U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





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 March 31, 2009





OR





o 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
      ofincorporation)
            
            87-0537621
              (IRS
      EmployerI.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 o





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
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            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  o   No  x





As of May
13, 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
            
            10PART
      II - OTHER INFORMATION
            
            11Item
      1. Legal Proceedings
            
            11Item
      2. Unregistered Sales of Equity Securities
            
            13Item
      6. Exhibits
            
            13SIGNATURES
            
            14


2


PART
I - FINANCIAL INFORMATION





Item
1. Financial
Statements




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




3


Superior
      Oil and Gas Co.Balance
      Sheets(unaudited)


March
      31,
            
            
            December
      31,ASSETS
            
            2009
            
            
            2008Current
      AssetsCash
            
            $
            234
            
            
            $
            712Accounts
      receivable
            
            
            65,962
            
            
            
            79,088Total
      Current Assets
            
            
            66,196
            
            
            
            79,800Property
      and EquipmentOil
      and gas propertiesPipeline
      Right of Way
            
            
            111,600
            
            
            
            111,600Unproved
      property
            
            
            437,938
            
            
            
            437,938549,538
            
            
            
            549,538Other
      property and equipmentLeasehold
      improvements
            
            
            557,041
            
            
            
            557,041Furniture
      and fixtures
            
            
            67,714
            
            
            
            67,714624,755
            
            
            
            624,755Less
      accumulated depreciation and amortization
            
            
            (51,761
            )
            
            
            (35,417
            )572,994
            
            
            
            589,338Total
      Property and Equipment
            
            
            1,122,532
            
            
            
            1,138,876Total
      Assets
            
            $
            1,188,728
            
            
            $
            1,218,676LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            $
            1,274,172
            
            
            $
            1,240,456Accrued
      salaries
            
            
            288,225
            
            
            
            270,0001,562,397
            
            
            
            1,510,456Other
      LiabilitiesDebtor
      judgment payable
            
            
            657,262
            
            
            
            648,820Loans
      from officers
            
            
            185,149
            
            
            
            180,313Total
      Liabilities
            
            
            2,404,808
            
            
            
            2,339,589Shareholders'
      DeficitCommon
      stock, $0.001 par value per share200,000,000
      shares authorized, 27,234,082outstanding
      at March 31, 2009 and27,259,082
      at December 31, 2008
            
            
            27,235
            
            
            
            27,259Additional
      paid-in capital
            
            
            4,814,225
            
            
            
            4,814,202Accumulated
      deficit
            
            
            (6,057,540
            )
            
            
            (5,962,374
            )Total
      Shareholders' Deficit
            
            
            (1,216,080
            )
            
            
            (1,120,913
            )Total
      Liabilities and Shareholders' Deficit
            
            $
            1,188,728
            
            
            $
            1,218,676





See
Accompanying Notes to Financial Statements





4


Superior
      Oil and Gas Co.Statements
      of Operations(unaudited)




Three
              
              
              ThreeMonths
      Ended
              
              
              Months
      EndedMarch
      31,
              
              
              March
      31,2009
              
              
              2008RevenueOil
              
              $
              4,781
              
              
              $
              3,042Gas
              
              
              754
              
              
              
              2,834Total
      Revenue
              
              
              5,535
              
              
              
              5,876Operating
      ExpensesLease
      operating expenses
              
              
              3,190
              
              
              
              549Exploration
      costs
              
              
              -
              
              
              
              57,200General
      and administrative
              
              
              72,725
              
              
              
              510,546Judgment
      interest
              
              
              8,442
              
              
              
              8,442Depreciation
      and amortization
              
              
              16,344
              
              
              
              5,154100,701
              
              
              
              581,891Loss
      before income taxes
              
              
              (95,166
              )
              
              
              (576,015
              )Income
      taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (95,166
              )
              
              $
              (576,015
              )Basic
      loss per Share:Weighted
      average shares outstanding
              
              
              25,291,481
              
              
              
              25,932,126Loss
      per share
              
              $
              (0.00
              )
              
              $
              (0.02
              )
  See
Accompanying Notes to Financial Statements




5




Superior
Oil and Gas Co.
 Statements
of Cash Flows
 For
the Three Months Ended March 31, 2008 and 2007
 (Unaudited)
 
 Three
              
              
              ThreeMonths
      Ended
              
              
              Months
      EndedMarch
      31, 2009
              
              
              March
      31, 2008Cash
      flows from operating activities:Net
      loss
              
              $
              (95,166
              )
              
              $
              (576,015
              )Adjustment
      to reconcile net loss to net cashused
      in operating activities:Depreciation
      and amortization
              
              
              16,344
              
              
              
              5,154Common
      stock issued for services
              
              
              -
              
              
              
              151,200Decrease
      in accounts receivable
              
              
              13,126
              
              
              
              (22,056
              )Increase
      in accounts payable
              
              
              33,715
              
              
              
              -Increase
      in accrued salaries
              
              
              18,225
              
              
              
              22,500Increase
      in debtor judgment payable
              
              
              8,442
              
              
              
              8,442Net
      cash used in operating activities
              
              
              (5,314
              )
              
              
              (410,775
              )Cash
      flows from investing activities:Purchase
      of oil & gas leases and undeveloped wells
              
              
              -
              
              
              
              (565,292
              )Increase
      in deposits for drilling
              
              
              -
              
              
              
