<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
(X) Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1999
----------------------------
( ) Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ____________________ to ____________________
Commission File Number: 028836
------------------------------
Paradigm Advanced Technologies, Inc.
------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 33-0692466
--------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1 Concorde Gate, Suite 201, Toronto, Ontario, M3C 3N6, CANADA
-------------------------------------------------------------------
(Address of Principal Executive Offices)
(416) 447-3235
--------------------
(Issuer's Telephone Number, Including Area Code)
N/A
---------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
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 ___________ No ____X___
As of February 10, 2000 the issuer had 29,796,662 shares of its common
stock issued and outstanding.
Traditional Small Business Disclosure Format (check one):
Yes ___________ No ____X_____
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
PARADIGM ADVANCED TECHNOLOGIES, INC.
INTERIM BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
(Unaudited)
JUNE 30,1999 DEC 31,1998
ASSETS
Current
<S> <C> <C>
Cash at Bank and in trust $561 $12,856
Miscellaneous Receivables $1,342 $1,302
Prepaids and Deposits (Note 3) $168,266 $155,075
--------------- ----------------
$170,169 $169,223
Long Term:
Capital Assets (Note1, Note4) $13,224 $11,185
--------------- ----------------
Total Assets $183,393 $180,418
=============== ================
LIABILITIES
Current:
Accounts payable $565,750 $460,409
Loan payable $541,179 $391,315
--------------- ----------------
Total Liabilities $1,106,929 $851,724
--------------- ----------------
SHAREHOLDERS' EQUITY
Share Capital (Note 6, Note 7)
Authorized 100,000,000 Common Stock $3,755,618 $3,755,618
at $0.0001 par value
Issued and outstanding stock
29,762,662 as of Jun 30, 1999
29,762,662 as of Dec 31, 1998
Deficit ($4,679,154) ($4,426,924)
---------------- ----------------
Total Shareholders' Equity ($923,536) ($671,306)
--------------- ----------------
Total Liabilities & Shareholder's Equity $183,393 $180,418
=============== ================
</TABLE>
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<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.
INTERIM STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the Three months For the Six months
Ended June 30 Ended June 30
---------------------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
REVENUE
<S> <C> <C> <C> <C>
Sales Revenue $0 $0 $0 $0
-----------------------------------------------------------------------------
Cost of Sales
-----------------------------------------------------------------------------
Cost of Sales $0 $0 $0 $0
-----------------------------------------------------------------------------
Gross Profit $0 $0 $0 $0
-----------------------------------------------------------------------------
Operating Expenses
Selling, General and Administration $80,691 $95,747 $226,464 $159,536
Research & Development $1,084 $0 $2,040 $0
Interest Expense $12,300 $5,000 $22,050 $9,950
Depreciation and amortization $838 $699 $1,676 $1,398
Write-off Investment in Subsidiary (Note 7) $0 $0 $0 $930,000
--- --- --- --------
Total Expenses $94,913 $101,446 $252,230 $1,100,884
------- -------- -------- ----------
Net Profit / (Loss) for the period ($94,913) ($101,446) ($252,230) ($1,100,884)
Earnings per Share (0.0032 (0.0045) (0.0085) (0.0540)
======================================================================
Average common shares 29,796,662 22,631,673 29,796,662 20,402,409
outstanding during period
</TABLE>
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<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.
STATEMENT OF DEFICIT
<TABLE>
<CAPTION>
For the Three months For the Six months
Ended June 30 Ended June 30
---------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Deficit - Beginning of the period ($4,584,241) ($3,947,040) ($4,426,924) ($2,947,602)
Net Profit / (Deficit) - Current Period ($94,913) ($101,446) ($252,230) ($1,100,884)
---------------------------------------------------------------
Deficit - end of period ($4,679,154) ($4,048,486) ($4,679,154) ($4,048,486)
===============================================================
</TABLE>
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<PAGE>
PARADIGM ADVANCED TECHNOLOGIES, INC.
