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


                         AMENDMENT NO. 1 TO 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, 2006

                                       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 7, 2006, there were 22,449,214 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 [ ] No [X]

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            17

Item 3.  Controls and Procedures                                              20

PART II - OTHER INFORMATION                                                   20

Item 1.  Legal Proceedings                                                    20

Item 2.  Unregistered Sales of Securities                                     20

Item 6.  Exhibits and Reports on Form 8-K                                     21

SIGNATURES                                                                    22

                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 Financial Statements                                                 PAGE

Balance Sheets September 30, 2006 (Unaudited)                                  4
Statements of Operations for the Three and Nine Months Ended
         September 30, 2006 and 2005 (Unaudited)                               5
Statements of Cash Flows for the Nine Months Ended
         September 30, 2006 and 2005 (Unaudited)                               6
Notes to Financial Statements                                                  8

                                       3

<PAGE>


                            Superior Oil and Gas Co.
                                 Balance Sheets
                    September 30, 2006 and December 31, 2005
                                   (Unaudited)



                                                 September 30,     December 31,
            ASSETS                                    2006             2005
                                                 -------------    -------------

Current Assets
  Cash                                           $      94,834    $           8
  Deferred drilling costs                              249,933             --
  Deferred tax asset                                    70,000             --
                                                 -------------    -------------

Total Current Assets                                   414,767                8
                                                 -------------    -------------

Property and Equipment
  Oil and gas properties
    Pipeline right of way                              111,600             --
    Oil & gas leases undeveloped                       457,800             --
    Uncompleted wells                                  321,666             --
                                                 -------------    -------------
                                                       891,066             --
                                                 -------------    -------------

  Total Assets                                   $   1,305,833    $           8
                                                 =============    =============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                               $     200,927    $     236,055
  Deposits for drilling                                566,631             --
  Accrued salaries                                      67,500             --
  Note payable                                          70,000           70,000
                                                 -------------    -------------
                                                       905,058          306,055
Other liabilities
  Accrued option expense                               180,000             --
  Debtor judgment                                      572,842          547,516
                                                 -------------    -------------

  Total Liabilities                                  1,657,900          853,571
                                                 -------------    -------------

Shareholders' Equity
  Common stock, $0.001 par value per share
  200,000,000 shares authorized, 20,649,214
  outstanding at September 30, 2006 and
  15,470,714 outstanding at December 31, 2005           20,650           15,471
Additional paid-in capital                           2,371,475        1,235,425
Accumulated deficit                                 (2,744,192)      (2,104,459)
                                                 -------------    -------------

  Total Shareholders' Equity                          (352,067)        (853,563)
                                                 -------------    -------------

Total Liabilities and Shareholders' Equity       $   1,305,833    $           8
                                                 =============    =============







See Accompanying Notes to Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                            Statements of Operations
         For the Three and Nine Months ended September 30, 2006 and 2005

                                   (Unaudited)


                                                     Three                             Nine
                                         Months Ended     Months Ended     Months Ended     Months Ended
                                         September 30,    September 30,    September 30,    September 30,
                                              2006             2005             2006             2005
                                         -------------    -------------    -------------    -------------
<S>                                      <C>              <C>              <C>              <C>

Revenue                                  $        --      $      10,000    $        --      $      10,000
                                         -------------    -------------    -------------    -------------

Operating Expenses
   Administrative                              204,391            7,243          684,407          100,785
   Consulting                                     --               --               --               --
   Judgment                                      8,442            8,442           25,326           25,326
                                         -------------    -------------    -------------    -------------
                                               212,833           15,685          709,733          126,111
                                         -------------    -------------    -------------    -------------

Loss before income taxes                      (212,833)          (5,685)        (709,733)        (116,111)

Income tax expense (benefit)                      --               --            (70,000)            --
                                         -------------    -------------    -------------    -------------

Net loss                                 $    (212,833)   $      (5,685)   $    (639,733)   $    (116,111)
                                         =============    =============    =============    =============


Loss per Share:
   Weighted average shares outstanding      19,687,000       15,471,000       17,589,000       15,466,000
                                         =============    =============    =============    =============
   Loss per share                                (nil)            (nil)            (nil)            (nil)
                                         =============    =============    =============    =============
</TABLE>



















See Accompanying Notes to Financial Statements

                                       5
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                            Statements of Cash Flows
              For the Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)


