<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 April 30, 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 June 18, 2004 the registrant had 99,776,704 shares of Common Stock
outstanding.


                                       1
<PAGE>


TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   Financial Statements

         Balance Sheets as of April 30, 2004 (unaudited) and July 31, 2003

         Statements of Operations (unaudited) for the three and nine months
         ended April 30, 2004 and 2003

         Statements of Cash Flows (unaudited) for the nine months ended April
         30, 2004 and 2003

         Notes to Financial Statements (unaudited)

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.


                                       2

<PAGE>
<TABLE>

                                  AMERICAN TECHNOLOGIES GROUP, INC.

                                           BALANCE SHEETS

                                  April 30, 2004 and July 31, 2003
<CAPTION>


                                                                         APRIL 30,       JULY 31,
ASSETS                                                                     2004            2003
                                                                       -------------   -------------
                                                                        (UNAUDITED)
<S>                                                                    <C>             <C>
Current assets:
     Cash and cash equivalents                                         $      4,300    $      2,361
     Accounts receivable, net of allowance for doubtful
       accounts of $1,465 and $1,465 at April 30, 2004
       and July 31, 2003, respectively                                           --          15,000
     Inventories, net                                                         6,193           6,372
     Other current assets                                                        --           1,343
                                                                       -------------   -------------
         Total current assets                                          $     10,493    $     25,076
                                                                       =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                  $    854,921    $    858,899
     Accrued interest payable                                               663,494         459,098
     Accrued interest payable - related party                               127,362          77,519
     Accrued payroll and related liabilities                                433,696         438,273
     Amounts due to related party                                           130,300         130,800
     Notes payable                                                            2,976           6,984
     Notes payable - related party                                          797,111         674,774
     Convertible debentures                                               1,409,511       1,409,511
                                                                       -------------   -------------
         Total current liabilities                                        4,419,371       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 April 30, 2004
       and July 31, 2003 and 4,115,596 shares committed
       but not issued as of April 30, 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                                                (57,461,265)    (57,083,169)
                                                                       -------------   -------------
         Total stockholders' deficit                                     (4,408,878)     (4,030,782)
                                                                       -------------   -------------
                                                                       $     10,493    $     25,076
                                                                       =============   =============

              The accompanying notes are an integral part of these financial statements

                                                 3
</TABLE>

<PAGE>
<TABLE>

                                     AMERICAN TECHNOLOGIES GROUP, INC.

                                          STATEMENTS OF OPERATIONS
                                                (Unaudited)

                        For The Three and Nine Months Ended April 30, 2004 and 2003
<CAPTION>

                                                    THREE MONTHS ENDED               NINE MONTHS ENDED
                                                         APRIL 30,                       APRIL 30,
                                              -----------------------------   -----------------------------
                                                  2004            2003            2004            2003
                                              -------------   -------------   -------------   -------------
<S>                                           <C>             <C>             <C>             <C>
Revenues:
     Technology rights                        $      1,283    $      3,937    $      3,471    $      8,569

Operating expenses:
     General and administrative                     35,209          32,836         127,328         185,259
     Marketing and product development                  --              --              --           1,944
                                              -------------   -------------   -------------   -------------
         Total operating expenses                   35,209          32,836         127,328         187,203
                                              -------------   -------------   -------------   -------------
Other (expense) income:
     Interest expense, net                         (68,132)        (46,049)       (204,396)       (127,062)
     Interest expense - related party              (17,532)             --         (49,843)
     Gain on settlement of payroll related
       obligations                                      --              --              --          29,510
                                              -------------   -------------   -------------   -------------
         Total other expense, net                  (85,664)        (46,049)       (254,239)        (97,552)
                                              -------------   -------------   -------------   -------------

Net loss                                      $   (119,590)   $    (74,948)   $   (378,096)   $   (276,186)
                                              =============   =============   =============   =============

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

Weighted average number of common shares
  outstanding - basic and diluted               99,776,704      99,776,704      99,776,704      99,638,101
                                              =============   =============   =============   =============


                 The accompanying notes are an integral part of these financial statements

                                                     4
</TABLE>

<PAGE>
<TABLE>

                                AMERICAN TECHNOLOGIES GROUP, INC.

                                     STATEMENTS OF CASH FLOWS
                                           (Unaudited)

                        For The Nine Months Ended April 30, 2004 and 2003

<CAPTION>

                                                                           APRIL 30,    APRIL 30,
                                                                             2004         2003
                                                                          ----------   ----------
<S>                                                                       <C>          <C>
Cash flows from operating activities:
     Net loss                                                             $(378,096)   $(276,186)
     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                                                       179        2,144
              Other assets                                                    1,343           --
              Accounts payable and accrued liabilities                      245,684      145,817
                                                                          ----------   ----------
     Net cash used in operating activities                                 (115,890)    (157,735)
                                                                          ----------   ----------

Cash flows from financing activities:
     Proceeds from notes payable - related party                            122,337      169,768
     Payments on notes payable and related party debt                        (4,508)      (4,332)
                                                                          ----------   ----------
     Net cash provided by financing activities                              117,829      165,436
                                                                          ----------   ----------
Net increase in cash and cash equivalents                                     1,939        7,701

Cash and cash equivalents, beginning of period                                2,361          610
                                                                          ----------   ----------
Cash and cash equivalents, end of period                                  $   4,300    $   8,311
                                                                          ==========   ==========
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

                                                5
</TABLE>

<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine months Ended April 30, 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 nine-month
period ended April 30, 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 April 30, 2004, has a working capital deficit
of $4,408,878 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 1,213,724,375 and
2,067,693,750 for the nine months ended April 30, 2004 and 2003, respectively.