              256,257Sale
      of oil and gas leases and undeveloped wells
              
              
              -
              
              
              
              1,000,000Decrease
      in deposits for drilling
              
              
              -
              
              
              
              (359,736
              )Net
      cash provided from investing activities
              
              
              -
              
              
              
              331,229Cash
      flows from financing activities:Increase
      loans from officers
              
              
              4,836
              
              
              
              34,550Decrease
      in cash
              
              
              (478
              )
              
              
              (44,996
              )Cash
      at beginning of period
              
              
              712
              
              
              
              555,987Cash
      at end of period
              
              $
              234
              
              
              $
              510,991
 
 See
Accompanying Notes to Financial Statements
  6




Superior Oil &
      Gas Co.Statements
      of Cash Flows(unaudited)
 
 ThreeMonths
      Ended
              
              
              Months
      EndedMarch
      31,
              
              
              March
      31,2009
              
              
              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
              
              $
              -
              
              
              $
              71,901
 
 See
Accompanying Notes to 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 March 31, 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 Quarter Ended March 31, 2009 Compared to First Quarter Ended March 31,
2008





We had oil and gas revenue of $5,535
for our interest in five oil and gas wells for the three months ended March 31,
2009 compared to $5,876 revenue in the same period 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 $5,876 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 2009 is from
minimal gas that was produced in the Windy Vista well after it was shut
in.  The balance of $4,781 in 2009 was from oil sold that had been
left in the tanks of the Chickie, Gayla and Lindsey wells after they were shut
in.





Lease operating expensesfor
the three months ended March 31, 2009 were $3,190 compared to $549 for the same
period 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.





Exploration costs for the
three months ended March 31, 2009 were $0. The cost of $57,200 in 2008 were
costs associated with geological and engineering analysis on properties the
company has not acquired.




9





General and administrative
expenses were $72,725 for the three months ended March 31, 2009 compared to
$510,546 for the same period in 2008, a decrease of $437,821.  The
major components of the decrease are due primarily to a decrease in financial
consulting of $147,500; new project analysis, $44,500; vested option cost,
$94,000; professional fees, $34,000 and travel, $34,000.





Depreciation and amortization expensewas $16,344 for the period ended March 31, 2009 compared to $5,154 in the
2008 period.  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.





Net
Income (Loss)





We
suffered a net loss of $95,166 in the three months ended March 31, 2009 and a
net loss of $576,015 in the three months ended March 31, 2008, a decrease of
$480,849.  The decrease in net loss was primarily attributable to a
decrease in oil and gas sales net of operating expenses of $2,982, decreases in
exploration costs of $57,200, increase in depreciation of $11,190 and a decrease
in general and administrative expenses of $437,820.





We
financed our loss of $95,166 for the three months ended March 31, 2009 primarily
with a decrease in cash of $478, a decrease in accounts receivable of $13,126,
depreciation and amortization expense of $16,344, an increase in accounts
payable of $33,715, an increase in accrued expenses of $18,225, loans from
shareholders of $4,836, an increase in debtor judgment payable of
$8,442.





There
were nomaterial changes in
financial conditionduring the first quarter of 2009.





Material changes in results of
operations.  The results of operations obtained during the
first quarter of 2009 differ markedly from those of the first quarter of
2008.  The Q1 2009 results reflect the results of our not drilling any
wells as contrasted with our having drilled exploratory wells during Q1 of
2008.  Also, our general and administrative costs decreased by
$437,821 from $510,546 in Q1 2008 to $72,725 in Q1 2009, such decreases being
primarily attributable to decreases in financial consulting of $147,500; new
project analysis, $44,500; vested option cost, $94,000; professional fees,
$34,000 and travel, $34,000.





Item
4.  Controls and Procedures





Evaluation of disclosure
controls and procedures.





As of
March 31, 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 March 31, 2009 and concluded that our disclosure controls and procedures
were ineffective as of March 31, 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.




10





Changes in
Internal Control Over Financial Reporting.





There
were no changes in our internal control over financial reporting during the
fiscal quarter ended March 31, 2009, that have materially affected, or are
likely to materially affect, our internal control over financial
reporting.





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 March 31, 2009, the amount of the judgment
including interest was $657,252.





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
March 31, 2009.




11





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
March 31, 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 March 31, 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.




12





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
            
            *10.5
            
            Purchase
      and Sale Agreement entered into December 13, 2005 between Superior Oil and
      Gas Co. and William H. Foster.
            
            **10.6
            
            Purchase
      and Sale Agreement entered into April 24, 2006 between Enerhance Energy,
      Inc. and Superior Oil and Gas Co.
            
            **10.7
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Kingfisher County,
      Oklahoma
            
            ***10.8
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Canadian County,
      Oklahoma
            
            ***10.9
            
            Assignment
      of Oil and Gas Leases executed May 23, 2006 from Hudson Resources Corp to
      Superior Oil and Gas Co. covering lands in Pushmataha County,
      Oklahoma
            
            ***14
            
            Code
      of Ethics for the Chief Executive Officer and Senior Financial
      Officers.
            
            +++16
            
            Letter
      on Change in Certifying Accountant
            
            *31
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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





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





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





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





13




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.




Superior Oil and Gas
      Co.Date:  May 19,
      2009
              By
              /s/ B.J.
    SparksB.J.
      Sparks, President




14