                                                                    Nine
                                                       Months Ended     Months Ended
                                                       September 30,    September 30,
                                                            2006             2005
                                                       -------------    -------------
<S>                                                    <C>              <C>
Cash flows from operating activities:

  Net loss                                             $    (639,733)   $    (116,111)

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

  Common stock issued for services                           175,163            1,000
  Increase in deferred tax asset                             (70,000)            --
  Increase in deferred drilling costs                       (249,933)            --
  Increase (decrease) in accounts payable                    (35,128)         103,524
  Increase in accrued salaries                                67,500             --
  Increase in debtor judgement                                25,326             --
  Increase in accrued option expense                         180,000             --
  Increase in deposits for drilling                          566,631             --
                                                       -------------    -------------


Net cash provided (used) by operating activities            (155,337)         (12,587)
                                                       -------------    -------------

Cash flows from investing activities
  Increase in oil and gas properties                            --               --
  Issuance of common stock for cash                           75,000           15,792
                                                       -------------    -------------
                                                              75,000           15,792
                                                       -------------    -------------

Cash flows from financing activities                            --               --
                                                       -------------    -------------


Increase (decrease) in cash                                   94,826            4,205

Cash at beginning of period                                        8              516
                                                       -------------    -------------

Cash at end of period                                  $      94,834    $       4,721
                                                       =============    =============
</TABLE>




See Accompanying Notes to Financial Statements

                                       6
<PAGE>

                            Superior Oil and Gas Co.
                            Statements of Cash Flows
              For the Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)





                                                               Nine
                                                   Months Ended    Months Ended
                                                   September 30,   September 30,
                                                        2006            2005
                                                   -------------   -------------

Supplemental Disclosure of Cash Flow Information
   Cash paid during the period for:
         Interest                                  $        --     $        --
                                                   =============   =============
         Income taxes                              $        --     $        --
                                                   =============   =============



Non Cash Investing and Financing Activities
   Common stock issued for services                $     175,163   $       1,000
                                                   =============   =============


   Common stock issued for oil and gas properties  $     891,066   $        --
                                                   =============   =============

   Common stock issued for cash                    $      75,000   $       4,800
                                                   =============   =============



























See Accompanying Notes to Financial Statements

                                       7
<PAGE>


                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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. 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.

          Share-Based Compensation:

          The Company recognizes expense for its share-based  compensation based
          on the fair value of the awards  that are  granted.  The fair value of
          stock   options  is   estimated   at  the  date  of  grant  using  the
          Black-Scholes-Merton  option  valuation  model which was developed for
          use in estimating the fair value of exchange  traded options that have
          no vesting  restrictions and are fully transferable.  Option valuation
          methods require the input of highly subjective assumptions,  including
          the expected stock price  volatility.  Measured  compensation  cost is
          recognized ratably over the vesting period of the related  share-based
          compensation award.


                                       8


<PAGE>


                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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

          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.

          Oil & Gas Properties:

          Oil and gas  investments  are accounted for by the successful  efforts
          method of  accounting.  Accordingly,  the costs  incurred  to  acquire
          property (proved and unproved),  all development costs, and successful
          exploratory  costs are  capitalized,  whereas the cost of unsuccessful
          exploratory wells are expensed. Costs attributable to working interest
          partners are not included in the capitalized costs of the company.

          Depletion of capitalized  oil and gas well costs is provided using the
          units of production method based on estimated proved developed oil and
          gas reserves of the respective oil and gas properties.

          The  estimated  costs of  dismantlement  and  abandonment  of depleted
          wells, net of estimated  salvage value, is considered to be immaterial
          in amount  and,  therefore,  no accrual  for such costs is included in
          these financial statements.

          The  carrying  value  of  capitalized  oil and gas  property  costs is
          compared  annually  to the future  net  revenues  attributable  to the
          related proved developed oil and gas reserves.  Such costs are reduced
          to the extent  they  exceed the future  net  revenues  of the  related
          proved developed oil and gas reserves. Oil and gas reserve information
          and other required  disclosures  related to oil and gas operations has
          been omitted, due to the limited revenues derived from such activity.

                                       9

<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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, 2006.

                                       10

<PAGE>


                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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 September  30, 2006 the Company had  substantial  net  operating
          losses  available to reduce future  federal and state taxable  income.
          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 net operating losses 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.