                                       6
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine months Ended April 30, 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 April 30, 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 nine months ended
April 30, 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 April 30,
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 the freestanding
derivatives.


                                       7
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine months Ended April 30, 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
April 30, 2004, the Company has a balance of $797,111 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
three quarters of fiscal 2004. Accrued interest for this note totaled $127,362
as of April 30, 2004.

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

Convertible debentures are summarized as follows as of April 30, 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 April 30, 2004.

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

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

As of April 30, 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 June 14, 2004.




                                       8
<PAGE>


                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine months Ended April 30, 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 sheets.



                                       9
<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, acquire an
equity funding facility to finance acquisition of new products, entities and
technologies, and otherwise strengthen the business.

During 2002, the Company entered into various settlement agreements with
noteholders, employees and vendors. The summary of the related debt
extinguishments is as follows:


Settlement of convertible debentures, loan payable and
accrued interest totaling $2,515,941 in exchange for 7,000,000
shares of common stock with a value of $35,000 and patents
with a net book value of $37,187                                     $ 2,443,754

Settlement of amount due to related party and accrued payroll
of $339,433 and $110,777, respectively, in exchange for 960,000
shares of common stock and 3,040,000 shares of committed common
stock valued at $20,000                                                  430,210

Settlement of accrued payroll of $96,128 in exchange for
1,625,000 shares of common stock and 600,000 shares of committed
common stock valued at $8,475 and an agreement to be paid $45,000         42,653

Gain on write-down of accounts payable due to lack of performance
by the vendor or lack of recent collection activity on the part
of the vendor                                                            255,469

Gain on the settlement of accounts payable of $110,000 in exchange
for 1,060,460 shares of common stock valued at $10,605                    99,395

Gain on settlement of accrued payroll of $52,785 in exchange for
450,000 shares of common stock and 475,596 shares of committed
common stock valued at $4,949 and an agreement to be paid $12,000         35,836
                                                                    ------------

                                                                    $  3,307,317
                                                                    ============

During 2003, the Company entered into a settlement agreement
with a former employee regarding accrued payroll of $85,081 in
exchange for 325,000 shares of common stock valued at $1,138
and agreement to be paid $64,398.                                   $     20,683
                                                                    ============


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.




                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>                                                     <C>             <C>
RESULTS FROM OPERATIONS

                                                           April 30,       July 31,
BALANCE SHEET:                                               2004            2003

Current Assets                                          $     10,493    $     25,076
                                                        -------------   -------------
Current Liabilities                                     $  4,419,371    $  4,055,858
                                                        -------------   -------------
Stockholders' Deficit                                   $ (4,408,878)   $ (4,030,782)
                                                        -------------   -------------

                                                          April 30,       April 30,
RESULTS OF OPERATIONS:                                       2004            2003

REVENUE:
Technology rights                                       $      3,471    $      8,569
                                                        -------------   -------------

OPERATING EXPENSES:
General and Administrative                                   127,328         185,259
Marketing Product Development                                     --           1,944
                                                        -------------   -------------
            Total Operating Expenses                         127,328         187,203
                                                        -------------   -------------


OTHER EXPENSE:                                              (254,239)        (97,552)
                                                        -------------   -------------

Net Loss Attributable to Common Stockholders            $   (378,096)   $   (276,186)
                                                        =============   =============

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

Weighted average number of common shares
      outstanding                                         99,776,704      99,638,101
                                                        =============   =============

</TABLE>

Technology rights revenue decreased by $5,098 from $8,569 for the period ending
April 30, 2003 to $3,471 for the period ending April 30, 2004 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 2004 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.


                                       11
<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.

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
April 30, 2004, the Company has a balance of $797,111 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
three quarters of fiscal 2004. Accrued interest for this note totaled $127,362
as of April 30, 2004.

GOING CONCERN

Since its inception, the Company has incurred significant operating losses
totaling over $57 million, and at April 30, 2004, has a working capital deficit
of $4,408,878, 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. Our
independent auditors indicated in their auditor's report for the year ended July
31, 2003 that 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 unable to continue as a going concern.


ITEM 3. CONTROLS AND PROCEDURES

(a)    EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

       As of April 30, 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.




                                       12
<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



                                       13
<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: June 21, 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,          JUNE 21, 2004
------------------          CHIEF EXECUTIVE OFFICER
    GARY FROMM          ACTING CHIEF FINANCIAL OFFICER
                        ACTING CHIEF ACCOUNTING OFFICER



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