Mr. Zlatniski is also the sole officer and stockholder of two North Carolina Corporations, Carolina Tea Company and Carolina Chocolate, Ltd., both with the business address of 731 Prince Rd., Greensboro, NC 27455. During the last five years, Mr. Zlatniski has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the same past five years.

Item 3. Source and Amount of Funds or Other Consideration

All securities previously purchased and are currently held in Mr. Zlatniski’s own personal accounts or IRAs were fully paid using his personal funds. None of the securities have now or ever been pledged for any loans nor used for other margin purposes.

Item 4. Purpose of Transaction

Mr. Zlatniski has reduced his holdings by approximately 0.4% of the issuer in open market transactions on 5/9/06, to diversify holdings and eliminate his personal indebtedness.  While he plans no sales in the future, he may reduce his stake further or increase his stake at anytime, based upon the Company’s news releases and other publicly disseminated information or market valuations.

As previously disclosed, Mr. Zlatniski may increase or decrease his stake in Pyramid Oil at any time, make bids or place offers in private or open market transactions. Those decisions will be based upon several factors including his own personal financial situation and publicly disclosed information regarding the financial status of Pyramid Oil.

While Mr. Zlatniski remains very confident in the management of Pyramid Oil and the Company’s prospects, he may engage in conversations with management, the board of directors or other shareholders who seek to improve shareholder value. While currently having no intentions to do so at the present time, Mr. Zlatniski may make proposals to the board of directors or seek a seat on the Company’s board of directors should he feel that it would benefit all its shareholders.

Item 5. Interest in Securities of the Issuer

(a) State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2:

4.94% based upon the 3,741,645 shares owing to the three for two stock split recently in effect.

(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared:

Mr. Zlatniski owns all 184,890 shares represented in this filing in an IRA or personal brokerage account.

(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d -191), whichever is less, by the persons named in response to paragraph (a):