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



                         AMENDMENT NO. 2 TO FORM 10-QSB
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2006

                                       OR

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


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


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

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

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

As of August 15, 2006, there were 20,049,214  shares of the Registrant's  Common
Stock, par value $0.001 per share, outstanding.

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

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



<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----


PART I - FINANCIAL INFORMATION                                                 3

Item 1.  Financial Statements                                                  3

Item 2.  Management's Discussion and Analysis or Plan of Operation            16

Item 3.  Controls and Procedures                                              19

PART II - OTHER INFORMATION                                                   19

Item 1.  Legal Proceedings                                                    19

Item 2.  Unregistered Sales of Securities                                     19

Item 6.  Exhibits and Reports on Form 8-K                                     20

SIGNATURES                                                                    21
























                                        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                                                 8

























                                        3
<PAGE>


                            Superior Oil and Gas Co.
                                 Balance Sheets
                       June 30, 2006 and December 31, 2005
                                   (Unaudited)




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

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

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

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

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


LIABILITIES AND SHAREHOLDERS' EQUITY

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

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

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

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

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


See Accompanying Notes to Financial Statements
See Accountants' Review Report


                                        4
<PAGE>
<TABLE>
<CAPTION>

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

                                   (Unaudited)

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

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

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

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

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

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


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

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







See Accompanying Notes to Financial Statements
See Accountants' Review Report

                                        5
<PAGE>

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


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

Cash flows from operating activities:
  Net loss                                             $ (426,900)   $ (110,426)
Adjustment to reconcile net loss to net cash
  provided by (used by operating activities):
  Increase in deferred tax asset                          (70,000)        1,000
  Common Stock issued for services                        189,629          --
  Increase in deferred drilling costs                    (379,501)         --
  Increase (decrease) in accounts payable                 (24,319)         --
  Increase in accrued salaries                             45,000          --
  Increase in debtor judgement                             16,884          --
  Increase in accrued option expense                      180,000          --
  Increase in deferred revenue                            475,000        93,118
                                                       ----------    ----------

Net cash provided (used) by operating activities            5,793      (16,308)
                                                       ----------    ----------

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

Cash flows from financing activities
  Increase in notes payable                                  --            --
  Common stock issued for assets                             --            --
                                                       ----------    ----------
                                                             --            --
                                                       ----------    ----------

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

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

Cash at end of period                                  $    5,793   $     --
                                                       ==========    ==========

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





See Accompanying Notes to Financial Statements
See Accountants' Review Report

                                       6
<PAGE>

                     Supplement to Statements of Cash flow
                            For the Six Months Ended
                             June 30, 2006 and 2005
                                  (Unaudited)



                                                        Six
                                            Months Ended   Months Ended
                                               June 30,      June 30,
                                                2006          2005
                                              --------     ----------
Supplemental Disclosure of Cash
Flow Information
Cash paid during the period for:
        Interest                              $   --       $     --
                                              ========     =========
        Income Taxes                          $   --       $     --
                                              ========     =========

Non Cash Investing and Financing Activities
        Common stock issued for services      $189,629     $     --
                                              ========     =========
        Common stock issued for oil and
        gas properties                        $235,200     $     --
                                              ========     =========
        Common stock issued for deferred      $ 97,500     $     --
        costs                                 ========     =========

        Common stock issued for cash          $   --       $     --
                                              ========     =========















                                        7
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006



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

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

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

          Use of estimates:

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

          Method of accounting:

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

          Cash and cash equivalents:

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

          Share-Based Compensation:

          The Company recognizes expense for its share-based  compensation based
          on the fair value of the awards  that are  granted.  The fair value of
          stock   options  is   estimated   at  the  date  of  grant  using  the
          Black-Scholes-Merton  option  valuation  model which was developed for
          use in estimating the fair value of exchange  traded options that have
          no vesting  restrictions and are fully transferable.  Option valuation
          methods require the input of highly subjective assumptions,  including
          the expected stock price  volatility.  Measured  compensation  cost is
          recognized ratably over the vesting period of the related  share-based
          compensation award.



