As filed with the Securities and Exchange Commission on February 4, 1997
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Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PARADIGM ADVANCED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 33-0692466
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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5140 Yonge Street, Suite 1525
North York, Ontario, Canada M2N 6L7
(416) 222-9629
(Address of Principal Executive Offices)
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Paradigm Advanced Technologies, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
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Jack Y. L. Lee Paul J. Pollock, Esq.
Chief Executive Officer Piper & Marbury L.L.P.
Paradigm Advanced Technologies, Inc. 1251 Avenue of the Americas
5140 Yonge Street, Suite 1525 New York, NY 10020-1104
North York, Ontario, Canada M2N 6L7 (212) 835-6000
(416) 222-9629
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agents for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities Registered (1) Per Share(2) Offering Price(2) Registration Fee(2)
to be
Registered
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Common Stock,
par value 10,000,000 $0.375 $3,750,000 $1,136.36
$0.0001 per
share
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(1) In addition, pursuant to Rule 416,this Registration Statement also covers
such additional shares as may become issuable pursuant to the antidilution
provisions of the Paradigm Advanced Technologies, Inc. 1996 Stock Option
Plan.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share,
proposed maximum aggregate offering price and amount of registration fee
are based upon the last sale price of the Common Stock of the registrant
on the Nasdaq Electronic Bulletin Board on February 3, 1997.
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<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents have been filed by Paradigm Advanced
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") and are incorporated herein by reference: (a) Registration
Statement on Form SB-2 dated December 23, 1996; (b) Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996, and (c) the description of the
Company's Common Stock contained in its Registration Statement on Form 10-SB
dated August 1, 1996, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold shall be deemed to be
incorporated by reference into this registration statement (the "Registration
Statement") and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. Description of Securities.
Not required.
ITEM 5. Interests of Named Experts and Counsel.
No expert or counsel was hired on a contingent basis, will receive any
direct or indirect interest in the Company, or was a promoter, underwriter,
voting trustee, director, officer or employee of the Company.
ITEM 6. Indemnification of Directors and Officers.
The Company is required by its By-Laws and Certificate of Incorporation
to indemnify, to the fullest extent permitted by law, each person that the
Company is permitted to indemnify. The Company's Certificate of Incorporation
specifically requires indemnification of such parties to the fullest extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law generally
allows the Company to indemnify its directors except in the event of: (1) a
breach of the duty of loyalty to the Company or its stockholders; (2) an act or
omission that involves intentional misconduct or a knowing violation of the law
and an act or omission not in good faith; (3) liability arising under Section
174 of the Delaware General Corporation Law relating to unlawful stock
purchases, redemptions, or payment of dividends; or (4) a transaction in which
the potential indemnitee received an improper personal benefit.
Section 145 of the Delaware General Corporation Law permits the Company
to indemnify its directors, officers, employees or agents against expenses,
including attorney's fees, judgments, fines and amounts paid in settlements
actually and reasonably incurred in relation to any action, suit, or proceeding
brought by third parties because they are or were directors, officers, employees
or agents of the Company. In order to be eligible for such indemnification,
however, the directors, officers, employees or agents of the Company must have
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the Company. In addition, with respect to any
criminal action or proceeding, the officer, director, employee or agent must
have had no reason to believe that the conduct in question was unlawful.
In derivative actions, the Company may only indemnify its officers,
directors, employees and agents against expenses actually and reasonably
incurred in connection with the defense or settlement of a suit, and only if
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the Company. Indemnification is not
permitted in the event that the director, officer, employee or agent is actually
adjudged liable to the Company unless, and only to the extent that, the court in
which the action was brought so determines.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number Description
4 Paradigm Advanced Technologies, Inc. 1996 Stock Option Plan.
5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
23.1 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5).
23.2 Consent of Bronberg & Associates.
ITEM 9. Undertakings.
(a) The undersigned registrant hereby undertakes to:
(1) file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) include any prospectus required by section 10(a)
(3) of Securities Act of 1933, as amended (the "Securities
Act");
(ii) reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the high or low
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) include any additional or changed material
information on the plan of distribution.
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) for the purpose of determining any liability under the
Securities Act, treat each such post-effective amendment as a new
registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North York, Province of Ontario, Canada, on this 31st
day of January, 1997.
