U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 2 TO FORM 10-Q


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


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended June 30, 2009





OR





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________





Commission
File Number:  000-50173





Superior
Oil and Gas Co.


(Exact
name of registrant as specified in its charter)




NEVADA
                  (state
      of
                  incorporation)
                
                87-0537621
                  (IRS
      Employer
                  I.D.
      Number)





844 South
Walbaum Road


Calumet,
Ok 73014


405-884-2080


____________________________________________________


(Address
and telephone number of registrant's principal


executive
offices and principal place of business)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  x  No
 ̈





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


Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company x





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





As of
August 11, 2009, there were 27,234,082 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.





TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATION
                    3Item
      1. Financial Statements
                    3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                    9Item
      4. Controls and Procedures
                    11PART
      II - OTHER INFORMATION
                    12Item
      1. Legal Proceedings
                    12Item
      2. Unregistered Sales of Equity Securities
                    13Item
      6. Exhibits
                    13SIGNATURES
                    15


2


PART
I - FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements





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




3





Superior
      Oil and Gas Co.Balance
      Sheets(unaudited)June
      30,
                    
                    
                    December
      31,2009
                    
                    
                    2008ASSETSCurrent
      AssetsCash
                    
                    $
                    198
                    
                    
                    $
                    712Accounts
      receivable
                    
                    
                    14,646
                    
                    
                    
                    79,088Total
      Current Assets
                    
                    
                    14,844
                    
                    
                    
                    79,800Property
      and EquipmentOil
      and gas propertiesPipeline
      Right of Way
                    
                    
                    111,600
                    
                    
                    
                    111,600Unproved
      property
                    
                    
                    248,054
                    
                    
                    
                    437,938359,654
                    
                    
                    
                    549,538Other
      property and equipmentLeasehold
      improvements
                    
                    
                    553,170
                    
                    
                    
                    557,041Furniture
      and fixtures
                    
                    
                    67,714
                    
                    
                    
                    67,714620,884
                    
                    
                    
                    624,755Less
      accumulated depreciation and amortization
                    
                    
                    (67,996
                    )
                    
                    
                    (35,417
                    )552,888
                    
                    
                    
                    589,338Total
      Property and Equipment
                    
                    
                    912,542
                    
                    
                    
                    1,138,876Total
      Assets
                    
                    $
                    927,386
                    
                    
                    $
                    1,218,676LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
                    
                    $
                    1,112,180
                    
                    
                    $
                    1,240,456Accrued
      salaries
                    
                    
                    300,175
                    
                    
                    
                    270,0001,412,355
                    
                    
                    
                    1,510,456Other
      LiabilitiesDebtor
      judgment payable
                    
                    
                    665,704
                    
                    
                    
                    648,820Loans
      from shareholders
                    
                    
                    302,260
                    
                    
                    
                    180,313Total
      Liabilities
                    
                    
                    2,380,319
                    
                    
                    
                    2,339,589Shareholders'
      DeficitCommon
      stock, $0.001 par value per share 200,000,000 shares authorized,
      27,234,082 outstanding at June 30, 2009 and 27,259,082 at December 31,
      2008
                    
                    
                    27,235
                    
                    
                    
                    27,259Additional
      paid-in capital
                    
                    
                    4,814,225
                    
                    
                    
                    4,814,202Accumulated
      deficit
                    
                    
                    (6,294,393
                    )
                    
                    
                    (5,962,374
                    )Total
      Shareholders' Deficit
                    
                    
                    (1,452,933
                    )
                    
                    
                    (1,120,913
                    )Total
      Liabilities and Shareholders' Deficit
                    
                    $
                    927,386
                    
                    
                    $
                    1,218,676





See notes
to the financial statements.


4





Superior
      Oil and Gas Co.Statements
      of Operations(unaudited)Three
                      
                      
                      SixMonths
      Ended
                      
                      
                      Months
      Ended
                      
                      
                      Months
      Ended
                      
                      
                      Months
      EndedJune
      30,
                      
                      
                      June
      30,
                      
                      
                      June
      30,
                      
                      
                      June
      30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008RevenueOil
                      
                      $
                      -
                      
                      
                      $
                      10,012
                      
                      
                      $
                      4,781
                      
                      
                      $
                      13,054Gas
                      
                      
                      -
                      
                      
                      
                      5,534
                      
                      
                      
                      754
                      
                      
                      
                      8,368-
                      
                      
                      
                      15,546
                      
                      
                      
                      5,535
                      
                      
                      
                      21,422Operating
      ExpensesLease
      operating expenses
                      
                      
                      1,912
                      
                      
                      
