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


                         AMENDMENT NO. 2 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 March 31, 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 May 11, 2006,  there were  18,843,714  shares of the  Registrant's  Common
Stock, par value $0.001 per share, outstanding.

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

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



<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION                                              3

Item 1.  Financial Statements                                               3

Item 2.  Management's Discussion and Analysis or Plan of Operation          15

Item 3.  Controls and Procedures                                            18

PART II - OTHER INFORMATION                                                 18

Item 1.  Legal Proceedings                                                  18

Item 2.  Unregistered Sales of Securities                                   18

Item 6.  Exhibits and Reports on Form 8-K                                   19

SIGNATURES                                                                  20














                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                                                            PAGE
                                                                            ----

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






















                                       3
<PAGE>

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



                                                     March 31,     December 31,
                                                       2006            2005
                                                   ------------    ------------

ASSETS

Current Assets
  Cash                                             $    197,902    $          8
  Deferred drilling costs                                61,655            --
  Deferred tax asset                                     70,000            --
                                                   ------------    ------------

Total Assets                                       $    329,557    $          8
                                                   ============    ============




LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                 $    201,596    $    236,055
  Deferred revenue                                      250,000            --
  Accrued salaries                                       22,500            --
  Note payable                                           70,000          70,000
                                                   ------------    ------------
                                                        544,096         306,055
Other liabilities
  Accrued option expense                                180,000            --
  Debtor judgment payable                               555,958         547,516
                                                   ------------    ------------

  Total Liabilities                                   1,280,054         853,571
                                                   ------------    ------------

Shareholders' Equity
  Common stock, $0.001 par value per share
  200,000,000 shares authorized, 17,240,714
  outstanding at March 31, 2006 and
  15,470,714 outstanding at December 31, 2005            17,241          15,471
Additional paid-in capital                            1,445,826       1,235,425
Accumulated deficit                                  (2,413,564)     (2,104,459)
                                                   ------------    ------------

  Total Shareholders' Equity                           (950,497)       (853,563)
                                                   ------------    ------------

Total Liabilities and Shareholders' Equity         $    329,557    $          8
                                                   ============    ============





See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       4
<PAGE>

                            Superior Oil and Gas Co.
                            Statements of Operations
               For the Three months ended March 31, 2006 and 2005
                                   (Unaudited)



                                                      Three           Three
                                                   Months Ended    Months Ended
                                                     March 31,      March 31,
                                                       2006            2005
                                                   ------------    ------------

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

Operating Expenses
   Administrative                                       370,663          48,083
   Judgment interest                                      8,442           8,442
                                                   ------------    ------------
                                                        379,105          56,525
                                                   ------------    ------------

Income (loss) before income taxes                      (379,105)        (56,525)

Deferred income tax expense (benefit)                   (70,000)           --
                                                   ------------    ------------

Net loss                                           $   (309,105)   $    (56,525)
                                                   ============    ============

Basis loss per Share:
   Weighted average shares outstanding               16,355,714      15,460,714
                                                   ============    ============
   Loss per share                                  $      (0.02)          (nil)
                                                   ============    ============

Diluted loss per share:
   Weighted average shares outstanding               18,970,714      15,460,714
                                                   ============    ============
   Loss per share                                  $      (0.02)          (nil)
                                                   ============    ============






See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       5
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                            Statements of Cash Flows
               For the Three Months Ended March 31, 2006 and 2005
                                   (Unaudited)



                                                       Three-            Three-
                                                    Months Ended      Months Ended
                                                   March 31, 2006    March 31, 2005
                                                   --------------    --------------
<S>                                                <C>               <C>
Cash flows from operating activities:
  Net loss                                         $     (309,105)   $      (56,525)

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

  Increase in deferred tax asset                          (70,000)             --
  Common stock issued for services                        212,171              --
  Increase in deferred drilling costs                     (61,655)             --
  Increase (decrease) in accounts payable                 (26,017)           40,226
  Increase in accrued salaries                             22,500              --
  Increase in accrued option expense                      180,000              --
  Increase in deferred revenue                            250,000              --
                                                   --------------    --------------


Net cash provided (used) by operating activities          197,894           (16,299)
                                                   --------------    --------------

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

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

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

Increase (decrease) in cash                               197,894              (508)

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

Cash at end of period                              $      197,902    $            8
                                                   ==============    ==============

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




See Accompanying Notes to Financial Statements
See Accountants' Review Report



                                       6
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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.  Previously,  the Company has been engaged in
         the development of oil and gas properties.

