Attached files
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
February 1,
2010
Date of
Report
Paradigm Oil & Gas,
Inc.
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Nevada
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333-103780
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33-1037546
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(State
or other Jurisdiction)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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27
Chicora Ave
Toronto, On M5R
1T7
(Address
of Principal Executive Offices)
(416)
928-3095
(Registrant’s
Telephone Number, including area code)
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
2 - FINANCIAL INFORMATION
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
BUSINESS
Effective
January 28, 2010, Paradigm Oil & Gas Inc. (the "Company"), a Nevada
corporation, entered into a Share exchange agreement with the shareholders of
Intergrated Oil and Gas Solutions Inc. (the "Acquired company") a Texas
corporation, whereby the Company has issued 42,000,000, US$.001 Par value common
shares to unrelated shareholders in exchange for their one hundred percent
(100%)interest in all of the capital stock of the Acquired
company The Acquired company is now a 100% subsidiary of the
Company.
Prior to
the Acquisition, there were 188,000 shares of the Company's Common Stock
outstanding. Immediately following the Acquisition, there are 42,188,000 shares
of Common Stock outstanding.
The
Acquired company holds 100% working interests in certain oil and gas leases
along with certain Oil and Gas production equipment.
The oil
and gas properties are comprised of 4 leases totalling approximately nine
hundred and thirty four (934) net mineral Acres, all located in the State of
Texas, USA. 692 acres in Kaufman County, carry a 80% Net Revenue Interest, 40
acres located in the County of Wood, carry a 80% Net Revenue Interest, 122.37
acres located in the County of Henderson carry a 81.25% Net Revenue Interest and
80 acres in the County of Wichita carry a 75% Net Revenue Interest. Combined
there are a total of 9 existing previously producing wells and available spacing
to support the drilling of approximately 30 new wells in the 3800’ to 9000’
range and approximately 50 new wells in the 800’ to 1,800’ range.
SECTION
3 – SECURITIES AND TRADING MARKETS
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In
connection with the Acquisition (described above in Item 2.01), the shareholders
of the acquired company, who were all unrelated to the Company, exchanged all of
their common shares in the acquired company which represented 100% of the common
shares issued and outstanding in the acquired company for 42,000,000, US$ .001
par value common shares of the Company's Common Stock.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM
5.01 CHANGE IN CONTROL OF REGISTRANT
With the
issuance of 42,000,000 shares of Common Stock to Integrated Oil and Gas
Solutions Inc shareholders, 27,594,000 were issued to Black Pearl Petroleum LLC
(BPL) in connection with the Acquisition. BPL became the holder of approximately
65.41% of the voting securities of the Company. The change of control of the
Company was effected solely by the issuance of newly issued shares of the
Company to BPL upon the Acquisition without any other
consideration.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(1) Not
applicable.
(2)
Immediately following the Acquisition, Brian Kennedy was appointed as a director
of the Company effective immediately subject to regulatory approval by
resolution of the Board of Directors, dated January 28, 2010.and Brian Kennedy
was then appointed as Chief Financial Officer of the company
.
(3) See
5.02(d)
(4) The
following is information related to the persons appointed by the directors on
January 28, 2010 to fill the director and officer positions.
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NAME
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AGE
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POSITION
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Brian
Kennedy
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54
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Director/CFO
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Mr.
Kennedy has over 30 years of business experience, which during his career has
held several CEO and CFO positions with both Public and Private Companies. His
experience spans areas of General Management, Business Planning, Accounting and
Financial Reporting, Cash Flow Management and Treasury Functions, Business
Development, Intellectual Property and Licensing, Mergers and Acquisitions, and
Board of Director positions.
He has a
proven track record of successfully launching early stage companies and managing
growth situations with an emphasis in emerging technologies applied to oil and
gas and technology sectors. Most notably he was CEO of Luxell Technologies,
listed on the Toronto Stock Exchange, where under his leadership, raised over
$45 million in Capital and grew the Company from a $.25 share value to over
$9.00.
He has
participated in several new drilling programs and secondary oil and gas recovery
projects where new technologies have been applied to restart and increase the
production output of previously producing wells.
Mr.
Kennedy is a Chartered Accountant and has a Bachelor of Business Administration
degree from York University located in Toronto Canada.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
1. FINANCIAL
STATEMENTS OF BUSINESS ACQUIRED
It is
impractical to provide the required financial statements at the date of the
filing of this Form 8-K. The required financial statements will be provided as
soon as practicable, but no later than seventy-one calendar days from the due
date of this filing on Form 8-K/A.
2. PRO
FORMA FINANCIAL INFORMATION
It is
impractical to provide the required financial statements at the date of the
filing of this Form 8-K. The required pro forma financial statements will be
provided as soon as practicable, but no later than seventy-one calendar days
from the due date of this filing on Form
3. EXHIBITS
Exhibit 10.1 Form of
Acquisition Agreement and Plan Of Share Exchange, dated as of January 28, 2010
by and among the Company and Intergrated Oil & Gas Solutions Inc. and it’s
Shareholders.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
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Paradigm
Oil & Gas, Inc
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DATED:
January 28, 2010
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/s/ Marc
Juliar
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Marc
Juliar
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President,
and Director
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