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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2006

Commission File Number 333-11591



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Atmospheric Glow Technologies, Inc.

(Exact name of small business issuer as
specified in its charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 62-1647888                          
|(State of incorporation) |  | (IRS Employer Identification Number)

924 Corridor Park Boulevard

Knoxville, Tennessee 37932

(Address of principal executive offices)

(865) 777-3776

(Issuers telephone number)



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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 ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes ̈No  x

The number of shares outstanding of each of the registrants classes of common stock on February 6, 2007 was 236,787,074 Common Shares, 750,000
Class B Common Shares and 0 Class D Common Shares.

Transitional Small Business Disclosure Format:    Yes ̈No  x

Exhibit Index at page 17.



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##### Table of Contents

PART I FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------



|                                                                                                                                                                   |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                   |  | Page
|Condensed Consolidated Balance Sheets  As of December 31, 2006 and March 31, 2006                                                                                 |  | 3   
|                                                                                                                                                                   | 
|Condensed Consolidated Statements of Operations  For the Three and Nine Months Ended December 31, 2006 and 2005, and May 1, 2000 (Inception) to December 31, 2006 |  | 4   
|                                                                                                                                                                   | 
|Condensed Consolidated Statement of Changes in Stockholders Equity from May 1, 2000 (Inception) to December 31, 2006                                              |  | 5   
|                                                                                                                                                                   | 
|Condensed Consolidated Statements of Cash Flows  For the Nine Months Ended December 31, 2006 and 2005, and May 1, 2000 (Inception) to December 31, 2006           |  | 6   
|                                                                                                                                                                   | 
|Notes to Condensed Consolidated Financial Statements                                                                                                               |  | 7   



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##### Table of Contents

ATMOSPHERIC GLOW TECHNOLOGIES, INC. & SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

Condensed Consolidated Balance Sheets



|                                                       |  |                   |            |   |                    |   |           |  
|------------------------------------------------------ |  | ----------------- | ---------- | - | ------------------ | - | --------- | -
|                                                       |  | December 31, 2006 |            |   | March 31, 2006 (1) |  
|                                                       |  | (unaudited)       |            |   |                    |  
|Assets                                                 |  |                   |            |   |                    |   |           |  
|Cash and cash equivalents                              |  | $                 | 7,655      |   |                    | $ | 55,150    |  
|Trade receivables                                      |  |                   | 159,050    |   |                    |   | 188,144   |  
|Retainage receivables                                  |  |                   | 94,209     |   |                    |   | 60,028    |  
|Prepaid expenses                                       |  |                   | 51,742     |   |                    |   | 20,214    |  
|                                                       |  |                   |            |   |                    |   |           |  
|Total current assets                                   |  |                   | 312,656    |   |                    |   | 323,536   |  
|Property and equipment, less accumulated depreciation  |  |                   | 471,789    |   |                    |   | 549,738   |  
|Intangible assets, less accumulated amortization       |  |                   | 1,229,681  |   |                    |   | 1,435,751 |  
|Deposits                                               |  |                   | 7,988      |   |                    |   | 7,988     |  
|                                                       |  |                   |            |   |                    |   |           |  
|Total assets                                           |  | $                 | 2,022,114  |   |                    | $ | 2,317,013 |  
|                                                       |  |                   |            |   |                    |   |           |  
|Liabilities and Stockholders Deficit                  |  |                   |            |   |                    |   |           |  
|Current portion of notes payable to related parties    |  | $                 | 2,016,207  |   |                    | $ | 842,709   |  
|Notes payable                                          |  |                   | 887,632    |   |                    |   | 548,456   |  
|Current portion of long-term debt                      |  |                   | 5,841      |   |                    |   | 5,485     |  
|Current portion of capital leases                      |  |                   | 6,531      |   |                    |   | 15,883    |  
|Accounts payable                                       |  |                   | 726,575    |   |                    |   | 679,990   |  
|Accrued expenses                                       |  |                   | 579,305    |   |                    |   | 400,105   |  
|                                                       |  |                   |            |   |                    |   |           |  
|Total current liabilities                              |  |                   | 4,222,091  |   |                    |   | 2,492,628 |  
|Notes payable to related parties, less current portion |  |                   |           |   |                    |   | 549,431   |  
|Long-term debt, less current portion                   |  |                   | 37,820     |   |                    |   | 41,245    |  
|Capital leases, less current portion                   |  |                   | 3,746      |   |                    |   | 8,755     |  
|                                                       |  |                   |            |   |                    |   |           |  
|Total liabilities                                      |  |                   | 4,263,657  |   |                    |   | 3,092,059 |  
|Stockholders deficit                                  |  |                   | (2,241,543 | ) |                    |   | (775,046  | )
|                                                       |  |                   |            |   |                    |   |           |  
|Total liabilities and stockholders deficit            |  | $                 | 2,022,114  |   |                    | $ | 2,317,013 |  
|                                                       |  |                   |            |   |                    |   |           |  

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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|(1) | The March 31, 2006 Condensed Consolidated Balance Sheet was derived from the audited balance sheet for the year then ended.
|--- | ---------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ATMOSPHERIC GLOW TECHNOLOGIES, INC. & SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

