U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

         X           Annual report under Section 13 or 15(d) of
      -------        the Securities Exchange Act of 1934
                     For the fiscal year ended December 31, 1996

                                       or

      _______        Transition report under Section 13 or 15(d) of the
                     Securities Exchange Act of 1934
                     For the transition period from ________ to ________


                         Commission File Number: 0-28836

               PARADIGM ADVANCED TECHNOLOGIES, INC.
          (Name of Small Business Issuer in Its Charter)

            Delaware                         33-0692466
 (State or Other Jurisdiction of            (IRS Employer
 Incorporation or Organization)          Identification No.)
 
       5140 Yonge Street
           Suite 1525
       North York, Ontario
             Canada                            M2N 6L7
 (Address of Principal Executive             (Zip Code)
            Offices)

 Registrant's telephone number, including area code: (416) 222-9629

 Securities Registered Pursuant to Section 12(b) of the Act: None

    Securities Registered Pursuant to Section 12(g) of the Act:

                                        Name of Each Exchange
      Title of Each Class:              on which Registered:
     Common Stock, par value                    None
        $0.0001 per share


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      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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  __

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB[ ].

      The issuer's revenues for its most recent fiscal year were $55,689.

      The  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of April 9, 1997 is $2,007,258.

      The number of shares  outstanding of the Registrant's  Common Stock, as of
March 31, 1997 was 15,440,445 shares of Common Stock.



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Item 13.  Exhibits, List and Reports on Form 8-K

     (a)  Index to Financial Statements (each item was previously filed with 
          the SEC as part of the Company's Form 10-KSB for the period ended 
          December 31, 1997 and is not included in this amendement.)

          Report of Independent Auditors, page F1
          Financial Statements
               Balance Sheets - December 31, 1996, September 30, 1996 and
               June 30, 1996, page F2
               Statement of Income for the year ended December 31, 1996
               (from inception) and the fiscal quarter ended December 31,
               1996, page F5
               Statement of Share Capital from Inception (January 12, 1996
               through December 31, 1996), page F7
               Statements of Cash Flows for the year ended December 31, 1996
               Notes to Financial Statements, page F9

Exhibits

          3.1*      Certificate of Incorporation of the Company.
          3.2*      By-Laws of the Company.
          4.1*      Stock Option Plan.
          10.1*     Distributor Agreement with Alpha Systems Lab, Inc.,
                    dated November 29, 1995, together with Amending Agreement,
                    dated January 24, 1996.
          10.2*     Consulting Agreement with Jack Y.L. Lee, dated 
                    February 1, 1996.
          10.3*     Consulting Agreement with David Kerzner, dated
                    February 1, 1996.
          10.4*     Consulting Agreement with Industry Marketing Service,
                    dated January 1, 1996.
          10.5*     Agreement with Sarah Casse, dated January 12, 1996.
          23.1**    Consent of Bromberg & Associate.
          27.0      Financial Data Schedule (filed electronically herewith)

----------
*    Previously filed with the SEC as Exhibits to, and incorporated herein by
     reference from, the Company's Registration Statement on Form 10-SB, as
     amended filed with the SEC on August 1, 1996.

**   Previously filed with the SEC as Exhibits to, and incorporated herein by
     reference from, the Company's Registration Statement on Form SB-2, as
     amended, filed with the SEC on December 31, 1996, as amended.

(b)  No reports on Form 8-K were filed during the fiscal year 1996.

      



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                                   SIGNATURES

      In  accordance  with Section 13 or 15(d) of the Exchange Act of 1934,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                    PARADIGM ADVANCED TECHNOLOGIES, INC.



                                    By: /s/ Jack Y.L. Lee
                                    Jack Y. L. Lee
                                    Chief  Executive   Officer  and
                                    Chief Financial Officer



                                    By: /s/ David Kerzner
                                    David Kerzner
                                    President


      Pursuant to the  requirements  of the Exchange  Act,  this Report has been
signed below by the following persons on behalf of the Company in the capacities
and on the date indicated.

           Signature                Title                Date

/s/ Jack Lee             President, Chief Executive    April 18, 1997
Jack Lee                 Officer, Chief Financial
Officer                  and Director

/s/ David Kerzner        President and                 April 18, 1997
David Kerzner            a Director


/s/ Jacob Kerzner        Director                      April 18, 1997
Jacob Kerzner


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