U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2005

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                            Superior Oil and Gas Co.
             (Exact name of registrant as specified in its charter)


    NEVADA                         000-50173                         87-0537621
--------------             ------------------------                -------------
  (State of                (Commission File Number)                (IRS Employer
Incorporation)                                                      I.D. Number)

                            14910 Northwest 36 Street
                                 Yukon, OK 73099
                                  405-350-0404
             -------------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

Check  whether  the  issuer  (1)  filed  all  reports  required  to be  filed by
Section 13  or 15(d) of the Exchange  Act during the past twelve  months (or for
such shorter period 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 [ ]

As of May 12, 2005,  there were  16,960,714  shares of the  Registrant's  Common
Stock, par value $0.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION                                                 3

Item 1.  Financial Statements                                                  3

Item 2.  Management's Discussion and Analysis or Plan of Operation            13

Item 3.  Controls and Procedures                                              15

PART II - OTHER INFORMATION                                                   15

Item 1.  Legal Proceedings                                                    15

Item 2.  Unregistered Sales of Equity Securities                              15

Item 6.  Exhibits and Reports on Form 8-K                                     15

SIGNATURES                                                                    17












                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                                                            PAGE
                                                                            ----

Balance Sheets                                                                 4
Statements of Operations                                                       5
Statements of Cash Flows                                                       6
Notes to Financial Statements                                                  7












                                       3
<PAGE>

                            Superior Oil and Gas Co.
                                 Balance Sheets
                      March 31, 2005 and December 31, 2004
                                  (Unaudited)



                                                     March 31,     December 31,
                  ASSETS                               2005            2004
                                                   ------------    ------------

Current Assets
    Cash                                           $          8    $        516
                                                   ------------    ------------

Total Assets                                       $          8    $        516
                                                   ============    ============




LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable                               $    176,490    $    144,707
    Note payable                                         70,000          70,000
                                                   ------------    ------------
                                                        246,490         214,707
Other liabilities
    Legal judgment                                      522,189            --
    Debtor judgment                                        --           513,747
                                                   ------------    ------------

    Total Liabilities                                   768,679         728,454
                                                   ------------    ------------

Shareholders' Equity
    Common stock, $0.001 par value per share
    200,000,000 shares authorized, 15,460,714
    outstanding at March 31, 2005 and
    15,460,714 outstanding at December 31, 2004          15,461          15,461
Additional paid-in capital                            1,234,435       1,218,643
Accumulated deficit                                  (2,018,567)     (1,962,042)
                                                   ------------    ------------

    Total Shareholders' Equity                         (768,671)       (727,938)
                                                   ------------    ------------

Total Liabilities and Shareholders' Equity         $          8    $        516
                                                   ============    ============




See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       4
<PAGE>

                            Superior Oil and Gas CO.
                            Statements of Operations
               For the Three months ended March 31, 2005 and 2004
                                  (Unaudited)



                                              Three           Three
                                           Months Ended    Months Ended
                                             March 31,       March 31,
                                               2005            2004
                                           ------------    ------------

Revenue                                    $       --      $       --
                                           ------------    ------------

Operating Expenses
     Administrative                              48,083          12,624
     Consulting                                    --
     Judgment                                     8,442           8,442
                                           ------------    ------------
                                                 56,525          21,066
                                           ------------    ------------

Loss before income taxes                        (56,525)        (21,066)

Income tax expense (benefit)                       --              --
                                           ------------    ------------

Net loss                                   $    (56,525)   $    (21,066)
                                           ============    ============


Loss per Share:
     Weighted average shares outstanding     15,460,714       8,474,464
                                           ============    ============
     Loss per share                            (nil)           (nil)
                                           ============    ============




See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       5
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas CO.
                            Statements of Cash Flows
               For the Three months ended March 31, 2005 and 2004
                                  (Unaudited)



                                                       Three-            Three-
                                                    Months Ended      Months Ended
                                                   March 31, 2005    March 31, 2004
                                                   --------------    --------------
<S>                                                <C>               <C>
Cash flows from operating activities:

    Net loss                                       $      (56,525)   $      (21,066)

Adjustment to reconcile net loss to net cash
    provided by (used by operating activities):

