                                March 25, 2002
                                                                                (date of new
                                                Three Months   Three Months     development
                                                    Ended         Ended         stage) to
                                               March 31, 2006  March 31, 2005   March 31, 2006
                                                -----------    -----------      --------------
<S>                                             <C>            <C>              <C>
Revenues                                        $        --    $        --      $        --

Operating Expenses
   Audit and accounting fees                          4,000            300           28,236
   Legal Fees                                         1,365         10,000           26,719
   Shareholder expenses                                 998          2,178           15,129
   Other general & administrative expense                20            473              353
                                                -----------    -----------      -----------

   Total Operating Expenses                           6,383         12,951           70,437

Net Operating Loss                                   (6,383)       (12,951)         (70,437)

Other (Expense)
   Interest (Expense)                                  (161)             0             (400)
                                                -----------    -----------      -----------

Net Loss                                        $    (6,544)   $   (12,951)     $   (70,837)
                                                ===========    ===========      ===========


Loss per Share                                  $     (0.00)   $     (0.01)           (0.03)
                                                ===========    ===========      ===========


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.


                                      -2-

<PAGE>
<TABLE>
<CAPTION>
                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)
                                                                                        Period from
                                                                    For the Three       March 25, 2002
                                                                     Months Ended       (date of new
                                                                      March 31          development
                                                                ---------------------   stage) to
                                                                   2006       2005      March 31, 2006
                                                                ---------   ---------   ---------------
<S>                                                             <C>         <C>         <C>
Cash flows from operating activities
     Net (loss)                                                 $ (6,544)   $(12,951)   $       (70,837)
     Adjustments to reconcile net loss to net cash used in
        operating activities
          Changes in assets and liabilities
               Accounts payable                                    4,651         324              1,173
                                                                --------    --------    ---------------


                  Net cash (used in) operating activities         (1,893)    (12,627)           (69,664)
                                                                --------    --------    ---------------


Cash flows from financing activities

      Proceeds from loans payable, related parties                 8,000          --             16,000

      Paid-in-Capital                                                 --          --             60,000
                                                                --------    --------    ---------------


                    Net cash provided by financing activities      8,000          --             76,000
                                                                --------    --------    ---------------


Net increase (decrease) in cash                                    6,107     (12,627)             6,336


Cash - beginning of period                                           229      13,081                 --
                                                                --------    --------    ---------------

Cash - end of period                                            $  6,336    $    454    $         6,336
                                                                ========    ========    ===============

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

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


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


                                      -3-
<PAGE>

                              PETRAMERICA OIL, INC.
                          (a Development Stage Company)
                          Notes to Financial Statements
                           March 31, 2006 (Unaudited)



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

The balance sheets as of March 31, 2006, the statements of operations and the
statements of cash flows for the three month periods ended March 31, 2006 and
2005 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 March 31, 2006 and for all periods presented,
have been made.

It is suggested that these statements be read in conjunction with the December
31, 2005 audited financial statements and the accompanying notes included in
Form 10-KSB, 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 $ 70,837 during the
period from March 25, 2002 (date of new development stage) through March 31,
2006, and there is no assurance that the Company will generate revenue or earn
profit in the future. Effective March 25, 2002 (date of new development stage),
the Company commenced activities to become current in reporting with the SEC
with the intention to become a publicly trading company.

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.


                                      -4-
<PAGE>
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.


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.


                                      -5-
<PAGE>
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.

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.

During February 2006, the Company borrowed $8,000 from a related party. The note
is uncollateralized, bears interest at 5% per annum, and matures in February
2007.







                                      -6-
<PAGE>





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

Results of Operations
---------------------

Three Months Ended March 31, 2006 compared with Three Months Ended March 31,
2005

     No operating revenues were generated during the three months ended March
31, 2006 and March 31, 2005. Operating expenses decreased by $ 6,568 to $ 6,383
for the three months ended March 31, 2006. The decreased operating expenses
resulted principally from decreased professional fees paid in 2006 as compared
with 2005. The Company's net loss decreased to $ 6,544 for the three months
ended March 31, 2006 compared to $ 12,951 for the three months ended March 31,
2005.

Liquidity and Capital Resources
-------------------------------

     As of March 31, 2006, the Company had a working capital deficit of
($15,158), compared to working capital deficit of $($8,614) at December 31,
2005.

     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.


                                       -7-
<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



                                      -8-
<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:    May 8, 2006               PETRAMERICA OIL, INC.
                                       (Registrant)


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





                                      -9-
<PAGE>