Paradigm Oil and Gas Inc (PDGO)

[Rich]

Hmmm...

Rule 12g-4

An issuer which files a Form 12b-25 for an extension of the period for filing a Form 10-K, and which subsequently files a Form 15 pursuant to Rule 12g-4 prior to the expiration of the extension, would still be required to file the Form 10-K. Rule 12g-4 does not suspend the obligation to file the Form 10-K because the Form 10-K was due before the Form 15 was filed.

Rule 12g-4 immediately suspends Section 13(a) reporting requirements that arise from Section 12(g) registration but does not affect any reporting requirement under Section 15(d) of the Exchange Act that becomes operative in connection with the termination of Section 12(g) registration.

The filing of a notification on Form 15 pursuant to Rule 12g-4 immediately suspends an issuer's obligation to file periodic reports pursuant to Section 13(a) when filed, but the issuer's obligations under Section 14(a) continue until the effective date of the issuer's Section 12(g) deregistration.

Following a tender offer, a company has sufficiently few shareholders to file a Form 15 pursuant to Rules 12g-4 and 12h-3. Subsequently, the company will have a back-end merger. The Division staff ordinarily will not accelerate termination of Section 12(g) registration under Rule 12g-4 where an Exchange Act event is anticipated. Accordingly, the company will be required to file a Schedule 14A proxy statement or a Schedule 14C information statement relating to the back-end merger during the 90-day period between filing the Form 15 and termination of registration pursuant to Rule 12g-4.

http://www.sec.gov/interps/telephone/cftelinterps_exchangeactrules.pdf