Condensed Consolidated Statements of Operations



|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|----------------------------------- | ----------- | ------------------------------ | -------- | ----------- | ----------------------------- | - | ----------- | ------------------------------------- |  | ----------- | ---------- | - | ----------- | - | ---------- | - |  | - | ---------- | -
|                                    |             | Three Months EndedDecember 31, |          |             | Nine Months EndedDecember 31, |   |             | May 1, 2000(Inception) toDecember 31, | 
|                                    | 2006        |                                |          | 2005        |                               |   | 2006        |                                       |  | 2005        |            |   | 2006        |  
|                                    | (unaudited) |                                |          | (unaudited) |                               |   | (unaudited) |                                       |  | (unaudited) |            |   | (unaudited) |  
|Operating revenues:                 |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Contract revenues earned            |             | $                              | 412,889  |             |                               | $ | 391,443     |                                       |  | $           | 1,205,464  |   |             | $ | 1,255,350  |   |  | $ | 6,702,756  |  
|Other revenues                      |             |                                | 21,296   |             |                               |   | 16,126      |                                       |  |             | 36,174     |   |             |   | 20,742     |   |  |   | 167,252    |  
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Total operating revenues            |             |                                | 434,185  |             |                               |   | 407,569     |                                       |  |             | 1,241,638  |   |             |   | 1,276,092  |   |  |   | 6,870,008  |  
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Operating expenses:                 |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|                                    |             |                                |          |             |                              
|Payroll and related costs           |             |                                | 464,603  |             |                               |   | 540,922     |                                       |  |             | 1,614,693  |   |             |   | 1,725,089  |   |  |   | 7,845,555  |  
|Laboratory expenses                 |             |                                | 56,511   |             |                               |   | 136,110     |                                       |  |             | 297,999    |   |             |   | 503,226    |   |  |   | 2,569,358  |  
|General and administrative expenses |             |                                | 73,470   |             |                               |   | 300,274     |                                       |  |             | 1,059,218  |   |             |   | 769,063    |   |  |   | 4,770,770  |  
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Total operating expenses            |             |                                | 594,584  |             |                               |   | 977,306     |                                       |  |             | 2,971,910  |   |             |   | 2,997,378  |   |  |   | 15,185,683 |  
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Net loss                            |             | $                              | (160,399 | )           |                               | $ | (569,737    | )                                     |  | $           | (1,730,272 | ) |             | $ | (1,721,286 | ) |  | $ | (8,315,675 | )
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  
|Loss per share (basic and diluted): |             | $                              | (0.00    | )           |                               | $ | (0.00       | )                                     |  | $           | (0.01      | ) |             | $ | (0.01      | ) |  | $ | (0.04      | )
|                                    |             |                                |          |             |                               |   |             |                                       |  |             |            |   |             |   |            |   |  |   |            |  

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements



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##### Table of Contents

ATMOSPHERIC GLOW TECHNOLOGIES, INC. & SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

Condensed Consolidated Statement of Stockholders (Deficit) Equity

From May 1, 2000 (Inception) to December 31, 2006 (unaudited)



|                                                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   |            |  
|------------------------------------------------------------------------------ |  | -------------- | - |  | ------------------- | -------- | - | ------------ | ----------- | ------------ | - | ------------------- |  | ------------------- |  | ------------------------ | ----- | ------------------ | - | --------- | ---------------------------------- | - | ---------- | - |  | - | ---------- | -
|                                                                               |  | PreviousShares |   |  | PreviousShareAmount |          |   | CommonShares |             | CommonAmount |   | Class BCommonShares |  | Class BCommonAmount |  | AdditionalPaid inCapital |       | AccumulatedDeficit |   |           | TotalStockholders (Deficit)Equity |  
|Shares issued October 20, 2000                                                 |  | 101,101        |   |  | $                   | 116,020  |   |              |            |              | $ |                    |  |                    |  | $                        |      |                    | $ |          |                                    | $ |           |   |  | $ | 116,020    |  
|Non-Member contribution in 2000                                                |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   | 34,730    |                                    |   |            |   |  |   | 34,730     |  
|Additional amounts received for shares previously issued                       |  |                |   |  |                     | 4,700    |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   | 4,700      |  
|Shares redeemed in 2001                                                        |  | (11,200        | ) |  |                     | (13,000  | ) |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   | (13,000    | )
|Shares issued in 2002                                                          |  | 9,877          |   |  |                     | 168,235  |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   | 168,235    |  
|Recapitalization of Company resulting from reverse merger on February 29, 2004 |  | (99,778        | ) |  |                     | (275,955 | ) |              | 210,828,848 |              |   | 2,108,288           |  | 750,000             |  |                          | 7,500 |                    |   | 705,681   |                                    |   |            |   |  |   | 2,545,514  |  
|Common stock issued in 2004                                                    |  |                |   |  |                     |          |   |              | 2,050,000   |              |   | 20,500              |  |                     |  |                          |       |                    |   | 205,000   |                                    |   |            |   |  |   | 225,500    |  
|Common stock issued in 2005                                                    |  |                |   |  |                     |          |   |              | 11,253,640  |              |   | 112,536             |  |                     |  |                          |       |                    |   | 1,278,728 |                                    |   |            |   |  |   | 1,391,264  |  
|Stock based compensation in 2005                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   | 290,909   |                                    |   |            |   |  |   | 290,909    |  
|Net loss through March 31, 2005                                                |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   | (4,006,688 | ) |  |   | (4,006,688 | )
|                                                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   |            |  
|Balance at March 31, 2005                                                      |  |               |   |  |                     |         |   |              | 224,132,488 |              |   | 2,241,324           |  | 750,000             |  |                          | 7,500 |                    |   | 2,515,048 |                                    |   | (4,006,688 | ) |  |   | 757,184    |  
|Common stock, shares issued                                                    |  |                |   |  |                     |          |   |              | 8,296,849   |              |   | 82,969              |  |                     |  |                          |       |                    |   | 963,516   |                                    |   |            |   |  |   | 1,046,485  |  
|Net loss                                                                       |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   | (2,578,715 | ) |  |   | (2,578,715 | )
|                                                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   |            |  
|Balance at March 31, 2006                                                      |  |               |   |  |                     |         |   |              | 232,429,337 |              |   | 2,324,293           |  | 750,000             |  |                          | 7,500 |                    |   | 3,478,564 |                                    |   | (6,585,403 | ) |  |   | (775,046   | )
|Common stock, shares issued                                                    |  |                |   |  |                     |          |   |              | 4,290,000   |              |   | 42,900              |  |                     |  |                          |       |                    |   | 220,875   |                                    |   |            |   |  |   | 263,775    |  
|Net loss                                                                       |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   | (1,730,272 | ) |  |   | (1,730,272 | )
|                                                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   |            |  
|Balance at December 31, 2006                                                   |  |               |   |  | $                   |         |   |              | 236,719,337 |              | $ | 2,367,193           |  | 750,000             |  | $                        | 7,500 |                    | $ | 3,699,439 |                                    | $ | (8,315,675 | ) |  | $ | (2,241,543 | )
|                                                                               |  |                |   |  |                     |          |   |              |             |              |   |                     |  |                     |  |                          |       |                    |   |           |                                    |   |            |   |  |   |            |  