          Taxable temporary  differences  result  principally from the excess of
          depreciation and intangible drilling expense for tax purposes over the
          amount deducted for financial reporting purposes. Deductible temporary
          differences  and the  operating  loss carry  forward,  giving  rise to
          deferred tax assets, are reduced by a valuation allowance. The Company
          has established a valuation  allowance for its net deferred tax assets
          due to the uncertainty of the use of the loss carry forward.

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.

                                       11

<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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

          During the quarter  ended  September  30,  2006,  the  Company  issued
          2,105,000  common  shares,  750,000  shares  for oil  and gas  leases,
          750,000  shares  for  consulting  services,  105,500  shares for legal
          services and 150,000 shares for cash. The common shares are restricted
          under  Section  144 and were  valued  from  $0.21 to $0.50 per  common
          share. In accordance  with SFAS 123(R),  the value of the stock issued
          for share-based payment of goods and services is recorded on the books
          of the Company based on the value of the goods and services  received.
          The value of the services  received was based upon  invoices  received
          from the recipients of the shares followed by  negotiations  with each
          recipient  regarding  how many shares would be a fair exchange for the
          value of the services  described in the invoices.  Each  recipient had
          his own view of the fair value of the Company's  common  stock,  which
          traded in a thin market.


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

                                                 2006         2005
                                              ----------   -----------

Basic net income (loss) per common share:
Common shares outstanding                     20,649,214    15,460,714
                                              ==========   ===========

    Weighted average shares outstanding       17,589,000    15,460,714
                                              ==========   ===========

    Net Income (Loss) per share               $     --     $      --
                                              ==========   ===========

Diluted net income (loss) per common share:
    Common shares outstanding                 19,470,714    15,460,714
                                              ==========   ===========

    Weighted average shares outstanding       18,970,714    15,460,714
                                              ==========   ===========

    Net Income (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  provides  the
          Company's office facilities at no cost.

                                       12

<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


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
          September  30, 2006,  the amount of the  judgment,  including  accrued
          interest was $572,842.  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
          sufficient  capital 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.


Note 9 - Stock Option Plan
         -----------------

          The Board of Directors adopted the Superior Oil and Gas Co. 2005 Stock
          Option  Plan  (the  "Plan")  on  December  6,  2005.  The Plan  became
          effective on that date subject only to the approval by the majority of
          the  shareholders  within twelve months.  Should the  shareholders not
          approve  the Plan it will  terminate  December  6, 2006.  All  options
          issued  prior to the  terminations  date shall  continue in effect but
          without the benefits  that would  accrue  under the  Internal  Revenue
          Service Code or the  Securities  Exchange  Act from the  shareholders'
          approval.

          The maximum number of shares of stock,  which may be optioned and sold
          under the Plan, is 10,000,000  shares.  Options granted under the Plan
          may be incentive  stock  options (as defined  under  Internal  Revenue
          Service Code Section 422) or nonqualified stock options, as determined
          by the  administrator  (the Board of Directors or an Option  Committee
          appointed  by the Board of  Directors)  of the Plan.  The terms of the
          Plan provides that the per share option  exercise price to an employee
          owning more than 10% of the voting power shall be no less than 110% of
          the fair market value on the date of grant. The per share option price
          to any other  employee  shall be no less than 100% of the fair  market
          value on the date of grant.

                                       13
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


Note 9 - Stock Option Plan (Continued)
         -----------------

          The  term  of the  option  shall  be the  term  stated  in the  option
          agreement;  provided however, the incentive stock options shall have a
          term of no longer  than ten years  from the date of grant and  options
          granted to those who represent more than 10% of the voting power shall
          have a term of five  years or such  shorter  term as  provided  in the
          option agreement.

          On December 6, 2005 the Company granted eight million share options at
          $0.10 per share,  including two million non-qualified options that are
          now exercisable and six million incentive stock options exercisable of
          which  two  million  are now  exercisable  and one  million  per  year
          exercisable  on January  31,  2007,  2008,  2009 and 2010.  The shares
          options expire December 15, 2015 if not exercised. Shares options have
          not been exercised as of the report date.