    Common stock issued for services

    Increase (decrease) in accounts payable                40,226            21,066
                                                   --------------    --------------

Net cash provided (used) by operating activities          (16,299)             --
                                                   --------------    --------------

Cash flows from investing activities                       15,791              --
                                                   --------------    --------------

Cash flows from financing activities
    Increase in notes payable                                --                --
    Sale of common stock                                     --                --
                                                   --------------    --------------

                                                   --------------    --------------
                                                   --------------    --------------

Increase (decrease) in cash                                  (508)             --

Cash at beginning of period                                   516              --
                                                   --------------    --------------

Cash at end of period                              $            8    $         --
                                                   ==============    ==============

Non-cash activities:
    Cash paid for interest                         $         --      $         --
                                                   ==============    ==============
    Cash paid for income taxes                     $         --      $         --
                                                   ==============    ==============
</TABLE>




See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       6
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005



Note 1 -  Organization and Nature of Business
          -----------------------------------

          Superior Oil and Gas, Co. (the Company) was  incorporated  on February
          22, 1989, as a Utah corporation as Western States  Resources,  Inc. On
          March 31, 1997, the Company was merged with Western  States  Resources
          US, Inc. (a Nevada  corporation)  and immediately  changed its name to
          Red River  Resources,  Inc. On June 4, 1997,  the Company  changed its
          name to Superior  Oil and Gas,  Co.  Previously,  the Company has been
          engaged in the development of oil and gas properties.

Note 2 -  Summary of Significant Accounting Policies
          ------------------------------------------

          Use of estimates:

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

          Method of accounting:

          The Company recognizes income and expenses based on the accrual method
          of accounting.

          Cash and cash equivalents:

          For  purposes  of the  Statements  of Cash  Flows,  cash  in  checking
          accounts,  savings accounts,  certificates of deposit,  and short-term
          investments,  which  have a  maturity  of  ninety  days or  less,  are
          considered cash equivalents.

          Property and Equipment:

          Property  and   equipment  are  stated  at  cost,   less   accumulated
          depreciation.  Depreciation  is  provided  by using the  straight-line
          method over the estimated  useful lives.  Expenditures for maintenance
          and repairs are charged to operations when incurred. Major betterments
          and  renewals  that extend the useful  life of the  related  asset are
          capitalized and depreciated over the asset's remaining useful life.


                                       7
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005

Note 2 -  Summary of Significant Accounting Policies (Continued)
          ------------------------------------------------------

          Income taxes:

          The Company accounts for income taxes based on Statements of Financial
          Accounting  Standards  (SFAS) No. 109,  "Accounting for Income Taxes".
          SFAS No. 109  requires  the  recognition  of  deferred  tax assets and
          liabilities  for the future  consequences  attributable  to  temporary
          differences  between  the  financial  statement  carrying  amounts  of
          existing  assets and  liabilities  and their  respective tax bases. In
          addition,  SFAS  No.  109  requires  the  recognition  of  future  tax
          benefits,  such as net operating  loss carry  forwards,  to the extent
          that realization of such benefits are more likely than not. The amount
          of deferred tax  liabilities  or assets is  calculated by applying the
          provisions  of  enacted  tax laws to  determine  the  amount  of taxes
          payable or refundable, currently or in future years.

          The principal temporary differences giving rise for the recognition of
          deferred tax liabilities  and assets are the  depreciation of property
          and equipment and the net  operating  losses.  The deferred tax assets
          and liabilities  represent the future income tax consequences of those
          differences.

          Net Income (Loss) Per Share:

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No. 128, "Earnings Per Share", and SEC Staff Accounting  Bulletin
          No. 98 ("SAB 98").  Under the  provisions  of SFAS No. 128,  basic net
          income  (loss) per share is  calculated  by dividing net income (loss)
          available  to  common  shareholders  for the  period  by the  weighted
          average number of common shares outstanding during the period.

