UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 1)





X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934


For the
quarterly period ended March 31, 2008








333-117114


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


Commission
File number





USA
SUPERIOR ENERGY HOLDINGS, INC.


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


(Exact
name of registrant as specified in its charter)








NEVADA                                                                                   30-0220588


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


(State or
other jurisdiction of
incorporation)                                       (IRS
Employer Identification No.)














1726
Augusta Drive, Suite 105, Houston, Texas 77057


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


(Address
of principal executive offices) (Zip Code)





Registrant's
telephone number, including area code: 832-251-3000


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





Securities
Registered pursuant to Section 12(b) of the Exchange Act:








Common Stock, $.001
par
value                                                                                          Over The Counter Bulletin
Board


(Title of
Class)                                                                                              
      (Name of exchange on which
registered)





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
preceding 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 | _| No | X |





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large
accelerated filer
|_|                                                       Accelerated
filer |_|


Non-accelerated
filer |_|       (Do not check if a smaller
reporting company)


Smaller reporting
company |X|





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











EXPLANATORY
NOTE








On May
20, 2008, we filed our Form 10-Q without a review by an independent account in
accordance with professional standards for conducting such
reviews.  The required review was completed on May 30, 2008 and the
required Report of Independent Registered Public Accounting Firm is included
herein.





Subsequent
to the filing of our Form 10-Q, the Board of Directors of USA Superior Energy
Holdings, Inc. concluded that we are required to restate our previously issued
financial statements for the quarters ended March 31, 2008 and
2007.  Management identified various places where corrections were
necessary in its 2008 and 2007 financial statements and determined that a
restatement was necessary in respect of the following: revision of stock based
compensation for 2007, revision in applying reverse merger accounting in 2007,
revision of the valuation of stock and warrants to be issued under a financial
services contract in 2008, correction of certain errors in the timing of
recording certain transactions in 2007.  As a result of the Board¡ ̄s
decision and the aforementioned revisions to our financial statements, our
previously issued financial statements for the quarters ended March 31, 2008 and
2007 (which were included in our Quarterly Report on Form 10-Q) should no longer
be relied upon. Restated financials for the quarters ended March 31, 2008 and
2007 are included herein.





Other
than the foregoing items, no part of the Quarterly Report on Form 10-Q initially
filed on May 20, 2008 is being amended, and the filing of this Amended Quarterly
Report on Form 10-Q/A should not be understood to mean that any other statements
contained therein are untrue or incomplete as of any date subsequent to May 20,
2008.










PART
I- FINANCIAL INFORMATION





Item
1. Financial Statements





INDEX
TO FINANCIAL STATEMENTS




Report
      of Independent Registered Public Accounting Firm
            3Consolidated
      Balance Sheets as of March 31, 2008 (restated) (unaudited) and December
      31, 2007
            4Consolidated
      Statements of Operations for the three months ended March 31, 2008
      (restated) and 2007 (restated) (unaudited)
            5Consolidated
      Statement of Stockholders¡ ̄ Equity for the three months ended March 31,
      2008 (restated) (unaudited)
            6Consolidated
      Statements of Cash Flows for three months ended March 31, 2008 (restated)
      and 2007 (restated) (unaudited)
            7Notes
      to the Consolidated Financial Statements ¡§C March 31, 2008
      (unaudited)
            8
















REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









To the
Board of Directors and




Stockholders
of USA Superior Energy Holdings, Inc




(Formerly
Comlink Communications Company)


Houston,
Texas




We have
reviewed the accompanying consolidated balance sheet of USA Superior Energy
holdings, Inc (the "Company") as of March 31, 2008, and the related consolidated
statements of operations, and cash flows for the three-month periods ended March
31, 2008 and 2007. These consolidated financial statements are the
responsibility of the Company's management.




We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.




Based on
our review, we are not aware of any material modifications that should be made
to the accompanying interim financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.




The
accompanying consolidated financial statements have been prepared assuming that
USA Superior will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, USA Superior has raised limited capital and
incurred losses from operations since inception, which raise substantial doubt
about their ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




As
discussed in Note 6, the consolidated financial statements as of March 31, 2008,
and the related consolidated statements of operations, and cash flows for the
three-month periods ended March 31, 2008 and 2007 have been
restated.




We have
previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
the Company as of December 31, 2007 and 2006, and the related consolidated
statements  of  operations, stockholders' equity, and cash
flows for the years then ended (not presented herein); and in our report dated
May 16, 2008, we expressed an unqualified opinion on those consolidated
financial statements and included an explanatory paragraph related to the going
concern uncertainty .In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 2007, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.