          The Company has applied Accounting Principles Board Opinion No. 25 and
          related interpretations in accounting for its stock-based compensation
          awards.  APB No. 25 allows for no recognition of compensation  cost if
          the  exercise  price of the  option is equal to the fair  value of the
          stock  at  grant  date.  Accordingly,  no  compensation  cost had been
          recognized for stock options granted in previous financial statements.

          In December  2004,  the Financial  Accounting  Standards  Board (FASB)
          issued Statement of Financial  Accounting  Standard (SFAS) No. 123(R),
          "Share Based  Payment",  which revised SFAS No. 123,  "Accounting  for
          Stock-Based  Compensation".  SFAS  No.  123(R)  requires  entities  to
          measure and present,  as a component of the income  statement the fair
          value of equity  share-based  payments (stock  compensation)  at grant
          date,  and  recognize  the fair value over the period  during which an
          employee is required  to provide  services in exchange  for the equity
          instrument.  SFAS No. 123(R) is effective for periods  beginning after
          June 15, 2005. This requires us to adopt FAS 123(R) effective  January
          1, 2006.

          As  of  September  30,  2006,  the  Company  has  awarded  share-based
          compensation to executives of the Company.  The compensation  cost and
          income tax benefit was  $180,000 and $70,000 for the nine months ended
          September 30, 2006, respectively.  There were no option grants in 2004
          and 2003 subject to the SFAS.

                                       14

<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


Note 9 - Stock Option Plan (Continued)
         -----------------

          The fair value of each option  grant is estimated on the date of grant
          using  the  Black-Scholes  option  pricing  model  with the  following
          weighted  average  assumptions  used for  grants  in  2005,  risk-free
          interest  rates of 4.65%,  no dividend  yield or assumed  forfeitures;
          expected lives of 5.0 years; and volatility of 147.07%.  There were no
          option  grants in 2004 and 2003  subject to SFAS  123(R).  The amounts
          above are not  likely to be  representative  of future  years  because
          there is no assurance that additional awards will be made each year.

Note 10 - Proposed  Acquisition of Gas Wells with Principal Terms and Conditions
          ----------------------------------------------------------------------
          as Follows:
          ----------

          o    Agreed to purchase  twenty-eight  wells located on ten properties
               in  southeast  Kansas.  Nine  producing  wells,  three  completed
               awaiting  equipment,  and sixteen formerly producing but now shut
               in.

          o    Purchase  price of  300,000  shares of the  Company's  restricted
               stock.

          o    Effective  date to be the first day of the  month  following  the
               month in which the sale is closed.

          o    Shares were issued on April 1, 2006 to be held by the Company but
               not  delivered to seller.  Delivery of shares and transfer to the
               company of title to the  properties  await  return of seller from
               overseas and delivery to Company of certain information regarding
               the wells to be purchased.

          o    The  Company  has since  rescinded  this  contract  and taken the
               $55,800 included in Oil & Gas properties on the June 30, 2006 off
               the books and  reduced  its  outstanding  shares for the  300,000
               shares shown on the June 30, 2006 balance sheet.

Note 11 - Acquisition of 13 Oil and Gas Leases in Oklahoma
          ------------------------------------------------

          In May 2006 the Company  agreed to acquire  thirteen  unproved oil and
          gas  leases in three  Oklahoma  counties  from  Hudson  Resources.  No
          drilling operations had been conducted by Hudson Resources or previous
          owners of the  properties.  The  transaction was completed on July 11,
          2006 by the issuance of 1,005,000 shares of restricted common stock of
          the Company  and is  reflected  in the  September  30, 2006  financial
          statements.

                                       15

<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006


Note 12 - Deferred Drilling Costs
          -----------------------

          The Company has advanced a drilling  contractor $249,933 for a deposit
          to drill wells in Kingfisher and Canadian Counties.

Note 13 - Deposits
          --------

          The  Company  is  currently  drilling  wells in  Blaine  and  Garfield
          Counties in Oklahoma and has a working  interest partner in each well.
          This amount  represents  advances  in excess of the  working  interest
          partners' costs on these wells.  These deposits will be used to offset
          the  investors'  cost of the  well as it is  completed.  Should  costs
          exceed the estimate for the working interest owners,  they are subject
          to a call for additional funds for their additional costs.

