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 in the issuer by approximately 0.8% in open market transactions as directed by him to diversify his personal holdings as an insurance against the loss of income from his employer’s decision to relocate his department’s work to Atlanta and the resulting uncertainty of his continuing employment with SunTrust Banks. Another factor was the recent weakness in the price of Pyramid Oil’s stock following the release of the 12/31/2004 10K on 3/31/2005.

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:

5.37% based on 2,494,430 shares outstanding as reported by Pyramid Oil in their latest SEC 10K filing filed on 3/31/2005.

(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 134,060 shares represented in this filing in an IRA or personal brokerage account. In 2004, Mr. Zlatniski accepted transfer of 5,600 shares of Common stock previously held by his wife (Virginia Zlatniski) in her IRA in a private transaction upon the transfer of a certificate which was withdrawn from Virginia’s IRA into her name which was then subsequently reregistered into Mr. Zlatniski’s name alone. Those shares were included in the totals of previous 13D filings and did not increase nor decrease Mr. Zlatniski’s holdings or percentage of holding’s in Pyramid Oil as both Mr. Zlatniski and Virginia Zlatniski filed as one group or holder in previous filings.

(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):