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements



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##### Table of Contents

ATMOSPHERIC GLOW TECHNOLOGIES, INC. & SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

Condensed Consolidated Statements of Cash Flows



|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|---------------------------------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | - | ---------- | ----------------------------------------- |  | - | ---------- | -
|                                                     |  | Nine MonthsEndedDecember 31,2006 |            |   | Nine MonthsEndedDecember 31,2005 |   |            | May 1, 2000(Inception) toDecember 31,2006 | 
|                                                     |  | (unaudited)                      |            |   | (unaudited)                      |   |            | (unaudited)                               | 
|Net cash used in operating activities                |  | $                                | (1,342,336 | ) |                                  | $ | (1,160,389 | )                                         |  | $ | (6,345,621 | )
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Investing activities                                 |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Additions to intangible assets                       |  |                                  | (11,032    | ) |                                  |   | (7,004     | )                                         |  |   | (1,646,590 | )
|Purchase of property and equipment                   |  |                                  | (674       | ) |                                  |   | (83,856    | )                                         |  |   | (843,001   | )
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Net cash used in investing activities                |  |                                  | (11,706    | ) |                                  |   | (90,860    | )                                         |  |   | (2,489,591 | )
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Finance activities                                   |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Proceeds from short term notes                       |  |                                  | 1,170,626  |   |                                  |   | 1,072,500  |                                           |  |   | 6,873,678  |  
|Repayments of short term notes                       |  |                                  | (258,743   | ) |                                  |   | (156,098   | )                                         |  |   | (954,108   | )
|Cash acquired in reverse merger                      |  |                                  |           |   |                                  |   |           |                                           |  |   | 53,017     |  
|Proceeds from issuance of common stock               |  |                                  | 409,025    |   |                                  |   | 267,875    |                                           |  |   | 2,713,236  |  
|Proceeds from issuance of members equity            |  |                                  |           |   |                                  |   |           |                                           |  |   | 217,720    |  
|Redemption of members interest                      |  |                                  |           |   |                                  |   |           |                                           |  |   | (13,000    | )
|Increase in minority interest                        |  |                                  |           |   |                                  |   |           |                                           |  |   | 43,058     |  
|Principal payments on capital lease obligations      |  |                                  | (14,361    | ) |                                  |   | (24,576    | )                                         |  |   | (90,734    | )
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Net cash provided by financing activities            |  |                                  | 1,306,547  |   |                                  |   | 1,159,701  |                                           |  |   | 8,842,867  |  
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Net (decrease) increase in cash and cash equivalents |  |                                  | (47,495    | ) |                                  |   | (91,548    | )                                         |  |   | 7,655      |  
|                                                     |  |                                  |           
|Cash and cash equivalents at beginning of period     |  |                                  | 55,150     |   |                                  |   | 153,655    |                                           |  |   |           |  
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Cash and cash equivalents at end of period           |  | $                                | 7,655      |   |                                  | $ | 62,107     |                                           |  | $ | 7,655      |  
|                                                     |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Supplemental disclosures of cash flow information:   |  |                                  |            |   |                                  |   |            |                                           |  |   |            |  
|Cash paid for interest                               |  | $                                | 118,883    |   |                                  | $ | 48,432     |                                           |  | $ | 283,880    |  
|Members equity in exchange for rent                 |  |                                  |           |   |                                  |   |           |                                           |  |   | 4,500      |  
|Equipment contributed by non-members                 |  |                                  |           |   |                                  |   |           |                                           |  |   | 34,730     |  
|Equipment acquired with capital lease                |  |                                  |           |   |                                  |   | 31,072     |                                           |  |   | 101,011    |  
|Furniture acquired with note payable                 |  |                                  |           |   |                                  |   |           |                                           |  |   | 11,600     |  
|Note payable paid with equity                        |  |                                  |           |   |                                  |   |           |                                           |  |   | 36,600     |  
|Minority interest in subsidiary acquired with equity |  |                                  |           |   |                                  |   |           |                                           |  |   | 27,310     |  
|Debt satisfied with stock                            |  |                                  |           |   |                                  |   | 56,063     |                                           |  |   | 3,130,283  |  
|Net assets obtained in reverse merger                |  |                                  |           |   |                                  |   |           |                                           |  |   | 151,749    |  
|Net liabilities assumed in reverse merger            |  |                                  |           |   |                                  |   |           |                                           |  |   | 597,321    |  

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements



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##### Table of Contents

ATMOSPHERIC GLOW TECHNOLOGIES, INC. & SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

Notes to Unaudited Condensed Consolidated Financial Statements



|1. | Summary of Significant Accounting Policies and Other Disclosures
|-- | ----------------------------------------------------------------



General Information - Atmospheric Glow Technologies, Inc. and subsidiary conduct research and
development activities to develop commercial applications for the One Atmosphere Uniform Glow Discharge Plasma (OAUGDP®), a process of non-thermal, atmospheric pressure processing for use in areas such as sterilization, decontamination, surface cleaning and etching.

