Cautionary Statement Regarding Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on page 7, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. References to CA$ refer to Canadian Dollars and references to common shares refer to common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Paradigm" mean Paradigm Oil And Gas, Inc., and its predecessor corporation Paradigm Enterprises, Inc. unless otherwise indicated.

Paradigm is an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the claim we have under option or that commercially viable petroleum reserves exist on the properties we have farmed into or have under option. Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of our projects is determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the respective meanings specified below:
AFE
Authority For Expenditure – form used when wells are drilled by multiple parties to determine the good faith anticipated cost of the subject well and to specify each of the partners expected financial contribution to the drilling and completion costs.
 

APO
After payout – terms of revenue sharing under which the participants receive the proceeds of the well following the point where all costs have been reimbursed including acquisition, drilling and completion.
 

Back-in
The reversionary interest of a farmor, lessor or of an assignor of a lease whereunder the farmer, lessor or assignor is to become entitled to a specific share of the working interest when specified costs have been recovered from production.
 

BOE
Barrels of oil equivalent; converting volumes of natural gas to oil equivalent volumes using a ratio of six Mcf of natural gas to one Bbl of oil.
 

BOPD
Barrels of oil per day.
 

BPO
Before Payout – terms of revenue sharing under which the participants receive the proceeds of the well up to the point where all costs have been reimbursed including acquisition, drilling and completion.
 

Completion
The installation of permanent equipment for the production of oil or gas.
 

Development
Well
A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
 

Drill Spacing
Units (DSUs)
The area prescribed by applicable well spacing regulations for the granting of a permit for the drilling of a well; the area of land assigned in the granting of a well permit; the area in which it has been determined by regulation that one well can efficiently drain. The size of the DSU may vary from 10 acres in oil fields to 640 acres (one section) in gas fields.
 

Dry Hole or Dry
A well found to be incapable of producing hydrocarbons in sufficient quantities such
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Well
that proceeds from the sale of such production exceed production expenses and taxes.
 

Exploratory Well
A well drilled to find and produce oil or gas reserves not classified as proved, to find a new production reservoir in a field previously found to be productive of oil or gas in another reservoir or to extend a known reservoir.
 

Farm-In
See Farm-out (following)
 

Farm-Out
An agreement pursuant to which the owner of a working interest in an oil and gas lease assigns the working interest or a portion hereof to another party who desires to drill on the leased acreage. Generally, he assignee is required to drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary interest in the lease. The interest received by an assignee is a "farm- in" and the assignor issues a "farm-out."
 

Infill Drilling
The drilling of an additional well or wells provided for by an existing spacing order to more adequately drain a reservoir.
 

Mcfg/D
Thousand cubic feet of gas per day - the standard unit for measuring the volume of natural gas from a well or line; MMcf is one million cubic feet (also Mcf, Bcf (billion), Tcf (trillion)).
 

Operator
The individual or company responsible for the exploration, development and production of an oil or gas well or lease.
 

PSI
Pounds per square inch - an indication of the degree of pressure.
 

Reserves
Refers to proved reserves only.
 

RoFeR
Right of First Refusal
 

Royalty
An interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner's royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.
 

Working Interest
An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share of production to which a working interest owner is entitled will always be smaller than the share of costs that the working interest owner is required to bear, with the balance of the production accruing to the owners of royalties.
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Business Development During Last Three Years

Overview

We were incorporated as Paradigm Enterprises, Inc. in the state of Nevada on July 15, 2002 and established a year end of December 31. On February 7, 2005 the Company amended its Articles of Incorporation through the implementation of a 1.5:1 forward split of the Company’s common stock and a name change from Paradigm Enterprises, Inc. to Paradigm Oil And Gas, Inc. based on a resolution of the Directors dated January 17, 2005 and a consent resolution of the shareholders dated January 17, 2005 signed by the holders of greater than 51% of the issued and outstanding shares of the Company.

From July, 2002 to December, 2004, we were in the business of the exploration and development of a mineral property of approximately 1,236 acres in size in south-western, British Columbia. The property was without known reserves and our program was exploratory in nature. As of September 30, 2005, the Company had made option payments totalling $3,180 and exploration expenditure totalling $38,442. Following the receipt of an engineering report discussing the first phase of the planned three-phase exploration program which recommended moving forward with phase II at a cost of $200,000, the Board of Directors decided to abandon its interest in this mineral property and on August 26, 2005 notified the optionor of the Company’s intention to terminate the option which was confirmed by the optionor, without protest, on August 29, 2005. We have not spent anything on research and development activities.