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

         Use of estimates:

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

         Method of accounting:

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

         Cash and cash equivalents:

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

         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.




                                       7
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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.

         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.



                                       8
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006



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

         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.

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

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

         As of March 31, 2005 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.



                                       9
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006




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

          During the quarter ended March 31, 2006, the Company issued  1,770,000
          common shares,  primarily for consulting  services.  The common shares
          are  restricted  under Section 144 and were valued from $0.35 to $0.46
          per common  share.  In accordance  with SFAS 123(R),  the value of the
          stock  issued for  share-basaed  payemnt of goods and  services on the
          books of the  Company  based on the value of the  goods  and  services
          rereceived. The value of the services received was based upon invoices
          received from the recipients of the shares  followed by negotions 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                     17,240,714     15,460,714
                                                       ==========    ===========

               Weighted average shares outstanding     16,355,714     15,460,714
                                                       ==========    ===========

               Net Income (Loss) per share             $    (0.02)   $      --
                                                       ==========    ===========

         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             $    (0.02)   $      --
                                                       ==========    ===========

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

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




                                       10
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 2006,  the
         amount of the judgment,  including  accrued interest was $555,958.  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.




                                       11
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 2006, the Company has awarded shared-based compensation
         to  executives  of the Company.  The  compensation  cost and income tax
         benefit was  $180,000  and $70,000 for the three months ended March 31,
         2006 respectively. There were no option grants in 2004 and 2003 subject
         to the SFAS.




                                       12
<PAGE>
                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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.

Note 11 - Deferred Drilling Costs.
          ------------------------

          The Company is in the process of acquiring several leases for possible
          drilling.  The costs  represented  are for site  survey  and plat maps
          ($1,355) and a petroleum  engineering  fee  ($61,655)  for an unproved
          site in Blaine County, Oklahoma. These costs will be added to the cost
          of the drilling when commenced. If the company decides not to go ahead
          with the  project,  it will be written off in the quarter in which the
          project is abandoned.






                                       13
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2006

Note 12 - Deposits
          --------

          The Company is planning to drill a well in the Lonesome River Prospect
          in Blaine County,  Oklahoma.  It is selling  working  interests in the
          project  to oil and gas  investors.  The  deposits  represent  working
          interests for 10.5% of the estimated cost of the well.  These deposits
          will  be used  to  offset  the  investors'  cost of the  well as it is
          drilled  and  completed.  Should  costs  exceed the  estimate  for the
          working interest owners, they are subject to a call for additional for
          their additional costs.





                                       14
<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 March 31, 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 in 2004,  plus five  additional  shares of common
stock for each dollar of revenue  received  from the  operation of a planned gas
pipeline until the purchase price should equal  2,500,000  shares of stock.  The
29.84-acre right-of-way grants us "the right to construct, operate, maintain and
terminate  a  four-inch,  buried  natural  gas  pipeline."  The area of interest
surrounding this right-of-way  contains  thirteen  completed but shut-in natural
gas wells and drilling  locations for six new wells. We estimate it will cost us
approximately $1 million and take us  approximately  six to eight weeks to build
the pipeline. We have not yet secured the acquisition of these funds, and we can
give no  assurance  that we will be able to secure  these  funds or, if secured,
that we can secure the funds on favorable terms.

         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



                                       15
<PAGE>

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
require varying degrees of workover to become  productive again. We will acquire
the wells for 300,000 shares of common stock valued at $210,000.  The closing of
the purchase awaits the return to the U.S. of the seller,  who left unexpectedly
to attend to a sick relative.

         On April 25, 2006 the  registrant  (Superior  Oil and Gas Co.)  entered
into a material  definitive  agreement with Enerhance  Energy,  Inc. of Calgary,
Alberta,  Canada.  There is no  material  relationship  between  Superior or its
affiliates and Enerhance Energy other than in respect of this agreement.