/s/
      Malone & Bailey, PC
              
              www.malone-bailey.com
              Houston,
      Texas
              May
      30, 2008


-3-


USA
SUPERIOR ENERGY HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEETS


As
of March 31, 2008 and December 31, 2007


(Unaudited)





ASSETS
            
            March
      31, 2008
            
            
            December
      31, 2007Current
      assets
            
            (Restated)Cash
      and cash equivalents
            
            $
            41,625
            
            
            $
            256,943Restricted
      cash
            
            
            150,000
            
            
            
            50,000Accounts
      receivable
            
            
            2,500
            
            
            
            -Prepaid
      expenses and other current assets
            
            
            143,759
            
            
            
            24,699Total
      current assets
            
            
            337,884
            
            
            
            331,642Oil
      and gas properties, including $348,086 of unproved properties, net of
      accumulated depletion, depreciation and amortization of $52,257 and
      $36,991, respectively ¡§C using full cost method of
    accounting
            
            
            1,553,023
            
            
            
            1,568,289Office
      equipment, net of depreciation of $14,839 and $9,391,
      respectively
            
            
            28,924
            
            
            
            34,372Other
      assets
            
            
            750
            
            
            
            750Total
      assets
            
            $
            1,920,581
            
            
            $
            1,935,053LIABILITIES
      AND STOCKHOLDERS¡ ̄ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
            
            $
            448,493
            
            
            $
            326,730Convertible
      demand note, net of unamortized discount of $ 242,207 and $244,154,
      respectively
            
            
            36,936
            
            
            
            27,000Current
      portion of notes payable
            
            
            472,403
            
            
            
            347,762Advances
      payable ¡§C related party
            
            
            109,259
            
            
            
            114,259Total
      current liabilities
            
            
            1,067,091
            
            
            
            815,751Convertible
      debenture, net of unamortized discount of $248,084 and $257,316,
      respectively
            
            
            236,715
            
            
            
            215,947Notes
      payable
            
            
            270,317
            
            
            
            363,957Asset
      retirement obligations
            
            
            116,050
            
            
            
            115,520Total
      liabilities
            
            
            1,690,173
            
            
            
            1,511,175STOCKHOLDERS¡ ̄
      EQUITYCommon
      shares, $0.001 par value, 150,000,000 shares authorized, 56,160,000 and
      55,760,000 shares issued and outstanding, respectively
            
            
            56,160
            
            
            
            55,760Additional
      paid-in capital
            
            
            8,377,720
            
            
            
            7,924,850Stock
      subscription receivable
            
            
            (130,000
            )
            
            
            -Accumulated
      deficit
            
            
            (8,073,472
            )
            
            
            (7,556,732
            )Total
      stockholders¡ ̄ equity
            
            
            230,408
            
            
            
            423,878Total
      liabilities and stockholders¡ ̄ equity
            
            $
            1,920,581
            
            
            $
            1,935,053





The
accompanying notes are an integral part of these consolidated financial
statements.





-4-





USA
SUPERIOR ENERGY HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


For
the three months ended March 31, 2008 and 2007


(Unaudited)








2008
            
            
            2007(Restated)
            
            
            (Restated)Revenue
            
            $
            115,563
            
            
            $
            15,443Operating
      expensesLease
      operating expenses
            
            
            104,254
            
            
            
            18,763General
      and administrative, including stock based compensation of $207,436 and
      $3,020,000, respectively
            
            
            463,751
            
            
            
            3,375,085Depreciation,
      depletion and amortization
            
            
            21,243
            
            
            
            1,069Total
      operating expenses
            
            
            589,248
            
            
            
            3,394,917Operating
      loss
            
            
            (473,685
            )
            
            
            (3,379,474
            )Other
      income (expense)Interest
      expense
            
            
            (43,055
            )
            
            
            -Total
      other expense
            
            
            (43,055
            )
            
            
            -Net
      loss
            
            
            (516,740
            )
            
            
            (3,379,474
            )Net
      loss per share:Basic
      and diluted
            
            $
            (0.01
            )
            
            $
            (0.09
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            56,067,692
            
            
            
            35,666,630











The
accompanying notes are an integral part of these consolidated financial
statements.








-5-










USA
SUPERIOR ENERGY HOLDINGS, INC.


CONSOLIDATED
STATEMENT OF STOCKHOLDERS¡ ̄ EQUITY


For
the years three months ended March 31, 2008


(Unaudited)





Common
              Shares
            
            
            Par
              Amount
            
            
            Additional
              Paid-In
              Capital
            
            Stock
      Subscription Receivable
            
            
            Accumulated
              Deficit
            
            
            TotalBalance,
      December 31, 2007
            
            
            55,760,000
            
            
            $
            55,760
            
            
            $
            7,924,850
            
            $
            -
            
            
            $
            (7,556,732
            )
            
            $
            423,878Shares
      issued in exchange for subscription receivable
            
            
            400,000
            
            
            
            400
            
            
            
            299,600
            
            
            (130,000)
            
            
            
            -
            
            
            
            170,000Warrants
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            153,270
            
            
            -
            
            
            
            -
            
            
            
            153,270Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            -
            
            
            
            (516,740
            )
            
            
            (516,740
            )Balance,
      March 31, 2008 (Restated)
            
            
            56,160,000
            
            
            $
            56,160
            
            
            $
            8,377,720
            
            $
            (130,000
            )
            
            $
            (8,073,472
            )
            
            $
            230,408










The
accompanying notes are an integral part of these consolidated financial
statements.








