U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




For the
quarterly period ended September 30, 2009





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




For the
transition period from ________ to ________





Commission
File Number:  000-50173





Superior
Oil and Gas Co.


(Exact
name of registrant as specified in its charter)







NEVADA
              (state
      ofincorporation)
            
            87-0537621
              (IRS
      EmployerI.D.
      Number)





844 South
Walbaum Road


Calumet,
Ok 73014


405-884-2080


____________________________________________________


(Address
and telephone number of registrant's principal


executive
offices and principal place of business)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 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 xNo o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.






Large accelerated
      filer o
            Accelerated filer
      oNon-accelerated
      filer o
            Smaller reporting
      company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes oNo x





As of
November 13, 2009, there were 55,234,082 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.









TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATION
              
              
              3Item
      1. Financial Statements
              
              
              3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              
              
              10Item
      4. Controls and Procedures
              
              
              13PART
      II - OTHER INFORMATION
              
              
              13Item
      1. Legal Proceedings
              
              
              13Item
      2. Unregistered Sales of Equity Securities
              
              
              15Item
      6. Exhibits
              
              
              16SIGNATURES
              
              
              17




2




PART
I - FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements




PAGEBalance
      Sheets September 30, 2009 and December 31, 2008
(Unaudited)
              
              
              4Statements
      of Operations for the Three and Nine Months EndedSeptember
      30, 2009 and 2008 (Unaudited)
              
              
              5Statements
      of Cash Flows for the Nine Months EndedSeptember
      30, 2009 and 2008 (Unaudited)
              
              
              6Notes
      to Financial Statements
              
              
              8


3




Superior
Oil and Gas Co.


Balance
Sheets (unaudited)


September
      30,
                
                
                December
      31,2009
                
                
                2008ASSETSCurrent
      AssetsCash
                
                $
                1,446
                
                
                $
                712Accounts
      receivable
                
                
                20,638
                
                
                
                79,088Total
      Current Assets
                
                
                22,084
                
                
                
                79,800Property
      and EquipmentOil
      and gas propertiesPipeline
      Right of Way
                
                
                111,600
                
                
                
                111,600Unproved
      property
                
                
                189,581
                
                
                
                437,938301,181
                
                
                
                549,538Other
      property and equipmentLeasehold
      improvements
                
                
                553,170
                
                
                
                557,041Furniture
      and fixtures
                
                
                67,714
                
                
                
                67,714620,884
                
                
                
                624,755Less
      accumulated depreciation and amortization
                
                
                (84,231
                )
                
                
                (35,417
                )536,653
                
                
                
                589,338Total
      Property and Equipment
                
                
                837,834
                
                
                
                1,138,876Total
      Assets
                
                $
                859,918
                
                
                $
                1,218,676LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
                
                $
                1,136,736
                
                
                $
                1,240,456Accrued
      salaries
                
                
                308,575
                
                
                
                270,0001,445,311
                
                
                
                1,510,456Other
      LiabilitiesDebtor
      judgment payable
                
                
                674,146
                
                
                
                648,820Loans
      from shareholders
                
                
                302,567
                
                
                
                180,313Total
      Liabilities
                
                
                2,422,024
                
                
                
                2,339,589Shareholders'
      DeficitCommon
      stock, $0.001 par value per share200,000,000
      shares authorized, 55,234,082outstanding
      at September 30, 2009 and27,259,082
      at December 31, 2008
                
                
                55,234
                
                
                
                27,259Additional
      paid-in capital
                
                
                6,466,227
                
                
                
                4,814,202Accumulated
      deficit
                
                
                (8,083,567
                )
                
                
                (5,962,374
                )Total
      Shareholders' Deficit
                
                
                (1,562,106
                )
                
                
                (1,120,913
                )Total
      Liabilities and Shareholders' Deficit
                
                $
                859,918
                
                
                $
                1,218,676







See notes
to the financial statements.
 4


Superior
Oil and Gas Co. Statements
of Operations
 (unaudited)




Three
              
              
              NineMonths
      Ended
              
              
              Months
      Ended
              
              
              Months
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008RevenueOil
              
              $
              15,593
              
              
              $
              46,060
              
              
              $
              20,374
              
              
              $
              59,114Gas
              
              
              244
              
              
              