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 Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Jack Y.L. Lee Chief Executive Officer, January 31, 1997
Jack Y. L. Lee Chief Financial Officer and
Director
/s/ David Kerzner President and Director January 31, 1997
David Kerzner
/s/ Jacob Kerzner Director January 31, 1997
Jacob Kerzner
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 Paradigm Advanced Technologies, Inc. 1996 Stock Option Plan.
5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).
23.1 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5).
23.2 Consent of Bronberg & Associates.
<PAGE>
Exhibit 4
PARADIGM ADVANCED TECHNOLOGIES, INC.
a Delaware Corporation
(the "Company")
1996 STOCK OPTION PLAN
(As adopted by the Board of Directors and Shareholders on the 12th day of
January 1996)
1. Purposes
The Company's 1996 Stock Option Plan (the "Plan") is intended
to attract and retain the best available personnel for positions of substantial
responsibility with the Company and its subsidiaries, if any, and to provide
additional incentive to such persons to exert their maximum efforts toward the
success of the Company. The Plan is also intended to provide and encourage stock
ownership by officers, directors, employees and consultants of the Company and
to afford such persons the right to increase their proprietary interest in the
Company. The above aims will be effectuated through the granting of certain
options ("Options") to purchase shares of the Company's common stock, par value
$.0001 per share (the "Common Stock"). Under the Plan, the Company may grant
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or Options which are not
intended to be ISOs ("Non-Qualified Options").
2. Administration of the Plan.
The Plan shall be administered by a committee (the "Committee")
consisting of at least two (2) persons, appointed by the Board of Directors of
the Company (the "Board of Directors"). Within the limits of the express
provisions of the Plan, the Committee shall have the authority, in its
discretion, to take the following actions under the Plan:
(a) to determine the individuals to whom, and the time or times at
which, Options shall be granted, the number of shares of Common Stock to be
subject to each of the Options and whether such Options shall be ISOs or
Non-Qualified Options,
(b) to interpret the Plan;
(c) to prescribe, amend and rescind rules and regulations relating
to the Plans;
(d) to determine the terms and provisions of the respective stock
option agreements granting Options, including the date or dates upon which
Options shall become exercisable, which terms need not be identical;
(e) to accelerate the vesting of any outstanding Options; and
(f) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
In making such determinations, the Committee may take into account the
nature of the services rendered by such individuals, and such other factors as
the Committee, in its discretion, shall deem relevant. An individual to whom an
Option has been granted under the Plan is referred to herein as an "Optionee".
The Committee's determinations on the matters referred to in this Section 2
shall be conclusive.
3. Shares Subject to the Plan.
(a) The total number of shares of Common Stock for which Options may be
granted under the Plan shall be 10,000,000.
(b) The Company shall at all times while the Plan is in force reserve
such number of shares of Common Stock as will be sufficient to satisfy the
requirements of outstanding Options. The shares of Common Stock to be issued
upon exercise of Options shall be authorized and unissued or reacquired shares
of Common Stock.
(c) The shares of Common Stock relating to the unexercised portion of
any expired, terminated or canceled Option shall thereafter be available for the
grant of new Options under the Plan.
4. Eligibility.
(a) Options may be granted under the Plan only to directors, employees
and consultants of the Company or any "subsidiary corporation" of the Company
within the meaning of Section 424 (f) of the Code (a "Subsidiary"). The term
"Company" when used in the context of an Optionee's employment, shall be deemed
to include the Company and its Subsidiaries.
(b) Nothing contained in the Plan shall be construed to limit the right
of the Company to grant stock options otherwise than under the Plan for proper
corporate purposes.
5. Terms of Options.
The terms of each Option granted under the Plan shall be determined by
the Committee consistent with the provisions of the Plan, including the
following:
(a) The purchase price of the shares of Common Stock subject to each
Option shall be fixed by the Committee, in its discretion, at the time such
Option is granted; provided, however, that in no event shall such purchase price
be less than the Fair Market Value (as defined in paragraph (g) of this Section
5) of the shares of Common Stock as of the date such Option is granted.
(b) The dates on which each Option (or portion thereof) shall be
exercisable shall be fixed by the Committee, in its discretion, at the time such
Option is granted.
(c) The expiration of each Option shall be fixed by the Committee, in
its discretion, at the time such Option is granted; provided, however, that no
Option shall be exercisable after the expiration of ten (10) years from the date
of its grant and each Option shall be subject to earlier termination as
determined by the Committee, in its discretion, at the time such Option is
granted.
