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 September 30, 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 November 17, 2005, there were 16,960,714 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

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            11

Item 3.  Controls and Procedures                                              13

PART II - OTHER INFORMATION                                                   13

Item 1.  Legal Proceedings                                                    13

Item 6.  Exhibits and Reports on Form 8-K                                     13

SIGNATURES                                                                    15












                                       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
                    September 30, 2005 and December 31, 2004
                                   (Unaudited)



                                     ASSETS

                                                 September 30,    December 31,
                                                      2005             2004
                                                 -------------    -------------

Current Assets
  Cash                                           $       4,721    $         516
                                                 -------------    -------------

Total Assets                                     $       4,721    $         516
                                                 =============    =============




                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                               $     222,905    $     144,707
  Note payable                                          70,000           70,000
                                                 -------------    -------------
                                                       292,905          214,707
Other liabilities
  Debtor judgment                                      539,073          513,747
                                                 -------------    -------------

  Total Liabilities                                    831,978          728,454
                                                 -------------    -------------

Shareholders' Equity
  Common stock, $0.001 par value per share
  200,000,000 shares authorized, 15,470,714
  outstanding at September 30, 2005 and
  15,460,714 outstanding at December 31, 2004           15,471           15,461
Additional paid-in capital                           1,235,425        1,218,643
Accumulated deficit                                 (2,078,153)      (1,962,042)
                                                 -------------    -------------

  Total Shareholders' Equity                          (827,257)        (727,938)
                                                 -------------    -------------

Total Liabilities and Shareholders' Equity       $       4,721    $         516
                                                 =============    =============




See Accompanying Notes to Financial Statements
See Accountants' Review Report

                                        4
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                            Statements of Operations
         For the Three and Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)



                                                 Three Months Ended                 Nine Months Ended
                                           September 30,    September 30,    September 30,    September 30,
                                                2005             2004             2005             2004
                                           -------------    -------------    -------------    -------------
<S>                                        <C>              <C>              <C>              <C>
Revenue                                    $      10,000    $        --      $      10,000    $        --
                                           -------------    -------------    -------------    -------------

Operating Expenses
     Administrative                                7,243           27,769          100,785           43,495
     Consulting                                     --             47,500             --            112,500
     Judgment interest                             8,442            8,442           25,326           25,326
                                           -------------    -------------    -------------    -------------
                                                  15,685           83,711          126,111          181,321
                                           -------------    -------------    -------------    -------------

Loss before income taxes                          (5,685)         (83,711)        (116,111)        (181,321)

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

Net loss                                   $      (5,685)   $     (83,711)   $    (116,111)   $    (181,321)
                                           =============    =============    =============    =============


Loss per Share:
     Weighted average shares outstanding      15,471,000       10,037,000       15,461,000        8,956,000
                                           =============    =============    =============    =============
     Loss per share                                 (nil)   $       (0.01)            (nil)            (nil)
                                           =============    =============    =============    =============
</TABLE>





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 Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)




                                                                          Nine Months Ended
                                                                    September 30,    September 30,
                                                                         2005             2004
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Cash flows from operating activities:

   Net loss                                                         $     (116,111)       $(181,321)

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

   Common stock issued for services                                         1,000          113,500

   Increase (decrease) in accounts payable                                103,524           68,711
                                                                    -------------    -------------

Net cash provided (used) by operating activities                          (11,587)             890
                                                                    -------------    -------------

Cash flows from investing activities
   Issuance of common stock                                                15,792             --
                                                                    -------------    -------------

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

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

Increase (decrease) in cash                                               (111,906)             890

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

Cash at end of period                                               $     (111,390)       $     890
                                                                    =============    =============


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
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)



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
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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.

         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.


                                       8
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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

         As of  September  30, 2005 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 paid by the
         issuance of 100,000 shares of common stock on October 20, 2004.

Note 5 - Earnings Per Share
         ------------------

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

         Primary earnings per share:
         Common shares outstanding                   15,470,714    10,094,464
                                                     ==========   ===========

               Weighted average shares outstanding   15,460,714     8,955,889
                                                     ==========   ===========

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

         Fully diluted earnings per share:
               Common shares outstanding             15,460,714     8,955,889
                                                     ==========   ===========

               Weighted average shares outstanding   15,460,714     8,955,889
                                                     ==========   ===========

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

Note 6-  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.


                                       9
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

Note 7 - 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 September 30, 2005, the
         amount of the judgment,  including  accrued interest was $539,073.  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 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.












                                       10
<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 period
ended  September  30, 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. Further, we have not yet issued
the 600,000 shares of common stock required to purchase the right-of-way.

         In July 2005 we entered  into an  agreement  to purchase an oil and gas
lease covering four drilling  locations one and one-half miles south of the town
of  Meridian  in  Bosque  County,   Texas.  There  are  numerous  Barnett  Shale
directional  wells  that have been  completed  in the  northeast  quarter of the
county.  Meridian is just about in the center of the  county,  and there are two
wells drilling now just south and west of the town.  Depending on the outcome of
the two  wells  now  drilling,  we could be  favorably  positioned  to  commence
drilling at any time. Texas is experiencing a significant drilling and producing
play in the  Barnett  Shale north of our lease and moving  southward  toward it.
Well  logs  adjacent  to our  area  indicate  about  300 feet of  Barnett  Shale
overlying  the  Ellenberger.  As a general  proposition,  the  Barnett  Shale is
heavily fractured and is uniformly productive in the area. The Ellenberger, when
found to be productive, is one of the prime producers in the state of Texas. The
purchase  price for the lease is  1,200,000  shares of our common  stock,  which
shares have not yet been issued.

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


                                       11
<PAGE>

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 no capital  resources and a stockholders'  deficiency.  We have
total assets of $4,721 and total liabilities of $831,978.

         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.

         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,


                                       12
<PAGE>

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.

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 September  30, 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 September  30, 2005,  the amount of the
judgment including interest was $539,073 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 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:

 3(i)    Articles of Incorporation                                 *

 3(ii)   Bylaws                                                    *

10       Purchase    Agreement    between    EagleSpan   Steel     **
         Structures, Inc. and Superior Oil and Gas Co.


                                       13
<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.

*        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.












                                       14
<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:  November 21, 2005                   Superior Oil and Gas Co.



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












                                       15