Condensed Consolidated Financial Statements - The accompanying condensed consolidated financial statements include the accounts of
Atmospheric Glow Technologies, Inc. and its wholly owned subsidiary, Tice Engineering and Sales, Inc. The consolidation of these entities is collectively referred to as the Company or AGT. All significant intercompany
balances and transactions have been eliminated.

These financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in complete
financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been
included. All adjustments made are of a normal recurring nature. Operating results for the three-month and nine-month periods ended December 31, 2006 are not necessarily indicative of the results that may be expected for the year ending
March 31, 2007.

The balance sheet at March 31, 2006 has been derived from the audited financial statements at that date, but does
not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as of and for the period ended
March 31, 2006.

Revenue and Cost Recognition - Revenues from research contracts and grants are recognized as costs are incurred
under a percentage of completion method. Contract costs include direct materials, labor, subcontract costs and allocated indirect costs such as indirect labor costs, occupancy costs and other general overhead. General and administrative costs are
charged to expense as incurred.

Royalties - The Company recognizes royalty revenue when it is fixed and determinable.

Accounting for Stock-Based Compensation - Prior to April 1, 2006, the Company accounted for its stock options under the recognition and
measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, as permitted by Financial Accounting Standards Board (FASB) Statement No. 123, Accounting for
Stock-Based Compensation(FAS 123). Effective April 1, 2006, the Company adopted the fair value recognition provisions of FASB



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##### Table of Contents

Notes to Unaudited Condensed Consolidated Financial Statements, Continued



|1. | Summary of Significant Accounting Policies and Other Disclosures (continued)
|-- | ----------------------------------------------------------------------------



Statement No. 123(R),Share-Based Payment(FAS 123(R)), using the modified-prospective-transition method. Under that
transition method, compensation costs to be recognized effective April 1, 2006 are to include: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of April 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of FAS 123, and (b) compensation cost for all share-based payments granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with the
provisions of FAS 123(R). The Company uses the graded attribution method to recognize expense on awards with graded vesting.

As a result of
adopting FAS 123(R) there was no material effect on the Companys income before taxes and net income for the three and nine months ended December 31, 2006. Had the Company elected to adopt the fair value recognition provisions of FAS
123(R) at April 1, 2005, pro forma net loss and loss per share would be as follows for the three and nine months ended December 31, 2005 and inception to date as of December 31, 2005:



|                                     |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|------------------------------------ |  | ---------------------------------- | -------- | - | --------------------------------- | - | ---------- | ----------------------------------------- |  | - | ---------- | -
|                                     |  | Three monthsended December 31,2005 |          |   | Nine monthsended December 31,2005 |   |            | May 1, 2000(Inception) toDecember 31,2005 | 
|Basic and diluted:                   |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|Net loss, as reported                |  | $                                  | (569,737 | ) |                                   | $ | (1,721,286 | )                                         |  | $ | (5,727,974 | )
|Stock based compensation, net of tax |  |                                    |         |   |                                   |   |           |                                           |  |   | 22,727     |  
|                                     |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|Net loss, pro forma                  |  | $                                  | (569,737 | ) |                                   | $ | (1,721,286 | )                                         |  | $ | (5,750,701 | )
|                                     |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|Loss per share:                      |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|Basic and diluted, as reported       |  | $                                  | (0.00    | ) |                                   | $ | (0.01      | )                                         |  | $ | (0.03      | )
|                                     |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  
|Basic and diluted, pro forma         |  | $                                  | (0.00    | ) |                                   | $ | (0.01      | )                                         |  | $ | (0.03      | )
|                                     |  |                                    |          |   |                                   |   |            |                                           |  |   |            |  



|2. | 2006 Equity Incentive Plan
|-- | --------------------------

In May 2006, the
Company approved the 2006 Equity Incentive Plan (the 2006 Incentive Plan). Under the 2006 Incentive Plan, up to 10,000,000 of the Companys Common Shares (subject to adjustment in the event of stock splits and other similar events)
may be issued pursuant to awards under the plan. Awards under the plan consist principally of incentive stock and non qualified stock options, restricted stock awards and stock bonuses. On June 19, 2006, the Company issued to its Chief
Executive Officer options to purchase 2,000,000 Common Shares of AGT at an exercise price of $0.12 per share for five years after the first year of employment, 2,000,000 Common Shares of AGT at an exercise price of $0.18 per share for five years
after the second year of employment and 2,000,000 Common Shares of AGT at an exercise price of $0.27 per share for five years after the third year of employment. Also, during the previous quarter, the Company issued to various employees options to
purchase 950,000 Common Shares of AGT at an exercise price of $0.11 per share for five years after December 18, 2006. The Company recognized $64,487 and $108,074 in compensation expense under this plan for the three and nine months ended
December 31, 2006, respectively. The total compensation cost related to non-vested awards not yet recognized amounted to $121,176 as of December 31, 2006.