              11,503
              
              
              
              998
              
              
              
              19,87115,837
              
              
              
              57,563
              
              
              
              21,372
              
              
              
              78,985Operating
      ExpensesLease
      operating expenses
              
              
              10,149
              
              
              
              13,680
              
              
              
              15,251
              
              
              
              18,485Exploration
      costs
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              57,200Impairment
      expense
              
              
              58,472
              
              
              
              -
              
              
              
              248,357
              
              
              
              -Administrative
              
              
              1,734,713
              
              
              
              201,221
              
              
              
              1,882,745
              
              
              
              939,441Judgment
              
              
              8,442
              
              
              
              8,442
              
              
              
              25,326
              
              
              
              25,326Depreciation
      and amortization
              
              
              16,235
              
              
              
              7,500
              
              
              
              48,814
              
              
              
              20,154Gain
      on the sale of scrap equipment
              
              
              (23,000
              )
              
              
              -
              
              
              
              (23,000
              )
              
              
              -1,805,011
              
              
              
              230,843
              
              
              
              2,197,493
              
              
              
              1,060,606Loss
      from operations
              
              
              (1,789,174
              )
              
              
              (173,280
              )
              
              
              (2,176,121
              )
              
              
              (981,621
              )Other
      income
              
              
              -
              
              
              
              -
              
              
              
              54,928
              
              
              
              -Loss
      before income taxes
              
              
              (1,789,174
              )
              
              
              (173,280
              )
              
              
              (2,121,193
              )
              
              
              (981,621
              )Deferred
      income tax expense (benefit)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (1,789,174
              )
              
              $
              (173,280
              )
              
              $
              (2,121,193
              )
              
              $
              (981,621
              )Basis
      loss per share:Weighted
      average shares outstanding
              
              
              33,625,386
              
              
              
              26,448,577
              
              
              
              47,849,555
              
              
              
              26,213,664Loss
      per share
              
              $
              (0.05
              )
              
              $
              (0.01
              )
              
              $
              (0.04
              )
              
              $
              (0.04
              )




See
Accompanying Notes to Financial Statements




5




Superior
Oil and Gas Co.
 Statements
of Cash Flow
 (unaudited)




Nine
              
              
              NineMonths
      Ended
              
              
              Months
      EndedSeptember
      30, 2009
              
              
              September
      30, 2008Cash
      flows from operating activities:Net
      loss
              
              $
              (2,121,193
              )
              
              $
              (981,621
              )Adjustment
      to reconcile net loss to net cashused
      in operating activities:Gain
      from settlement of accounts payable
              
              
              (54,928
              )
              
              
              -Gain
      on the sale of scrap equipment
              
              
              (23,000
              )
              
              
              -Depreciation
      and amortization
              
              
              48,814
              
              
              
              20,154Impairment
      expense
              
              
              248,357
              
              
              
              -Common
      stock issued for services
              
              
              720,000
              
              
              
              216,201Common
      stock issued for settlement
              
              
              960,000
              
              
              
              -(Increase)/Decrease
      in accounts receivable
              
              
              58,450
              
              
              
              (46,215
              )Increase/(Decrease)
      in accounts payable
              
              
              (44,921
              )
              
              
              7,987Increase
      in accrued salaries
              
              
              38,575
              
              
              
              67,500Increase
      in debtor judgment payable
              
              
              25,326
              
              
              
              25,326Net
      cash used in operating activities
              
              
              (144,520
              )
              
              
              (690,668
              )Cash
      flows from investing activities:Sale
      of scrap equipment
              
              
              23,000
              
              
              
              -Purchase
      of oil & gas leases and undeveloped wells
              
              
              -
              
              
              
              (303,451
              )Sale
      of oil and gas leases and undeveloped wells
              
              
              -
              
              
              
              1,000,000Purchase
      of other property and equipment
              
              
              -
              
              
              
              (591,858
              )Net
      cash provided from investing activities
              
              
              23,000
              
              
              
              104,691Cash
      flows from financing activities:Sale
      of common Stock
              
              
              -
              
              
              
              500Increase
      loans from officers
              
              
              122,254
              
              
              
              54,377122,254
              
              
              
              54,877Decrease
      in cash
              
              
              734
              
              
              
              (531,100
              )Cash
      at beginning of period
              
              
              712
              
              
              
              555,987Cash
      at end of period
              
              $
              1,446
              
              
              $
              24,887




See notes
to the financial statements.
  6





Superior
Oil & Gas Co.


