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

                                   FORM 10-QSB
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2005

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                            Superior Oil and Gas Co.
             (Exact name of registrant as specified in its charter)


    NEVADA                           000-50173                       87-0537621
    ------                           ---------                       ----------
   (state of                 (Commission File Number)              (IRS Employer
incorporation)                                                      I.D. Number)

                            14910 Northwest 36 Street
                                 Yukon, OK 73099
                                  405-350-0404
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past  twelve  months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

As of August 11, 2005, there were 16,960,714  shares of the Registrant's  Common
Stock, par value $0.001 per share, outstanding.

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            13

Item 3.  Controls and Procedures                                              15

PART II - OTHER INFORMATION                                                   15

Item 1.  Legal Proceedings                                                    15

Item 2.  Changes in Securities                                                15

Item 6.  Exhibits and Reports on Form 8-K                                     15

SIGNATURES                                                                    17
























                                       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>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                                 Balance Sheets
                       June 30, 2005 and December 31, 2004
                                   (Unaudited)





                                                               June 30,      December 31,
                                                                 2005            2004
                                                             ------------    ------------
<S>                                                          <C>             <C>

                                     ASSETS

Current Assets
    Cash                                                     $       --      $        516
                                                             ------------    ------------

    Total Assets                                             $       --      $        516
                                                             ============    ============




                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable                                         $    220,941    $    144,707
    Note payable                                                   70,000          70,000
                                                             ------------    ------------
                                                                  290,941         214,707
Other liabilities
    Debtor judgment                                               530,631         513,747
                                                             ------------    ------------

    Total Liabilities                                             821,572         728,454
                                                             ------------    ------------

Shareholders' Equity
    Common stock, $0.001 par value per share
    200,000,000 shares authorized, 15,470,714
    outstanding at June 30, 2005 and
    15,460,714 outstanding at December 31, 2004                    15,471          15,461
Additional paid-in capital                                      1,235,425       1,218,643
Accumulated deficit                                            (2,072,468)     (1,962,042)
                                                             ------------    ------------

    Total Shareholders' Equity                                   (821,572)       (727,938)
                                                             ------------    ------------

   Total Liabilities and Shareholders' Equity                $       --      $        516
                                                             ============    ============
</TABLE>


See Accompanying Notes to Financial Statements
See Accountants' Review Report




                                       4
<PAGE>
<TABLE>
<CAPTION>

                            Superior Oil and Gas Co.
                             Statement of Operations
            For the Three and Six months ended June 30, 2005 and 2004
                                   (Unaudited)


                                                       Three                            Six
                                           Months Ended    Months Ended    Months Ended    Months Ended
                                             June 30,        June 30,        June 30,        June 30,
                                               2005            2004            2005            2004
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>

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

Operating Expenses
     Administrative                              45,459          12,624          93,542          15,726
     Consulting                                    --              --              --            65,000
     Judgment                                     8,442           8,442          16,884          16,884
                                           ------------    ------------    ------------    ------------
                                                 53,901          21,066         110,426          97,610
                                           ------------    ------------    ------------    ------------

Loss before income taxes                        (53,901)        (21,066)       (110,426)        (97,610)

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

Net loss                                   $    (53,901)   $    (21,066)   $   (110,426)   $    (97,610)
                                           ============    ============    ============    ============


Loss per Share:
     Weighted average shares outstanding     15,467,000       8,474,000      15,463,000       8,416,000
                                           ============    ============    ============    ============
     Loss per share                               (nil)           (nil)           (nil)           (nil)
                                           ============    ============    ============    ============
</TABLE>














See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                       5
<PAGE>
                            Superior Oil and Gas Co.
                             Statement of Cash Flows
            For the Three and Six months ended June 30, 2005 and 2004
                                   (Unaudited)


                                                       Six             Six
                                                   Months Ended    Months Ended
                                                     June 30,        June 30,
                                                       2005            2004
                                                   ------------    ------------

Cash flows from operating activities:

  Net loss                                         $   (110,426)   $    (97,610)
                                                   ------------    ------------

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

  Common stock issued for services                        1,000            --

  Increase (decrease) in accounts payable                93,118          32,610
                                                   ------------    ------------

Net cash provided (used) by operating activities        (16,308)        (65,000)
                                                   ------------    ------------

Cash flows from investing activities                       --              --
  Issuance of common stock                               15,792          65,000
                                                   ------------    ------------

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

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

Increase (decrease) in cash                                (516)           --

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

Cash at end of period                              $       --      $       --
                                                   ============    ============

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, 2005
                                   (UNAUDITED)



Note 1 - Organization and Nature of Business
         -----------------------------------

         Superior Oil and Gas, Co. (the "Company") was  incorporated on February
         22, 1989, as a Utah  corporation as Western States  Resources,  Inc. On
         March 31, 1997,  the Company was merged with Western  States  Resources
         US, Inc. (a Nevada corporation) and immediately changed its name to Red
         River Resources,  Inc. On June 4, 1997, the Company changed its name to
         Superior Oil and Gas, Co.  Previously,  the Company has been engaged in
         the development of oil and gas properties.