                                        8
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


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

          Property and Equipment:

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

          Income taxes:

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

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

          Net Income (Loss) Per Share:

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




                                        9
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006



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

          Adjustments and Reclassifications:

          In the  opinion of  management,  the  accompanying  interim  financial
          statements,  prepared  in  accordance  with  the U.S.  Securities  and
          Exchange Commission's  instructions for Form 10-QSB, are Unaudited and
          contain all material adjustments,  consisting only of normal recurring
          adjustments  necessary  to  present  fairly the  financial  condition,
          results of operations and cash flows of the Company for the respective
          interim  periods  presented.  The current period results of operations
          are not  necessarily  indicative of results which  ultimately  will be
          reported for the full fiscal year ending December 31, 2006.

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

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

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

          Taxable temporary  differences  result  principally from the excess of
          depreciation and intangible drilling expense for tax purposes over the
          amount deducted for financial reporting purposes. Deductible temporary
          differences  and the  operating  loss carry  forward,  giving  rise to
          deferred tax assets, are reduced by a valuation allowance. The Company
          has established a valuation  allowance for its net deferred tax assets
          due to the uncertainty of the use of the loss carry forward.

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

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




                                        10
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006



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

          During the quarter ended June 30, 2006, the Company  issued  1,703,000
          common shares,  primarily for consulting  services.  The common shares
          are  restricted  under Section 144 and were valued from $0.28 to $0.43
          per common share.  In accordance with the SFAS 123(R) the value of the
          stock issued for share-based payment of goods and services is recorded
          on the  books of the  Company  based on the  value  of the  goods  and
          services  received.  The value of the services received was based upon
          invoices  received  from teh  recipients  of the  shares  followed  by
          negotiations with each recipient  regarding how many shares would be a
          fair exchange for the value of the services described in the invoices.
          Each  recipient  had hsi own view of the fair  value of the  Company's
          common stock which traded in a thin market.

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


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

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

               Weighted average shares outstanding    16,896,714     15,460,714
                                                    ============    ===========

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

         Diluted net income (loss) per common share:
               Common shares outstanding              19,470,714     15,460,714
                                                    ============    ===========

               Weighted average shares outstanding    18,970,714    15,460,714
                                                    ============    ===========

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

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

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




                                       11
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


Note 8 - Going Concern Uncertainties
         ---------------------------

          The Company's  financial  statements  have been presented on the basis
          that it is a going  concern,  which  contemplates  the  realization of
          assets and the  satisfaction  of  liabilities  in the normal course of
          business.  The  Company,  Daniel  Lloyd,  Sr.,  the  President  of the
          Company,  and two companies  owned by Daniel  Lloyd,  Sr. are judgment
          debtors in a case filed in the  Superior  Court of  Arizona,  Maricopa
          County.  The  principal  amount of the  judgments is $337,686 with ten
          percent interest  accruing from and after October 14, 1999. As of June
          30, 2006, the amount of the judgment,  including  accrued interest was
          $564,400.  The judgment will continue to accrue interest in the amount
          of $8,442 per  quarter.  The  Company is  currently  unable to pay the
          debtor judgment.  Management is continuing to seek, investigate,  and,
          if warranted, acquire oil and gas properties, and to pursue activities
          intended to enhance  shareholder  value.  The Company has  experienced
          significant  liquidity  problems  and  has  no  capital  resources  or
          shareholders' equity and therefore does not have sufficient capital to
          meet  their  capital  needs  during  the next  twelve  months.  Due to
          recurring  losses  and  the  accumulated  deficit,  there  can  be  no
          assurance  that the Company will be able to obtain  additional  funds,
          which  will  impact  the  Company's  ability  to  continue  as a going
          concern.  The financial statements do not include any adjustments that
          might be  necessary  if the  Company is unable to  continue as a going
          concern.

