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

                                  Form 10-KSB/A

                                Amendment No. 1


(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, 1999

                    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.)
       1 Concorde Gate, Suite 201
            Toronto, Ontario
             Canada M3C 3N6                               M3C 3N6
(Address of Principal Executive Offices)                 (Zip Code)

      Registrant's telephone number, including area code:  (416) 447-3235

       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


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 ___
         ___


     This filing amends and supplements the Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission (the "SEC") on April 14, 2000 by
Paradigm Advanced Technologies, Inc. (the "Company") (the "Form 10-KSB"). The
purpose of this filing is to add an exhibit required to be included in Item 14.
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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/  David Kerzner
                       -------------------------------------
                         David Kerzner
                         President, Chief Executive Officer
                         and Director

     Each person whose signature appears below hereby constitutes and appoints
David Kerzner his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Report, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying all
that said attorney-in-fact and agent or his substitute or substitutes, or any of
them, may lawfully do or cause to be done by virtue hereof.

     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/  David Kerzner
----------------------   President, Chief Executive       April 17, 2000
David Kerzner            Officer (Principal Executive
                         Officer) and Director


         *
----------------------   Chief Financial Officer          April 17, 2000
Selwyn Wener             (Principal Financial Officer)


         *
----------------------   Director                         April 17, 2000
Jacob Kerzner


By:  /s/ David Kerzner
     -------------------
       David Kerzner
       ATTORNEY-IN-FACT

* Signed by David Kerzner under
  power of attorney

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

     (a)  Index to Financial Statements
          Report of Independent Auditors
          Financial Statements
               Balance Sheets at December 31, 1998 and 1999
               Statement of Income for the years ended December 31, 1998 and
               1999
               Statements of Deficit for the years ended December 31, 1998 and
               1999
               Statements of Cash Flows for the years ended December 31, 1998
               and 1999
               Notes to Financial Statements

Exhibits

2.1*   Agreement dated as of February 18, 2000 between Paradigm Advanced
       Technologies, Inc., Watson & Associates International Corp., Eduardo
       Guendelman and Harry Zarek relating to the purchase of PowerLOC
       Technologies Inc. in Trust.

3.1*   Certificate of Incorporation of the Company.

3.2*   By-Laws of the Company.

3.3    Certificate of Amendment to Certificate of Incorporation.

4.1    Form of Subscription Agreement relating to January, February and March
       2000 private placements.

4.2    Form of Warrant relating to January, February and March 2000 private
       placements.

4.3    Form of Debenture relating to 1999 private placements.

10.1*  Consulting Agreement with David Kerzner, dated February 1, 1996.

10.2*  Paradigm Advanced Technologies, Inc. Stock Option Plan.

10.3   Agency Agreement dated as of June 10, 1998 by and between Eastern
       Investments, LLC and Paradigm Advanced Technologies, Inc. including
       Amendments dated as of October 10, 1998, November 6, 1998,
       January 15,1999, December 9, 1999 and February 9, 2000.

10.4   License Agreement dated as of June 10, 1998 by and between Eastern
       Investments, LLC and Paradigm Advanced Technologies, Inc. including
       Amendments dated as of October 10, 1998, November 6, 1998, January 15,
       1999 and February 2, 2000.

10.5   Consulting Agreement with Jacob International, Inc. dated as of March 7,
       2000.

23.1   Consent of Bromberg & Associate.

24.1   Power of Attorney (included in the signature page to this report).

27.1   Financial Data Schedule.

_______________

   *   Previously filed with the SEC as an Exhibit to, and incorporated herein
       by reference from, the Company's Current Report on Form 8-K, filed with
       the SEC on April 14, 2000.

  **   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)  There were no Reports on Form 8-K filed during the last quarter of 1999.