On December 06, 2004, we entered into two participation proposals with Win Energy Corporation, an arms length Calgary, Alberta based private corporation and on January 25, 2005, based on the recommendation of the Board of Directors and the Board’s Nominating and Corporate Governance Committee, we finalized the two agreements whereby we have acquired an interest in two exploratory oil and gas drilling projects in Alberta, Canada for the payment of a total of $358,756 (which includes the return on the sale of 50% of our interest back to Win). Paradigm paid $207,383 to Win to acquire a 10% working interest in the Hillsprings Property (10-34-5-29W4) and paid $298,631 to Win to acquire a 10% working interest in the Todd Creek Property; On June 18, 2005, the Company received a payment of $147,258 from Win for the sale of 50% of the Company’s 10% interest in the Todd Creek Property and currently holds a 5% interest in the project. The Todd Creek well has been drilled and completed and remains in the testing stage. The operators have the well on "tight hole" status. Further news will be released upon the tight hole status being removed by the operator which will not likely occur until the entire field has been completed.

On February 15, 2005, Paradigm entered into a Farmout and Option Agreement with 1132559 Alberta Ltd., a private Alberta corporation whereby Paradigm will farm in to a 5% interest in a test well at Township 91, Range 13 W5M, SE Section 36, and a similar interest in an additional option well at Township 91, Range 12 W5M, NW Section 29 in the Sawn Lake, Alberta, oil and gas project. Paradigm will also have a right of first refusal to participate in each drilling spacing unit through a farm in on the lands held by Deep Well Oil and Gas, Inc. in the Sawn Lake project in which 1132559 Alberta Ltd. has an interest. The final terms of the option for the additional DSUs are yet to be agreed upon by the parties. Paradigm will earn 100% of the farmor’s interest (an undivided 10% interest in the drilling spacing unit) before payout (BPO), reverting to 50% of the farmor’s interest (an undivided 5% interest) after payout (APO). Paradigm will have then earned a 5% interest in the remaining wells to be drilled in that drilling spacing unit. In order to earn its interest in the initial test well, total costs of the test well, estimated to be $173,200, up to the point of commercial oil sales are to be borne one hundred percent (100%) by Paradigm in

order to earn its undivided interest. Total costs, estimated to be $173,200, of the option well up to the point of commercial oil sales are also to be borne one hundred percent (100%) by Paradigm in order to earn its undivided interest. Subsequent to year end, the Corporation received an AFE for the expenditure required to place a separator in the well to separate the gas and the petroleum fluids being produced by the completed well. It will take some months to gain any results from the separator operation.

We have not been involved in any bankruptcy, receivership or similar proceeding nor has there been any material reclassification or merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business

Our Current Business

We were incorporated as Paradigm Enterprises, Inc. in the State of Nevada on July 15, 2002 and established a fiscal year end of December 31. On February 07, 2005, our name was changed to Paradigm Oil And Gas, Inc. and a forward split of the common stock was effected on a one and one-half new shares for one old share basis (1:1.5) . We are a start-up, exploration stage company engaged in the search for oil and gas deposits; we have not yet generated or realized any revenues from our business operations. Our statutory registered agent's office is located at 251 Jeanell Drive, No. 3, Carson City, Nevada 89703 and our business office is located at Number 983, 105 -150 Crowfoot Crescent, Calgary, Alberta Canada T3G 3T2. The telephone number of our office is (403) 816-6745.

Our office facilities are currently provided to us by Wiktor Musial, our director and President, without charge, but such arrangement may be cancelled at anytime without notice. As our business activities continue, we anticipate that we will be required to pay a pro rata share of the rent incurred for the facilities that we occupy. Specific direct expenses incurred such as telephone and secretarial services are charged back to Paradigm at cost on a quarterly basis.

MINERAL EXPLORATION

On October 30, 2003, Brian C. Doutaz, our then President and a member of the board of directors, acting as trustee on our behalf, optioned a mineral property containing one mining claim in British Columbia, Canada by entering into an Option To Purchase And Royalty Agreement and Amendment thereof dated October 17, 2004 with Kester E. Tomkies, the beneficial owner of the claim, a private arms-length British Columbia individual, to acquire the claim by making certain expenditures and carrying out certain exploration work on the claim. A Trust Agreement and Amendment thereof between Paradigm and Mr. Doutaz was established to avoid having to pay additional fees and establish a local subsidiary at this early stage of our corporate development.

