<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 October 31, 1996


    [ ]  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.)

                  1017 SOUTH MOUNTAIN AVENUE,  MONROVIA, CA.  91016
                  --------------------------------------------------
                 (Address of principal executive offices) (zip code)

                      Issuer's telephone number: (818) 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 November 29, 1996, the registrant had 18,312,640 shares of Common
Stock outstanding.

<PAGE>

                                  TABLE OF CONTENTS



                                                                            PAGE
PART I   FINANCIAL INFORMATION

ITEM 1   Financial Statements

         Consolidated Balance Sheet as of October 31, 1996 and
         July 31, 1996                                                        3

         Consolidated Statement of Operations for the Three Month Period
         ended October 31, 1996 and the Fiscal Year ended July 31, 1996       5

         Consolidated Statement of Cash Flows for the Three Month
         Periods ended October 31, 1995 and October 31, 1996                  6

         Notes to Consolidated Financial Statements                           7

ITEM 2   Management's Discussion and Analysis                                11


PART II  OTHER INFORMATION


ITEM 2   Changes in Securities                                               13

ITEM 6   Exhibits and Reports on Form 8-K                                    13

         Signatures                                                          14


                                        Page 2

<PAGE>

American Technologies Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
as of July 31, 1996 and October 31, 1996 (unaudited)

                                                       July 31,     October 31,
ASSETS                                                   1996          1996
--------------------------------------------------------------------------------
                                                                    (unaudited)
CURRENT ASSETS
   Cash and Cash Equivalents                        $  2,486,313   $  1,439,195

   Accounts Receivable (net of $10,000 allowance)         43,326         79,880
   Subscriptions Receivable                                8,552         14,563
                                                    ------------   ------------
     Total Accounts & Subscriptions Receivable            51,878         94,443

   Amounts Due From Shareholders                           2,500         84,250
   Marketable Securities                                     -              -
   Deferred Tax                                          261,000        261,000
   Inventory                                              43,961        110,366
   Other Current Assets                                      412         15,107
                                                    ------------   ------------
     Total Other Current Assets                          307,873        470,723

PROPERTY, EQUIPMENT AND MINERAL PROPERTIES
   Mining Property and Equipment                       5,470,089      5,613,304
   Other Property and Equipment                          511,747        531,949
   Accumulated Depreciation                             (240,135)      (261,700)
                                                    ------------   ------------
     Net Property, Equipment and Mineral Properties    5,741,701      5,883,553

GOODWILL, net of accumulated amortization of
   $1,747,717 at July 31, 1996 and $1,877,717 at
   October 31, 1996                                    1,394,023      1,264,023
                                                    ------------   ------------

   TOTAL ASSETS                                     $  9,981,788   $  9,151,937
                                                    ------------   ------------
                                                    ------------   ------------


The accompanying notes are an integral part of these condensed consolidated
balance sheets.
                                          3

<PAGE>

American Technologies Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
as of July 31, 1996 and October 31, 1996 (unaudited)

                                                      July 31,     October 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                    1996          1996
--------------------------------------------------------------------------------
                                                                    (unaudited)
LIABILITIES
   Accounts Payable                                  $  566,136     $  643,727
   Accrued Liabilities                                   31,297         54,028
   Related Party Payables                                76,000         58,000
   Deferred Subscription Income                         110,094        114,589
   Subscription Production                               40,720            -
   Current Portion of N/P                               180,472        180,472
                                                   ------------   ------------
     Total Current Liabilities                        1,004,719      1,050,816

   Deferred Tax Liability                             1,347,224      1,347,224
   Convertible Debentures                                   -          700,000
   Other L/T Liabilities                                363,772        294,043
   Long Term Portion of N/P                             840,020        862,348
                                                   ------------   ------------
                                                      2,551,016      3,203,615

     Total Liabilities                                3,555,735      4,254,431
                                                   ------------   ------------

STOCKHOLDERS' EQUITY
   Series A Preferred - $  .001 par value,                  378            378
    10,000,000 authorized, 
    378,061 issued and outstanding at 
    July 31, 1996 
    378,061 issued and outstanding at 
    October 31, 1996
   Series B Preferred - $.001 par value,                      -              -
    500,000 authorized, 
    33,750 issued and outstanding at July 31, 1996 
    none issued and outstanding at October 31, 1996
   Series C Preferred - $.001 par value,                      2              1
    300,000 authorized 
    2,000 issued and outstanding at July 31, 1996 
    1,000 issued and outstanding at October 31, 1996
   Common Stock: $.001 par value,                        16,220         17,172
    100,000,000 authorized, 
    16,220,264 issued and outstanding 
    at July 31, 1996 
    17,172,000 issued and outstanding at 
    October 31, 1996