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##### Table of Contents

Notes to Unaudited Condensed Consolidated Financial Statements, Continued



|2. | 2006 Equity Incentive Plan (continued)
|-- | --------------------------------------



The following table summarizes information about stock options under this plan at December 31,
2006:



|               |  |                                   |  |                                     |  |                                         |  |                     |      |                                    |           |                                        |        
|-------------- |  | --------------------------------- |  | ----------------------------------- |  | --------------------------------------- |  | ------------------- | ---- | ---------------------------------- | --------- | -------------------------------------- | -------
|               |  | Options Outstanding              
|Exercise Price |  | NumberOutstandingat March 31,2006 |  | NumberOutstandingatDecember 31,2006 |  | AverageRemainingContractualLife(Months) |  | GrantDateFair Value |      | NonvestedShares atDecember 31,2006 |           | Options Exercisable atDecember 31,2006
|$0.11          |  |                                  |  | 950,000                             |  | 60                                      |  | $                   | 0.12 |                                    |          |                                        | 950,000
|$0.12          |  |                                  |  | 2,000,000                           |  | 66                                      |  | $                   | 0.06 |                                    | 2,000,000 |                                        |       
|$0.18          |  |                                  |  | 2,000,000                           |  | 78                                      |  | $                   | 0.03 |                                    | 2,000,000 |                                        |       
|$0.27          |  |                                  |  | 2,000,000                           |  | 90                                      |  | $                   | 0.01 |                                    | 2,000,000 |                                        |       

The weighted average remaining contractual life of outstanding options under this plan is 76
months (6.3 years). The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:



|                        |  |             
|----------------------- |  | ------------
|Dividend growth rate    |  | 0.00%       
|Expected volatility     |  | 8.74%       
|Risk free interest rate |  | 5.18%       
|Expected lives          |  | 6 to 8 years



|3. | Notes Payable
|-- | -------------

During the quarter ended
December 31, 2006, the Company obtained an unsecured loan from a third party for $200,000. The loan is payable on February 18, 2007 and bears interest at a rate of 12% per annum. As an inducement to make the loan, the holder received
a premium payment of 400,000 Common Shares of the Company.

During the previous quarter, the Company entered into agreements to obtain short
term loans from certain executive officers and employees through payroll deductions in the total amount of $49,875 from checks received every second week over a fourteen week period beginning with the checks issued on July 26, 2006. As of
December 31, 2006, $49,875 had been received from these loans, with $14,250 being received during the quarter ended December 31, 2006. Originally, the principal was payable beginning on November 1, 2006 in equal amounts payable every
second week for fourteen weeks. The notes were amended to provide that all amounts are due and payable on April 30, 2007. The notes provide for interest at a rate of 10% per annum. At the option of the lender, amounts owed by AGT may be
converted into Common Shares of AGT at the lowest price that shares were sold by AGT in any private placement during the term of the loan, but in no event at a price greater than $0.12 per share. At the end of the deduction period, each lender also
received one Common Share of AGT for each $1 loaned (a total of 49,875 shares) as an inducement to make the loan.



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##### Table of Contents

Notes to Unaudited Condensed Consolidated Financial Statements, Continued



|3. | Notes Payable (continued)
|-- | -------------------------



On December 31, 2006, certain shareholders and lenders rescinded incentive shares granted during
2006 for loans previously extended to the Company. As a result, at December 31, 2006, the Company reversed $263,515 of interest expense, of which approximately $28,148 and $103,409 related to the quarters ended June 30, 2006 and September 30,
2006.

Subsequent to December 31, 2006, the Company entered into an agreement to obtain a short term loan from the Companys CEO
through four biweekly payroll deferrals beginning January 10, 2007, in the total amount of $18,694. The notes provide for interest at a rate of 10% per annum. At the option of the lender, amounts owed by AGT may be converted into Common
Shares of AGT at the lowest price that shares were sold by AGT in any private placement during the term of the loan, but in no event at a price greater than $0.05 per share.

During the quarter ended September 30, 2006, the Company obtained loans totaling $438,500 from certain officers, directors and shareholders of the
Company. The loans have been extended, with unpaid interest included in the principal balance. The notes are payable April 30, 2007 and bear interest at a rate of 10% per annum. All the notes are convertible at the option of the holder
into Common Shares of the Company at the lesser of the lowest price shares have been sold in any private placement during the term of the note and a price that may be established by the Board of Directors.

During the quarter ended September 30, 2006, the Company obtained a loan for $100,000 from a third party. The loan has been extended, with unpaid
interest included in the principal balance. The note is payable on April 30, 2007, bears interest at a rate of 10% per annum, with conversion terms similar to other promissory notes issued by the Company as cited above.

During the quarter ended September 30, 2006, the Company obtained a loan from a financial institution in the amount of $25,000, which bears interest
at a variable rate (13.24% at September 30, 2006). Should repayment be required under the guarantee, the director would be entitled, at the directors option, under conversion terms similar to other promissory notes issued by the Company
as cited above.

During the quarter ended June 30, 2006, the Company obtained a $75,000 loan from its Chief Executive Officer. The loan
has been extended, with unpaid interest included in the principal balance, is payable on April 30, 2007, bears interest at a rate of 10% per annum, with conversion terms similar to other promissory notes issued by the Company as cited
above.

During the quarter ended June 30, 2006, the Company obtained a loan for $50,000 from a third party. The loan is payable as a
one year convertible promissory note and bears interest at a rate of 10% per annum, payable quarterly, and is convertible at the option of the holder in Common Shares of the Company at the same price as shares are being sold in any private
placement active at the time of conversion, but in no event at a price greater than $0.12 per share.

During the quarter ended June 30,
2006, the Company also issued a note to a third party in the amount of $96,000, which provides for payment of interest only at a rate of 10% per annum on August 14, 2006. This note was converted into Common Shares of AGT at a conversion
rate of $0.12 per Common Share.