-6-








USA
SUPERIOR ENERGY HOLDINGS, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the three months ended March 31, 2008 and 2007


(Unaudited)





2008
            
            
            2007(Restated)
            
            
            (Restated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (516,740
            )
            
            $
            (3,379,474
            )Adjustments
      to reconcile net loss to cash used by operating
activities:Depreciation,
      depletion and amortization
            
            
            21,243
            
            
            
            1,069Amortization
      of debt discount
            
            
            11,179
            
            
            
            -Stock
      based compensation
            
            
            207,436
            
            
            
            3,020,000Net
      change in operating assets and liabilities
            
            
            131,564
            
            
            
            (250,939
            )NET
      CASH USED BY OPERATING ACTIVITIES
            
            
            (145,318
            )
            
            
            (609,344
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
            
            
            -
            
            
            
            (41,528
            )Investment
      in oil and gas properties
            
            
            -
            
            
            
            (400,000
            )Increase
      in restricted cash
            
            
            (100,000
            )
            
            
            -CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            (100,000
            )
            
            
            (441,528
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of short-term debt
            
            
            100,000
            
            
            
            25,000Proceeds
      from sale of units
            
            
            -
            
            
            
            1,000,000Capital
      contributions from shareholder
            
            
            -
            
            
            
            161,976Repayments
      of notes payable
            
            
            (70,000
            )
            
            
            -CASH
      FLOWS USED BY FINANCING ACTIVITIES
            
            
            30,000
            
            
            
            1,186,976NET
      INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (215,318
            )
            
            
            136,104Cash
      and cash equivalents, beginning of period
            
            
            256,943
            
            
            
            297Cash
      and cash equivalents, end of period
            
            $
            41,625
            
            
            $
            136,401





Cash
      paid for:Interest
            
            $
            1,001
            
            
            $
            -Income
      taxes
            
            $
            -
            
            
            $
            -Supplemental
      Schedule of Non-cash Investing and Financing Activities:Purchase
      oil and gas properties through issuance of notes payable
            
            $
            -
            
            
            $
            750,097Recapitalization
            
            
            -
            
            
            
            18,360Asset
      retirement obligation incurred
            
            
            -
            
            
            
            88,066








The
accompanying notes are an integral part of these consolidated financial
statements








-7-








USA
SUPERIOR ENERGY HOLDINGS, INC.


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2008





NOTE
1 ¡§C ORGANIZATION AND BUSINESS OPERATIONS





USA
Superior Energy Holdings, Inc. (the "Company" or "USA Superior"), a Nevada
corporation, was originally formed on November 12, 2003 as Comlink
Communications Company ("Comlink").  In fiscal the fiscal year ended
2006, Comlink was essentially dormant with no operating business, having
discontinued all prior operations in the first quarter of 2006. Prior operations
consisted of an attempt to market two-way radio communication equipment over the
internet. The Company had no capital and no prospects to raise capital to carry
out the prior business plan.





The
current business of the Company is to develop, own and operate prospects and
energy projects in East and Southwest Texas.  The Company primarily
focuses on properties with a potential for enhanced secondary or tertiary
recovery using modern state-of-the-art workover and stimulation
techniques.





On
January 16, 2007, USA Superior and Comlink Communications Company ("Comlink")
consummated a merger that was effected through a reverse merger in which the
shareholders of USA Superior agreed to receive 34,000,000 shares of common stock
of Comlink in exchange for 100% of the issued and outstanding shares of USA
Superior.  Concurrent with the merger, USA Superior's executive
management and directors assumed control and responsibility for Comlink's
activities and its strategic direction.   The merger effected a
change in control of Comlink and immediately following the merger, USA
Superior's former stockholders held approximately 59% of Comlink's issued and
outstanding common shares.  After the merger, Comlink's name was
changed to USA Superior Energy Holdings, Inc., and the stock symbol was changed
to OTCBB: USSU.




For
Securities and Exchange Commission ("SEC') reporting purposes, the merger
between USA Superior and Comlink was treated as a reverse merger with USA
Superior being the "accounting acquirer" and, accordingly, it assumed Comlink's
reporting obligations with the SEC.  In accordance with SEC
requirements, the historical financial statements and related disclosures
presented herein for the period prior to the date of merger
(i.e.,   January 16, 2007) are those of USA
Superior.  The assets and liabilities of Comlink were recorded, as of
completion of the merger, at fair value, which is considered to approximate
historical cost, and added to those of USA Superior.