                      4,256
                      
                      
                      
                      5,102
                      
                      
                      
                      4,805Exploration
      costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      57,200Impairment
      expense
                      
                      
                      189,885
                      
                      
                      
                      -
                      
                      
                      
                      189,885
                      
                      
                      
                      -Administrative
                      
                      
                      75,307
                      
                      
                      
                      227,674
                      
                      
                      
                      148,032
                      
                      
                      
                      738,220Judgment
                      
                      
                      8,442
                      
                      
                      
                      8,442
                      
                      
                      
                      16,884
                      
                      
                      
                      16,884Depreciation
      and amortization
                      
                      
                      16,235
                      
                      
                      
                      7,500
                      
                      
                      
                      32,579
                      
                      
                      
                      12,654291,781
                      
                      
                      
                      247,872
                      
                      
                      
                      392,482
                      
                      
                      
                      829,763Loss
      from operations
                      
                      
                      (291,781
                      )
                      
                      
                      (232,326
                      )
                      
                      
                      (386,947
                      )
                      
                      
                      (808,341
                      )Other
      income - gain on account payable settlements
                      
                      
                      54,928
                      
                      
                      
                      -
                      
                      
                      
                      54,928
                      
                      
                      
                      -Loss
      before income taxes
                      
                      
                      (236,853
                      )
                      
                      
                      (232,326
                      )
                      
                      
                      (332,019
                      )
                      
                      
                      (808,341
                      )Deferred
      income tax expense (benefit)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss
                      
                      $
                      (236,853
                      )
                      
                      $
                      (232,326
                      )
                      
                      $
                      (332,019
                      )
                      
                      $
                      (808,341
                      )Basis
      loss per share:Weighted
      average shares outstanding
                      
                      
                      27,234,082
                      
                      
                      
                      26,240,582
                      
                      
                      
                      27,234,082
                      
                      
                      
                      25,850,497Loss
      per share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.03
                      )





See
Accompanying Notes to Financial Statements.


5





Superior
      Oil and Gas Co.Statements
      of Cash Flow(unaudited)Six
                  
                  
                  SixMonths
      Ended
                  
                  
                  Months
      EndedJune 30, 2009
                  
                  
                  June 30, 2008Cash
      flows from operating activities:Net
      loss
                  
                  
                  (332,019
                  )
                  
                  $
                  (808,341
                  )Adjustment
      to reconcile net loss to net cash used in operating
      activities:Gain
      from settlement of accounts payable
                  
                  
                  54,928Depreciation
      and amortization
                  
                  
                  32,579
                  
                  
                  
                  12,654Impairment
      expense
                  
                  
                  189,885
                  
                  
                  
                  -Common
      stock issued for services
                  
                  
                  -
                  
                  
                  
                  151,200Decrease
      in accounts receivable
                  
                  
                  64,442
                  
                  
                  
                  (37,929
                  )Decrease
      in accounts payable
                  
                  
                  (179,335
                  )
                  
                  
                  73,060Increase
      in accrued salaries
                  
                  
                  30,175
                  
                  
                  
                  45,000Increase
      in debtor judgment payable
                  
                  
                  16,884
                  
                  
                  
                  16,884Net
      cash used in operating activities
                  
                  
                  (122,461
                  )
                  
                  
                  (547,472
                  )Cash
      flows from investing activities:Purchase
      of oil & gas leases and undeveloped wells
                  
                  
                  -
                  
                  
                  
                  (145,000
                  )Decrease
      in deposits for drilling
                  
                  
                  -
                  
                  
                  
                  (325,075
                  )Sale
      of oil and gas leases and undeveloped wells
                  
                  
                  -
                  
                  
                  
                  1,000,000Purchase
      of other property and equipment
                  
                  
                  -
                  
                  
                  
                  (591,022
                  )Net
      cash provided from investing activities
                  
                  
                  -
                  
                  
                  
                  (61,097
                  )Cash
      flows from financing activities:Increase
      loans from officers
                  
                  
                  121,947
                  
                  
                  
                  54,053121,947
                  
                  
                  
                  54,053Decrease
      in cash
                  
                  
                  (514
                  )
                  
                  
                  (554,516
                  )Cash
      at beginning of period
                  
                  
                  712
                  
                  
                  
                  555,987Cash
      at end of period
                  
                  $
                  198
                  
                  
                  $
                  1,471





See notes
to the financial statements.