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##### Table of Contents

During the quarter ended June 30, 2006, the Company also financed certain insurance premiums through
the issuance of a $77,100 note payable in twelve monthly installments bearing interest at 7.5% per annum.



|4. | Loss Per Share
|-- | --------------

Basic earnings (loss) per share
assumes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share reflect, in periods in which they have a
dilutive effect, the effect of common shares issuable upon the exercise of stock warrants, using the treasury stock method of computing such effects and contingent shares, or conversion of convertible debt. As a result of the Companys net
losses, the effect of potentially dilutive outstanding stock options of 14,415,584 shares had an antidilutive effect. Basic and diluted loss per share are the same for all classes of the Companys common stock (thus they are not presented
separately) because they have non-cumulative dividend rights under the terms of the Certificate of Incorporation of which none were available for distribution.

Common stock equivalents not included in the computation of diluted earnings per share because the options exercise prices were greater than the average market price of the common stock were 255,023 at
December 31, 2006.

The following table sets forth the computation of basic loss per share for the three and nine months ended
December 31, 2006 and 2005, and from inception to December 31, 2006:



|                                      |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|------------------------------------- | ---- | ------------------------------- | ----------- | ---- | ------------------------------ | - | ----------- | ------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | - |  | - | ----------- | -
|                                      |      | Three months ended December 31, |             |      | Nine months ended December 31, |   |             | May 1, 2000(Inception) toDecember 31, | 
|                                      | 2006 |                                 |             | 2005 |                                |   | 2006        |                                       |  | 2005 |             |   | 2006 |  
|Loss:                                 |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|Basic and diluted:                    |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|Loss available to common shareholders |      | $                               | (160,399    | )    |                                | $ | (569,737    | )                                     |  | $    | (1,730,272  | ) |      | $ | (1,721,286  | ) |  | $ | (8,315,675  | )
|Shares:                               |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|Basic and diluted:                    |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|Weighted shares outstanding           |      |                                 | 237,773,803 |      |                                |   | 226,331,806 |                                       |  |      | 236,156,372 |   |      |   | 225,482,615 |   |  |   | 227,261,775 |  
|                                      |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  
|Loss per share                        |      | $                               | (0.00       | )    |                                | $ | (0.00       | )                                     |  | $    | (0.01       | ) |      | $ | (0.01       | ) |  | $ | (0.04       | )
|                                      |      |                                 |             |      |                                |   |             |                                       |  |      |             |   |      |   |             |   |  |   |             |  



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##### Table of Contents

Notes to Unaudited Condensed Consolidated Financial Statements, Continued



|4. | Loss Per Share (continued)
|-- | --------------------------



Weighted average Common Shares outstanding for the period from May 1, 2000 (inception) to
December 31, 2006, are retroactively computed to reflect the capital structure of the Company after the reverse merger.



|5. | Impairment of Intangible Assets
|-- | -------------------------------

During the quarter
ended September 30, 2006, the Company determined that the value of its sewing patents had been impaired based on recent developments related to its license and royalty agreements, including the improbability of future royalty revenues, and certain
other factors. Based on this determination, the Company recognized an impairment loss of $133,649 during the second quarter which is included in general and administrative expenses in the statements of operations.



|6. | Continuing Operations
|-- | ---------------------

The accompanying financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company had losses of $1,730,272,
$1,721,286 and $8,315,675 in the nine months ended December 31, 2006 and 2005, and inception to date, respectively. This factor, among others, may indicate the Company will be unable to continue as a going concern for a reasonable period of
time. Management realizes the Company must reach profitable operations and generate additional funds in order to continue as a going concern. The Company is trying to raise additional capital through a merger, additional debt and/or increased equity
investment to fund the continuing efforts to commercialize the OAUGDP® technology. During the quarters ended September 30, 2006 and December 31, 2006, the Company undertook various cost cutting actions to reduce overhead and operating expenses. Absent additional capital,
management may further reduce commercialization costs and focus on existing revenue generated from research and development contracts.



12



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis or Plan of Operation.
|------- | ----------------------------------------------------------

AGT is a development stage enterprise currently dependent upon capital raised mainly through private placements. Our net loss was $1,730,272 for the nine months ended December 31, 2006 and we have had cumulative
losses totaling $8,315,675 since inception of the business on May 1, 2000. Current revenues consist substantially of research and development contracts related to possible applications of the patented OAUGDP®. Revenues from these contracts for the nine months ended December 31, 2006,
decreased approximately 4% from the same nine months in 2005, but annualized contract revenues have increased 112% since 2003. However, as with other development stage enterprises in our industry, contract revenues do not cover all of our costs,
specifically the additional personnel needed to advance the technology further toward the product stage. Expenses have decreased approximately 1.5% for the nine months ended December 31, 2006 compared to the same period in 2005, and annualized
expenses have increased 121% since 2003, mainly due to increased personnel levels, rent and interest expense.

Results of Operations

Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005

We incurred a net loss of $160,399 for the three months ended December 31, 2006, compared to a net loss of $569,737 for the three months ended
December 31, 2005 for a decrease in net loss of $409,338 or 72%. Our revenues increased by 6.5% mainly due to timing of revenues from our federal government research and development contracts. Overall, operating expenses have decreased 39% with
a 14% decrease in payroll and a 58% decrease in laboratory expenses associated with a reduction in headcount and costs related to internal and commercial projects, and a 76% decrease in non-cash general and administrative expenses due to several
stockholders rescinding certain incentive shares issued earlier in 2006.

