<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2004

             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to ____________


                         Commission file number 0-23268

                        AMERICAN TECHNOLOGIES GROUP, INC.
                 (Name of small business issuer in its charter)

           NEVADA                                                95-4307525
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                         P.O. BOX 90, MONROVIA, CA 91016
              (Address of principal executive offices) (zip code)


                    Issuer's telephone number: (626) 357-5000

Check whether the issuer (1) filed all reports 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[ ]

As of March 22, 2004 the registrant had 99,776,704 shares of Common Stock
outstanding.



<PAGE>



TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   Financial Statements

         Balance Sheets as of January 31, 2004 (unaudited) and July
         31, 2003

         Statements of Operations (unaudited) for the three and six
         months ended January 31, 2004

         Statements of Cash Flows (unaudited) for the six months ended
         January 31, 2004

         Notes to Financial Statements

ITEM 2   Management's Discussion and Analysis

ITEM 3   Controls and Procedures

PART II  OTHER INFORMATION

ITEM 1   Legal Proceedings

ITEM 2   Changes in Securities

ITEM 3   Defaults Upon Senior Securities

ITEM 4   Submission to a Vote of Security Holders

ITEM 5   Other Information

ITEM 6   Exhibits and Reports on Form 8-K

SIGNATURES



IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS
FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS REPORT
REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING THOSE DISCUSSED HEREIN AND IN OTHER REPORTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED. IN THIS REPORT,
THE WORDS "ANTICIPATES", "BELIEVES", "INTENDS", "FUTURE", AND SIMILAR
EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH SPEAK
ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY
REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT
MAY ARISE AFTER THE DATE HEREOF.


<PAGE>
<TABLE>
                                  AMERICAN TECHNOLOGIES GROUP, INC.

                                           BALANCE SHEETS

                                 January 31, 2004 and July 31, 2003
<CAPTION>


                                                                         JANUARY 31,     JULY 31,
ASSETS                                                                      2004           2003
                                                                       -------------   -------------
                                                                        (UNAUDITED)
<S>                                                                    <C>             <C>

Current assets:
     Cash and cash equivalents                                         $      2,442    $      2,361
     Accounts receivable, net of allowance for doubtful
       accounts of $1,465 and $1,465 at January 31, 2004
       and July 31, 2003, respectively                                           --          15,000
     Inventories, net                                                         6,232           6,372
     Other current assets                                                     1,343           1,343
                                                                       -------------   -------------
         Total current assets                                          $     10,017    $     25,076
                                                                       =============   =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                  $    854,921    $    858,899
     Accrued interest payable                                               595,362         459,098
     Accrued interest payable - related party                               109,830          77,519
     Accrued payroll and related liabilities                                433,795         438,273
     Amounts due to related party                                           130,300         130,800
     Notes payable                                                            4,312           6,984
     Notes payable - related party                                          761,274         674,774
     Convertible debentures                                               1,409,511       1,409,511
                                                                       -------------   -------------
         Total current liabilities                                        4,299,305       4,055,858
                                                                       -------------   -------------
Stockholders' deficit:
     Series A convertible preferred stock, $.001 par value;
       10,000,00 shares authorized; 378,061 shares issued and
       outstanding                                                              378             378
     Series B convertible preferred stock, $.001 par value;
       500,000 shares authorized; liquidation value at $8.00 per
       share; none issued and outstanding                                        --              --
     Series C convertible preferred stock, $.001 par value;
       2,000 shares authorized; liquidation value of $1,000 per
       share; none issued and outstanding                                        --              --
     Common stock, $.001 par value; 1,000,000,000 shares authorized;
       99,776,704 shares issued and outstanding at January 31, 2004
       and July 31, 2003 and 4,115,596 shares committed
       but not issued as of January 31, 2004 and July 31, 2003              103,892         103,892
     Additional paid-in capital                                          52,941,367      52,941,367
     Stock subscriptions                                                      6,750           6,750
     Accumulated deficit                                                (57,341,675)    (57,083,169)
                                                                       -------------   -------------
         Total stockholders' deficit                                     (4,289,288)     (4,030,782)
                                                                       -------------   -------------
                                                                       $     10,017    $     25,076
                                                                       =============   =============

              The accompanying notes are an integral part of these financial statements

                                                 1
</TABLE>

<PAGE>
<TABLE>

                                     AMERICAN TECHNOLOGIES GROUP, INC.

