8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

December 23, 2002

Date of Report (Date of earliest event reported)

PARADIGM ADVANCED TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State of other jurisdiction of incorporation)

028836
(Commission File) 33-0692466
(IRS Employer Identification Number)

30 Leek Crescent, Suite 103
Richmond Hill, Ontario, Canada L4B 4N4

(905) 764-3701
(Address of Principal Executive Offices)

(Former name of former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 5: OTHER EVENTS
	ITEM 7: EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1

     ITEM 5: OTHER EVENTS

     On December 23, 2002, Paradigm Advanced Technologies, Inc. provided disclosure regarding the status of its current financing activities involving the private placement of certain senior subordinated secured convertible notes.

     ITEM 7: EXHIBITS

     The following exhibits are filed with this report:

Exhibit Number	Description
99.1	Press Release dated December 23, 2002 of Paradigm Advanced Technologies, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARADIGM ADVANCED TECHNOLOGIES, INC.
Date: January 29, 2003	By:	/s/ David Ellis
		David Ellis Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated December 23, 2002 of Paradigm Advanced Technologies, Inc.

EX-99.1 3 f87092exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 COMPANY CONTACT: David Ellis, Chief Financial Officer: (905) 764-3701, extension 301, or dellis@powerloc.com PRESS RELEASE PARADIGM ADVANCED TECHNOLOGIES ANNOUNCES LIMITED PRIVATE PLACEMENT TORONTO, Ontario, December 23, 2002 - Paradigm Advanced Technologies, Inc. (Pinksheets: PRAV) announced today the status of its current financing activities through a private placement of its senior subordinated secured convertible notes. The Company's current objective is to raise approximately U.S. $4,000,000, subject to market and other conditions, and it has raised U.S. $1,225,000 in multiple closings to date. Paradigm intends to use the net proceeds from the financing for business development and other general corporate purposes, including an acceleration of its product research and development efforts, completing Paradigm's re-audit of its financial statements and enabling the Company to pursue its strategic objectives. The Company currently has up to U.S. $4,700,000 in outstanding liabilities and a working capital deficit of approximately U.S. $1,070,000, subject to any corrections or adjustments that may result from the Company's announced review of its historical financial statements since inception. To increase its working capital, the Company is engaged in a private placement involving the sale of its senior subordinated secured convertible notes. The private placement is ongoing and is directed exclusively to "accredited investors" within the meaning of the United States federal securities laws, and to "qualified" investors within the meaning of the Ontario Securities Act. Stockholders of the Company and other investors who meet these restrictions will be considered for inclusion in the placement. The notes carry 8% annual interest, mature June 1, 2004, and are secured by the assets of the Company. The notes are subordinated to some outstanding indebtedness of one of the Company's subsidiaries, but are senior to the Company's other indebtedness. The notes are convertible into common stock of the Company and when the Company has raised the entire U.S.$4,000,000, the notes will be convertible into approximately 40% of the common stock, after providing for an allocation of shares to present and future employees. The notes are accompanied by two-year warrants with an exercise price at 120% of the trading price of the common stock upon the final closing date of the financing. The notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws within the United States, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. Paradigm Advanced Technologies, Inc. (Pink Sheets: PRAV) (www.powerloc.com) is a Delaware-registered company, which has its headquarters at 30 Leek Cr., Richmond Hill, Ontario, Canada. The Company provides a full range of wireless location tracking and Homeland Security products and services to global enterprises and to large government organizations. For further information visit www.powerloc.com or call (905) 764-3701. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                  Exhibit 99.1


COMPANY CONTACT:   David Ellis, Chief Financial Officer:
                   (905) 764-3701, extension 301, or dellis@powerloc.com

PRESS RELEASE

                    PARADIGM ADVANCED TECHNOLOGIES ANNOUNCES
                            LIMITED PRIVATE PLACEMENT

TORONTO, Ontario, December 23, 2002 - Paradigm Advanced Technologies, Inc.
(Pinksheets: PRAV) announced today the status of its current financing
activities through a private placement of its senior subordinated secured
convertible notes.

The Company's current objective is to raise approximately U.S. $4,000,000,
subject to market and other conditions, and it has raised U.S. $1,225,000 in
multiple closings to date. Paradigm intends to use the net proceeds from the
financing for business development and other general corporate purposes,
including an acceleration of its product research and development efforts,
completing Paradigm's re-audit of its financial statements and enabling the
Company to pursue its strategic objectives.

The Company currently has up to U.S. $4,700,000 in outstanding liabilities and a
working capital deficit of approximately U.S. $1,070,000, subject to any
corrections or adjustments that may result from the Company's announced review
of its historical financial statements since inception.

To increase its working capital, the Company is engaged in a private placement
involving the sale of its senior subordinated secured convertible notes. The
private placement is ongoing and is directed exclusively to "accredited
investors" within the meaning of the United States federal securities laws, and
to "qualified" investors within the meaning of the Ontario Securities Act.
Stockholders of the Company and other investors who meet these restrictions will
be considered for inclusion in the placement.

The notes carry 8% annual interest, mature June 1, 2004, and are secured by the
assets of the Company. The notes are subordinated to some outstanding
indebtedness of one of the Company's subsidiaries, but are senior to the
Company's other indebtedness. The notes are convertible into common stock of the
Company and when the Company has raised the entire U.S.$4,000,000, the notes
will be convertible into approximately 40% of the common stock, after providing
for an allocation of shares to present and future employees. The notes are
accompanied by two-year



warrants with an exercise price at 120% of the trading price of the common stock
upon the final closing date of the financing.

The notes have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws within the United States, and unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state laws.

Paradigm Advanced Technologies, Inc. (Pink Sheets: PRAV) (www.powerloc.com) is a
Delaware-registered company, which has its headquarters at 30 Leek Cr., Richmond
Hill, Ontario, Canada. The Company provides a full range of wireless location
tracking and Homeland Security products and services to global enterprises and
to large government organizations. For further information visit
www.powerloc.com or call (905) 764-3701.