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

         Use of estimates:

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

         Method of accounting:

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

         Cash and cash equivalents:

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

         Property and Equipment:

         Property  and   equipment   are  stated  at  cost,   less   accumulated
         depreciation.  Depreciation  is  provided  by using  the  straight-line
         method over the estimated  useful lives.  Expenditures  for maintenance
         and repairs are charged to operations when incurred.  Major betterments
         and  renewals  that  extend the useful  life of the  related  asset are
         capitalized and depreciated over the asset's remaining useful life.



                                       7
<PAGE>

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



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

         Income taxes:

         The Company  accounts for income taxes based on Statements of Financial
         Accounting  Standards  (SFAS) No. 109,  "Accounting  for Income Taxes".
         SFAS No.  109  requires  the  recognition  of  deferred  tax assets and
         liabilities  for the  future  consequences  attributable  to  temporary
         differences   between  the  financial  statement  carrying  amounts  of
         existing  assets and  liabilities  and their  respective tax bases.  In
         addition, SFAS No. 109 requires the recognition of future tax benefits,
         such  as  net  operating  loss  carry  forwards,  to  the  extent  that
         realization  of such  benefits  are more likely than not. The amount of
         deferred  tax  liabilities  or assets is  calculated  by  applying  the
         provisions of enacted tax laws to determine the amount of taxes payable
         or refundable, currently or in future years.

         The principal temporary  differences giving rise for the recognition of
         deferred tax  liabilities  and assets are the  depreciation of property
         and equipment and the net operating losses. The deferred tax assets and
         liabilities  represent  the  future  income tax  consequences  of those
         differences.

         Net Income (Loss) Per Share:

         The Company  computes net income  (loss) per share in  accordance  with
         SFAS No. 128, "Earnings Per Share",  and SEC Staff Accounting  Bulletin
         No. 98 ("SAB 98").  Under the  provisions  of SFAS No.  128,  basic net
         income  (loss) per share is  calculated  by dividing net income  (loss)
         available to common shareholders for the period by the weighted average
         number of common shares outstanding during the period.

         Adjustments and Reclassifications:

         In the  opinion  of  management,  the  accompanying  interim  financial
         statements,  prepared  in  accordance  with  the  U.S.  Securities  and
         Exchange  Commission's  instructions for Form 10-QSB, are unaudited and
         contain all material  adjustments,  consisting only of normal recurring
         adjustments  necessary  to  present  fairly  the  financial  condition,
         results of operations  and cash flows of the Company for the respective
         interim periods presented. The current period results of operations are
         not necessarily indicative of results which ultimately will be reported
         for the full fiscal year ending December 31, 2005.

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



                                       8
<PAGE>

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



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

         As of June 30, 2005 the Company had substantial  net operating  losses.
         Net  operating  losses and book and tax  differences  are  required  by
         generally accepted  accounting  standards to be recorded.  Book and tax
         differences  are not required to be recorded when the  consequences  of
         these  differences  might not be realized.  The Company has substantial
         net  operating  losses,  which will expire over the next 5 to 15 years.
         The net  operating  losses  may or may not be  realized  which  will be
         dependant on future earnings, which are currently uncertain.

Note 4 - Notes Payable
         -------------

         Note payable to an unrelated  individual,  dated  September 21, 2004 in
         the amount of $70,000, due November 30, 2004, with interest paid by the
         issuance of 100,000 shares of common stock on October 20, 2004.

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

         During the period ended December 31, 2004, the Company issued 3,360,000
         common shares,  primarily for consulting  services.  Additionally,  the
         Company issued  525,000 shares in payment for legal services  provided,
         100,000 as additional  interest on a note  payable,  and 3,000,000 to a
         related party for administrative  services provided.  The common shares
         are  restricted  under Section 144 and were valued from $0.015 to $0.40
         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.




                                       9
<PAGE>

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




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

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

         Primary earnings per share:
         Common shares outstanding                       15,463,333    8,474,464
                                                         ==========   ==========

             Weighted average shares outstanding         15,460,714    8,474,464
                                                         ==========   ==========

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

         Fully diluted earnings per share:
             Common shares outstanding                   15,463,333    8,474,464
                                                         ==========   ==========

             Weighted average shares outstanding         15,463,333    8,474,464
                                                         ==========   ==========

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


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

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

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,  2005,  the
         amount of the judgment,  including accrued interest was $ 560,631.  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


                                       10
<PAGE>

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



         liquidity problems and has no capital resources or shareholders' equity
         and  therefore  does not have capital  sufficient to meet their capital
         needs during the next twelve  months.  Due to recurring  losses and the
         accumulated deficit, there can be no assurance that the Company will be
         able to obtain  additional  funds,  which  will  impact  the  Company's
         ability to continue as a going concern. The financial statements do not
         include  any  adjustments  that might be  necessary  if the  Company is
         unable to continue as a going concern.