Nine Months Ended December 31, 2006 Compared to Nine Months Ended
December 31, 2005

We incurred a net loss of $1,730,272 for the nine months ended December 31, 2006, compared to a net loss of
$1,721,286 for the nine months ended December 31, 2005 for an increase in net loss of $8,986 or 0.5%. Our revenues decreased by 2.7% mainly due to a decrease in revenues from our federal government research and development contracts. Overall,
operating expenses have decreased 0.8% with the most significant fluctuation being a 38% increase in general and administrative expenses mainly due to increases in legal and professional fees related to fundraising, recognition of an impairment loss
of $133,649 and higher interest expenses. These increases are offset somewhat by a 6% decrease in payroll and a 41% decrease in laboratory expenses associated with a reduction in headcount and costs related to internal and commercial projects.

Inflation

Inflation has not had a
significant impact on operations to date.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through the sale of equity, and recently through debt, most of which is convertible to
equity. The Company needs substantial additional funding in the near future to develop and bring to a commercialization state its OAUGDP® technology. The Company is working with a number of potential sources for such funding, but there is no guarantee that we can obtain sufficient funding
to continue through our next fiscal year.



13



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##### Table of Contents

At December 31, 2006, AGT had $7,655 in cash and cash equivalents. The goal of our current funding
efforts remains at raising up to an additional $5 million to support operations and continued product development/enhancement initiatives. AGT has ended its consulting agreement and a placement agreement with Maxim Group LLC and we are actively
pursuing other options in this regard. Expenditures for fiscal year 2007, specifically payroll and related costs, are expected at levels sufficient to achieve milestones in government contracts and to support limited commercial application
development. If the company raises the additional targeted funding, earns and receives current and forecasted contract revenues and continues its cost reduction efforts already underway, AGT should have sufficient capital to meet its operating needs
for two years.

During the first nine months of fiscal 2007, we also received net proceeds of $409,025 through the issuance of Common
Shares under a private placement, and we borrowed $1,170,626 reflected in various promissory notes which may be converted to Common Shares by the holders. As of February 13, 2007, all holders of outstanding convertible notes with maturity dates
up through that date have agreed to extend the maturity date of their notes. The total amount of such notes is $1,002,900.

AGT has not
made all of the license payments or reimbursed all expenses as provided under its license agreement for the One Atmospheric Glow Discharge Plasma technology with University of Tennessee Research Foundation (UTRF). UTRF had agreed to
allow AGT extra time to pay and not all the terms of the extension were met triggering a response by UTRF. Another arrangement was worked out by letter from UTRF dated January 12, 2007 setting up a new payment schedule through July 15,
2007. UTRF has also required AGT to provide it with additional information and to take action to develop a plan for continued payment of amounts due it. UTRF is expected to meet with AGT management monthly regarding the plan.

On February 12, 2007, AGT was notified of a default relating primarily to payments owed under its employment agreement with President, COO and
co-founder Kimberly Kelly-Wintenberg. The Company is working to resolve any issues pertaining to this agreement as well as issues of default involving similar employment agreements with Suzanne South, AGT co-founder and Director of Biodevelopment,
and with Daniel Sherman, AGT co-founder and Director of Plasma Science, after receiving notices of default from each of them on February 13, 2007. The company estimates the cost to cure the identified defaults at $19,166, $1,971 and $1,541
respectively, for a total of $22,678. The terms for all three employment agreements end February 28, 2007.

Special Considerations

This section captioned Special Considerations and other parts of this Quarterly Report on Form 10-QSB include certain
forward-looking statements within the meaning of the federal securities laws. Actual results and the occurrence or timing of certain events could differ materially from those described in any of such forward-looking statements due to a number of
factors, including those set forth below and elsewhere in this Form 10-QSB. See Other Factors Relating to Forward-Looking Statements below.



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##### Table of Contents

Product Development. The key to future success will be our ability to develop and commercialize
new applications using the OAUGDP® technology.
There are no assurances that AGT can successfully develop or commercialize new applications of the OAUGDP® technology.

Key Management and Technical Staff. We must be able to
identify, recruit and retain key management and technical staff. There are no assurances such individuals can be identified, hired or retained.

New Capital. Future operations are dependent on our ability to raise sufficient capital for these needs. There are no assurances that we can raise these funds.

Other Factors Relating to Forward-Looking Statements

Statements contained in this Form 10-QSB
that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as believes, anticipates,
expects and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements or events, or timing of events, to differ materially from any future results, performance or achievements or events, or timing of events, expressed or implied by such forward-looking statements. We cannot assure that we will be able to
anticipate or respond timely to the changes that could adversely affect our operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods.
Fluctuations in operating results may result in fluctuations in the price of our securities.

There can be no assurance that we will be
able to raise any additional financing on acceptable terms. If such financing is not available on satisfactory terms, we may be unable to expand the business or develop new customers as desired and our operating results may be adversely affected.
Debt financing will increase expenses and must be repaid regardless of operating results. Equity financing could result in dilution to existing stockholders.