INTERIM STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
For the Three months For the Six months
Ended June 30 Ended June 30
---------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
Cash provided by (used in) operations
<S> <C> <C> <C> <C>
Net gain (loss) for the period $ (94,913) $ (101,446) $ (252,230) $ (1,100,884)
Items not requiring an outlay of cash:
Amortization of fixed assets 838 699 1,676 1,398
Write-off of Investment in Subsidiary (Note 7) 0 0 0 930,000
Net changes in non-cash working capital items
related to operations
Miscellaneous Receivable 0 591 (40) 1,590
Prepaids and Deposits (102) 0 (13,191) 0
Accounts Payable 85,615 33,099 105,341 41,344
Loans Payable 0 (3,891) 149,864 (10,457)
----------------------------------------------------------------
TOTAL CASH FLOW USED IN OPERATIONS ($8,562) ($70,948) ($8,580) ($137,009)
Cash From Financing Activities
Proceeds of Common Stock Issuance 0 158,576 0 1,177,123
---------------------------------------------------------------
TOTAL CASH FROM FINANCING ACTIVITIES $0 $158,576 $0 $1,177,123
Cash Used In Investing Activities
Acquisition of fixed assets (1,775) 0 (3,715) 0
Write-off of Investment in Subsidiary 0 0 0 (930,000)
---------------------------------------------------------------
TOTAL CASH USED IN INVESTING ACTIVITIES ($1,775) $0 ($3,715) ($930,000)
NET INCREASE (DECREASE) IN CASH
FOR THE PERIOD ($10,337) $87,628 ($12,295) $110,114
Cash - beginning of the period $10,898 $22,347 $12,856 ($139)
---------------------------------------------------------------
Cash - end of the period $561 $109,975 $561 $109,975
---------------------------------------------------------------
</TABLE>
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<PAGE>
Paradigm Advanced Technologies, Inc.
Notes To Interim Statement
For the Period Ended June 30, 1999
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FINANCIAL STATEMENTS
The accompanying condensed financial statements are not audited for the interim
period, but include all adjustments (consisting of only normal recurring
accruals) which management considers necessary for the fair representation of
results at June 30, 1999.
These financial statements do not purport to contain complete disclosures in
conformity with generally accepted accounting principles and should be read in
conjunction with the audited financial statements of Paradigm Advanced
Technologies, Inc. (the "Company") for the year ended December 31, 1998
contained in the Company's Annual Report on Form 10-KSB. The results for the
three months ended June 30, 1999 are not necessarily indications of the results
for the fiscal year ending December 31, 1999.
The Company is a development stage company formed on January 12, 1996 and does
not purport to contain complete disclosures in conformity with generally
accepted accounting principles.
GOING CONCERN
The Corporation has incurred losses since its incorporation in 1996. The
Corporation has funded its operations to date through the issue of shares and
debt.
The Corporation plans to continue its efforts to acquire equity partners, to
make private placements, and to seek both private and government funding for its
projects. The Corporation believes that it will be successful in its financing
activities and that sufficient funding will be raised to finance the
Corporations activities until the Corporation attains profitability.
CAPITAL ASSETS
Capital Assets are recorded at cost less accumulated depreciation. Depreciation
is provided using the Declining Balance basis at the following annual rate.
Computer Equipment - 30% Furniture and Fixtures - 20%.
METHOD OF ACCOUNTING
The Corporation maintains its books and prepares its financial statements using
the accrual basis of accounting.
There are no material differences in the determination of Net Earnings and per
share calculations between Canadian and U.S GAAP.
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<PAGE>
Paradigm Advanced Technologies, Inc.
Notes To Interim Statement
For the Period Ended June 30, 1999
Note 2. INCORPORATION
The Company was incorporated on January 12, 1996 in the state of Delaware and
has elected a December 31 fiscal year end for accounting and tax purposes.
Note 3. PREPAIDS AND DEPOSITS
Prepaids and Deposits include the amounts paid for the exclusive agency rights
to a GPS patent. The cost of the agency rights will be amortized over the term
of the agency agreement, which is due to commence in 1999.
Note 4. CAPITAL ASSETS
<TABLE>
<CAPTION>
COST ACCUMULATED NET BOOK NET BOOK VALUE
DEPRECIATION VALUE 1998
1999 1999 1999
FURNITURE
<S> <C> <C> <C> <C>
AND FIXTURES $25,561 $12,337 $13,224 $11,185
</TABLE>
Note 5. LOANS PAYABLE
Loans payable include:
a) Loans amounting to $243,842, which are secured by a pledge over all the
assets of the Company. Interest is payable on these secured loans at a rate of
prime plus 4%. b) Convertible promissory notes of $205,000 which are due and
payable on December 31, 1999 and are convertible into common shares at a rate of
$0.05 per share.