(d) Options shall be exercised by the delivery to the Company at its
principal office or at such other address as may be established by the Committee
(Attention: Corporate Secretary) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the purchase price of such shares. Unless otherwise
determined by the Committee at the time of grant, payment for such shares may be
made (i) in cash, (ii) by certified check or bank cashier's check payable to the
order of the Company of shares of Common Stock having a Fair Market Value equal
to such purchase price, (iii) by delivery to the Company of shares of Common
Stock having a Fair Market Value equal to such purchase price, (iv) at the
discretion of the Committee, by simultaneously exercising Options and selling
the shares of Common Stock acquired thereby, pursuant to a brokerage or similar
arrangement approved by the Committee, and using the proceeds as payment of such
purchase price, or (v) by any combination of the methods of payment described in
(i) through (iv) above.
(e) An Optionee shall not have any of the rights of a holder of the
Common Stock with respect to the shares of Common Stock subject to an Option
until such shares are issued to such Optionee upon the exercise of such Option.
(f) An option shall not be transferable, except by will or the laws of
descent and distribution,and during the lifetime of an Optionee, may be
exercised only by the Optionee. No Option granted under the Plan shall be
subject to execution, attachment or other process.
For the purposes of the Plan, the Fair Market Value of the Common Stock
as of any date shall be as determined by the Committee and such determination
shall be binding upon the company and upon the Optionee. The Committee may make
such determination (i) if the Common Stock is not then listed and traded upon a
recognized securities exchange, upon the basis of the mean between the bid and
asked quotations on the relevant date (as reported by a recognized stock
quotation service) or, if there are no such bid and asked quotations on the
relevant date, then upon the basis of the mean between the bid and asked
quotations on the date nearest the relevant date or (ii) in case the Common
Stock is quoted on the National Association of Securities Dealers Automated
Quotation System National Market System "NASDAQ NMS") or listed on one or more
national securities exchanges, the Fair Market Value of the Common Stock as of
any date shall be deemed to be the mean between the highest and lowest sale
prices of the Common Stock reported on the NASDAQ-NMS or the principal national
securities exchange on which the Common Stock is listed and traded on the
immediately preceding date, or, if there is no such sale on that date, then on
the last preceding date, on which such a sale was reported.
6. Special Provisions Applicable to ISOs.
The following special provisions shall be applicable to ISOs granted
under the Plan.
(a) No ISOs shall be granted under the Plan after ten (1O) years from
the earlier of (i) the date the Plan is adopted, or (ii) the date the Plan is
approved by the Company's shareholders as provided in Section 10 hereof.
(b) If an ISO is granted to a person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, the purchase price of the shares subject to the Option shall not be
less than 110% of the Fair Market Value of such shares as of the date such
Option is granted.
(c) If the aggregate Fair Market Value of the Common Stock with respect
to which ISOs are exercisable for the first time by any Optionee during a
calendar year exceeds $100,000, such ISOs shall be treated, to the extent of
such excess, as Non-Qualified Options. For purposes of the preceding sentence,
the Fair Market Value of the Common Stock shall be determined at the time the
ISOs covering such shares were granted.
7. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Shares are
changed by reason of reorganization, reclassification, stock split, combination
or exchange of shares and the like, or dividends payable in shares of Common
Stock, an appropriate adjustment shall be made by the Committee in the aggregate
number of shares of Common Stock available under the Plan and in the number of
shares of Common Stock and price per share of Common Stock subject to
outstanding Options. If the Company shall be sold, reorganized, consolidated,
taken private, or merged, with another corporation, or if all or substantially
all of the assets of the Company shall be sold or exchanged (a "Corporate
Event"), an Optionee shall at the time of issuance of the stock under such
Corporate Event be entitled to receive upon the exercise of his Option the same
number and kind of shares of stock or the same amount of property, cash or
securities as he would have been entitled to receive upon the occurrence of any
such Corporate Event as if he had been, immediately prior to such event, the
holder of the number of Common Stock covered by his Option, provided, however,
that the Committee may, in its discretion, (i) accelerate the exercisabilility
of outstanding Options, and shorten the term thereof, to any date prior to the
occurrence of such Corporate Event, or (ii) provide for the cancellation of
outstanding Options in exchange for cash equal to the aggregate in-the-money
value of such Options at the time of such Corporate Event, as determined in its
discretion.
(b) Any adjustment under this Section 7 in the number of shares of
Common Stock subject to Options shall apply proportionately to only the
unexercised portion of any Option granted hereunder. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
8. Termination, Modification and Amendment.
(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board of
Directors, and no Option shall be granted after termination of the Plan.
