- Quarterly Report (10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarter year ended June 30, 2011

[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____ to _______

Commission file number: 333-103780

PARADIGM OIL AND GAS, INC.

(Exact name of small business issuer in its charter)

 Nevada 33-1037546
-------------------------------- -------------------
 (State or other jurisdiction of (I.R.S. Employer
 incorporation or organization) Identification No.)

 123 E. Market St 75147
 Mabank, Texas,
 United States of America
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 (Address of principal executive offices) (Zip Code)

Issuer's telephone number: (903) 880 1161

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No [X]

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 [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. 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 the 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 Smaller reporting company [X] (Do not check if a smaller reporting company) filer

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

The Company's stock is traded on the OTC-BB. As of August 22, 2011, there were 23,887,826 shares of stock held by non-affiliates. As of August 22, 2011, 54,803,140 shares of the common stock of the registrant were outstanding.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PARADIGM OIL AND GAS, INC.
(An Exploration Stage Company)

Index to Consolidated Financial Statements

 Page
 -----

Consolidated Balance Sheets at June 30, 2011 and December 31, 2010..... F-2

Consolidated Statements of Operations for the three and six months
 ended June 30, 2011 and three months ended June 30, 2010 and for
 the periods from January 28, 2010 (inception) through June 30, 2010
 and through June 30, 2011............................................ F-3

Consolidated Statements of Comprehensive (Loss) for the six months
 ended June 30, 2011 and for the periods from January 28, 2010
 (inception) through June 30, 2010 and through June 30, 2011.......... F-4

Consolidated Statement of Changes in Shareholders' Equity for
 the period from January 28, 2010 (inception) through June 30, 2011... F-5

Consolidated Statements of Cash Flows for the six months ended
 June 30, 2011 and for the periods from January 28, 2010 (inception)
 through June 30, 2010 and through June 30, 2011...................... F-6

Notes to Consolidated Financial Statements............................. F-7

PARADIGM OIL AND GAS, INC.
(An Exploration Stage Company)

Consolidated Balance Sheets
June 30, 2011 and
December 31, 2010

 June 30, December 31,
 2011 2010
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 (Unaudited)
 Assets
Current assets:
 Cash $ 24,177 $ 68,644
 Employee advances 7,559 7,059
 Note receivable 28,050 25,050
 Related party receivable 60,264 45,807
 Inventory 7,823 7,823
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 Total current assets 127,873 154,383
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 Furniture and fixtures,
 net of $ 4,183-$ 2,436 in
 accumulated depreciation 20,169 22,605
 Production equipment 196,124 196,124
 Natural gas and oil properties
 Unproved (Note 3) 601,566 601,566
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 817,859 820,295
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 Bond RRC 52,500 52,500
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 Total assets $ 998,232 $ 1,027,178
 ============= =============

 Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable and accrued liabilities $ 192,036 $ 168,210
 Advances from shareholder 62,046 76,546
 Short term convertible notes and accrued
 interest 147,669 143,885
 Short term loan 4,110 --
 Note payable and accrued interest 101,609 96,066
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 Total current liabilities 507,470 484,707
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 Total liabilities 507,470 484,707
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Shareholders' equity:
 Preferred stock, $.001 par value, 10,000,000
 shares authorized, none issued or
 outstanding -- --
 Common stock, $.001 par value; 300,000,000
 shares authorized, 54,803,140 and 53,287,826
 shares issued and outstanding 54,804 53,288
 Additional paid-in capital 3,138,786 2,981,174
 Accumulated deficit during the exploration
 stage (2,681,163) (2,477,707)
 Accumulated comprehensive income (21,665) (14,284)
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 Total shareholders' equity 490,762 542,471
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 $ 998,232 $ 1,027,178
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