6





Superior
      Oil & Gas Co.Statements
      of Cash Flows(unaudited)SixMonths
      Ended
                
                
                Months
      EndedJune
      30,
                
                
                June
      302009
                
                
                2008Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the period for:Interest
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -Non
      Cash Investing and Financing ActivitiesCommon
      stock issued for undeveloped wells
                
                $
                -
                
                
                $
                71,901Services
      performed on Well for reduction of subscription receivable
                
                $
                -
                
                
                $
                63,584Decreases
      in Advances
                
                $
                -
                
                
                $
                48,600Accounts
      payable related to capital expenditures
                
                $
                -
                
                
                $
                633,934





See notes
to the financial statements.


7





Superior
Oil and Gas Co.


Notes
to Financial Statements


(unaudited)





NOTE
1:  BASIS OF PRESENTATION





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





NOTE
2:  GOING CONCERN CONSIDERATIONS





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




8





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





The following discussion and analysis
should be read in conjunction with the financial statements and the accompanying
notes thereto for the period ended June 30, 2009 and is qualified in its
entirety by the foregoing and by more detailed financial information appearing
elsewhere.  See "Item 1.  Financial
Statements."  The discussion includes management’s expectations for
the future.





Such expressions of expectation are not
historical in nature and are considered forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements are subject to risks and
uncertainties that may cause actual future results to differ materially from
those expressed in any forward-looking statement.  Such risks and
uncertainties are discussed in the Risk Factors section of our Annual Report on
Form 10-K.  Copies of that filing may be obtained by contacting Gayla
McCoy of our company at 844 South Walbaum Road, Calumet, OK 73014, telephone
(405) 884-2080.





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





We had oil and gas revenue of $0 and
$5,535 respectively  for our interest in five oil and gas wells for
the three and six months ended June 30, 2009 compared to $15,546 and $21,422
revenue in the same periods in 2008.  All of our wells were shut-in
late in 2008 due to working capital problems.





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





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





The revenue of $15,546 and $21,422 in
the three and six month periods respectively  in 2008 was from our
working interest from sporadic production in these two wells while we were
attempting their completion.  $754 of the revenue in the six months
ended June 30, 2009 is from minimal gas that was produced in the Windy Vista
well after it was shut in.  The balance of $4,781 in the six months
ended June 30, 2009 was from oil sold that had been left in the tanks of the
Chickie, Gayla and Lindsey wells after they were shut in.  There was
no revenue in the three months ended June 30, 2009 because all of the wells were
shut-in during the period.





Lease operating expensesfor
the three and six months ended June 30, 2009 were $1,912 and $5,102 respectively
compared to $4,256 and $4,805 respectively for the same periods in
2008.  We had more wells in 2008 than in 2009 and even though they
were shut in, there were minimal expenditures in caring for the
wells.


9




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





Impairment expensein the
three and six months periods ended June 30, 2009 was for six leases which
expired or where soon to expire in the second quarter of 2009.  The
acreage contained 716 total acres of which the Company owned a 50% interest or
358 net acres.





General and administrative
expenses were $75,307 and $148,032 respectively for the three and six months
ended June 30, 2009 compared to $227,674 and $738,220 respectively for the same
periods in 2008, a decrease of $152,367 and $590,188 in 2009 from the same three
and six month periods in 2008.  The major components of the decrease
in expenses for the three month period ended June 30, 2009 as compared to the
same period in 2008 are due primarily to decreases in office expenses of
$66,000; new project analysis, $11,000; professional fees, $20,000; and travel
expenses, $65,000.  The major components of the decrease in expenses
for the six month period ended June 30, 2009 as compared to the same period in
2008 are due primarily to decreases in office expenses of $120,000; new project
analysis, $54,000; professional fees, $59,000; travel expenses,
$99,000;  financial consulting, $147,000; vested option cost, $94,000;
and maintenance costs, $17,000.





Depreciation and amortization expensewas $16,235 and $32,579 respectively for the three and six month periods
ended June 30, 2009 compared to $7,500 and $12,654 respectively for the same
periods in 2008.  The increase was for depreciation on equipment and
amortization of leasehold improvements.  The company moved into new
office space in 2008 and had depreciation for the full period in
2009.





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





Net
Income (Loss)





We
suffered a net loss of $236,853 and $332,019 respectively for the three and six
months ended June 30, 2009 as compared to $232,326 and $808,341 respectively for
the same three and six month periods in ended in 2008, an
increase in losses of $4,527 and a decrease of $476,322 respectively for
the three and six months ended June 30, 2009 as compared to the same periods in
2008.  The increase in net loss in the three months ended June
30, 2009 as compared to the same period in 2008 was primarily attributable to a
decrease in oil and gas sales net of operating expenses of $13,202; increase in
impairment expense, $189,885; decrease in general and administrative costs,
$152,367; increase in depreciation, $8,735; and an increase in other income of
$54,928. The decrease in net loss in the six months ended June 30, 2009 as
compared to the same period in 2008 was primarily attributable to a decrease in
oil and gas sales net of operating expenses of $16,184; decrease in exploration
cost, $57,200; increase in impairment expense, $189,885; decrease in general and
administrative costs, $590,188; increase in depreciation, $19,925; and an
increase in other income of $54,928.