Statements
of Cash Flows (unaudited)




NineMonths
      Ended
              
              
              Months
      EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              2008Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the period for:Interest
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -Non
      Cash Investing and Financing ActivitiesCommon
      stock issued for undeveloped wells
              
              $
              -
              
              
              $
              71,901Services
      performed on Well for reduction of subscription receivable
              
              $
              -
              
              
              $
              63,584Decreases
      in Advances
              
              $
              -
              
              
              $
              48,600Accounts
      payable related to capital expenditures
              
              $
              -
              
              
              $
              425,440




See notes
to the financial statements.
  7


Superior
Oil and Gas Co.
 Notes
to Financial Statements
 (unaudited)




NOTE
1:  BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of Superior Oil and Gas Co.,
(the Company) have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in Superior's Annual
Report on Form 10-K filed with the SEC. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which substantially duplicate
the disclosure contained in the audited financial statements for fiscal 2008 as
reported in the Form 10-K have been omitted.





New
Accounting Pronouncements




In July
2009, the FASB issued new guidance relating to the “FASB Accounting Standards
Codification” at ASC 105, as the single source of authoritative nongovernmental
U.S. generally accepted accounting principles (GAAP). The Codification is
effective for interim and annual periods ending after September 15, 2009. All
existing accounting standards are superseded as described in ASC 105. All other
accounting literature not included in the Codification is nonauthoritative.
Management is currently evaluating the impact of the adoption of ASC 105 but
does not expect the adoption of ASC 105 to impact the Company’s results of
operations, financial position or cash flows.






Effective
for the quarter ended June 30, 2009, the Company implemented ASC 855, Subsequent
Events. This standard establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued. The adoption of ASC 855 did not impact the
Company’s financial position or results of operations. The Company evaluated all
events or transactions that occurred after September 30, 2009 up through
November 13, 2009, the date the Company issued these financial statements. 
During this period, the Company had no subsequent events.




NOTE
2:  GOING CONCERN CONSIDERATIONS





The
Company neither has sufficient cash on hand nor is it generating sufficient
revenues to cover its operating overhead.  These facts raise
substantial doubts as to the Company’s ability to continue as a going
concern.  The Company has been operating over the past year based on
loans, stock sales, sales of oil and gas properties and increases in its
accounts payable.  There is no guarantee that such sources of
financing will continue to be available for operations to the
Company.  In order to be able to complete the wells it is in the
process of drilling and completing and to produce those wells, the Company will
be required to obtain significant funding.  Management’s plans include
attempting to find partners for its drilling prospects.  Management
intends to make every effort to identify and develop sources of
funds.  There is no assurance that Management’s plans will be
successful.




8





Superior
Oil and Gas Co.
 Notes
to Financial Statements
 (unaudited)


NOTE
3:  STOCK TRANSACTIONS





On July
11, 2009, the Company issued the 12 million common shares of stock to nine
persons for services rendered. The value was $0.06 per share or a total of
$720,000.





On July
11, 2009, the Company issued 16 million common shares of stock to two persons
for a special settlement arising from the loss of their investment in some
failed oil and gas wells.  The value was $0.06 per share or a total of
$960,000.




9




Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations





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, 2009 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-K.  Copies of that filing may be obtained by contacting Gayla
McCoy of our company at 844 South Walbaum Road, Calumet, OK 73014, telephone
(405) 884-2080.





Results of Operations –
First Three and Nine Months Ended September 30, 2009 Compared to the Three and
Nine Months Ended September 30, 2008





We had oil and gas revenue of $15,837
and $21,372 respectively for our interest in five oil and gas wells for the
three and six months ended September 30, 2009 compared to $57,563 and $78,985
revenue in the same periods in 2008.