                                       16

<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, 2006 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 with Lloyd's of America,  Inc. to
acquire its 50-foot wide and 26,000-foot long Bureau of Land Management  ("BLM")
right-of-way in the White River Resource Area of Rio Blanco County, Colorado. In
February 2006, we received the assigned  permit from BLM. The purchase price for
the right-of-way  was 600,000 shares of common stock,  which was paid to Lloyd's
of America  on April 13,  2006,  plus the  continuing  obligation  to issue 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.

     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. Depending
on the  outcome  of 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,  and the properties  have not yet been assigned
to our company.

     On April 6, 2006,  we entered  into an  agreement to acquire 28 natural gas
wells  located  in the  Cherokee  Basin  near  Southeast  Kansas  and  Northeast
Oklahoma. Nine of the 28 wells are producing natural gas, an additional three of
the 28 wells have been  drilled,  tested and  completed and await only the final
installation  of pump jacks,  and the  remaining 16 of the 28 wells earlier were
producing  wells but were  shut-in  due to low prices for  natural gas and today

                                       17

<PAGE>

require  varying  degrees of workover to become  productive  again. We agreed to
acquire the wells on April 13, 2006 for 300,000 shares of common stock valued at
$210,000. The failure of the owner of the leases to convey complete title to the
leases led to our rescission of the agreement on October 20, 2006.

     On May 23,  2006  the  registrant,  Superior  Oil and Gas Co.  ("Superior")
completed the acquisition of a significant  amount of assets,  otherwise than in
the ordinary course of business.

     The assets involved are three-year oil and gas leases covering  undeveloped
lands in three Oklahoma counties as follows:

o        Kingfisher County -                8 leases covering 640 acres
o        Canadian County -                  1 lease covering 320 acres
o        Pushmataha County -                4 leases covering 125 acres

     The leases were acquired from Hudson  Resources  Corp. of Yukon,  Oklahoma.
There is no material  relationship,  other than in respect of this  transaction,
between  such entity and Superior or any of its  affiliates,  or any director or
officer of Superior or any associate of any such director or officer.

     The nature and amount of  consideration  given for the leases was 1,005,000
shares of Common Stock of Superior, valued at $402,000.

     This  transaction  had the effect of causing  our  company to cease being a
shell company.

     On September 2, 2006 we commenced  drilling  operations  on our Windy Vista
No. 1 Well in Garfield County,  Oklahoma. On September 29 we reached total depth
of 6,550 feet and logged the well. The neutron log indicated numerous formations
that may contain oil or natural gas in commercial quantities. Initial completion
attempts on the Wilcox Formation were not successful due, we believe,  to a poor
cement job. Completion is now in progress on the Mississippi Formation.

Plan of Operation for the Next Twelve Months

     Our current  business plan is to develop our oil and gas  properties by (i)
constructing  the natural gas pipeline on our right-of-way in Rio Blanco County,
Colorado and (ii)  drilling  wells on the leases we acquired  this year. We will
continue 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 no capital  resources and a stockholders'  deficiency.  We have
total assets of $1,305,833 and total liabilities of $1,657,900.

                                       18

<PAGE>


     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.

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.

                                       19

<PAGE>


Item 3. Controls and Procedures


     Evaluation of disclosure  controls and procedures.  The Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective and provide reasonable  assurances that the information
the Company is required to disclose in the reports it files or submits under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time period required by the Commission's  rules and forms. There were
no  significant  changes  in  the  Company's  internal  control  over  financial
reporting  during  the  period  covered  by this  report  that  have  materially
affected,  or are reasonably  likely to materially  affect our internal controls
over financial reporting.


                           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, 2006,  the amount of the
judgment including interest was $572,842 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

     Since our last  report of sales of  unregistered  equity  securities  (Form
10-QSB for period ended June 30,  2006),  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 the Shares
-------- ------------------- ------------- --------- ---------------------------

-------- ------------------- ------------- --------- ---------------------------
09-18-06 Steve Heard               500,000  $105,000  Acquisition of Oil and
                                                      Gas Leases
-------- ------------------- ------------- --------- ---------------------------
09-18-06 Uptick Capital Ltd.       250,000    52,500  Public Relations Services
-------- ------------------- ------------- --------- ---------------------------
10-11-06 Claud Cypert, TTEE        150,000    75,000  Cash
-------- ------------------- ------------- --------- ---------------------------

                                       20

<PAGE>



22

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                                                             *
   10.5     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       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 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.