Note 9 - Stock Option Plan
         -----------------

          The Board of Directors adopted the Superior Oil and Gas Co. 2005 Stock
          Option  Plan  (the  "Plan")  on  December  6,  2005.  The Plan  became
          effective on that date subject only to the approval by the majority of
          the  shareholders  within twelve months.  Should the  shareholders not
          approve  the Plan it will  terminate  December  6, 2006.  All  options
          issued  prior to the  terminations  date shall  continue in effect but
          without the benefits  that would  accrue  under the  Internal  Revenue
          Service Code or the  Securities  Exchange  Act from the  shareholders'
          approval.

          The maximum number of shares of stock,  which may be optioned and sold
          under the Plan, is 10,000,000  shares.  Options granted under the Plan
          may be incentive  stock  options (as defined  under  Internal  Revenue
          Service Code Section 422) or nonqualified stock options, as determined
          by the  administrator  (the Board of Directors or an Option  Committee
          appointed  by the Board of  Directors)  of the Plan.  The terms of the
          Plan provides that the per share option  exercise price to an employee
          owning more than 10% of the voting power shall be no less than 110% of
          the fair market value on the date of grant. The per share option price
          to any other  employee  shall be no less than 100% of the fair  market
          value on the date of grant.




                                       12
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006



          Note 9 - Stock Option Plan (Continued)
                   -----------------

          The  term  of the  option  shall  be the  term  stated  in the  option
          agreement;  provided however, the incentive stock options shall have a
          term of no longer  than ten years  from the date of grant and  options
          granted to those who represent more than 10% of the voting power shall
          have a term of five  years or such  shorter  term as  provided  in the
          option agreement.

          On December 6, 2005 the Company granted eight million share options at
          $0.10 per share,  including two million non-qualified options that are
          now exercisable and six million incentive stock options exercisable of
          which  two  million  are now  exercisable  and one  million  per  year
          exercisable  on January  31,  2007,  2008,  2009 and 2010.  The shares
          options expire December 15, 2015 if not exercised. Shares options have
          not been exercised as of the report date.

          The Company has applied Accounting Principles Board Opinion No. 25 and
          related interpretations in accounting for its stock-based compensation
          awards.  APB No. 25 allows for no recognition of compensation  cost if
          the  exercise  price of the  option is equal to the fair  value of the
          stock  at  grant  date.  Accordingly,  no  compensation  cost had been
          recognized for stock options granted in financial  statements previous
          to January 1, 2006.

          In December  2004,  the Financial  Accounting  Standards  Board (FASB)
          issued Statement of Financial  Accounting  Standard (SFAS) No. 123(R),
          "Share Based  Payment",  which revised SFAS No. 123,  "Accounting  for
          Stock-Based  Compensation".  SFAS  No.  123(R)  requires  entities  to
          measure and present,  as a component of the income  statement the fair
          value of equity  share-based  payments (stock  compensation)  at grant
          date,  and  recognize  the fair value over the period  during which an
          employee is required  to provide  services in exchange  for the equity
          instrument.  SFAS No. 123(R) is effective for periods  beginning after
          June 15, 2005. This requires us to adopt FAS 123(R) effective  January
          1, 2006.

          As of June 30, 2006, the Company has awarded shared-based compensation
          to executives  of the Company.  The  compensation  cost and income tax
          benefit was  $180,000  and  $70,000 for the six months  ended June 30,
          2006  respectively.  There  were no  option  grants  in 2004  and 2003
          subject to the SFAS.




