SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date Ofof Report (Date Ofof ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~March~~April 1328, 2010

Superior Oil and Gas Co.

(Exact ~~Name~~name Ofof ~~Registrant~~registrant Asas ~~Specified~~specified Inin ~~Charter~~its charter)

Nevada	000-50173	87-0537621
(State Or Other Jurisdiction Of Incorporation Or Organization)	(Commission File No.)	(IRS Employee Identification No.)

Nevada

(state of

incorporation)

000-50173

(Commission File Number)

87-0537621

(IRS Employer

I.D. Number)

844 South Walbaum Road

Calumet, OK 73014

(~~Current Address of Principal Executive Offices~~405) 884-2080

~~Phone~~(Address and telephone number: ~~(405) 884-2080~~of registrant's principal

~~(Issuer~~executive ~~Telephone~~offices ~~Number~~and principal place of business)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~oWritten~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~oSoliciting~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~oPre~~o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

~~oPre~~o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

1Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Section~~(c) On 1April –28, ~~Registrant’s~~2010 ~~Business~~the ~~and~~directors ~~Operations~~of the registrant appointed Dan Lloyd, Jr. to serve as Vice President.

~~Item~~Mr. Lloyd, 44, has performed 1consulting work for the registrant since 1999 and became director of operations in 2009.01 He is the son of Dan Lloyd, Sr., now deceased, founder of the registrant. ~~Entry~~In ~~into~~addition to work performed for the registrant, Mr. Lloyd was also director of operations for Big Daddy’s BBQ Racing Co. and served as a ~~Material~~director ~~Definitive~~of ~~Agreement~~that company from 1998 until 2009. All of the services were performed in or out of Oklahoma City.

(d) On ~~March~~ 13April 28, 2010, the ~~Registrant~~directors ~~entered~~elected ~~into~~Dan aLloyd ~~material~~Jr. ~~definitive~~to ~~agreement~~serve ~~not~~as ~~made~~a indirector of the ~~ordinary~~registrant ~~course of its business. The parties~~ to ~~the~~fill ~~agreement other than~~ the ~~Registrant~~vacancy ~~are~~on ~~Sam Guttman and~~ the ~~Weiss~~board ~~Family~~created ~~Trust~~by ~~(herein “Guttman/Weiss”), both of~~ the ~~New~~death ~~York City area and both~~ of ~~whom have invested~~Dan ~~significant~~Lloyd, ~~sums~~Sr. in ~~some of the Registrant’s oil and gas drilling prospects~~2008.

~~The~~Dan ~~major~~Lloyd, Jr. will serve as an officer ~~provisions~~and director until the next annual meeting of shareholders of the registrant. He ~~agreement~~has ~~are~~no asfamily ~~follows:~~relationship with any director or executive officer of the registrant.

~~Guttman/Weiss will~~There ~~convert~~are ~~one-half~~no oftransactions, ~~their~~since ~~50%~~the beginning ~~interest~~of inthe ~~three~~registrant's ~~oil~~last ~~and~~fiscal ~~gas~~year, ~~leasehold estates located~~or inany ~~Logan~~currently ~~County~~proposed transaction, ~~Oklahoma~~in ~~into~~which ~~140~~the ~~million~~registrant ~~shares~~was ~~of the~~or ~~Registrant’s~~is ~~common~~to ~~stock. Guttman/Weiss’s~~be ~~interest~~a inparticipant ~~the~~and ~~three~~the ~~leases~~amount ~~was~~involved ~~purchased~~exceeds $120,000, and in ~~2007~~which ~~from~~Dan ~~Superior~~Lloyd, ~~and~~Jr. ~~three~~had ~~producing~~or ~~wells~~will ~~were~~have a ~~drilled~~direct onor ~~the~~indirect ~~three~~material ~~leases~~interest.

In connection with the above agreement, Superior will seek shareholder approval of an amendment to its articles of incorporation increasing its authorized capital stock to 300 million shares of Common Stock and 100 million shares of Preferred Stock. 10 million shares of the Preferred Stock are to be designated as Class A Voting Convertible Preferred Stock. Each share of the Class A Preferred will have the right to cast 14 votes, the right to be converted into 14 shares of Common Stock and the rights of the Common Stock in all other respects. The 10 million shares of Series A Voting Convertible Preferred Stock will be issued to certain members of the Registrant’s management and its agents in payment of unpaid services already rendered by such persons to the Registrant.

SIGNATURES

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

~~Dated~~Date: May ~~March 15~~4, 2010

~~Superior~~SUPERIOR ~~Oil~~OIL ~~and~~AND ~~Gas~~GAS CoCO. By: /s/ B.J. Sparks B.J. Sparks, President

Filing Compare · SUPERIOR OIL & GAS CO