         The terms and conditions of the agreement that are material to Superior
are as follows:

         Superior agreed to purchase, for $300,000 cash, a 100% working interest
in oil and gas leases  covering a 7-section  block of lands in the  Medicine Hat
Field in southeastern Alberta, Canada. Included in the purchase are two Medicine
Hat natural gas wells drilled and completed in 2000-2001 on the lands subject to
the leases.

         On a 160-acre  spacing  program,  Superior has an  opportunity to drill
another 26 wells on the leased lands, tie them to an existing  gathering system,
and  have  all of the  wells  on  stream  by year  end -  subject  to  financing
arrangements and the availability of drilling equipment.

         Capital  costs to drill,  complete  (including  one  frac-job  a well),
tying-in the well to a gathering  system and  installation  of surface  treating
facilities,  is estimated at $400,000 a well. Recovery of these capital costs at
current  natural  gas  prices  of  $7  to  $8  an  Mcf  should  be  achieved  in
approximately a 6-month period from the start of production.

         Superior has not yet closed this purchase of properties.

Plan of Operation for the Next Twelve Months

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

         We are in the development stage and, since inception,  have experienced
significant  liquidity  problems and have no capital  resources or stockholders'
equity.  We have no capital  resources and a stockholders'  deficiency.  We have
total assets of $329,557 and total liabilities of $1,280,054.

         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.



                                       16
<PAGE>

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

Need for Additional Financing

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

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

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

Off-Balance Sheet Arrangements

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

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



                                       17
<PAGE>
<TABLE>
<CAPTION>

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 period  covered by this report.
Based upon that evaluation,  the Chief Executive Officer and the 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 March  31,  2006,  the  amount of the
judgment including interest was $555,958 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 March 31, 2005),  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
---------- --------------------------- -------------- ------------ -------------------------------------------------
<C>        <C>                         <C>            <C>          <C>
05-18-05   Capitol Solutions Group        10,000       $   1,400   Financial consulting fee
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-06-06   Uptick Capital Ltd.           500,000          75,000   Financial public relations
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-06-06   JCSM Properties, Inc.         150,000          75,000   Legal fees
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-06-06   J. Michael Sherrod            100,000          30,000   Legal, oil/gas title work 2005-2006
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-15-06   OTC Services Inc.             150,000          40,500   Financial public relations
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-15-06   Jack D. McCurdy, II            30,000           8,100   Legal fee
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-15-06   Margaret Patterson              5,000           2,187   Website consulting fee
---------- --------------------------- -------------- ------------ -------------------------------------------------
02-15-06   The Cervelle Group            130,000          35,100   Financial public relations
---------- --------------------------- -------------- ------------ -------------------------------------------------
03-09-06   Ted Allen, III                300,000         201,000   Petroleum reserve engineering fees and expenses
---------- --------------------------- -------------- ------------ -------------------------------------------------
03-09-06   American Jet Charter, Inc.     80,000          37,600   Airplane charter
---------- --------------------------- -------------- ------------ -------------------------------------------------
03-09-06   Douglas Allen Newman          250,000         117,500   Accounting services and expenses
---------- --------------------------- -------------- ------------ -------------------------------------------------


                                       18
<PAGE>

---------- --------------------------- -------------- ------------ -------------------------------------------------
03-09-06   The Cervelle Group             75,000          35,250   Financial public relations
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Darl W. Long                    3,000           1,440   Office phone repair
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   James M. Head                 150,000          72,000   Rig design
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   W.H. Foster, Jr.              300,000(1)       54,000   Purchase, 28 Kansas wells
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Lynda Arnold                  150,000          19,500   Oil and gas lease
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Hudson Resources Corp.        150,000          19,500   Oil and gas leases
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Lloyds of America Ltd.        600,000         126,000   2004 pipeline purchase
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Gary Dennis                    50,000          24,000   Equipment repair
---------- --------------------------- -------------- ------------ -------------------------------------------------
04-13-06   Uptick Capital Ltd.           200,000          96,000   Financial public relations
---------- --------------------------- -------------- ------------ -------------------------------------------------
</TABLE>

-----------------------------
(1) Not delivered


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.

         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.




                                       19
<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, 2006                      Superior Oil and Gas Co.



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


























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