   Additional Paid in Capital                        23,117,088     23,913,251
   Stock Subscriptions                                  771,298        339,670
   Deficit                                          (17,478,933)   (19,372,966)
                                                   ------------   ------------
      Total Stockholders Equity                       6,426,053      4,897,506

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  9,981,788   $  9,151,937
                                                   ------------   ------------
                                                   ------------   ------------


The accompanying notes are an integral part of these condensed consolidated
balance sheets.
                                          4

<PAGE>


American Technologies Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
for the three months ended October 31, 1995 and 1996 (unaudited)

                                                          Three Months Ended
                                                              October 31,
                                                      --------------------------
                                                         1995           1996
--------------------------------------------------------------------------------
                                                              (unaudited)
REVENUES
   Publishing                                         $  17,592      $  90,026
   Rental Property                                       31,389            -
   Product Sales                                         22,165         56,830
   Other                                                    -           25,739
                                                   ------------   ------------
     Total Revenues                                      71,146        172,595


COSTS AND EXPENSES
   Publishing Operations                                 83,633         96,976
   Rental Operations                                     65,079            -
   Product Sales and Marketing                           54,219        515,279
   Mining Operations                                    138,344        326,601
   Research and Development                             108,554        287,926
   Officers' Compensation                               133,222        223,939
   General and Administrative                           251,935        427,706
   Interest Expense                                         -           58,202
   Amortization of Intangible Assets                    130,000        130,000
   Other                                                    250            -
                                                   ------------   ------------
     Total Costs and Expenses                           965,236      2,066,629

LOSS BEFORE PROVISION FOR INCOME TAXES                  894,090      1,894,034

PROVISION FOR STATE INCOME TAXES                            -              -
                                                   ------------   ------------

NET LOSS                                             $  894,090   $  1,894,034
                                                   ------------   ------------
                                                   ------------   ------------

NET LOSS PER SHARE                                      $  0.07        $  0.12
                                                   ------------   ------------
                                                   ------------   ------------

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                            13,034,834     16,373,334
                                                   ------------   ------------
                                                   ------------   ------------


The accompanying notes are an integral part of these condensed consolidated
statements.
                                          5

<PAGE>

American Technologies Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
for the three months ended and October 31, 1995 and 1996 (unaudited)

                                                         Three Months Ended
                                                             October 31,
                                                    ----------------------------
                                                         1995          1996
--------------------------------------------------------------------------------
                                                             (unaudited)
CASH FLOW FROM OPERATING ACTIVITIES
   Net Loss                                         $  (894,090)    (1,894,034)
Adjustments to reconcile net loss to net cash used:
   Depreciation and Amortization                        148,589        151,565
   Stock Issued as Consideration for Debt Reduction      32,016            -
   Stock Issued as Consideration for Services             2,001        223,100
Changes in Assets and Liabilities:
   Accounts Receivable                                   42,765        (42,565)
   Advances to Stockholders/Officers                        -          (81,750)
   Inventory                                                -          (66,405)
   Other Current Assets                                     305        (14,695)
   Accounts Payable and Accrued Expenses                372,744        (53,952)
   Line of Credit                                           -
                                                   ------------   ------------
     Net Cash Provided by/(Used in) Operating
      Activities                                       (295,670)    (1,764,887)

CASH FLOW FROM INVESTING ACTIVITIES
   Purchase of Property and Equipment                   (71,741)      (143,215)
   Proceeds from Sale of Marketable Securities            9,996            -
                                                   ------------   ------------
     Net Cash Provided by/(Used in) Investing
      Activities                                        (61,745)      (143,215)

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on Notes Payable                             (6,000)            -
   Payments on Capital Lease                                -          (50,000)
   Payments due Stockholder/Officer                         -          (18,000)
   Net Proceeds from Debenture Issuance                     -          563,500
   Net Proceeds from Stock Issuance & 
    Stock Subscription                                  361,896        365,484
                                                   ------------   ------------
     Net Cash Provided by/(Used in) Financing
      Activities                                        355,896        860,984