                                       21
<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:  March 12, 2007                  Superior Oil and Gas Co.




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





<PAGE>



                                  FULLER TUBB
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVENUE, SUITE 1000
                             OKLAHOMA CITY, OK 73102

G. M. FULLER (1920-1999)                                  TELEPHONE 405-235-2575
JERRY TUBB                                                FACSIMILE 405-232-8384
MICHAEL A. BICKFORD
     -----

OF COUNSEL:                                               THOMAS J. KENAN E-MAIL
THOMAS J. KENAN                                                kenan@ftpslaw.com
DAN M. PETERS

                                 March 12, 2007


Tia Jenkins
Senior Assistant Chief Accountant
Office of Emerging Growth Companies
Securities and Exchange Commission
Division of Corporation Finance, Mail Stop 3561
450 Fifth Street, N.W.
Washington, DC   20549-3561

ATTENTION RAJ RAJAN

                  Re:      Superior Oil & Gas Co.
                           Form 10-KSB for fiscal year ended December 31, 2005
                           Form 10-QSB for quarterly period ended March 31, 2006
                           Form 10-QSB for quarterly period ended June 30, 2006
                           File No. 000-50173

Dear Ms Jenkins:

As counsel to Superior  Oil and Gas Co., I enclose  Amendment  No. 2 to its Form
10-KSB for the fiscal year ended  December 31, 2005,  to its Form 10-QSB for the
quarterly  period  ended March 31,  2006,  to its Form 10-QSB for the  quarterly
period  ended June 30,  2006,  and  Amendment  No. 1 to its Form  10-QSB for the
quarterly period ended September 30, 2006 in accordance with the instructions in
your letter dated  February 1, 2007.  The  following  responses are made to your
comments. The responses are keyed to your comments.

We are providing by FedEx, as courtesy copies, three redlined copies as well as
three plain copies of the filed version of the amendment.

                                       27

<PAGE>


Form 10-KSB/A for the fiscal year ended December 31, 2005 filed October 20, 2006

Note 5 - Common stock transactions, page 14

1.   We  have  revised  all  of the  transactions  for  the  Company  for  which
     share-based  compensation was awarded for the past two years.  Based on our
     review, we have concluded that the values of goods and services reported on
     the financial  statements  represent the fair market value of the goods and
     services received.  Paragraph 7 of SFAS 123(R) states "If the fair value of
     goods or  services  received  in a  share-based  payment  transaction  with
     non-employees  is more reliably  measurement  than fair value of the equity
     instruments  issued,  the fair value of goods or services received shall be
     used to measure the  transaction." We have revised Note 5 of the applicable
     financial  statements to state as follows: "In accordance with SFAS 123(R),
     the value of the stock issued for share-based payment of goods and services
     is recorded on the books of the Company based on the value of the goods and
     services  received.  The value of the  services  received  was  based  upon
     invoices   received  from  the   recipients  of  the  shares   followed  by
     negotiations with each recipient  regarding how many shares would be a fair
     exchange for the value of the  services  described  in the  invoices.  Each
     recipient had his own view of the fair value of the Company's common stock,
     which traded in a thin market."

Form 10-QSB/A for the quarterly period ended 03-31-06 filed October 20, 2006

Item 3 - Controls and Procedures, page 17

2.   We have  revised the  disclosure  that  appears  under this heading to more
     accurately  reflect the  compliance  of the Company's  management  with the
     requirements  of Release  No.  33-8238.  We will  provide  the  appropriate
     representations in future filings.

Form 10-QSB/A for the six months ended June 30, 2006 filed October 20, 2006

Statement of Cash Flows, page 6

3.   We are  substituting a new Statement of Cash Flows for Form 10-QSB June 30,
     2006 and for September 30, 2006.

Please contact the undersigned  regarding any questions concerning the above. If
there are  questions  or matters  that could be  resolved  more  effectively  by
telephone, please call me at 405-235-2575. My fax number is 405-232-8384.

                                                     Sincerely,


                                                     /s/ Thomas J. Kenan

                                                     Thomas J. Kenan
                                                     e-mail:  kenan@ftpslaw.com

Enclosures

Copy:    Daniel H. Lloyd (w/enclosures)
         Douglas A. Newman, C.P.A. (w/enclosures)
         Ron Robinson, C.P.A. (w/enclosures)