                                          STATEMENTS OF OPERATIONS
                                                (Unaudited)

                        For The Three and Six Months Ended January 31, 2004 and 2003
<CAPTION>

                                                    THREE MONTHS ENDED               SIX MONTHS ENDED
                                                       JANUARY 31,                      JANUARY 31,
                                              -----------------------------   -----------------------------
                                                  2004            2003             2004            2003
                                              -------------   -------------   -------------   -------------
<S>                                           <C>             <C>             <C>             <C>
Revenues:
     Technology rights                        $        974    $      1,769    $      2,188    $      4,632

Operating expenses:
     General and administrative                     51,304          75,420          92,010         152,423
     Marketing and product development                  --              --             109           1,944
                                              -------------   -------------   -------------   -------------
         Total operating expenses                   51,304          75,420          92,119         154,367
                                              -------------   -------------   -------------   -------------
Other (expense) income:
     Interest expense, net                         (68,132)        (28,384)       (136,264)        (56,805)
     Interest expense - related party              (16,679)        (12,871)        (32,311)        (24,208)
     Gain on settlement of payroll related
       obligations                                      --          29,510              --          29,510
                                              -------------   -------------   -------------   -------------
         Total other expense, net                  (84,811)        (11,745)       (168,575)        (51,503)
                                              -------------   -------------   -------------   -------------
Net loss                                      $   (135,141)   $    (85,396)   $   (258,506)   $   (201,238)
                                              =============   =============   =============   =============

Basic and diluted net loss per common share   $     (0.001)   $     (0.001)   $     (0.003)   $     (0.002)
                                              =============   =============   =============   =============

Weighted average number of common shares
  outstanding - basic and diluted               99,776,704      99,686,426      99,776,704      99,569,065
                                              =============   =============   =============   =============



                 The accompanying notes are an integral part of these financial statements

                                                     2
</TABLE>

<PAGE>
<TABLE>

                                AMERICAN TECHNOLOGIES GROUP, INC.

                                     STATEMENTS OF CASH FLOWS
                                           (Unaudited)

                        For The Six Months Ended January 31, 2004 and 2003
<CAPTION>

                                                                          JANUARY 31,  JANUARY 31,
                                                                             2004         2003
                                                                          ----------   ----------
<S>                                                                       <C>          <C>

Cash flows from operating activities:
     Net loss                                                             $(258,506)   $(201,238)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
         Gain on settlement of payroll related obligations                       --      (29,510)
         Provision for bad debts                                             15,000           --
         Changes in operating assets and liabilities:
              Inventories                                                       140        2,048
              Accounts payable and accrued liabilities                      160,119      112,270
                                                                          ----------   ----------
     Net cash used in operating activities                                  (83,247)    (116,430)
                                                                          ----------   ----------
Cash flows from financing activities:
     Proceeds from notes payable - related party                             86,500      132,618
     Payments on notes payable and related party debt                        (3,172)      (3,035)
                                                                          ----------   ----------
     Net cash provided by financing activities                               83,328      129,583
                                                                          ----------   ----------
Net increase in cash and cash equivalents                                        81       13,153

Cash and cash equivalents, beginning of period                                2,361          610
                                                                          ----------   ----------
Cash and cash equivalents, end of period                                  $   2,442    $  13,763
                                                                          ==========   ==========
Supplemental disclosure of non-cash investing and financing activities:
     Stock issued for payment of accrued payroll and legal fees           $      --    $   1,138
                                                                          ==========   ==========

            The accompanying notes are an integral part of these financial statements

                                                3
</TABLE>

<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

          For The Three and Six Months Ended January 31, 2004 and 2003


NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by accounting principles generally accepted in the United States
of America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the six-month
period ended January 31, 2004 are not necessarily indicative of the results that
may be expected for the year ended July 31, 2004. For further information,
please refer to the financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended July 31, 2003.

NOTE 2 - ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS
----------------------------------------------------------------------

Organization and Line of Business
---------------------------------

American Technologies Group, Inc. (the "Company" or "ATG"), a Nevada
corporation, is engaged in the development, commercialization and sale of
products and systems using its patented and proprietary technologies. The
resulting products are intended to offer cost-effective solutions to reduce, and
in some cases eliminate, hazardous chemical by-products or emissions resulting
from industrial and combustion processes. The Company's proprietary catalyst
technology may improve many commercial products including detergents and
cosmetics.

The Company suspended substantive operations subsequent to July 31, 2001.
Management is currently pursuing various options to obtain additional funding,
including the sale of a majority equity position to investors with an
alternative business plan.