In
accordance with the terms of the merger agreement, each outstanding share of USA
Superior prior to the reverse merger was converted into 309.8 common shares in
USA Superior (post reverse merger) with a total of 30,980,000 common shares
issued to the former USA Superior stockholders. Of the 63,360,000 shares of
Comlink outstanding at the time of the merger, 45,000,000 shares were
cancelled concurrent with the closing of the merger.





In
conjunction with the merger, USA Superior issued 3,020,000 shares of common
stock.  In accordance with EITF 95-8, USA Superior determined
that these were shares issued for services and not additional transaction costs
due to the fact that Comlink's cash balance was minimal prior to the
merger.  These shares had a market value of $3,020,000 on the date of
the reverse merger.  Of the total shares issued for services,
2,720,000 shares were issued to employees of USA Superior.  Immediately
following the merger, a total of 52,360,000 shares of common stock were issued
and outstanding.




Since its
inception, USA Superior has funded its oil and gas activities through a
combination of equity and debt securities and the contribution of funds and
services by its principal shareholders and
management.




NOTE
2 ¡§C SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Interim
Financial Statements





The
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2007, as filed with the Securities
and Exchange Commission ("SEC"). The financial statements included herein as of
March 31, 2008, and for the three month periods ended March 31, 2008 and 2007,
are unaudited, and in the opinion of management, the information furnished
reflects all material adjustments, consisting of normal recurring adjustments
and
restatements (See Note 6), necessary for a fair presentation of financial
position and of the results for the interim periods presented. Certain minor
reclassifications of prior period financial statements have been made to conform
to current reporting practices. The results of operations for interim periods
are not necessarily indicative of results to be expected for a full
year





Basis
of presentation




USA
Superior's unaudited consolidated balance sheets as of March 31, 2008 and
December 31, 2007 and related consolidated statements of operations,
stockholders' quity and cash flow for the three months ended March 31, 2008 and
2007 are presented in U.S. dollars and have been prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP") and the rules of the Securities and Exchange Commission.





Use
of estimates




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




Management
believes that it is reasonably possible the following material estimates
affecting the financial statements could significantly change in the coming
year:  (1) estimates of proved oil and gas reserves, and (2) forecast
forward price curves for natural gas and crude oil.   The oil and
gas industry in the United States has historically experienced substantial
commodity price volatility, and such volatility is expected to continue in the
future.   Commodity prices affect the level of reserves that are
considered commercially recoverable; significantly influence USA Superior's
current and future expected cash flows; and impact the PV10 derivation of proved
reserves presented in USA Superior's supplemental oil and gas reserve
disclosures made herein.




Principles
of consolidation




The
financial statements include the accounts of its 100% owned subsidiaries USA
Superior Energy, Inc. and Superior Energy, LLC and its 80% interest in the
subsidiary Skyrider Energy, LLC.




Revenue
and cost recognition




USA
Superior uses the sales method to account for sales of crude oil and natural
gas. Under this method, revenues are recognized based on actual volumes of oil
and gas sold to purchasers. The volumes sold may differ from the volumes to
which USA Superior is entitled based on our interest in the
properties.  These differences create imbalances which are recognized
as a liability only when the imbalance exceeds the estimate of remaining
reserves.  USA Superior had no imbalances as of March 31, 2008 and
December 31, 2007.  Costs associated with production are expensed in
the period incurred.




New
Accounting Pronouncements




USA
Superior does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on their results of operations,
financial position or cash flows




NOTE
3 ¡§C GOING CONCERN




USA
Superior has raised limited financing and has incurred operating losses since
its inception in October 2005.  These factors raise substantial doubt
about USA Superior's ability to continue as a going
concern.   USA Superior¡ ̄s ability to achieve and maintain
profitability and positive cash flow is dependent on its ability to secure
sufficient financing to fund the acquisition, drilling and development of
profitable oil and gas properties.  Management is seeking financing
that it believes would allow USA Superior to establish and sustain commercial
production.   There are no assurances that USA Superior will be
able to obtain additional financing from investors or private lenders and, if
available, such financing may not be on commercial terms acceptable to USA
Superior or its stockholders. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




NOTE
4 ¡§C NOTES PAYABLE AND CONVERTIBLE DEBENTURES





Notes
Payable ¡§C Bastrop and Caldwell County, Texas Leases





As a
portion of the consideration for the purchase of the Bastrop and Caldwell
County, Texas leases, USA Superior issued a $350,000 note payable to the
seller.  The note bears interest at 5% and requires monthly payments
of $15,000 plus interest.  As of December 31, 2007, USA Superior was
in default on the payments of the note.  On April 11, 2008, USA
Superior paid the lender $50,000 for attorney fees and a partial payment on the
note and entered into a Renewal and Extension Promissory Note which settled the
default.  Under the terms of the new note, USA Superior must make
monthly payments of $15,000 plus 8% interest beginning May 15,
2008.  All unpaid principal and interest is due October 15,
2008.  This note is secured by 500,000 shares of USA Superior's common
stock which were pledged by the Company's CEO and USA Superior's interest in the
Bastrop County leases.