Late in 2006 we drilled two oil and gas
wells which were initially completed in 2007.  The neutron log on the
Windy Vista #1 well in Garfield County, Oklahoma indicated numerous formations
which may contain oil or natural gas.  Initial completion attempts on
the Wilcox Formation were not commercially successful, we believe, due to a poor
cement job.  We have now completed the well in the Mississippi zone.
That well was lost due to a legal judgment in the third quarter of
2009.





Initial completion attempts in the
Wilcox Formation on the Lonesome River #1 well in Blaine County, Oklahoma
indicated substantial amounts of water.  The well has now been
completed in the Viola  zone.  The company also fractured
the Hunton and Mississippi zones to enhance production on this
well.  We have only been able to get minimal production from this well
and it has been shut in and the lease lost due to non production.





We drilled the Chickie #1 and Gayla #1
wells in Logan County Oklahoma in late 2007 and early 2008.  In
addition we did a recompletion on the Lindsey on the same lease during that time
frame.  Due to completion problems on the wells we have only been able
to get minimal production on the wells.





The revenue of $57,563 and $78,985
respectively in the three and nine month periods in 2008 was from our working
interest from sporadic production in these wells while we were attempting their
completion.  $244 and $998 respectively of the revenue in the three
and nine months ended September 30, 2009 is from minimal gas that was produced
in the Windy Vista well after it was shut in.  The balance of $15,593
and $20,374 respectively in the three and nine months ended September 30, 2009
was from oil sold from the Chickie, Gayla and Lindsey wells.




10





Lease operating expensesfor
the three and nine months ended September 30, 2009 were $10,149 and $15,251
respectively compared to $13,680 and $18,485 respectively for the same periods
in 2008.  We had more wells in 2008 than in 2009.





Exploration costs for the
three and nine months ended September 30, 2009 were $0. The cost of $57,200 for
the nine month period in 2008 were costs associated with geological and
engineering analysis on properties the company has not acquired.





Impairment expensein the
three and nine months periods ended September 30, 2009 was for leases which have
expired in the during the periods.  The acreage contained 1,316 total
acres of which the Company owned a 50% interest or 658 net acres.





General and administrative
expenses were $1,734,713 and $1,882,745 respectively for the three and nine
months ended September 30, 2009 compared to $201,221 and $939,441 respectively
for the same periods in 2008, an increase of $1,533,492 and $943,304
respectively in 2009 from the same three and nine month periods in
2008.  The major components of the increase in expenses for the three
month period ended September 30, 2009 as compared to the same period in 2008 are
due primarily to increases in payroll expenses, $468,000; professional fees,
$229,000; and a special settlement of $960,000 offset by decreases in office
expenses, $18,000; contract labor of $79,000; insurance expense, $14,000 and new
project analysis, $13,000.  The major components of the increase in
expenses for the nine month period ended September 30, 2009 as compared to the
same period in 2008 are due primarily to increases in payroll expenses,
$468,000; professional fees, $170,000; and a special settlement, $960,000 offset
by decreases in office expenses of $150,000; contract labor $81,000; new project
analysis, $67,000; travel expenses, $99,000; financial consulting, $147,000;
vested option cost, $94,000; and maintenance costs, $17,000.





The
decreases in expenses are due to a lower level of activity in the company in
2009 as compared to 2008.  The increases in professional fees and
payroll expenses are mostly attributable to 12 million shares of stock issued to
certain employees and professionals the company needs to retain in order to
continue operations but did not have the funds to compensate with
cash.  The $960,000 special settlement is a payment to a large
investor in the wells drilled over the past two years in an attempt to appease
it for the loss it incurred.  This payment was made through the
issuance of 16 million shares of common stock.





Depreciation and amortization expensewas $16,235 and $48,814 respectively for the three and nine month periods
ended September 30, 2009 compared to $7,500 and $20,154 respectively for the
same periods in 2008.  The increase was for depreciation on equipment
and amortization of leasehold improvements.  The company moved into
new office space in 2008 and had depreciation for the full period in
2009.