                                       13
<PAGE>

                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


Note 9 - Stock Option Plan (Continued)
         -----------------

          The fair value of each option  grant is estimated on the date of grant
          using  the  Black-Scholes  option  pricing  model  with the  following
          weighted  average  assumptions  used for  grants  in  2005,  risk-free
          interest  rates of 4.65%,  no dividend  yield or assumed  forfeitures;
          expected lives of 5.0 years; and volatility of 147.07%.  There were no
          option  grants in 2004 and 2003  subject to SFAS  123(R).  The amounts
          above are not  likely to be  representative  of future  years  because
          there is no assurance that additional awards will be made each year.

Note 10 - Proposed  Acquisition of Gas Wells with principal terms and conditions
          ----------------------------------------------------------------------
          as follows:
          -----------

          o    Agreed to purchase  twenty-eight  wells located on ten properties
               in  southeast  Kansas.  Nine  producing  wells,  three  completed
               awaiting  equipment,  and sixteen formerly producing but now shut
               in.

          o    Purchase  price of  300,000  shares of the  Company's  restricted
               stock.

          o    Effective  date to be the first day of the  month  following  the
               month in which the sale is closed.

          o    Shares  were  issued on April 1,  2006 to be held by the  Company
               until  transfer  to the  company of title to the  properties  and
               delivery  of  certain  information  regarding  the  wells  to  be
               purchased.

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


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

          In May 2006 the  Company  agreed to  acquire 13  unproved  oil and gas
          leases in three Oklahoma counties from Hudson  Resources.  No drilling
          operations had been conducted by Hudson  REsources or previous  owners
          of these properties. The transaction was completed on July 11, 2006 by
          the issuance of  1,005,000  shares of  restricted  common stock of the
          Company and will be  reflected  in the  September  30, 2006  financial
          statements.

                                       14

<PAGE>


                            SUPERIOR OIL AND GAS CO.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006

Note 12 -  Acquisition  of  "Rio  Blanco  County,  Colorado  right  of way for a
           --------------------------------------------------------------------
           pipeline"
           --------
          On April 13,  2006,  600,000  shares of  restricted  common stock were
          issued for the purchase of this property.  The  transaction was valued
          at  $111,600  and is  included  in the  balance  sheet under oil & gas
          properties.






                                       15



<PAGE>


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

     The following  discussion and analysis  should be read in conjunction  with
the financial statements and the accompanying notes thereto for the period ended
June 30, 2006 and is  qualified  in its  entirety by the  foregoing  and by more
detailed  financial  information  appearing  elsewhere.  See "Item 1.  Financial
Statements." The discussion includes management's expectations for the future.

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

     In May 2004, we entered into an agreement with Lloyd's of America,  Inc. to
acquire its 50-foot wide and 26,000-foot long Bureau of Land Management  ("BLM")
right-of-way in the White River Resource Area of Rio Blanco County, Colorado. In
February 2006, we received the assigned  permit from BLM. The purchase price for
the right-of-way  was 600,000 shares of common stock,  which was paid to Lloyd's
of  America,  plus five  additional  shares of common  stock for each  dollar of
revenue received from the operation of a planned gas pipeline until the purchase
price should equal 2,500,000 shares of stock. The 29.84-acre right-of-way grants
us "the right to construct,  operate, maintain and terminate a four-inch, buried
natural  gas  pipeline."  The area of  interest  surrounding  this  right-of-way
contains thirteen completed but shut-in natural gas wells and drilling locations
for six new wells. We estimate it will cost us approximately $1 million and take
us  approximately  six to eight  weeks to build  the  pipeline.  We have not yet
secured the  acquisition  of these funds,  and we can give no assurance  that we
will be able to secure these funds or, if secured,  that we can secure the funds
on favorable terms.