10





We
financed our loss of $332,019 for the six months ended June 30, 2009 primarily
with a decrease in cash of $514; a decrease in accounts receivable, $64,442;
depreciation and amortization expense, $32,579; impairment expense, $189,885;
increase in accrued expenses, $30,175; loans from shareholders, $121,947; and an
increase in debtor judgment payable, $16,884.  These sources of funds
were offset by payments of accounts payable of $124,406.





There
were nomaterial changes in
financial conditionduring the six  months ended June 30,
2009.





Material changes in results of
operations.  The results of operations obtained during the
first six months of 2009 differ markedly from those of the first six months of
2008.  The 2009 results reflect the results of our not drilling any
wells as contrasted with our having drilled exploratory wells during the first
six months of 2008.  Also, our general and administrative costs
decreased by $590,188 from $738,220 in the six months ended June 30, 2008 to
$148,032 in the six months ended June 30, 2009, such decreases being primarily
attributable to decreases in financial consulting of $147,000; new project
analysis, $54,000; vested option cost, $94,000; professional fees, $59,000;
office expenses, $120,000; maintenance costs, $17,000; and travel,
$99,000.  We also had an impairment of our unproved property of
$189,885 for the loss of three leases on which we had not
drilled.





Item
4.                    Controls
and Procedures





Evaluation of disclosure
controls and procedures.





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





Changes in
Internal Control Over Financial Reporting.





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


11





PART
II - OTHER INFORMATION





ITEM
3.             LEGAL
PROCEEDINGS.





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





We are a judgment debtor in the case
of  Gotz
Werner & Roman Werner v. Daniel Lloyd, McCoy Energy Co., Superior Oil and
Gas Co., and Big Daddy’s BBQ Sauce & Spices Co., Superior Court of
Arizona, Maricopa County, No. CV 99-11813.  The principal amount of
the judgment is $337,686 with ten percent interest accruing from and after
October 14, 1999.  As of June 30, 2009, the amount of the judgment
including interest was $665,704.





Daniel Lloyd, McCoy Energy Co. and Big
Daddy’s BBQ Sauce & Spices Co. are also judgment debtors in this litigation,
each to the same extent and in the same amount as our company.  Daniel
Lloyd was the chief executive officer, chief financial officer and a director of
our company until his death in July 2008.  McCoy Energy Co. is under
the control of Gayla McCoy, the secretary and treasurer of our
company.  Big Daddy’s BBQ Sauce & Spices Co. is under the control
of Mr. Dan Lloyd, Jr. and Ms. McCoy.





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





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


12





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





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





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





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





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





Item 2.
            Unregistered
      Sales of Equity Securities





Since our last report of sales of
unregistered equity securities (Form 10-K for period ended December 31, 2008),
we have sold no equity securities in transactions exempt from registration
pursuant to Regulation D, Rule 506.





Item
      6.
            Exhibits





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




3(i)
                  
                  Articles
      of Incorporation
                  
                  *3(ii)
                  
                  Bylaws
                  
                  *


13







10.5
                  
                  Purchase
      and Sale Agreement entered into December 13, 2005 between Superior Oil and
      Gas Co. and William H. Foster.
                  
                  **10.6
                  
                  Purchase
      and Sale Agreement entered into April 24, 2006 between Enerhance Energy,
      Inc. and Superior Oil and Gas Co.
                  
                  **10.7
                  
                  Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Kingfisher County,
      Oklahoma
                  
                  ***10.8
                  
                  Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Canadian County,
      Oklahoma
                  
                  ***10.9
                  
                  Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Pushmataha County,
      Oklahoma
                  
                  ***14
                  
                  Code
      of Ethics for the Chief Executive Officer and Senior Financial
      Officers.
                  
                  +++16
                  
                  Letter
      on Change in Certifying Accountant
                  
                  *31.1
                  
                  Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
                  
                  Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                  
                  Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
                  
                  Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





*
            Previously
      filed with Form 10-SB on January 31, 2003, EDGAR Accession
      #0001060830-03-000019; incorporated
herein.





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





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





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


14





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
      2, 2009
                  Superior
      Oil and Gas Co.By
                  /s/ B.J. SparksB.J. Sparks,
President




15