Significant Business Risks
--------------------------

Since its inception, the Company has incurred significant operating losses
totaling over $57 million, and at January 31, 2004, has a working capital
deficit of $4,289,288 and has suspended substantive operations. The ability of
the Company to operate as a going concern is dependent upon its ability (1) to
obtain sufficient additional debt and/or equity capital, (2) sell or license
certain technologies and/or (3) generate significant revenues through its
existing assets and operating business. The successful outcome of future
activities cannot be determined at this time and there are no assurances that if
achieved, the Company will have sufficient funds to execute their business plans
or generate positive operating results. These issues, among others, raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be able to
continue as a going concern.

Net Loss Per Share
------------------

Net loss per common share is based upon the weighted average number of common
shares outstanding during the period in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Common share equivalents were not considered as they would be anti-dilutive and
had no impact on earnings per share for any periods presented. Had common share
equivalents been considered, the incremental shares from dilutive options,
warrants, and convertible debentures would have been 1,171,142,500 and
1,938,823,750 for the six months ended January 31, 2004 and 2003, respectively.

                                       4
<PAGE>
                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

          For The Three and Six Months Ended January 31, 2004 and 2003


NOTE 2 - ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS,
CONTINUED
--------------------------------------------------------------------------------

Segments
--------

The Company operates in one business segment, technology products, as a result
of the sale of its mining business in fiscal 2000.

Stock-Based Compensation
------------------------

The Company accounts for non-employee stock-based compensation under Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation." SFAS 123 defines a fair value based method of
accounting for stock-based compensation. SFAS 123 allows an entity to continue
to measure compensation cost related to stock and stock options issued to
employees using the intrinsic method of accounting prescribed by Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees." Under APB 25, compensation cost, if any, is recognized over the
respective vesting period based on the difference, on the date of grant, between
the fair value of the Company's common stock and the grant price. Entities
electing to remain with the accounting method of APB 25 must make pro forma
disclosures of net income and earnings per share, as if the fair value method of
accounting defined in SFAS No. 123 had been applied.

In December 2002, SFAS 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," was issued. SFAS 148 amends SFAS 123 to provide
alternative methods of transition for voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of SFAS 148 are effective for financial
statements for fiscal years ending after December 15, 2002. The Company adopted
the disclosure provisions of SFAS 148 in these financial statements. The Company
does not anticipate adopting the fair value based method of accounting for
stock-based compensation.

At January 31, 2004, the Company has two stock-based employee compensation
plans. The Company accounts for these plans under the recognition and
measurement principles of APB 25, and related interpretations. During the six
months ended January 31, 2004 and 2003, no stock-based employee compensation
cost is reflected in the accompanying unaudited statements of operations, as all
options granted under those plans had exercise prices equal to or greater than
the market value of the underlying common stock on the date of grant. Had
compensation cost for the Company's Plans been determined consistent with the
provisions of SFAS 123, the Company's net loss would not have changed.

Derivative Instruments
----------------------

The Company accounts for freestanding derivative financial instruments
potentially settled in its own common stock under Emerging Issues Task Force
("EITF") Issue No. 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock." As of January
31, 2004 the Company potentially does not have sufficient authorized shares
available to settle its open stock-based contracts. Pursuant to EITF Issue No.
00-19, the Company is required to recognize the initial fair value of the
applicable contracts (consisting primarily of non-employee stock warrants and
options to purchase common stock) as an asset or liability, and subsequently
measure the change in the fair value (based on a Black-Scholes computation),
with gains and losses included in a statement of operations. The Company has
determined that there is no fair value associated with its freestanding
derivatives.


                                       5
<PAGE>
                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

          For The Three and Six Months Ended January 31, 2004 and 2003


NOTE 3 - NOTE PAYABLE - RELATED PARTY
-------------------------------------

In November 2001, the Company signed a promissory note with a third party who
has since become the Company's chief executive officer for $400,000, which was
later increased to $800,000. The note is unsecured and due on demand. As of
January 31, 2004, the Company has a balance of $761,274 outstanding under the
promissory note. Borrowings bear interest at 9% per annum with interest payments
due monthly. The Company has not paid interest during fiscal 2003 and the first
two quarters of fiscal 2004. Accrued interest for this note totaled $109,830 as
of January 31, 2004.

NOTE 4 - CONVERTIBLE DEBENTURES
-------------------------------

Convertible debentures are summarized as follows as of January 31, 2004:

            Convertible debentures, 7.5%                            $    75,000
            Secured subordinated convertible debentures, 8%           1,334,511
                                                                    ------------
                                                                    $ 1,409,511
                                                                    ============

The 7.5% convertible debentures matured on October 15, 1999 and are in default;
the Company continues to accrue interest on these notes at 7.5%. Accrued
interest on these convertible debentures is due on the earlier of conversion or
maturity and both the accrued interest and the principal are payable in cash or
the Company's common stock at the Company's discretion. The conversion price is
equal to the lower of the average closing bid price of the common stock for the
five trading days prior to the closing or 75% of the average closing bid price
of the common stock for the five trading days prior to conversion.