          Adjustments and Reclassifications:

          In the  opinion of  management,  the  accompanying  interim  financial
          statements,  prepared  in  accordance  with  the U.S.  Securities  and
          Exchange Commission's  instructions for Form 10-QSB, are unaudited and
          contain all material adjustments,  consisting only of normal recurring
          adjustments  necessary  to  present  fairly the  financial  condition,
          results of operations and cash flows of the Company for the respective
          interim  periods  presented.  The current period results of operations
          are not  necessarily  indicative of results which  ultimately  will be
          reported for the full fiscal year ending December 31, 2005.


                                       8
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005

Note 2 -  Summary of Significant Accounting Policies (Continued)
          ------------------------------------------------------

          Certain  amounts from the prior year  financial  statements  have been
          reclassified  to  conform  to the  current  year  presentation.  These
          reclassifications  have no impact on  previously  reported  results of
          operations or shareholders' equity.

Note 3 -  Income Taxes
          ------------

          As of March 31, 2004 the Company had substantial net operating losses.
          Net  operating  losses and book and tax  differences  are  required by
          generally accepted accounting  standards to be recorded.  Book and tax
          differences  are not required to be recorded when the  consequences of
          these differences  might not be realized.  The Company has substantial
          net operating  losses,  which will expire over the next 5 to 15 years.
          The net  operating  losses  may or may not be  realized  which will be
          dependant on future earnings, which are currently uncertain.

Note 4 -  Notes Payable
          -------------

          Note payable to an unrelated  individual,  dated September 21, 2004 in
          the amount of $70,000, due November 30, 2004, with interest payable by
          the issuance of 100,000 shares of common stock on October 20, 2004.

Note 5 -  Common Stock Transactions
          -------------------------

          During  the  period  ended  December  31,  2004,  the  Company  issued
          3,360,000   common   shares,   primarily  for   consulting   services.
          Additionally,  the Company  issued 525,000 shares in payment for legal
          services provided,  100,000 as additional  interest on a note payable,
          and 3,000,000 to a related party for administrative services provided.
          The common  shares are  restricted  under  Section 144 and were valued
          from $0.015 to $0.40 per common share.  The values were based upon the
          trading  price at the  time of  issuance  and  discounted  at  seventy
          percent due to the restrictive nature of the shares.





                                       9
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005

Note 6 -  Earnings Per Share
          ------------------


                                                         2005         2004
                                                      ----------   ----------

          Primary earnings per share:
          Common shares outstanding                   15,460,714    8,474,464
                                                      ==========   ==========

                Weighted average shares outstanding   15,460,714    8,474,464
                                                      ==========   ==========

                Loss per share                        $     --     $     --
                                                      ==========   ==========

          Fully diluted earnings per share:
                Common shares outstanding             15,460,714    8,474,464
                                                      ==========   ==========

                Weighted average shares outstanding   15,460,714    8,474,464
                                                      ==========   ==========

                Fully diluted loss per share                --           --
                                                      ==========   ==========


Note 7 -  Related Party Transactions
          --------------------------

          The  officers  and  directors  of the  Company  are  involved in other
          business  activities and they may, in the future,  become  involved in
          additional  business  ventures,  which also may require their time and
          attention. If a specific business opportunity becomes available,  such
          persons may face a conflict in selecting between the Company and their
          other business interests. The Company has formulated no policy for the
          resolutions of such  conflicts.  A related company at no cost provides
          the Company's office facilities.

Note 8 -  Going Concern Uncertainties
          ---------------------------

          The Company's  financial  statements  have been presented on the basis
          that it is a going  concern,  which  contemplates  the  realization of
          assets and the  satisfaction  of  liabilities  in the normal course of
          business.  The  Company,  Daniel  Lloyd,  Sr.,  the  President  of the
          Company,  and two companies  owned by Daniel  Lloyd,  Sr. are judgment
          debtors in a case filed in the  Superior  Court of  Arizona,  Maricopa
          County.  The  principal  amount of the  judgments is $337,686 with ten
          percent interest accruing from and after October 14, 1999. As of March
          31, 2005, the amount of the judgment,  including  accrued interest was
          $522,189.  The judgment will continue to accrue interest in the amount
          of $8,442 per  quarter.  The  Company is  currently  unable to pay the
          debtor judgment.  Management is continuing to seek, investigate,  and,
          if warranted, acquire oil and gas properties, and to pursue activities
          intended to enhance  shareholder  value.  The Company has  experienced
          significant  liquidity  problems  and  has  no  capital  resources  or
          shareholders' equity and therefore does not have capital sufficient to


                                       10
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005

Note 8 -  Going Concern Uncertainties (Continued)
          ---------------------------------------

          meet  their  capital  needs  during  the next  twelve  months.  Due to
          recurring  losses  and  the  accumulated  deficit,  there  can  be  no
          assurance  that the Company will be able to obtain  additional  funds,
          which  will  impact  the  Company's  ability  to  continue  as a going
          concern.  The financial statements do not include any adjustments that
          might be  necessary  if the  Company is unable to  continue as a going
          concern.