I
Note 6. STOCK OPTIONS AND WARRANTS
a) Options to purchase Common Shares have been issued under the Company's stock
option plan to directors, officers, employees and consultants of the Company.
Options outstanding at March 31,1999, are as follows:
Year Granted Expiry Date Price Range No. of Shares
1996 Jan 2001 $0.05 7,583,334
1997 Nov 2000 $0.12 45,000
1997 Nov 2000 $0.125 125,000
1997 Oct 2000 $0.15 40,000
-7-
<PAGE>
Paradigm Advanced Technologies, Inc.
Notes To Interim Statement
For the Period Ended June 30, 1999
1997 Nov 2000 $0.20 50.000
1997 Dec 2000 $0.25-$0.40 300,000
1998 Mar 2001 $0.05-$0.10 2,350,000
1999 Feb 2002 $0.05 575,000
TOTAL STOCK OPTIONS OUTSTANDING 11,068,334
----------
b) As at June 30, 1999, 3,607,111 warrants were issued, exercisable at a price
of $0.30 per share for each warrant owned. These warrants are exercisable over a
3-year period and expire in March 2000. An additional 10,007,000 warrants were
issued in 1998 and 1999, exercisable at prices of $0.10-$0.25 per share for each
warrant owned. These warrants are exercisable over a three-year period and
expire in 2001 to 2002.
Note 7. PURCHASE OF 1280884 ONTARIO INC.
In February 1998, the Company acquired all the shares of 1280884 Ontario Inc.
and its wholly owned subsidiary North York Leasing Inc. The Company issued
3,720,000 Common Shares to the vendors of these companies at a price of 25 cents
per share representing a cost of $930,000 and is required to issue additional
shares to these vendors if during any one consecutive 60 day trading period
between April 1998 and February 1999, the average closing price of the Company's
shares is less than 25 cents, so that the total consideration is the equivalent
of $930,000. The Company has instituted legal action against the legal firm that
represented all the parties in the above transaction and acted as the escrow
agent for the above shares and is claiming that these shares be canceled and
that damages be paid to the Company. No provision has been made for the issue of
any additional shares to the vendors of these companies.
The Company disposed of its investment in the above companies in June 1998.
Item 2. Management's Discussion and Analysis of Plan of Operation
Results of Operations
The following discussion contains forward-looking statements and
projections. Because these forward-looking statements and projections are based
on a number of assumptions and are subject to significant uncertainties and
contingencies, many of which are beyond the Company's control, there is no
assurance that they will be realized, and actual results may vary significantly
from those shown.
-8-
<PAGE>
Three Months Ended June 30, 1999
The Company is a development stage company with a limited history of
operations. It was incorporated on January 12, 1996.
The Company recorded no sales for the quarters ended June 30, 1999 and
June 30, 1998. The Company did not have the financial resources to complete the
development of its VideoBank and GPS products and focussed its attention on the
patent and license negotiations.
Selling, General and Administrative Expenses for the three months ended
June 30, 1999 were $80,691 as compared to $95,747 for the three months ended
June 30, 1998. The Company reduced its operating costs during the quarter.
The net loss for the three months ended June 30, 1999 was $94,913 compared
to $101,446 for the three months ended June 30, 1998. The reduced loss for the
three months ended June 30, 1999 is attributable to the lower selling, general
and administration expenses incurred, which helped offset the higher interest
charges.
Six Months Ended June 30, 1999
The Company recorded no sales for the six months ended June 30, 1999 and
June 30, 1998. The Company used its limited resources to finalize the patent and
license negotiations and to explore new initiatives in the video surveillance
software business.
Selling, General and Administrative Expenses for the six months ended
June 30, 1999 were $226,464 as compared to $159,536 for the six months ended
June 30, 1998. The Company incurred higher operating costs in the first quarter
due to increased consultants fees and patent costs, but was able to reduce costs
in the second quarter of the 1999 fiscal year.
