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 June 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 August 15, 2006, there were 20,049,214  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            14

Item 3.  Controls and Procedures                                              17

PART II - OTHER INFORMATION                                                   17

Item 1.  Legal Proceedings                                                    17

Item 2.  Unregistered Sales of Securities                                     17

Item 6.  Exhibits and Reports on Form 8-K                                     18

SIGNATURES                                                                    19























                                       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
                       June 30, 2006 and December 31, 2005
                                   (Unaudited)




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

Current Assets
    Cash                                           $      5,801    $          8
    Deferred drilling costs                             477,001            --
    Deferred tax asset                                   70,000            --
                                                   ------------    ------------

Total Current Assets                                    552,802               8
                                                                   - ----------

Property and Equipment
    Oil and gas properties                              235,200            --
                                                   ------------    ------------

    Total Assets                                   $    788,002    $          8
                                                   ============    ============


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable                               $    211,736    $    236,055
    Deferred revenue                                    475,000            --
    Accrued Salaries                                     45,000            --
    Note payable                                         70,000          70,000
                                                   ------------    ------------
                                                        801,736         306,055
Other liabilities
    Accrued option expense                              180,000            --
    Debtor judgment                                     564,400         547,516
                                                   ------------    ------------

    Total Liabilities                                 1,546,136         853,571
                                                   ------------    ------------

Shareholders' Equity
    Common stock, $0.001 par value per share
    200,000,000 shares authorized, 18,844,714
    outstanding at June 30, 2006 and
    15,470,714 outstanding at December 31, 2005          18,944          15,471
Additional paid-in capital                            1,754,281       1,235,425
Accumulated deficit                                  (2,531,359)     (2,104,459)
                                                   ------------    ------------

    Total Shareholders' Equity                         (758,134)       (853,563)
                                                   ------------    ------------

Total Liabilities and Shareholders' Equity         $    788,002    $          8
                                                   ============    ============


See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       4
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                            Statements of Operations
                       For the Three and Six months ended
                             June 30, 2006 and 2005

                                   (Unaudited)



                                                      Three                            Six
                                          ----------------------------    ----------------------------
                                          Months Ended    Months Ended    Months Ended    Months Ended
                                            June 30,        June 30,        June 30,        June 30,
                                              2006            2005            2006            2005
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Revenue                                   $       --      $       --      $       --      $       --
                                          ------------    ------------    ------------    ------------

Operating Expenses
    Administrative                             109,353          45,459         480,016          93,542
    Consulting                                    --              --              --              --
    Judgment                                     8,442           8,442          16,884          16,884
                                          ------------    ------------    ------------    ------------
                                               117,795          53,901         496,900         110,426
                                          ------------    ------------    ------------    ------------

Loss before income taxes                      (117,795)        (53,901)       (496,900)       (110,426)

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

Net loss                                  $   (117,795)   $    (53,901)   $   (426,900)   $   (110,426)
                                          ============    ============    ============    ============


Loss per Share:
    Weighted average shares outstanding     18,229,181      15,467,000      16,895,903      15,463,000
                                          ============    ============    ============    ============
    Loss per share                        $      (0.01)          (nil)   $      (0.03)   $      (0.01)
                                          ============    ============    ============    ============

Diluted loss per share:
    Weighted average shares outstanding     19,470,714      15,467,000      18,899,285      14,563,000
                                          ============    ============    ============    ============
    Loss per share                        $      (0.01)          (nil)   $      (0.02)   $      (0.01)
                                          ============    ============    ============    ============
</TABLE>








See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       5
<PAGE>

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



                                                    June 30,     June 30,
                                                     2006         2005
                                                   ---------    ---------