     In July 2005 we entered  into an agreement to purchase an oil and gas lease
covering  four drilling  locations  one and one-half  miles south of the town of
Meridian in Bosque County,  Texas.  There are numerous Barnett Shale directional
wells that have been completed in the northeast quarter of the county. Depending
on the  outcome  of wells now  drilling,  we could be  favorably  positioned  to
commence drilling at any time. Texas is experiencing a significant  drilling and
producing  play in the  Barnett  Shale  north of our lease and moving  southward
toward it.  Well logs  adjacent to our area  indicate  about 300 feet of Barnett
Shale overlying the Ellenberger. As a general proposition,  the Barnett Shale is
heavily fractured and is uniformly productive in the area. The Ellenberger, when
found to be productive, is one of the prime producers in the state of Texas. The
purchase  price for the lease is  1,200,000  shares of our common  stock,  which
shares have not yet been issued,  and the properties  have not yet been assigned
to our company.

     On April 6, 2006,  we entered  into an  agreement to acquire 28 natural gas
wells  located  in the  Cherokee  Basin  near  Southeast  Kansas  and  Northeast
Oklahoma. Nine of the 28 wells are producing natural gas, an additional three of
the 28 wells have been  drilled,  tested and  completed and await only the final
installation of pump jacks, and the remaining 16 of the 28 wells earlier were




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<PAGE>

producing  wells but were  shut-in  due to low prices for  natural gas and today
require varying degrees of workover to become  productive again. We acquired the
wells on April 13, 2006 for 300,000 shares of common stock valued at $210,000.

     On May 23,  2006  the  registrant,  Superior  Oil and Gas Co.  ("Superior")
completed the acquisition of a significant  amount of assets,  otherwise than in
the ordinary course of business.

     The assets  involved are  three-year  oil and gas leases  covering lands in
three Oklahoma counties as follows:

         o        Kingfisher County -           8 leases covering 640 acres
         o        Canadian County -             1 lease covering 320 acres
         o        Pushmataha County -           4 leases covering 125 acres

     The leases were acquired from Hudson  Resources  Corp. of Yukon,  Oklahoma.
There is no material  relationship,  other than in respect of this  transaction,
between  such entity and Superior or any of its  affiliates,  or any director or
officer of Superior or any associate of any such director or officer.

     The nature and amount of  consideration  given for the leases was 1,005,000
shares of Common Stock of Superior, valued at $402,000.

     This  transaction  had the effect of causing  our  company to cease being a
shell company.

Plan of Operation for the Next Twelve Months

     Our current  business plan is to develop our oil and gas  properties by (i)
constructing  the natural gas pipeline on our right-of-way in Rio Blanco County,
Colorado and (ii)  drilling  wells on the leases we acquired  this year. We will
continue to seek, investigate,  and, if warranted,  acquire one or more oil, gas
or  related  properties,  and to pursue  other  activities  intended  to enhance
shareholder  value. The acquisition of a property or a business  opportunity may
be made by purchase,  merger, exchange of stock, or otherwise, and may encompass
assets  or  a  business  entity,  such  as  a  corporation,  joint  venture,  or
partnership.  We intend to seek  opportunities  demonstrating  the  potential of
long-term growth as opposed to short-term earnings.

     We are in the  development  stage and, since  inception,  have  experienced
significant  liquidity  problems and have no capital  resources or stockholders'
equity.  We have no capital  resources and a stockholders'  deficiency.  We have
total assets of $788,002 and total liabilities of $1,546,136.

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

     For the current fiscal year, we anticipate  incurring a loss as a result of
legal and accounting  expenses,  expenses associated with registration under the
Securities  Exchange Act of 1934,  and  expenses  associated  with  locating and
evaluating property acquisition candidates.