Some of the more prominent known risks and uncertainties of our business are set forth below. However, this section does not discuss all possible risks and uncertainties to which we are subject, nor can it be assumed
that there are not other risks and uncertainties which may be more significant.



| |  |  | the lack of working capital needed to maintain the license for and further develop and apply the OAUGDP®technology and managements ability to find acceptable financing to supply such working capital;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential failure to successfully negotiate licensing agreements, or find strategic partners to further develop, or
potential buyers for, the OAUGDP®technology;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the shortage of qualified and competent engineers, scientists or product specialists and the risk that we will be unable to retain key employees and managers;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | dependence on start-up technologies and applications and the ability to continue to successfully obtain government contracts which are expected to generate most of
our revenue for some time into the future;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the unanticipated expense of new product development, the potential failure to complete new products on a timely and cost effective basis, and the failure of any
such products to achieve substantial market acceptance;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the dependence on patents and the ability to protect proprietary products, the potential that existing patents or future patents obtained by us will not be
enforceable, the risk that the products will infringe on patents held by others or the risk that competitors will develop similar or functionally similar products; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential adverse effect of competition, the potential failure to provide competitive timely designs of cost-effective solutions, products or services and the
potential adverse effect of technological change with which we are unable to keep pace.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Controls and Procedures.
|------- | ------------------------

Evaluation of Disclosure Controls and
Procedures

The Companys Chief Executive Officer and the Chief Accounting Officer carried out an evaluation of the effectiveness
of the design and operations of the Companys disclosure controls and procedures as of December 31, 2006. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in its periodic SEC
filings is recorded, processed and reported within the time periods specified in the SECs rules and forms. Based upon that evaluation, the Chief Executive Officer concluded that the Companys disclosure controls and procedures as of
December 31, 2006 were effective in timely alerting him to material information relating to the Company (including its consolidated subsidiary) required to be included in the Companys periodic SEC filings.

Changes in Internal Controls

There were no
significant changes in the Companys internal control over financial reporting or in other factors identified in connection with the evaluation described above that occurred during the Companys fiscal quarter ended December 31, 2006,
that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II OTHER INFORMATION



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

During the third quarter of fiscal year 2007, AGT issued 1,750,000 Common Shares for $101,000 in an offering under Regulation S under the Securities Act of 1933 (the Securities Act). The issues were a part
of an offering of up to 18,750,000 Common Shares at a price equal to the final bid on the Electronic Bulletin Board for AGTs shares on the day before the transaction. The placement agent in the sale of these shares was Bellador Information
Services FZ-LLC which received a 35% commission on funds raised by it offshore.



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##### Table of Contents

During the quarter ended December 31, 2006, the Company obtained an unsecured loan from a third
party for $200,000. The loan is payable on February 18, 2007 and bears interest at a rate of 12% per annum. As an inducement to make the loan, the holder received a premium payment of 400,000 Common Shares of the Company. The shares were
issued in a private placement under Section 4(2) of the Securities Act. A fee of $20,000 was paid in connection with the loan.



|Item 6. | Exhibits.
|------- | ---------



|                                                    |  |                                                                                                                                     |  |                     |  |           
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | ----------
|                                                    |  |                                                                                                                                     |  | ExhibitTable Number |  | PageNumber
|I. Articles of Incorporation and Bylaws             |  | 3                                                                                                                                   |  |                    
|                                                    |  | (i)     Certificate of Incorporation of Tice Technology, Inc.                                                                       |  |                     |  | ±         
|                                                    |  | (ii)    Certificate of Amendment to Certificate of Incorporation of Tice Technology, Inc. (now Atmospheric Glow
Technologies, Inc.) |  |                     |  | *         
|                                                    |  | (ii)    Amended and Restated Bylaws of Atmospheric Glow Technologies, Inc.                                                          |  |                     |  | x         
|II. Instruments Defining Rights of Security Holders |  | 4                                                                                                                                   |  |                    
|                                                    |  | (i)     Common Stock Purchase Warrant                                                                                               |  |                     |  | #         
|III. Material Contracts                             |  | 10                                                                                                                                  |  |                    
|                                                    |  | (i)     2006 Equity Incentive Plan of Atmospheric Glow Technologies, Inc.                                                           |  |                     |  | #         
|                                                    |  | (ii)    Employment Agreement  W. Scott McDonald and Atmospheric Glow Technologies, Inc.                                            |  |                     |  | #         
|                                                    |  | (iii)  Stock Option Agreement  W. Scott McDonald and Atmospheric Glow Technologies, Inc.                                           |  |                     |  | #         
|                                                    |  | (iv)   Severance Agreement  W. Scott McDonald and Atmospheric Glow Technologies, Inc.                                              |  |                     |  | #         
|IV. Rule 13a-14(a)/15d-14(a) Certifications         |  | 31                                                                                                                                  |  |                    
|                                                    |  | (i)     Certifications  Chief Executive Officer, W. Scott McDonald                                                                 |  |                     |  | 19        
|                                                    |  | (ii)    Certifications  Chief Accounting Officer, Sharon L. Draper                                                                 |  |                     |  | 21        
|V. Section 1350 Certifications                      |  | 32                                                                                                                                  |  |                    
|                                                    |  | (i)     Certification  Chief Executive Officer, W. Scott McDonald and Chief Accounting Officer, Sharon L.
Draper                   |  |                     |  | 23        
|VI. Additional Exhibits                             |  | 99                                                                                                                                  |  |                    
|                                                    |  | (i)     Audit Committee Charter                                                                                                     |  |                     |  | x         

---

|± | Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Tice Technology, Inc. that became effective August 1, 1997.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Previously filed as an exhibit to Form 10-KSB for the year ended March 31, 2004.
|- | --------------------------------------------------------------------------------

|x | Previously filed as an exhibit to Form 10-KSB for the year ended March 31, 2005.
|- | --------------------------------------------------------------------------------

|# | Previously filed as an exhibit to Form 10-QSB for the quarter ended June 30, 2006.
|- | ----------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Atmospheric Glow Technologies, Inc.By:

/s/ W. Scott McDonaldW. Scott McDonald, Chief Executive OfficerDate: February 14, 2007By:

/s/ Sharon L. DraperSharon L. Draper, Chief Accounting OfficerDate: February 14, 2007




18