Gain on the sale of scrap
equipment of $23,000 and $23,000 respectively for the three and nine
month periods ended September 30, 2009 compared to no such income in the same
periods in 2008 was from the sale of some scrap equipment at one of the
wells.




11





Other incomeof $0 and $54,928
respectively for the three and nine month periods ended September 30, 2009
compared to no such income in the same periods in 2008.  In the second
quarter of 2009 the company negotiated with three of its creditors who had liens
on property to settle the amount owed for $54,928 less than the total amount
due.  The company plans to negotiate the remainder of its accounts
payable if funds can be raised for the settlements.





Net
Income (Loss)





We
suffered a net loss of $1,789,174 and $2,121,193 respectively for the three and
nine months ended September 30, 2009 as compared to $173,280 and $981,621
respectively for the same three and nine month periods in 2008, an increase in
losses of $1,615,894 and $1,139,592 respectively for the three and nine months
ended September 30, 2009 as compared to the same periods in 2008.  The
increase in net loss in the three months ended September 30, 2009 as compared to
the same period in 2008 was primarily attributable to a decrease in oil and gas
sales net of operating expenses of $38,195; increase in impairment expense,
$58,472; increase in general and administrative costs, $1,533,492; increase in
depreciation, $8,735; and an increase in gain on sale of scrap equipment of
$23,000.  The increase in net loss in the nine months ended September
30, 2009 as compared to the same period in 2008 was primarily attributable to a
decrease in oil and gas sales net of operating expenses of $54,379; decrease in
exploration cost, $57,200; increase in impairment expense, $248,357; increase in
general and administrative costs, $943,304; increase in depreciation, $28,660;
increase in gain on sale of scrap equipment, $23,000; and an increase in other
income of $54,928.





We
financed our loss of $2,121,193 for the nine months ended September 30, 2009
primarily with a decrease in cash of $733; a decrease in accounts receivable,
$58,450; depreciation and amortization expense, $48,814; impairment expense,
$248,357; common stock issued for services, $1,680,000; increase in accrued
expenses, $38,575; loans from shareholders, $122,252; and an increase in debtor
judgment payable, $25,326.  These sources of funds were offset by
reductions of accounts payable of $99,849.





There
were nomaterial changes in
financial conditionduring the nine months ended September 30,
2009.





Material changes in results of
operations.  The results of operations obtained during the
first nine months of 2009 differ markedly from those of the first nine months of
2008.  The 2009 results reflect the results of our not drilling any
wells as contrasted with our having drilled exploratory wells during the first
six months of 2008.  Also, our general and administrative costs
increased by $943,304 from $939,441 in the nine months ended September 30, 2008
to $1,882,745 in the nine months ended September 30, 2009, such increases being
primarily attributable to increases in payroll, 468,000; professional fees,
$170,000; special settlement, $960,000; offset by decreases in financial
consulting of $147,000; new project analysis, $67,000; vested option cost,
$94,000; office expenses, $150,000; maintenance costs, $17,000; contract labor,
$81,000 and travel, $99,000.  We also had an impairment of our
unproved property of $248,357 for the loss leases on which we had not
drilled.




12





Item
4.           Controls and
Procedures





Evaluation of disclosure
controls and procedures.





As of
September 30, 2009, under the direction of our Chief Executive Officer who is
also our Chief Financial Officer, we evaluated our disclosure controls and
procedures as of September 30, 2009 and concluded that our disclosure controls
and procedures were ineffective as of September 30, 2009 due to a material
weakness because of the lack of segregation of duties. The lack of segregation
of duties results from lack of accounting staff with accounting technical
expertise necessary for an effective system of internal control. At any time, if
it appears that any control can be implemented to continue to mitigate such
weaknesses, it is immediately implemented. As soon as our finances allow, we
will hire sufficient accounting staff and implement appropriate procedures for
monitoring and review of work performed by our Chief Executive
Officer.





Changes in
Internal Control Over Financial Reporting.





There
were no changes in our internal control over financial reporting during the
fiscal quarter ended September 30, 2009, that have materially affected, or are
likely to materially affect, our internal control over financial
reporting.





PART
II - OTHER INFORMATION





ITEM
3.         LEGAL
PROCEEDINGS.