Note 9 - Proposed Business Combinations
         -------------------------------

         EagleSpan Steel Structures, Inc.:

         On December 17, 2004 Superior Oil and Gas Co. ("Superior") entered into
         an agreement with EagleSpan Steel Structures, Inc. of Loveland Colorado
         by which Superior agreed to purchase all the capital stock of EagleSpan
         for $6 million  payable in cash and stock of  Superior.  On February 4,
         2005 and again on February 9, 2005 the parties executed Amendment No. 1
         and Amendment No. 2 to the December 17, 2004 Purchase Agreement,  which
         amendments made material  changes in the Purchase  Agreement.  The most
         material changes were in the amount and form of payment of the purchase
         price for all the capital  stock of EagleSpan.  The purchase  price was
         revised to (1) a one-year, 6% interest promissory note in the principal
         amount of $3 million,  one-half of the  principal  amount plus  accrued
         interest of which is  convertible  by the holder  into common  stock of
         Superior at the conversion  price of $1.00 a share, and (2) the loan by
         Superior  to  EagleSpan  of 1.5 million  restricted  shares of Superior
         common stock which  EagleSpan  could use as  additional  collateral  of
         EagleSpan  bank debt that is guaranteed by Jerry Curtis,  the president
         of EagleSpan.

         The parties  closed the  purchase of all capital  stock of EagleSpan by
         Superior on February 9, 2005.  The closing was subject to the condition
         that EagleSpan, within 45 days after the closing, would provide audited
         financial  statements  for its fiscal years ended December 31, 2003 and
         2004. Such financial statements were required to be filed with the SEC.
         However,  after  preliminary  audit  procedures  were  performed on the
         financial statements, the 2003 and 2004 results of operations indicated
         that the net income was materially less than what had been  represented
         to Superior by EagleSpan,  the difference being inaccurate  application
         of  Accounting  Principals  Generally  Accepted in the United States of
         America.

         For the  above  reasons,  on April  15,  2005  Superior  rescinded  the
         Purchase  Agreement.  Each  party is to return  to the other  party the
         consideration earlier provided pursuant to the agreement.  There are no
         penalties to either party  because of the  termination  of the Purchase
         Agreement.



                                       11
<PAGE>

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



Note 9 - Proposed Business Combinations (Continued)
         ------------------------------

         Option to Purchase Oil and Gas Leases:

         On January 5, 2005 Superior Oil and Gas Co. entered into an agreement
         with an unaffiliated party, Jones and Buck, a Kansas partnership
         ("Jones and Buck"), with regard to which agreement the principal terms
         and conditions are as follows:

         o        Superior  purchased  from  Jones  and Buck a 90-day  option to
                  acquire  Jones and Bucks'  interest  in 7,320 acres of oil and
                  gas  leases   covering   5,560   producing   acres  and  1,760
                  non-producing acres in Chautauqua County, Kansas. There are 38
                  oil wells and 15 natural gas wells  situated on the  producing
                  acreage.

         o        The purchase  price of the option was 100,000 shares of common
                  stock of Superior.

         o        The exercise price of the option,  should it be exercised,  is
                  $3 million cash.

         The 60 day option expired on April 5, 2005 with no action taken.














                                       12
<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
six-month  period  ended June 30, 2005 and is  qualified  in its entirety by the
foregoing and by more detailed financial  information  appearing elsewhere.  See
"Item  1.   Financial   Statements."   The  discussion   includes   management's
expectations for the future.

         Such  expressions of  expectation  are not historical in nature and are
considered   forward-looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Forward-looking statements are subject
to risks  and  uncertainties  that may cause  actual  future  results  to differ
materially from those expressed in any forward-looking statement. Such risks and
uncertainties  are discussed in the Risk Factors section of our Annual Report on
Form 10-KSB.  Copies of that filing may be obtained by contacting Gayla McCoy of
our company at 14910  Northwest  36 Street,  Yukon,  OK 73099,  telephone  (405)
350-0404.

         In May 2004, we entered into an agreement to acquire a 50-foot wide and
26,000-foot  long  Bureau of Land  Management  right-of-way  in the White  River
Resource  Area of Rio  Blanco  County,  Colorado.  The  purchase  price  for the
right-of-way  is 600,000 shares of common stock plus five  additional  shares of
common stock for each dollar of revenue received from the operation of a planned
gas pipeline  until the purchase price should equal  2,500,000  shares of stock.
The 29.84-acre right-of-way grants us "the right to construct, operate, maintain
and terminate a four-inch,  buried  natural gas  pipeline." The area of interest
surrounding this right-of-way  contains  thirteen  completed but shut-in natural
gas wells and drilling  locations for six new wells. We estimate it will cost us
approximately $1 million and take us  approximately  six to eight weeks to build
the pipeline. We have not yet secured the acquisition of these funds, and we can
give no  assurance  that we will be able to secure  these  funds or, if secured,
that we can secure the funds on favorable terms.

