UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act~~1934

Date of ~~Report~~report (Date of earliest event reported): ~~November 17~~June 11, ~~2011~~2012

~~Paradigm~~PARADIGM ~~Oil~~OIL & ~~Gas~~GAS, ~~Inc~~INC.

Nevada	333-103780	33-1037546
(State or other Jurisdiction)	(Commission File No.)	(IRS Employer I.D. No.)

(Exact Name of Registrant as Specified in Charter)

123 E. Market St
Nevada	333-103780	33-1037546
Mabank, Texas,	75147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

~~903-880-1161~~100 Mredith St

~~(Registrant’s~~P Box ~~Telephone Number, including area code)~~280

Eustace, Texas 75124

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 214-784-3103

(Former Name or Former Address, if Changed Since Last Report)

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))

oItem ~~Soliciting~~5.01 Changes ~~material~~in ~~pursuant~~Control toof ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Registrant

o(1) ~~Pre-commencement~~Mr. ~~communications~~Todd ~~pursuant~~Violette tois ~~Rule~~the ~~14d-2(b)~~new ~~under~~controlling ~~the~~shareholder ~~Exchange~~of ~~Act~~Paradigm ~~(17~~Oil ~~CFR~~& ~~240~~Gas, Inc.~~14d-2~~ (bthe “Company”)).

~~o Pre-commencement~~(2) ~~communications~~Mr. ~~pursuant~~Violette became the controlling shareholder of the Company on June 11, 2012 when he was hired to ~~Rule~~be ~~13e-4~~the Company’s President and Chief Executive Officer (c“CEO”). ~~under~~Mr. Violette’s compensation for becoming the ~~Exchange~~CEO ~~Act~~is Twenty Million (1720,000,000) ~~CFR~~common shares and One Million (1,000,000) series A preferred shares of the Company and he will earn a salary of Two Hundred Forty Thousand Dollars ($240,000.~~13e-4(c~~00)) per year. The Company’s board of directors believed that in order to retain and attract a CEO and President to build out the business for the benefit of the shareholders such an offer was necessary.

~~ITEM~~(3) Mr. Violette’s control stems from the One Million (1,000,000) series A preferred shares, each share of which has Five Thousand (5,000) votes.~~01:~~ ~~Entry~~The ~~into~~Series ~~Material~~A ~~Definitive~~preferred ~~Agreement~~shares were designated for the express purpose of retaining a qualified CEO.

~~On October 24, 2011, Paradigm Oil and Gas, Inc.~~ (~~the “Corporation”~~4) ~~entered~~Mr. ~~into a Private Placement consisting of a 4¾% convertible debenture in the principal amount of $200,000 and an equity investment agreement to purchase up to $2,000,000 of the Corporation~~Violette’s ~~common,~~consideration ~~with~~for ~~La Jolla Cove Investors, Inc. (~~the ~~“Purchaser”). In~~controlling ~~addition,~~interest ~~and~~is athis ~~Purchaser's~~service ~~sole~~to ~~discretion, Purchaser may purchase, at any time a second debenture on~~ the ~~exact~~Company ~~terms~~ as ~~the first convertible debenture in the amount of $300~~CEO,~~000~~ ~~and~~which ~~enter~~must ~~into a second equity investment agreement on the exact terms as the first equity investment agreement except that the amount should~~ be ~~$3,000,000. The~~for ~~convertible~~a ~~debenture~~minimum ~~was~~of ~~funded~~Two on(2) ~~November 17, 2011~~years.

The convertible notes mature in four years, at a 4¾% per annum interest rate and call for monthly interest payments with the principal due on maturity. The number of shares into which this debenture can be converted is equal to the dollar amount of this debenture being converted, divided by the quotient of the conversion price divided by 10, plus the debenture amount being converted divided by the conversion Price. The conversion price is equal to the lesser of (i5) ~~$0.60, or (ii) 70% of the average of the 3 lowest volume-weighted average price (“VWAP”) during the twenty-one Trading Days prior to the date of the Conversion Notice.~~N/A

~~The~~(6) ~~equity~~Control ~~investment~~was ~~agreement~~assumed ~~also~~from ~~matures~~Brian ~~in four years and each investment under the equity investment agreement will be made pursuant to the following schedule:~~Kennedy.

·(7) ~~60%~~Control ofwas assumed with the ~~investment~~understanding ~~will~~that ~~purchase~~Mr. ~~Common~~Brian ~~Stock~~Kennedy atwould ~~75%~~resign as a director of the ~~volume-weighted~~Company ~~average~~leaving ~~price~~Ms. ~~("VWAP")~~Terry onRutter as the ~~day~~Company’s ~~prior~~only director. Cameron Cravey and Shannon Cravey would be hired to operate the ~~day~~Company’s ~~the~~wholly ~~investment~~owned subsidiary, Integrated Oil and Gas Solutions Corp. Mr. Violette is ~~made~~currently the Chief Executive Officer of Lighthouse Petroleum, Inc. (“LHPT”) and he will be exploring opportunities for the Company and LHPT to joint venture or merge in a manner that will seek to maximize shareholder value for both companies.

·(8) ~~40% of the investment will purchase Common Stock at 100% of the VWAP on the day prior to the day the investment is made~~N/A

~~ITEM~~Item 95.~~01: FINANCIAL~~02 ~~STATEMENTS~~Departure ~~AND~~of ~~EXHIBITS~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

(a)	Financial Statements: None
(b)	Pro Forma Financial Information: None
(c)	Shell Company Transactions: None
(d)	Exhibits:
10.3	4¾% convertible debenture
10.4	Equity investment agreement
10.5	Securities purchase agreement

(a)(1) Brian Kennedy has resigned as a director of the Company leaving Ms. Terry Rutter as the only member of the doard of directors. Mr. Kennedy’s resignation was not for cause or due to any disagreement with the Company, but in relation to the retention of Mr. Violette as CEO and his assumption of control of the Company.

(1) Mr. Violette was appointed CEO on June 11, 2012.

(2) Information required by items 401(b),(d), and (e) and Item 404(a) of Regulation S-K:

401(b): Mr. Violette is CEO and President of the Company; he will serve for a minimum term of Two (2) years; he was appointed CEO with the understanding that Mr. Brian Kennedy would resign as a director of the Company and Cameron Cravey and Shannon Cravey would be hired to operate the Company’s wholly owned subsidiary, Integrated Oil and Gas Solutions Corp.

401(d): No family relationship exists between Mr. Violette and any of the Company’s officers, directors, affiliates, or beneficial owners.

401(e): Mr. Violette had been self-employed for the Fifteen (15) years prior to his becoming the Chief Executive Officer of LHPT.

404(a) Mr. Violette is the managing member of Barclay Lyons, LLC and the Company currently has outstanding balance on a note due and payable to Barclay Lyons LLC in excess of $35,000.00 USD.

Item 9.01 Financial Statements and Exhibits

9.10 Employment Agreement with Todd Violette

9.17 Separation Agreement with Brian Kennedy

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	Paradigm Oil & Gas, Inc
DATED: November 21, 2011	/s/ Brian Kennedy
	Brian Kennedy
	Chief Financial Officer and Director

Date: June 15, 2012	Paradigm Oil & Gas, Inc. By: /s/: Todd Violette Name: Todd Violette Title: President and Chief Executive Officer

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