Cash flows from operating activities:
    Net loss                                       $(426,900)   $(110,426)
Adjustment to reconcile net loss to net cash
    provided by (used by operating activities):
    Increase in deferred tax asset                   (70,000)       1,000
    Common Stock issued for services                 189,629         --
    Increase in deferred drilling costs             (477,001)        --
    Increase (decrease) in accounts payable          (24,319)        --
    Increase in accrued salaries                      45,000         --
    Increase in debtor judgement                      16,884         --
    Increase in accrued option expense               180,000         --
    Increase in deferred revenue                     475,000       93,118
                                                   ---------    ---------

Net cash provided (used) by operating activities     (91,707)     (16,308)
                                                   ---------    ---------

Cash flows from investing activities
    Increase in oil and gas properties              (235,200)        --
    Issuance of common stock                            --         15,792
                                                   ---------    ---------
                                                    (235,200)      15,792
                                                   ---------    ---------

Cash flows from financing activities
    Common stock issued for assets                   332,700         --
                                                   ---------    ---------
                                                     332,700         --
                                                   ---------    ---------

Increase (decrease) in cash                            5,793         (516)

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

Cash at end of period                              $   5,801    $    --
                                                   =========    =========

Non-cash activities:
    Cash paid for interest                         $    --      $    --
                                                   =========    =========
    Cash paid for income taxes                     $    --      $    --
                                                   =========    =========





See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       6
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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.



                                       7
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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.

         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
                                  JUNE 30, 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
         ------------

         The Company has  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

         There is a 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
                                  JUNE 30, 2006



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

         During the quarter ended June 30, 2006,  the Company  issued  1,703,000
         common shares, primarily for consulting services. The common shares are
         restricted  under  Section  144 and were valued from $0.28 to $0.43 per
         common share.  The values were based upon the trading price at the time
         of issuance and  discounted at seventy  percent due to the  restrictive
         nature of the shares.

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


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

         Basic net income (loss) per common share:
         Common shares outstanding                    18,944,714     15,460,714
                                                    ============    ===========

               Weighted average shares outstanding    16,896,714     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 provides the Company's
         office facilities at no cost.




                                       10
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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 June 30,  2006,  the
         amount of the judgment,  including  accrued interest was $564,400.  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
                                  JUNE 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 financial  statements  previous
         to January 1, 2006.

         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 June 30, 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 six months ended June 30, 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
                                  JUNE 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
                  until  transfer to the company of title to the  properties and
                  delivery  of  certain  information  regarding  the wells to be
                  purchased.


         o        On October 20, 2006 the  agreement  was  rescinded  due to the
                  properties'  owner's  failure to  transfer  title to more than
                  one-third of the interest in the properties.

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

         In May 2006 the  Company  agreed to  acquire  13  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 will be reflected in the September 30, 2006 financial statements.

Note 12 - Acquisition  of  "Rio  Blanco  County,  Colorado  right  of way  for a
          pipeline"

         On April 13,  2006,  600,000  shares of  restricted  common  stock were
         issued for the purchase of this property. The transaction was valued at
         $111,600  and  is  included  in  the  balance  sheet  under  oil  & gas
         properties.



                                       13
<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 June 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


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<PAGE>

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 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 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.

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 $788,002 and total liabilities of $1,546,136.

         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.




                                       15
<PAGE>

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.




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<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 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  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 June 30, 2006, the amount of the judgment
including  interest was $564,400 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, 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
--------- ----------------------- -------------- --------- --------------------------------------------------
<C>       <C>                     <C>            <C>        <C>
05-22-06  Kenneth L. Turk               100,000    40,000   Construction of well sites Lonesome River Project
--------- ----------------------- -------------- --------- --------------------------------------------------
07-11-06  Hudson Resources Corp.      1,005,000   402,000   Oil and gas leases
--------- ----------------------- -------------- --------- --------------------------------------------------
07-11-06  Thomas J. Kenan               100,500    40,200   Legal fees
--------- ----------------------- -------------- --------- --------------------------------------------------
</TABLE>




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<PAGE>

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.



                                       18
<PAGE>

         **       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.

                                   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:  October 20, 2006                  Superior Oil and Gas Co.




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

















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