As
additional consideration for the purchase of the Bastrop County, Texas leases,
USA Superior agreed to assume the seller¡ ̄s noninterest bearing liability to a
third party in the total amount of $440,000.  This note requires
payments of 25 percent of the net revenue from the production of the leases,
with minimum payments of $7,500 per month and $120,000 per year.  This
note was recorded at the present value of the future cash payments of
$400,097.  Management used an interest rate of 5% to discount this
rate, because it was the same as the rate on the note payable to the seller
described above.  USA Superior is currently in default on the note due
to the fact that all required payments have not been made on the
note.





Convertible
Note Payable





On
January 23, 2008, USA Superior issued a convertible promissory note payable to a
third party in the amount of $100,000.  The proceeds of this note were
placed in an escrow account to indemnify a broker for potential losses to be
incurred in online trading in the company¡ ̄s stock.  The note bears
interest at 8%, matures January 23, 2009 and is convertible in the event of a
merger transaction at the lowest rate available to other convertible note
holders.




NOTE
5 ¡§C STOCKHOLDERS¡ ̄ EQUITY




Issuance
of Common Shares and Warrants




On March
1, 2008, as modified April 22, 2008, USA Superior entered into an agreement with
a third party for financial advisory services for the period from March 1, 2008
through February 28, 2010.  Under the terms of the contract USA
Superior will make monthly payments of $5,000 for a total of 23
months.  In addition, USA Superior has issued a warrant to purchase
1,000,000 shares of common stock for a period of five years at an exercise price
of $0.17 and USA Superior¡ ̄s CEO will pay the third-party 1,250,000 shares of
the common stock owned by him.  The warrants were valued at $153,270
using the Black-Scholes model with the following assumptions:





AssumptionExercise
      price
            $
      0.17Stock
      price on the issuance date
            $
      0.18Term
      (years)
            5Risk
      free interest rate
            2.64
      %Volatility
            124
      %





The value
of the warrants has been recorded as a prepaid asset and is being amortized over
the two year term of the agreement.  The 1,250,000 shares of stock
have not yet been transferred by the CEO.





Issuance
of Common Stock for Subscription Agreement




In
January 2008, USA Superior issued 400,000 shares of stock to an employee of the
company in exchange for a stock subscription receivable in the amount of
$130,000.  The shares were valued at $300,000 on the date of
issuances.  USA Superior recognized $170,000 of compensation expense
related to the difference in the market value of the shares and the cash to be
received from the employee.





NOTE
6 ¡§C RESTATEMENT





Restatement
of March 31, 2008 financial statements





The
Company determined that its restricted cash and current notes payable were
understated by $100,000.  Accrued interest and interest expense were
understated by $1,333 related to the understatement of the current note
payable.  Prepaids and other current assets and additional paid-in
capital were overstated by $948,760 related to the valuation of stock and
warrants to be issued under a financial services contract.  Lease
operating expense was overstated by $14,759 due to an arithmetic
error.  General and administrative expenses were overstated by $52,754
related to the amortization of prepaid expenses and an arithmetic
error.





Below is
the detailed effect of the restatement





As
      Reported
            
            
            As
      RestatedBalance
      Sheet as of March 31, 2008ASSETSRestricted
      cash
            
            $
            50,000
            
            
            $
            150,000Prepaids
      and other current assets
            
            $
            1,092,519
            
            
            $
            143,759Current
      Assets
            
            $
            1,186,644
            
            
            $
            337,884TOTAL
      ASSETS
            
            $
            2,768,711
            
            
            $
            1,920,581LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            352,895
            
            
            $
            448,493Current
      portion of notes payable
            
            $
            372,403
            
            
            $
            472,403Current
      Liabilities
            
            $
            871,493
            
            
            $
            1,067,091Notes
      payable
            
            $
            363,957
            
            
            $
            270,317Total
      Liabilities
            
            $
            1,588,215
            
            
            $
            1,690,173STOCKHOLDERS'
      EQUITYCapital
      stock
            
            $
            56,160
            
            
            $
            56,160Additional
      paid-in capital
            
            $
            9,364,470
            
            
            $
            8,377,720Stock
      subscription receivable
            
            $
            (130,000
            )
            
            $
            (130,000
            )Accumulated
      deficit
            
            $
            (8,110,134
            )
            