                                       17
<PAGE>

Need for Additional Financing

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

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

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

Off-Balance Sheet Arrangements

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

          o    an obligation under a guarantee contract,

          o    a retained or contingent  interest in assets  transferred  to the
               unconsolidated  entity  or  similar  arrangement  that  serves as
               credit,  liquidity or market risk support to such entity for such
               assets,

          o    any  obligation,  including  a  contingent  obligation,  under  a
               contract that would be accounted for as a derivative  instrument,
               or

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




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<PAGE>
<TABLE>
<CAPTION>

Item 3.  Controls and Procedures

     Evaluation of disclosure  controls and procedures.  The Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective and provide reasonable  assurances that the information
the Company is required to disclose in the reports it files or submits under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time period required by the Commission's  rules and forms. There were
no  significant  changes  in  the  Company's  internal  control  over  financial
reporting  during  the  period  covered  by this  report  that  have  materially
affected,  or are reasonably  likely to materially  affect our internal controls
over financial reporting.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     We are not,  and none of our  property  is,  a party to any  pending  legal
proceedings,  and no such  proceedings  are  known to be  contemplated.  We are,
however,  a judgment  debtor in the case of Gotz Werner & Roman Werner v. Daniel
Lloyd,  McCoy Energy Co.,  Superior Oil and Gas Co., and Big Daddy's BBQ Sauce &
Spices Co.,  Superior Court of Arizona,  Maricopa County,  No. CV 99-11813.  The
principal amount of the judgment is $337,686 with ten percent interest  accruing
from and after October 14, 1999. As of June 30, 2006, the amount of the judgment
including  interest was $564,400 with interest  accruing in the quarterly amount
of $8,442.

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

Item 2.  Unregistered Sales of Equity Securities

     Since our last  report of sales of  unregistered  equity  securities  (Form
10-QSB for period ended March 31, 2006),  we have sold, in  transactions  exempt
from registration  pursuant to Regulation D, Rule 506, the following  securities
to the  following  persons.  All sales were made to  accredited  investors  with
preexisting relationships with our company.

--------- ----------------------- -------------- --------- --------------------------------------------------
Date      Purchaser               No. of Shares   Value     Consideration Paid for the Shares
--------- ----------------------- -------------- --------- --------------------------------------------------
<C>       <C>                     <C>            <C>        <C>
05-22-06  Kenneth L. Turk               100,000    40,000   Construction of well sites Lonesome River Project
--------- ----------------------- -------------- --------- --------------------------------------------------
07-11-06  Hudson Resources Corp.      1,005,000   402,000   Oil and gas leases
--------- ----------------------- -------------- --------- --------------------------------------------------
07-11-06  Thomas J. Kenan               100,500    40,200   Legal fees
--------- ----------------------- -------------- --------- --------------------------------------------------
</TABLE>




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<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

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

         3(i) Articles of Incorporation * 3(ii) Bylaws * 10.5 Purchase and Sale
         Agreement entered into December 13, **
                  2005 between  Superior Oil and Gas Co. and William H.
                  Foster.
         10.6     Purchase  and Sale  Agreement  entered into April 24,      **
                  2006 between Enerhance Energy,  Inc. and Superior Oil
                  and Gas Co.
         10.7     Assignment  of Oil and Gas  Leases  executed  May 23,      ***
                  2006 from Hudson  Resources  Corp to Superior Oil and
                  Gas Co. covering lands in Kingfisher County, Oklahoma
         10.8     Assignment  of Oil and Gas  Leases  executed  May 23,      ***
                  2006 from Hudson  Resources  Corp to Superior Oil and
                  Gas Co. covering lands in Canadian County, Oklahoma
         10.9     Assignment  of Oil and Gas  Leases  executed  May 23,      ***
                  2006 from Hudson  Resources  Corp to Superior Oil and
                  Gas Co. covering lands in Pushmataha County, Oklahoma
         14       Code of Ethics for the Chief  Executive  Officer  and      +++
                  Senior Financial Officers.
         16       Letter on Change in Certifying Accountant                  *
         31       Certification of Chief Executive  Officer pursuant to
                  18  U.S.C.  Section  1350,  as  adopted  pursuant  to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

         31.1     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.
         32       Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
         32.1     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

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

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



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<PAGE>

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

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

                                   SIGNATURES

     Pursuant to the  requirements  of the Exchange Act of 1934,  the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

Date:  March 12, 2007                      Superior Oil and Gas Co.



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

















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