Note 9 -  Proposed Business Combinations
          ------------------------------

          EagleSpan Steel Structures, Inc.:

          On December  17, 2004  Superior Oil and Gas Co.  ("Superior")  entered
          into an agreement with EagleSpan  Steel  Structures,  Inc. of Loveland
          Colorado by which Superior agreed to purchase all the capital stock of
          EagleSpan  for $6 million  payable in cash and stock of  Superior.  On
          February 4, 2005 and again on  February  9, 2005 the parties  executed
          Amendment  No. 1 and Amendment No. 2 to the December 17, 2004 Purchase
          Agreement,  which  amendments  made  material  changes in the Purchase
          Agreement.  The most  material  changes were in the amount and form of
          payment of the purchase  price for all the capital stock of EagleSpan.
          The  purchase  price  was  revised  to  (1) a  one-year,  6%  interest
          promissory note in the principal amount of $3 million, one-half of the
          principal  amount plus accrued interest of which is convertible by the
          holder into common stock of Superior at the conversion  price of $1.00
          a share,  and (2) the loan by  Superior  to  EagleSpan  of 1.5 million
          restricted  shares of Superior  common stock which EagleSpan could use
          as additional  collateral of EagleSpan bank debt that is guaranteed by
          Jerry Curtis, the president of EagleSpan.

          The parties  closed the purchase of all capital  stock of EagleSpan by
          Superior on February 9, 2005. The closing was subject to the condition
          that  EagleSpan,  within 45 days  after  the  closing,  would  provide
          audited  financial  statements for its fiscal years ended December 31,
          2003 and 2004.  Such  financial  statements  were required to be filed
          with  the  SEC.  However,  after  preliminary  audit  procedures  were
          performed on the  financial  statements,  the 2003 and 2004 results of
          operations indicated that the net income was materially less than what
          had been  represented to Superior by EagleSpan,  the difference  being
          inaccurate  application of Accounting Principals Generally Accepted in
          the United States of America.

          For the  above  reasons,  on April 15,  2005  Superior  rescinded  the
          Purchase  Agreement.  Each  party is to return to the other  party the
          consideration earlier provided pursuant to the agreement. There are no
          penalties to either party because of the  termination  of the Purchase
          Agreement.


                                       11
<PAGE>

                            Superior Oil and Gas Co.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005

Note 9 -  Proposed Business Combinations (Continued)
          ------------------------------------------

          Option to Purchase Oil and Gas Leases:

          On January 5, 2005 Superior Oil and Gas Co.  entered into an agreement
          with an  unaffiliated  party,  Jones  and Buck,  a Kansas  partnership
          ("Jones and Buck"), with regard to which agreement the principal terms
          and conditions are as follows:



               o    Superior  purchased  from Jones and Buck a 90-day  option to
                    acquire Jones and Bucks'  interest in 7,320 acres of oil and
                    gas  leases   covering  5,560   producing  acres  and  1,760
                    non-producing acres in Chautauqua County,  Kansas. There are
                    38 oil  wells  and 15  natural  gas  wells  situated  on the
                    producing acreage.

               o    The  purchase  price of the  option  was  100,000  shares of
                    common stock of Superior.

               o    The exercise price of the option, should it be exercised, is
                    $3 million cash.

          The 60 day option expired on April 5, 2005 with no action taken.












                                       12
<PAGE>

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

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and the accompanying notes thereto for the three-month
period ended March 31, 2005 and is  qualified  in its entirety by the  foregoing
and by more detailed financial  information  appearing  elsewhere.  See "Item 1.
Financial Statements." The discussion includes management's expectations for the
future.