Following is a synopsis of lawsuits
that have a potential impact on Superior Oil and Gas Company.





We are 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, 2009, the amount of the
judgment including interest was $665,704.





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 was the chief executive officer, chief financial officer and a director of
our company until his death in July 2008.  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. Dan Lloyd, Jr. and Ms. McCoy.





Brooks Investments, LLC, et
al. v. Blue Quail Resources, Inc., et al., Case No. CJ-2006-595, District
Court of Canadian County, State of Oklahomawherein Superior Oil
and Gas Company, Daniel H. Lloyd and Gayla McCoy are named as
co-defendants.  Plaintiffs have alleged that Blue Quail Resources,
Inc. committed securities fraud when it sold interests in the Lonesome River #1
oil and gas project and are seeking rescission of their contract and actual and
punitive damages against Blue Quail and the other co-defendants.  The
primary plaintiff, an attorney, has testified that no one from Superior Oil and
Gas Company nor Dan Lloyd nor Gayla McCoy ever made any representations to him
regarding the Lonesome River #1 oil and gas project.  Furthermore, it
has been admitted by the plaintiffs that neither Superior Oil and Gas Company,
Daniel Lloyd or Gayla McCoy have ever had a contractual relationship with any of
the plaintiffs and that the only reason they have been named as defendants was
on the basis of their attorney’s advice.  That attorney has now been
terminated from further representation and a Motion for Summary Judgment is now
pending before the Court which Superior’s attorneys anticipate will result in a
dismissal as to Superior Oil and Gas Company, Daniel H. Lloyd and Gayla
McCoy.




13





HOCO Drilling, LLC v.
Superior Oil and Gas Company, et al., Case No. CJ-2007-59-01, District
Court of Garfield County, State of Oklahoma wherein Superior Oil and Gas Company
is being sued for breach of contract by HOCO Drilling, LLC for $179,263.23, plus
costs and attorneys fees.  Superior filed an answer and counterclaim
against HOCO for breach of contract and negligence in an amount in excess of
that claimed by HOCO, plus costs and attorney’s fees.  Subsequent to
December 31, 2008, this lawsuit was settled with the agreement that the Company
will pay to the plaintiff $100,000 within one year from May 1,
2009.  The $100,000 amount is included in the accounts payable at
September 30, 2009.





Midwest Mortgage Brokers and
Paul Gee v. Hershey S. Baum, et al., Case No. CJ-2004-7796, District
Court of Tulsa County, State of Oklahoma  wherein Superior Oil and Gas
Company is a named co-defendant involves a loan that was made by Paul Gee and
Midwest Mortgage Brokers and Paul Gee to Hershey S. Baum and others for which
Superior Oil and Gas purportedly agreed to repurchase 100,000 shares of stock
from plaintiffs as part of the consideration for making the loan.  The
court granted summary judgment against Superior Oil and Gas Company in the
amount of $286,448.39 on April 23, 2008 and Superior has filed an appeal from
this judgment with the Oklahoma Supreme Court.  The attorneys for
Superior believe they will be successful in overturning the summary judgment and
ultimately prevailing in the lawsuit.





Julie Warren, et al. v.
Superior Oil and Gas Co., et al., District Court, Garfield County, Case
No. CJ-2008-325 wherein the plaintiffs have sued the company for trespassing in
connection with laying a saltwater disposal line across their property in the
completion of the Windy Vista well.  They obtained a judgment against
the company for $118,000 plus costs and attorney’s fees.  Subsequent
to December 31, 2008 this judgment has been settled for $65,000.  The
amount of the settlement is included in accounts payable on the balance sheet at
September 30, 2009.





James B. Jackson v. Superior
Oil & Gas Co., District Court, Canadian County, Case No. CJ-2008-87.
The plaintiff’s claims relate to geological service provided to Superior for
which he has not been paid.  A default judgment was entered against
Superior in the amount of $14,578.29 plus costs and attorney’s
fees.  Sufficient amounts have been recorded in accounts payable at
the balance sheet date to cover the cost of this judgment.