            $
            (8,073,472
            )TOTAL
      STOCKHOLDERS' EQUITY
            
            $
            1,180,496
            
            
            $
            230,408TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            2,768,711
            
            
            $
            1,920,581STATEMENT
      OF OPERATIONS for the three months ended March 31, 2008Lease
      operating expense
            
            $
            89,495
            
            
            $
            104,254General
      and administrative expense
            
            $
            516,505
            
            
            $
            463,751Total
      operating expenses
            
            $
            627,243
            
            
            $
            589,248Operating
      loss
            
            $
            (511,680
            )
            
            
            (473,685
            )Interest
      expense
            
            $
            (41,722
            )
            
            $
            (43,055
            )Net
      loss
            
            $
            (553,402
            )
            
            $
            (516,740
            )Loss
      per common share (basic and diluted)
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      averages shares outstanding
            
            
            56,064,348
            
            
            
            56,067,692STATEMENT
      OF CASH FLOWS for the three months ended March 31, 2008Net
      loss
            
            $
            (553,402
            )
            
            $
            (516,740
            )Net
      cash used in operating activities
            
            $
            (145,318
            )
            
            $
            (145,318
            )Net
      cash used in investing activities
            
            $
            -
            
            
            $
            (100,000
            )Net
      cash provided by (used in) financing activities
            
            $
            (70,000
            )
            
            $
            30,000Net
      decrease in cash and cash equivalents
            
            $
            (215,318)
            
            
            $
            (215,318
            )





Restatement
of March 31, 2007 financial statements





The
Company determined that certain components of the statement of operations were
misstated due to timing differences in the recognition of revenue and
expense.  General and administrative expenses were understated related
to stock based compensation for stock issued in the reverse merger





Below is
the detailed effect of the restatement





As
      Reported
            
            
            As
      RestatedSTATEMENT
      OF OPERATIONS for the three months ended March 31, 2007Revenues
            
            $
            53,418
            
            
            $
            15,443Lease
      operating expense
            
            $
            32,989
            
            
            $
            18,763General
      and administrative expense
            
            $
            305,856
            
            
            $
            3,375,085Depreciation
      and amortization
            
            $
            -
            
            
            $
            1,069Total
      operating expenses
            
            $
            305,856
            
            
            $
            3,394,917Operating
      loss
            
            $
            (285,427
            )
            
            
            (3,379,474
            )Interest
      expense
            
            $
            -
            
            
            $
            -Net
      loss
            
            $
            (285,427
            )
            
            $
            (3,379,474
            )Loss
      per common share (basic and diluted)
            
            $
            (0.00
            )
            
            $
            (0.09
            )Weighted
      averages shares outstanding
            
            
            59,663,336
            
            
            
            35,666,630STATEMENT
      OF CASH FLOWS for the three months ended March 31, 2007Net
      loss
            
            $
            (285,427
            )
            
            $
            (3,379,474
            )Net
      cash used in operating activities
            
            $
            (882,468
            )
            
            $
            (609,344
            )Net
      cash used in investing activities
            
            $
            (19,616
            )
            
            $
            (441,528
            )Net
      cash provided by  financing activities
            
            $
            975,000
            
            
            $
            1,186,976Net
      increase in cash and cash equivalents
            
            $
            72,916
            
            
            $
            136,401








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





The
following discussion will assist you in understanding our financial position,
liquidity, and results of operations. The information below should be
read in conjunction with the consolidated financial statements, and the
related notes to consolidated financial statements. Our discussion contains both
historical and forward-looking information. We assess the risks and
uncertainties about our business, long-term strategy, and financial condition
before we make any forward-looking statements, but we cannot guarantee that
our assessment is accurate or that our goals and projections can or will be met.
Statements concerning results of future exploration, exploitation,
development, and acquisition expenditures as well as expense and reserve levels
are forward-looking statements. We make assumptions about commodity prices,
drilling results, production costs, administrative expenses, and interest costs
that we believe are reasonable based on currently available
information.





Business
Strategy





USA
Superior Energy Holdings, Inc. (the "Company") is focused on acquiring, owning,
operating and applying enhanced oil recovery ("EOR") techniques to existing
shallow fields of oil and gas.  The Company performs complete workover
and stimulation services in these existing fields to restart or substantially
increase production. It utilizes state-of-the-art workover and shallow-well
drilling techniques in these fields including new and innovative technologies
under development by the Company.  These new technologies include
specialized shallow-well cased hole horizontal drilling ("CHHD") and nitrogen
("N2") injection which will be utilized to increase production volumes and
reserve recoverability from the Company's projects. Currently, the Company is
involved in developing, owning and operating energy projects and prospects in
East, Central and South Texas and currently has active projects and prospects in
Bastrop, Caldwell, Navarro and Zavalla counties. These fields are known as the
Bateman Project in Bastrop and Caldwell Counties (comprised of the Bateman
Field and part of the adjacent Dale McBride Field), the Benton Field in
Navarro County and the Del Monte Prospect in
Zavalla County.