The remaining outstanding 8% convertible debentures have all matured and are in
default. The Company continues to accrue interest at a 20% default interest rate
on these debentures. These debentures are convertible at fixed or variable
rates, at prices ranging from $0.002 to $0.05 per share as of January 31, 2004.

NOTE 5 - CAPITAL STOCK
----------------------

Stock Subscriptions
-------------------

As of January 31, 2004, the Company had not issued 15,000 shares of Common Stock
owed for services rendered prior to July 31, 2000, valued at $6,750 which is
included in stock subscriptions in the accompanying balance sheets.

Increase in Authorized Shares
-----------------------------

On August 30, 2002, the shareholders approved an amendment to the Company's
certificate of incorporation to increase the authorized number of shares of
common stock from 100,000,000 shares to 1,000,000,000 shares. The Company has
not filed the Certificate of Amendment of Certificate of Incorporation with the
Secretary of the State of Nevada, as of March 16, 2004.


                                       6
<PAGE>
                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

          For The Three and Six Months Ended January 31, 2004 and 2003


NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Indemnities and Guarantees
--------------------------

During the normal course of business, the Company has made certain indemnities
and guarantees under which it may be required to make payments in relation to
certain transactions. The duration of these indemnities and guarantees varies
and, in certain cases, is indefinite. The majority of these indemnities and
guarantees do not provide for any limitation of the maximum potential future
payments the Company could be obligated to make. Historically, the Company has
not been obligated to make significant payments for these obligations and no
liabilities have been recorded for these indemnities and guarantees in the
accompanying balance sheet.





                                       7

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

As reported in our prior public reports, the Company largely had ceased
operations during 2002 and had begun focusing efforts on restructuring and
refinancing. In 2003 and 2002, the Company successfully continued these efforts
to settle various pending law suits, reduce outstanding liabilities to
strengthen the Company's financial position.

American Technologies Group, Inc., a Nevada corporation (the "Company" of "ATG")
was formed on September 27, 1988. The Company is engaged in the development,
commercialization and sale of products and systems using its patented and
proprietary technologies. The Company concentrates its technology discovery and
development processes in two core technology areas: 1. Catalyst Technology, and
2. Water Purification. The products resulting from development of the catalyst
technology are intended to offer cost-effective solutions to reduce, and in some
cases eliminate, hazardous chemical by-products or emissions resulting from
industrial and combustion processes. Additionally, many commercial products may
be improved and enhanced through the use of the Company's proprietary catalyst
technology including detergents and cosmetics. The water purification technology
is currently being developed into a consumer distiller.

The Company's efforts with its proprietary catalyst technology have yielded
commercial applications including The Force(R) airborne combustion enhancers,
fuel additives including a liquid aftermarket additive, a liquid bulk fuel
additive and a two stroke engine additive, catalyst for gas turbines and diesel
power generating plants.

The Company has continued to explore possibilities for licensing and
distributing the distiller for manufacture and sales in selected Asian markets.
The same is true for the Force products, which still find interested customers
both domestically and overseas. Efforts are underway to examine strengthening
the distribution network so as to increase sales. The acquisition of new
entities, technologies and products to create value for shareholders, too, is
underway in the form of evaluating possible investments.


                                       8
<PAGE>



RESULTS FROM OPERATIONS
                                                     January 31,     July 31,
BALANCE SHEET:                                          2004           2003

Current Assets                                      $     10,017   $     25,076
                                                    -------------  -------------
Current Liabilities                                 $  4,299,305   $  4,055,858
                                                    -------------  -------------
Stockholders' Deficit                               $ (4,289,288)  $ (4,030,782)
                                                    -------------  -------------

                                                      Six Months    Six Months
                                                        Ended          Ended
                                                      January 31,   January 31,
RESULTS OF OPERATIONS:                                   2004          2003

REVENUE:
Technology rights                                   $      2,188   $      4,632
                                                    -------------  -------------

OPERATING EXPENSES:
General and Administrative                                92,010        152,423
Marketing Product Development                                109          1,944
                                                    -------------  -------------
            Total Operating Expenses                      92,119         154,367
                                                    -------------  -------------

OTHER EXPENSE                                           (168,575)       (51,503)
                                                    -------------  -------------

Net Loss Attributable to Common Stockholders        $   (258,506)  $   (201,238)
                                                    =============  =============

Basic and Fully Diluted Net Loss Per Common Share:  $     (0.003)  $     (0.002)
                                                    =============  =============