         In July 2005 we acquired an oil and gas lease  covering  four  drilling
locations one and one-half miles south of the town of Meridian in Bosque County,
Texas.  There  are  numerous  Barnett  Shale  directional  wells  that have been
completed in the northeast quarter of the county.  Meridian is just about in the
center of the county,  and there are two wells  drilling now just south and west
of the town. Depending on the outcome of the two wells now drilling, we could be
favorably  positioned to commence  drilling at any time. Texas is experiencing a
significant  drilling and producing play in the Barnett Shale north of our lease
and moving  southward  toward it. Well logs adjacent to our area indicate  about
300 feet of Barnett Shale overlying the Ellenberger.  As a general  proposition,
the Barnett Shale is heavily fractured and is uniformly  productive in the area.
The Ellenberger,  when found to be productive,  is one of the prime producers in
the state of Texas.

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.



                                       13
<PAGE>

         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 no
assets and liabilities of $821,752.

         We propose to carry out our plan of business  as  discussed  above.  We
cannot  predict to what extent our lack of liquidity and capital  resources will
impair the consummation of a purchase or whether we will incur further operating
losses  through  any  properties  or  business  entity  which we may  eventually
acquire.

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

Need for Additional Financing
-----------------------------

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

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

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

Off-Balance Sheet Arrangements

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

         o        an obligation under a guarantee contract,
         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,



                                       14
<PAGE>

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

Item 3. Controls and Procedures

         Evaluation  of  disclosure  controls  and  procedures.   The  Company's
management,  with the participation of the Company's Chief Executive Officer and
Chief  Financial  Officer,  has  evaluated  the  effectiveness  of the Company's
disclosure  controls  and  procedures  as  of  June  30,  2005.  Based  on  this
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

         We are not, and none of our  property is, a party to any pending  legal
proceedings,  and no such  proceedings  are  known to be  contemplated.  We are,
however,  a judgment  debtor in the case of Gotz Werner & Roman Werner v. Daniel
Lloyd,  McCoy Energy Co.,  Superior Oil and Gas Co., and Big Daddy's BBQ Sauce &
Spices Co.,  Superior Court of Arizona,  Maricopa County,  No. CV 99-11813.  The
principal amount of the judgment is $337,686 with ten percent interest  accruing
from and after October 14, 1999. As of June 30, 2005, the amount of the judgment
including  interest was $530,631 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. Changes in Securities

         None.

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                                                     *



                                       15
<PAGE>

         10       Purchase    Agreement    between    EagleSpan   Steel      **
                  Structures, Inc. and Superior Oil and Gas Co.
         10.1     Amendment No. 1 to Purchase  Agreement  (Superior Oil      ***
                  and Gas - EagleSpan Steel Structures)
         10.2     Amendment No. 2 to Purchase  Agreement  (Superior Oil      ***
                  and Gas - EagleSpan Steel Structures)
         10.3     Purchase and Sale Agreement (Superior - Jones & Buck)      ++
         10.4     Letter  of April 15,  2005  rescinding  the  Purchase      +++
                  Agreement  between  Superior  Oil  and  Gas  Co.  and
                  EagleSpan Steel Structures, Inc.
         14       Code of Ethics for the Chief  Executive  Officer  and      +++
                  Senior Financial Officers.
         16       Letter on Change in Certifying Accountant                  *
         31       Certification of Chief Executive  Officer pursuant to
                  18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.
         31.1     Certification of Chief Financial  Officer pursuant to
                  18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.
         32       Certification of Chief Executive  Officer pursuant to
                  18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.
         32.1      Certification of Chief Financial  Officer pursuant to
                  18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

         *        Previously  filed with Form 10-SB on January 31,  2003,  EDGAR
                  Accession #0001060830-03-000019; incorporated herein.
         **       Previously  filed  with  Amendment  No.  1 to  Form  8-K,  SEC
                  #000-50173, on February 10, 2005; incorporated herein.
         ***      Previously  filed with Form 8-K, SEC  #000-50173,  on February
                  10, 2005; incorporated herein.
         ++       Previously  filed  with  Amendment  No.  1 to  Form  8-K,  SEC
                  #000-50173, on February 10, 2005; incorporated herein.

         +++ Previously filed with Form 10-KSB, SEC #000-50173, on April 19,
2005; incorporated herein.




                                       16
<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:  August 22, 2005                   Superior Oil and Gas Co.



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





























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