Going
Concern





We
incurred a net loss of $516,740 for the quarter ended March 31, 2008 and have a
working capital deficit of $872,966 at March 31, 2008, excluding prepaid
expenses relating primarily to services paid for with common
stock.  We require significant additional funding to sustain our
operations and satisfy our contractual obligations for our planned oil and gas
exploration and development operations. Our ability to establish the Company as
a going concern is dependent upon our ability to obtain additional financing, in
order to fund our planned operations and ultimately, to achieve profitable
operations.





Liquidity
and Capital Resources





Our main
sources of liquidity and capital resources for the quarter ended March 31, 2008
were cash flows from operations and draw down of our cash balances. During the
quarter, we entered into a financing arrangement with our oil purchasing
customers which allows for immediate payment on barrels delivered. While this
may reduce the price we might otherwise receive for our production, we have been
able to accelerate cash flow from revenues to enhance our liquidity by receiving
cash upon the delivery of our barrels.





During
the quarter ended March 31, 2008, net cash flow used by operating activities
decreased by $464,000 to $145,000, as compared to $609,000 for the quarter ended
March 31, 2007, primarily because of our increased
revenue.   Excluding the effects of significant unforeseen
expenses or other income, our cash flow from operations fluctuates primarily
because of variations in oil and gas production rates and in commodity
prices. In addition, our oil and gas production from either of our properties
may be curtailed due to maintenance and weather-related factors beyond our
control.





Our
realized oil and gas prices vary significantly due to world political events,
supply and demand for products, product storage levels, and
weather patterns, among other factors. We sell 100% of our production at
spot market prices. Accordingly, product price volatility will affect our cash
flow from operations.





We
anticipate making capital expenditures of approximately $4,000,000 over the next
several years to drill additional wells on our existing
properties.  The remainder of our 2008 capital budget will be
funded from a combination of our cash flow from operations, our cash and cash
equivalents and the proceeds from offerings of debt and/or equity
securities.





On March
31, 2008, our current liabilities exceeded our current assets by $872,966,
excluding prepaid expenses relating primarily to services paid for with common
stock. In order to achieve positive cash flow from operations during 2008,
we will require additional funding in order to complete our plans to maintain,
workover and begin EOR operations on existing wells and to develop additional
wells on existing properties.





Results
of Operations





Revenue





We
produced 1,322 barrels of oil and recognized revenue of $115,563 during the
quarter ended March 31, 2008, an increase of approximately 1,100 barrels and
approximately $100,000 over the same period in 2007, primarily because we had a
full quarter of production from the Bateman Project which was acquired in late
in the first quarter of 2007 and because we realized significantly higher prices
for our production.





The
following chart summarizes the Company¡ ̄s sales of oil and gas since its
acquisition of the Bateman project on March 20, 2007:








Sales (Bbls)Gross
            Net
            Average Price/BblSecond
      Quarter 2008 (a)
            1,501
            1,183
            $
      98.41First
      Quarter 2008
            1,656
            1,322
            91.63Fourth
      Quarter 2007
            178
            139
            80.99Third
      Quarter 2007
            920
            727
            70.11Second
      Quarter 2007
            3,275
            2,606
            60.96First
      Quarter 2007 (b)
            358
            284
            57.09








(a)  Through
May 2008


(b)  Bateman
Project acquired March 20, 2007








The
Company's ability to maintain and increase sales from recent levels is dependent
on its ability to raise funds to correct its working capital deficit and for the
investment of additional funds into the extensive maintenance, workover and
planned enhancement operations to accelerate the realization of production
volumes.








Lease
operating expense and production taxes





Our
production costs totaled $104,254 during the quarter ended March 31, 2008, an
increase of $85,491 over the same period in 2007, primarily because we had a
full quarter of production from the Bateman Project which was acquired in late
in the first quarter of 2007.





General
and administrative expense (G&A expense)





General
and administrative expense for the quarter ended March, 31 2008 decreased
$2,911,334 from the comparable 2007 period to $463,751. The largest portion of
the reduction came from a decrease in stock based compensation of
$2,812,564 from the same period in 2007 which related to the reverse merger and
compensation of key employees and consultants.





Net
loss





For the
quarter ended March 31, 2008, our net loss decreased to $516,740, compared to
our same quarter 2007 net loss of $3,379,474. The major components of the
first quarter 2008 loss were general and administrative expenses of $463,751
including stock based compensation of $207,436.  The major component
of the first quarter 2007 loss was general and administrative expense of
$3,375,085 including stock based compensation of $3,020,000.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





The
Company¡ ̄s results of operations and operating cash flows can be significantly
impacted by changes in market prices for oil and gas.  The Company has
not to date utilized derivative contracts, costless collars, or other similar
economic hedging arrangements as a means to reduce its exposure to unfavorable
changes in oil prices or that may expose the Company to risk of financial loss
and limit the benefit of future increases in prices.