Eagle Well Services, Inc. v.
Superior Oil and Gas Co., District Court, Oklahoma County, Case No.
CJ-2009-773 involves a claim by Eagle Well Services d/b/a Bronco Energy Services
for $94,649.69 for services performed by it for the company.  The
amount of the claim is in accounts payable at September 30, 2009.




14





Superior Oil and Gas Co. v.
Vince Freechea, District Court, Oklahoma County, Case No. CJ-2009-1793
involves a claim by Superior against an individual who operated a company known
as High Plains
Tubular.  The claim arises out of that individual’s procurement
of casing and tubing on behalf of Superior.  Mr. Freechea subsequently
wrongfully sold this casing and tubing to a third party and refused to remit the
proceeds of the sale to Superior.  Superior paid Mr. Freechea in
excess of $220,000 for the product and is seeking to recover its cost plus the
profit for a total of $350,000.





Item
2.           Unregistered
Sales of Equity Securities





Since our last report of sales of
unregistered equity securities (Form 10-Q for period ended June 30, 2009), we
have sold, in transactions exempt from registration pursuant to Regulation D,
Rule 506, the following securities to the following persons.  All
sales were made to accredited investors with preexisting relationships with our
company.





Date
            
            Purchaser
            
            No.
      of shares
            
            Value
            
            Consideration
      Paid for Shares8-11-09
            
            Sam
      Guttman
            
            10,000,000
            
            $0.06
            
            Special
      Settlement8-11-09
            
            Marilyn
      C. Kenan, Trustee
            
            6,000,000
            
            $0.06
            
            Special
      Settlement9-11-09
            
            Daniel
      Lloyd, Jr.
            
            5,500,000
            
            $0.06
            
            Payroll9-11-09
            
            Douglas
      A. Newman
            
            1,500,000
            
            $0.06
            
            Accounting
      Services9-11-09
            
            Gayla
      McCoy
            
            1,500,000
            
            $0.06
            
            Payroll9-11-09
            
            Marilyn
      C. Kenan, Trustee
            
            1,500,000
            
            $0.06
            
            Legal
      Services9-11-09
            
            Theodore
      Allen
            
            500,000
            
            $0.06
            
            Payroll9-11-09
            
            Bill
      J. Sparks
            
            300,000
            
            $0.06
            
            Payroll9-11-09
            
            Masterline
      Group
            
            800,000
            
            $0.06
            
            Financial
      consulting9-11-09
            
            James
      C. Morrison, Jr.
            
            300,000
            
            $0.06
            
            Financial
      Consulting9-11-09
            
            Garth
      Finley
            
            100,000
            
            $0.06
            
            Consulting




15





Item
      6.
            Exhibits





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





3(i)
            
            Articles
      of Incorporation
            
            *3(ii)
            
            Bylaws
            
            *10.5
            
            Purchase
      and Sale Agreement entered into December 13, 2005 between Superior Oil and
      Gas Co. and William H. Foster.
            
            **10.6
            
            Purchase
      and Sale Agreement entered into April 24, 2006 between Enerhance Energy,
      Inc. and Superior Oil and Gas Co.
            
            **10.7
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Kingfisher County,
      Oklahoma
            
            ***10.8
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Canadian County,
      Oklahoma
            
            ***10.9
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Pushmataha County,
      Oklahoma
            
            ***14
            
            Code
      of Ethics for the Chief Executive Officer and Senior Financial
      Officers.
            
            +++16
            
            Letter
      on Change in Certifying Accountant
            
            *31.1
            
            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 2002.31.2
            
            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 2002.32.1
            
            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 2002.32.2
            
            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 Form 10-KSB, SEC #000-50173, on April 19, 2005; incorporated
      herein.





**
            Previously
      filed with Form 10-QSB 03-31-06 on May 22, 2006, EDGAR Accession
      #0001010549-06-000326; incorporated
herein.





***
            Previously
      filed with Form 8-K Current Report 05-23-06 on May 30, 2006, EDGAR
      Accession #0001010549-06-000348; incorporated
  herein.




16




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.




Superior Oil and Gas
      Co.Date: November
      16, 2009
              By
              /s/ B.J. SparksB.J.
      Sparks, President




17