(b) The Plan may at any time be terminated or, from time to time, be
modified or amended by the Board of Directors; provided, however, that the Board
of Directors shall not, without approval by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Company present in
person or by proxy and entitled to vote at a meeting duly held in accordance
with Delaware law, (i) increase (except as provided by Section 7) the maximum
number of shares of Common Stock as to which Options may be granted under the
Plan, (ii) reduce the minimum purchase price at which Options may be granted
under the Plan, (iii) reduce the minimum purchase price at which Options may be
granted under the Plan, or (iv) change the class of persons eligible to receive
Options under the Plan.
(c) No termination, modification or amendment of the plan adversely
affect the rights conferred by any Options without the consent of the affected
Optionee.
9. Effectiveness of the Plan.
The Plan shall become effective upon adoption by the Board of Directors
of the Company, subject to the approval by the shareholders of the Company.
Options may be granted under the Plan prior to receipt of such approval,
provided that, in the event such approval is not obtained, the Plan and all
Options granted under the Plan shall be null and void and of no force and
effect.
10. Not a Contract of Employment.
Nothing contained in this Plan or in any stock option agreement
executed pursuant hereto shall be deemed to confer upon any Optionee any right
to remain in the employ of the Company or any Subsidiary.
11. Governing Law.
The Plan shall be governed by the laws of the State of Delaware without
reference to principles of conflict of laws thereof
12. Withholding.
As a condition to the exercise of any Option, the Committee may require
that an Optionee satisfy, through withholding from other compensation or
otherwise, the full amount of federal, state and local income taxes required to
be withheld in connection with such exercise.
<PAGE>
Exhibit 5
PIPER & MARBURY
L.L.P.
1251 Avenue of the Americas
NEW YORK, NEW YORK 10020-1104
212-835-6000 WASHINGTON
FAX: 212-835-6001 NEW YORK
PHILADELPHIA
EASTON
February 3, 1997
Paradigm Advanced Technologies, Inc.
5140 Yonge Street, Suite 1525
North York, Ontario, Canada M2N 6L7
Gentlemen:
We have acted as counsel to Paradigm Advanced Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 10,000,000 shares of common stock,
par value $.0001 per share, of the Company (the "Shares") pursuant to a
Registration Statement on Form S-8 of the Company (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission"). The
Shares (i) have been or may be offered for purchase and issued pursuant to the
Paradigm Advanced Technologies, Inc. 1996 Stock Option Plan (the "Plan") and
(ii) once issued pursuant to the exercise of options granted under the Plan to
optionees may be reoffered and resold by such optionees. This opinion is being
provided at your request in connection with the filing of the Registration
Statement. Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Statement.
In this capacity, we have examined the Registration Statement, the
Plan, the Articles of Incorporation and By-Laws of the Company, the proceedings
of the Board of Directors of the Company relating to the authorization of the
Plan and the authorization and issuance of the Shares, and such other statutes
certificates, instruments and documents relating to the Company and matters of
law as we have deemed relevant or necessary to the opinion as set forth below.
In such examination, we have assumed, without independent investigation, the
genuineness of all signatures, the legal capacity of all individuals who have
executed any of the aforesaid documents, the authenticity of all documents
submitted to us as originals, the conformity with originals of all documents
submitted to us as copies (and the authenticity of the originals of such
copies), and the accuracy and completeness of all public records reviewed. As
to factual matters, we have relied on an officer's certificate and have not
independently verified the matters stated therein.
Based upon the foregoing, we are of the opinion and so advise you that
the Shares when issued, sold and delivered upon the exercise of any or all of
the options in the manner described in the prospectus [included in the
Registrations Statement,] are, or when issued and delivered as contemplated in
the Registration Statement and in accordance with the Plan, will be, validly
issued, fully-paid and non-assessable.
The opinion expressed in this letter is solely for the use of the
Company in connection with the Registration Statement. This opinion may not be
relied on by any other person or in any other connection without our prior
written approval. The opinion expressed in this letter is limited to the matters
set forth herein, and no other opinion should be inferred beyond the matters
expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, the firm does not admit that it
comes within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
Piper & Marbury L.L.P.
<PAGE>
Exhibit 23.2
Bromberg & Associate
Chartered Accountants
The Board of Directors
Paradigm Advanced Technologies, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ Bromberg & Associate
Downsviw, Ontario
January ___, 1997