     Such  expressions  of  expectation  are not  historical  in nature  and are
considered   forward-looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Forward-looking statements are subject
to risks  and  uncertainties  that may cause  actual  future  results  to differ
materially from those expressed in any forward-looking statement. Such risks and
uncertainties  are discussed in the Risk Factors section of our Annual Report on
Form 10-KSB.  Copies of that filing may be obtained by contacting Gayla McCoy of
our company at 14910  Northwest  36 Street,  Yukon,  OK 73099,  telephone  (405)
350-0404.

     In May 2004,  we entered  into an  agreement  to acquire a 50-foot wide and
26,000-foot  long  Bureau of Land  Management  right-of-way  in the White  River
Resource  Area of Rio  Blanco  County,  Colorado.  The  purchase  price  for the
right-of-way  is 600,000 shares of common stock plus five  additional  shares of
common stock for each dollar of revenue received from the operation of a planned
gas pipeline  until the purchase price should equal  2,500,000  shares of stock.
The 29.84-acre right-of-way grants us "the right to construct, operate, maintain
and terminate a four-inch,  buried  natural gas  pipeline." The area of interest
surrounding this right-of-way  contains  thirteen  completed but shut-in natural
gas wells and drilling  locations for six new wells. We estimate it will cost us
approximately $1 million and take us  approximately  six to eight weeks to build
the pipeline. We have not yet secured the acquisition of these funds, and we can
give no  assurance  that we will be able to secure  these  funds or, if secured,
that we can secure the funds on favorable terms.

Plan of Operation for the Next Twelve Months

     Our current  business  plan is to seek,  investigate,  and,  if  warranted,
acquire  one or  more  oil,  gas or  related  properties,  and to  pursue  other
activities  intended to enhance shareholder value. The acquisition of a property
or a business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. We intend to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

     We are in the  development  stage and, since  inception,  have  experienced
significant  liquidity  problems and have no capital  resources or stockholders'
equity. We have assets consisting of cash on hand of $8 and total liabilities of
$768,679.

     We propose to carry out our plan of business as discussed  above. We cannot
predict to what extent our lack of liquidity and capital  resources  will impair
the consummation of a purchase or whether we will incur further operating losses
through any properties or business entity which we may eventually acquire.


                                       13
<PAGE>

     For the current fiscal year, we anticipate  incurring a loss as a result of
legal and accounting  expenses,  expenses associated with registration under the
Securities  Exchange Act of 1934,  and  expenses  associated  with  locating and
evaluating property acquisition candidates.  We anticipate that until a business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired business.

Need for Additional Financing
-----------------------------

     We do not have  capital  sufficient  to meet our cash needs during the next
twelve months,  including the costs of compliance with the continuing  reporting
requirements of the Securities  Exchange Act of 1934. We will have to seek loans
or equity  placements to cover such cash needs.  Due to our recurring losses and
stockholders'  deficiency,  there  can be no  assurance  that we will be able to
obtain the additional funds, which may impact our ability to continue as a going
concern.  The accompanying  financial  statements do not include any adjustments
related to the  recoverability  and  classification of assets or the amounts and
classification  of  liabilities  that might be necessary  should we be unable to
continue operations as a going concern.

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the company to allow it to develop its  properties or
cover its expenses as they may be incurred.

     Irrespective  of whether our cash assets prove to be inadequate to meet our
operational  needs,  we  might  seek to  compensate  providers  of  services  by
issuances of stock in lieu of cash.

Off-Balance Sheet Arrangements

     Our  company  has not  entered  into any  transaction,  agreement  or other
contractual  arrangement  with an entity  unconsolidated  with us under which we
have

o    an obligation under a guarantee contract,
o    a  retained  or   contingent   interest  in  assets   transferred   to  the
     unconsolidated  entity  or  similar  arrangement  that  serves  as  credit,
     liquidity or market risk support to such entity for such assets,
o    any obligation,  including a contingent  obligation,  under a contract that
     would be accounted for as a derivative instrument, or
o    any  obligation,  including  a  contingent  obligation,  arising  out  of a
     variable  interest  in an  unconsolidated  entity  that  is  held by us and
     material to us where such entity provides financing, liquidity, market risk
     or credit risk  support to, or engages in leasing,  hedging or research and
     development services with us.