Item
4. Controls and Procedures





Disclosure Controls and
Procedures




Disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are controls and other
procedures that are designed to ensure that the information that we are required
to disclose in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.




In
connection with the preparation of this Quarterly Report on Form 10-Q,
our management has evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of March 31, 2008. The disclosure
controls and procedures are not effective and during the second quarter of
fiscal 2008 management will be implementing effective disclosure controls and
procedures.





Management's Report on
Internal Control Over Financial Reporting





Our
management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, is responsible for
establishing and maintaining adequate internal control over financial reporting
as such term is defined in Rules 13a-15(f) under the Exchange Act. Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with existing policies or procedures may deteriorate.





Under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, during the second quarter of the current fiscal year, our
management will implement an assessment of our internal control over financial
reporting, based on the criteria established in Internal Control- Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").  It is the opinion of our management
that our internal control over financial reporting is currently not
effective.  For the
quarter ended March 31, 2008 there were no changes to the Company¡ ̄s internal
controls over financial reporting.¡±








PART
II- OTHER INFORMATION








Item
1. Legal Proceedings





On March
6, 2007, the Company entered into an Agreement of Sale and Purchase with Orbis
Operating, LLC ("Orbis"), in which it agreed to purchase a substantial portion
of the property Orbis acquired under a previous R&S Sale Agreement. Part of
the purchase price included a Promissory Note in the amount of $350,000.00.
After alleged numerous defaults by the Company, Orbis filed suit on March 10,
2008 in United States District Court in Bastrop County, Texas (Cause No.
26,952). The parties then entered into negotiations and reached agreement
through a Loan Workout and Security Agreement on April 11, 2008. Orbis filed a
Rule 11 Agreement with the Bastrop County court whereby it shall dismiss the
suit with prejudice upon the full performance of USA Superior.





The terms
of the settlement included:


¡¡è
            The
      Company paying $50,000 cash, in which all was allocated towards
      Orbis'legal fees


¡¡è
            Principal
      Balance = $310,000


¡¡è
            The
      Company is to make monthly payments on the 15th
      day in the amount of $15,000 plus accrued interest, (6 payments for
      May-Oct)


¡¡è
            The
      Company is to make a final payment of entire Principal ($202,000) on
      October 15, 2008


¡¡è
            Once
      the Company fulfills obligation to plug the Gabriel wells it assumed (must
      be done by July 31, 2008), it will be given a $60,000 credit towards final
      Principal payment





Outside
of the Orbis settlement disclosures above, the Company knows of no material,
active or pending legal proceedings against the Company nor are we involved as a
plaintiff in any material proceeding or pending litigation. There are no
proceedings in which any directors, officers, or affiliates, or any registered
or beneficial shareholder, is an adverse party or has material interest adverse
to the Company's interest.








Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





In
January 2008, the Company issued 400,000 shares of stock to an employee of the
company in exchange for a stock subscription receivable in the amount of
$130,000.  The shares were valued at $300,000 on the date of
issuances.  The shares were sold pursuant to the private offering
exemption under Section 4(2) of the Securities Act of 1933.





On March
1, 2008 the Company issued a warrant to Masynda Corporation in connection with
advisory services to be provided by Masynda.  The warrant provides
Masynda the right to purchase 1,000,000 shares of Company common stock for a
period of five years at an exercise price of $0.17 per share.  The
delivery of the warrant in exchange for services to be rendered was delivered
pursuant to the private offering exemption under Section 4(2) of the Securities
Act of 1933.





Item
3. Defaults Upon Senior Securities





NONE





Item
4. Submission of Matters to a Vote of Security Holders.





NONE





Item
5. Other Information





See the
discussion under Part 1 ¡§C FINANCIAL INFORMATION, Item 2. Management¡ ̄s
Discussion and Analysis of Financial Condition and Results of Operations
regarding information required to be disclosed on From 8-K during the period
covered by this Form 10-Q, but not reported.





Security
holders of the Company may recommend nominees to the Company¡ ̄s board of
directors by directing such nominations to the board of directors at the
Company's principal office.





Item
6. Exhibits





31.1
            Certification
      of Chief Executive Officer of the Company pursuant to 15 U.S.C. Section
      7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.





31.2
            Certification
      of Chief Financial Officer of the Company pursuant to 15 U.S.C. Section
      7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.








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



















SIGNATURES





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








USA Superior Energy Holdings,
Inc.


(the ¡¡ãRegistrant¡¡À)








By:/s/ G. Rowland
Carey


G.
Rowland Carey


President, Chief Executive Officer,


& Chief Financial
Officer








Dated:
May 30, 2008


-8-