To date we have spent $54,132 on mineral interest acquisition and exploration costs but have not spent anything on research and development activities.

We engaged the services of Mr. R. T. Heard, P. Eng., author of the initial report, to perform the phase I work on the claim. Mr. Heard is a registered Professional Engineer in good standing in the Association of Professional Engineers and Geoscientists of British Columbia. He is a graduate of Haileybury School of Mines, (1958) and of the Montana College of Mineral Science and Technology, Butte, Montana. He holds a B. Sc. in Geological Engineering, (1971) and has practiced his profession as an Exploration Geologist for over 40 years and as a Professional Engineer for the past 28 years.

His report on the first phase of the exploration program was received and reviewed during the mid portion of 2005. The report recommended that based upon the relative success of the evaluation of the work program that additional claims be acquired adjacent to the existing claims and that further work be carried out on the claims in 2006. The anticipated cost of the 2006 program would be approximately $200,000.

As a result of the Board of Directors mandate to continue in the petroleum exploration industry, Paradigm decided to abandon its interest in this mineral property and on August 26, 2005 notified the optionor of the Company’s intention to terminate the option which was confirmed by the optionor, without protest, on August 29, 2005.

PETROLEUM EXPLORATION

On December 06, 2004, we entered into two participation proposal agreements with Win Energy Corporation, an arms-length Calgary, Alberta based private corporation whereby the Corporation could acquire an interest in two oil and gas drilling projects in Alberta, Canada for the payment of a total of $506,014 (subsequently reduced to $358,756 with the sale of half of the interest back to Win in June, 2005). On January 25, 2005, based on the recommendation of the Board of Directors and the Board’s Nominating and Corporate Governance Committee, the Corporation concluded final payments and finalized the agreements.

HILLSPRINGS PROPERTY

Paradigm paid $207,383 to Win to acquire a 5% working interest in one section (640 acres) in the Hillsprings Property (Township 10, Range 34, Section 29 W4), Alberta, Canada;

TODD CREEK PROPERTY

Paradigm paid $298,631 to Win to acquire a 10% working interest in 13.75 sections (8800 acres) in the Todd Creek Property, Alberta, Canada. In June, 2005, we sold 50% of our interest back to Win for net proceeds of $127,348; as of the date of this report, Paradigm holds a 5% in the Todd Creek property and has paid a net cost of $127,348 to acquire its interest.

SAWN LAKE PROJECT

On February 15, 2005 Paradigm entered into a Farmout and Option Agreement with 1132559 Alberta Ltd., a private Alberta corporation whereby Paradigm will farm in to a 5% interest in a test well at Township 91, Range 13 Section 36 W5M SE , and a similar interest in an additional option well at Township 91, Range 12, Section 29 W5M NW in the Sawn Lake, Alberta oil and gas project. Paradigm will also have a right of first refusal to participate in each drilling spacing unit through a farm-in on the lands held by Deep Well Oil and Gas in the Sawn Lake project in which 1132559 Alberta Ltd has an interest. The final terms of the option for the additional DSUs are yet to be agreed upon by both parties.

Paradigm will earn 100% of the farmor’s interest (an undivided 10% interest in the drilling spacing unit) before payout (BPO), reverting to 50% of the farmor’s interest (an undivided 5% interest) after payout (APO). Paradigm will have earned a 5% interest in the remaining wells to be drilled in that drilling spacing unit.

In order to earn its interest in the initial test well, total costs of the test well, estimated to be CA $216,489, up to the point of commercial oil sales are to be borne one hundred percent (100%) by Paradigm. Total costs, estimated to be CA $216,489, of the option well up to the point of commercial oil sales are also to be borne one hundred percent (100%) by Paradigm in order to earn its undivided interest. Payment of the full AFE amount is due upon invoicing of Paradigm by the operator (1132559 Alberta Ltd.) for each of the test and option wells. Paradigm is now a full participant in the well which is currently under testing and has commenced negotiations with the operator as to the availability of additional DSUs and other opportunities to participate in other wells to be drilled by the operator in the area.