                                       14
<PAGE>
<TABLE>
<CAPTION>

Item 3.   Controls and Procedures

     Evaluation of disclosure controls and procedures. The Company's management,
with the  participation  of the  Company's  Chief  Executive  Officer  and Chief
Financial Officer,  has evaluated the effectiveness of the Company's  disclosure
controls and  procedures  as of March 31, 2005.  Based on this  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     We are not,  and none of our  property  is,  a party to any  pending  legal
proceedings,  and no such  proceedings  are  known to be  contemplated.  We are,
however,  a judgment  debtor in the case of Gotz Werner & Roman Werner v. Daniel
Lloyd,  McCoy Energy Co.,  Superior Oil and Gas Co., and Big Daddy's BBQ Sauce &
Spices Co.,  Superior Court of Arizona,  Maricopa County,  No. CV 99-11813.  The
principal amount of the judgment is $337,686 with ten percent interest  accruing
from and after  October  14,  1999.  As of March  31,  2005,  the  amount of the
judgment including interest was $522,189 with interest accruing in the quarterly
amount of $8,442.

     Daniel  Lloyd,  McCoy Energy Co. and Big Daddy's BBQ Sauce & Spices Co. are
also  judgment  debtors in this  litigation,  each to the same extent and in the
same amount as our company.  Daniel Lloyd is the chief executive officer,  chief
financial  officer and a director of our company.  McCoy Energy Co. is under the
control of Gayla McCoy, the secretary and treasurer of our company.  Big Daddy's
BBQ Sauce & Spices Co. is under the control of Mr. Lloyd and Ms. McCoy.

Item 2.   Unregistered Sales of Equity Securities

     On February 9, 2005, pursuant to Regulation D, Rule 506, we issued 1,500,00
shares of common stock to Jerry W. Curtis as part of the  consideration  for the
acquisition of EagleSpan Steel  Structures,  Inc. On April 15, 2005, we declared
the  acquisition  agreement  rescinded  and demanded the return of the 1,500,000
shares. We have not yet received the return of the shares.

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this Form 10-QSB:

<S>  <C>        <C>                                                             <C>
     3(i)       Articles of Incorporation                                       *
     3(ii)      Bylaws                                                          *
     10         Purchase Agreement between EagleSpan Steel Structures, Inc.
                and Superior Oil and Gas Co.                                    **


                                       15
<PAGE>

     10.1       Amendment No. 1 to Purchase Agreement (Superior Oil and         ***
                Gas - EagleSpan Steel Structures)
     10.2       Amendment No. 2 to Purchase Agreement (Superior Oil and         ***
                Gas - EagleSpan Steel Structures)
     10.3       Purchase and Sale Agreement (Superior - Jones & Buck)           ++
     10.4       Letter of April 15, 2005 rescinding the Purchase Agreement      +++
                between Superior Oil and Gas Co. and EagleSpan Steel
                Structures, Inc.
     14         Code of Ethics for the Chief Executive Officer and Senior       +++
                Financial Officers.
     16         Letter on Change in Certifying Accountant
     31         Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
     31.1       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
     32         Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
     32.1       Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
</TABLE>


     *    Previously  filed with Form 10-SB on January 31, 2003, EDGAR Accession
          #0001060830-03-000019; incorporated herein.

     **   Previously filed with Amendment No. 1 to Form 8-K, SEC #000-50173,  on
          February 10, 2005; incorporated herein.

     ***  Previously filed with Form 8-K, SEC #000-50173,  on February 10, 2005;
          incorporated herein.

     ++   Previously filed with Amendment No. 1 to Form 8-K, SEC #000-50173,  on
          February 10, 2005; incorporated herein.

     +++  Previously filed with Form 10-KSB, SEC #000-50173,  on April 19, 2005;
          incorporated herein.





                                       16
<PAGE>

                                   SIGNATURES

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

Date:  May 18, 2005                        Superior Oil and Gas Co.


                                         By /s/ Daniel Lloyd
                                           -------------------------------------
                                           Daniel Lloyd, Chief Executive Officer