The net loss for the six months ended June 30, 1999 was $252,230 compared
to $170,884 (prior to the write-off of the investment in subsidiary (see below))
for the six months ended June 30, 1998. The higher loss for the six months ended
June 30, 1999 is attributable to the increased selling, general and
administration expenses incurred in the first quarter and increased interest
charges
Liquidity and Capital Resources
As of June 30, 1999, the Company had cash on hand and in trust in the
amount of $561. In order to finance future operations, the Company needs to
raise additional funds through the issue of additional shares and debt.
-9-
<PAGE>
Plan of Operation
The Company's efforts continue to center on the development and
distribution of its Global Positioning Satellite tracking devices and VideoBank
and VideoBank-Remote video surveillance products. The Company has entered into
an agreement to be the exclusive licensing agent for a broad based patent which
covers the process whereby GPS signals are transmitted over a cellular network
to a base unit. The Company plans to license parties using this process and
expects to earn licensing revenue from these agreements. The Company is working
on developing and solidifying its manufacturer's representative network by
entering into distribution and sales representation agreements with
manufacturers and developers of software-based video surveillance systems and
GPS tracking units. The Company is continually reviewing and evaluating its
marketing and distribution methods in order to determine whether better or more
efficient practices may be available. The Company continues to concentrate on
generating revenues from existing relationships with businesses that are already
familiar with the Company's products and have expressed a willingness to buy.
The Company is striving to consolidate its distribution networks, cement its
client relationships, and establish an image and brand-name recognition for the
Company in the marketplace in which it competes.
The Company does not currently have any intentions to acquire a plant or
any significant equipment as the Company's warehouse and production facility
requirements are minimal. The Company may increase the number of its employees
as it continues to grow and further solidifies and consolidates its distribution
networks.
The Company intends to raise additional funds on an as-needed basis to
finance its future activities through the issuance and sale of additional shares
of stock, patent licensing, the sale of new products and the assumption of
additional debt.
Purchase of 1280884 Ontario Inc.
In February 1998, the Company acquired all the shares of 1280884 Ontario
Inc. and its wholly owned subsidiary North York Leasing Inc. The Company issued
3,720,000 Common Shares to the vendors of these companies at a price of 25 cents
per share representing a cost of $930,000 and is required to issue additional
shares to these vendors if during any one consecutive 60 day trading period
between April 1998 and February 1999, the average closing price of the Company's
shares is less than 25 cents, so that the total consideration is the equivalent
of $930,000. The Company has instituted legal action against the legal firm who
represented all the parties in the above transaction and who are the escrow
agents for the above shares and is claiming that these shares be canceled and
that damages be paid to the Company. No provision has been made in the financial
statements for the issue of any additional shares to the vendors of these
companies.
The company sold the above companies in June 1998 to an unrelated party for a
nominal sum. Under the terms of the purchase agreement, the purchaser and the
secured creditors of 1280884 Ontario Inc. and North York Leasing Inc. granted
the Company a full release from all its commitments concerning 1280884 Ontario
Inc. and North York Leasing Inc. The Company wrote off its investment in 1280884
Ontario Inc. and North York Leasing Inc. at the end of March 1998.
-10-
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
27 Financial Data Schedule
(b) Reports on form 8-K.
No reports on Form 8-K were filed during the quarter for which this
report is filed.
-11-
<PAGE>
SIGNATURES
In accordance with the Exchange Act, the registrant caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Paradigm Advanced Technologies, Inc.
Date: February ___, 2000
By: /s/ David Kerzner
-----------------
David Kerzner
President and CEO
By: /s/ Selwyn Wener
-----------------
Selwyn Wener
Chief Financial Officer
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 561
<SECURITIES> 0
<RECEIVABLES> 1,342
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 170,169
<PP&E> 25,561
<DEPRECIATION> (12,337)
<TOTAL-ASSETS> 183,393
<CURRENT-LIABILITIES> 1,106,929
<BONDS> 0
0
0
<COMMON> 3,755,618
<OTHER-SE> (4,679,154)
<TOTAL-LIABILITY-AND-EQUITY> 183,393
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 230,180
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,050
<INCOME-PRETAX> (252,230)
<INCOME-TAX> 0
<INCOME-CONTINUING> (252,230)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (252,230)
<EPS-BASIC> .85
<EPS-DILUTED> .85
</TABLE>