Weighted average number of common shares
      outstanding:                                    99,776,704     99,569,065
                                                    =============  =============


Technology rights revenue decreased by $2,444 from $4,632 for the six month
period ending January 31, 2003 to $2,188 for the period ending January 31, 2004
and from $1,769 in the quarter ending January 31, 2003 to $974 in the quarter
ending January 31, 2004 for a decrease of $795. These decreases were due
generally to decreasing demand of products. The marketing and promotion plan for
The Force has been more difficult than anticipated and taken significantly
longer to implement than foreseen by management. Without sufficient funds to
conduct a targeted advertising campaign and product launch, it is extremely
difficult to gain product awareness and generate sales. Such funds were very
difficult to obtain during the FY 2003 regardless of the considerable efforts
expended by the Company.

A majority of our efforts during the past twelve months has been focused on
stabilizing our financial situation, settling lawsuits with major creditors and
former employees, increasing our authorized capital stock, and beginning the
process of seeking new technologies and activities to merge into.



                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

To date, we have been unable to generate significant cash flows from our
business operations. As a result, we have funded our operations through investor
financing, including sales of common stock and the exercise of warrants and
options. We have also used debt to fund our operations. Until such time as we
are able to generate significant cash flow from operations through increased
sales of our products, we will be required to continue our reliance on investor
financing and debt to fund our operations.

We do not have existing capital resources or credit lines available that are
sufficient to fund our operations and capital requirements as presently planned
over the next twelve months. We are actively pursuing additional funds through
the issuance of debt and/or equity instruments. We may also seek additional
funds from the sale of most or all of our assets. However, such funds may not be
available on favorable terms or at all.

We have concluded that without new acquisitions of technology and products, the
shareholders cannot hope to see their investment valued at a level, which is
deserving.

GOING CONCERN

Our independent accountants have issued the following statement in their
auditor's report in the Company's July 31, 2003 Form 10-KSB "Since its
inception, the Company has incurred significant operating losses totaling over
$57 million, and at July 31, 2003, has a working capital deficit of $4,030,782,
is in default on its convertible debentures and has suspended substantive
operations. The ability of the Company to operate as a going concern is
dependent upon its ability to (1) obtain sufficient additional debt and/or
equity capital, (2) sell or license certain technologies and/or (3) generate
significant revenues through its existing assets and operating business. These
issues, among others, raise substantial doubt about the ability of the Company
to continue as a going concern. Management's plans in regards to these matters
are also described in Note 1. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern."


ITEM 3 CONTROLS AND PROCEDURES

(a)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of January 31, 2004, we carried out an evaluation, under the
         supervision and with the participation of our Chief Executive Officer
         and Chief Financial Officer, of the effectiveness of the design and
         operation of our disclosure controls and procedures. Based on this
         evaluation, our Chief Executive Officer and Chief Financial Officer
         concluded that our disclosure controls and procedures are effective in
         timely alerting them to material information required to be included in
         our periodic reports that are filed with the Securities and Exchange
         Commission. It should be noted that the design of any system of
         controls is based in part upon certain assumptions about the likelihood
         of future events, and there can be no assurance that any design will
         succeed in achieving its stated goals under all potential future
         conditions, regardless of how remote. In addition, we reviewed our
         internal controls, and there have been no significant changes in our
         internal controls or in other factors that could significantly affect
         those controls subsequent to the date of their last valuation.

(b)      CHANGES IN INTERNAL CONTROLS

         There were no significant changes in the Company's internal controls or
         in other factors that could significantly affect these controls during
         the quarter covered by this Report or from the end of the reporting
         period to the date of this Form 10-QSB.



                                       10
<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

31.1     Certification by Chief Executive Officer and
         Chief Financial Officer pursuant to
         Sarbanes-Oxley Section 302:                           Provided Herewith

32.1     Certification by Chief Executive Officer and
         Chief Financial Officer pursuant to
         18 U.S.C. Section 1350:                               Provided Herewith




                                       11
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    AMERICAN TECHNOLOGIES GROUP, INC.





                             BY: /S/ DR. GARY FROMM
                                 ------------------------------
                                 DR. GARY FROMM
                                 CHAIRMAN OF THE BOARD AND
                                 CHIEF EXECUTIVE OFFICER



Date: March 22, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





/S/ DR. GARY FROMM          CHAIRMAN OF THE BOARD,            MARCH 22, 2004
------------------          CHIEF EXECUTIVE OFFICER
    GARY FROMM          ACTING CHIEF FINANCIAL OFFICER
                        ACTING CHIEF ACCOUNTING OFFICER



                                       12