UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-10089
CUSIP NUMBER 904808300
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
_______________________________________________________
PART I -- REGISTRANT INFORMATION
Unioil
Full Name of Registrant
_______________________ __
Former Name if Applicable
3817 Carson Avenue
Address of Principal Executive Office (Street and Number)
Evans, CO 80620
City, State and Zip Code
PART II -- RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box, if appropriate)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
[X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N- SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
The subject report could not be filed without unreasonable effort or expense for the following reasons.
In response to a letter dated June 27, 2006 from the staff of the Division of Corporation Finance of the Securities and Exchange Commission commenting upon the registrant's Annual Report on Form 10-KSB for the year ended December 31, 2005 and its Quarterly Report on Form 10-QSB for the period ended March 31, 2006, the registrant determined to amend several portions of the narrative and of the financial statements in those Reports. The time and effort required for preparing those amended Reports contributed to a delay in completing the Form 10-QSB for the period ended June 30, 2006.
Those amended Reports are currently being reviewed in draft form by the staff of the Division of Corporation Finance at their request. The registrant believes that future amendments, if any, to the Quarterly Report for the period ended June 30, 2006 may be avoided or minimized if it has the benefit of the staff's comments on the draft of the amended Quarterly Report for the period ended March 31, 2006 before filing the latter Quarterly Report. An extension of time will allow more opportunity for the staff to complete its review of the proposed amended Report for the period ended March 31, 2006 and to transmit any additional comments to the registrant.
In addition, it was determined only recently (i.e., on Friday, August 11, 2006) that certain transactions would require amended notes or additional notes and related revisions to the financial statements to be filed as part of the Report on Form 10-QSB for the period ended June 30, 2006. The time and effort that has been expended in that regard further delayed the completion of that Report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contract in regard to this notification.
Jack M. Merritts 720 931-3200
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
A reasonable estimate of significant change, if any, in results of operations from the previous fiscal year cannot be made at this time for the reasons set forth under PART III -- NARRATIVE.
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Unioil
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 14, 2006 By: /s/ Charles E. Ayers, Jr.
Charles E. Ayers, Jr., President
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