NET INCREASE (DECREASE) IN CASH                          (1,519)    (1,047,118)

CASH AND CASH EQUIVALENTS, Beginning of Period           86,019      2,486,313
                                                   ------------   ------------

CASH AND CASH EQUIVALENTS, End of Period            $    84,500    $ 1,439,195
                                                   ------------   ------------
                                                   ------------   ------------


The accompanying notes are an integral part of these condensed consolidated
statements.
                                          6

<PAGE>

                  AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.  BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements have
    been prepared in accordance with generally accepted accounting principles
    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 generally accepted accounting principles 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 three
    month period ended October 31, 1996 are not necessarily indicative of the
    results that may be expected for the year ended July 31, 1997.  For further
    information, please refer to the consolidated financial statements and
    notes thereto included in the Company's Annual Report on Form 10-KSB/A for
    the year ended July 31, 1996.

2.  ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS

    a.   ORGANIZATION AND LINE OF BUSINESS

    American Technologies Group, Inc. (the Company or ATG) was formed on
    September 27, 1988, and merged with an inactive publicly owned company
    named One Stop Printing, Inc., a Minnesota corporation, formerly General
    Cybernetics Corporation.  General Cybernetics Corporation was incorporated
    in September 1968 and was merged with and changed its name to One Stop
    Printing, Inc. in December 1972.  In February 1991, First Western
    Acquisitions, Inc. (FWA), a newly-formed Nevada Corporation, acquired
    effective control of the Company in a reverse merger transaction with the
    inception of the new entity beginning in February 1991 using the name ATG.
    Prior to February 1991, the Company was inactive.  ATG was in the
    development stage until July, 1994 at which time it acquired the publishing
    business of Final Frontier Publishing, Inc., now named ATG Media, Inc., a 
    Minnesota corporation (ATG Media).

    In July, 1994, ATG acquired an 85 percent interest ATG Media in an 
    acquisition accounted for by the purchase method of accounting with 
    the results of operations of ATG Media consolidated with the results of 
    the Company from the date of acquisition (July 29, 1994).  In August 
    1994, ATG completed the acquisition of the remaining 15 percent interest 
    of ATG Media at which time it became a wholly-owned subsidiary.

    In April 1995, ATG acquired 100 percent of the Common Stock of New Concept
    Mining, Inc. (New Concept Mining) a Nevada corporation. The acquisition of
    New Concept Mining was accounted for by the purchase method of accounting
    with the results of operations of New Concept Mining consolidated with the
    results of the Company from the date of acquisition (April 21, 1995).

    ATG is a research and development company principally involved in
    developing, through in-house research or acquisitions, proprietary energy
    and environmental systems and services which offer cost-effective solutions
    to reduce, and in some cases eliminate, hazardous chemical by-products or
    emissions resulting from industrial production and combustion processes.

    ATG Media develops and markets space and technology related publications,
    books and merchandise for the space professional, space enthusiast and
    educational markets.  ATG Media's principal publication is Final Frontier
    Magazine which was first published in 1986.


                                        Page 7

<PAGE>

    New Concept Mining was formed for the purpose of acquiring mineral
    properties with the long-term goal of developing and mining these
    properties.  Some of the mineral properties acquired are currently
    non-producing and have either never been mined or mining activities were
    ceased in excess of ten years ago.

    b.   SIGNIFICANT BUSINESS RISKS

    Since its inception, the Company has incurred significant operating losses.
    The ability of the Company to successfully carrying out its business plan
    is dependent upon (1) its ability to obtain sufficient additional capital,
    (2) generate significant revenues through its existing assets and operating
    business which it has acquired, and (3) overcome significant product 
    development issues.

    The Company plans to raise additional working capital through private
    offerings, as well as attain listing on a national exchange.  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 further develop its mineral properties and execute their
    business plans or generate positive operating results.

3.  DEBENTURES

    In September, 1996, the Company issued $700,000 of 8 percent Convertible
    Debentures (8% Debentures), maturing September 30, 1998.  The accrued
    interest is due quarterly and both the accrued interest and the principal
    is payable in cash or Common Stock at the Company's discretion.  Up to 50
    percent of the original principal amount of the 8% Debentures is
    convertible into Common Stock commencing 45 days after issuance and up to
    100 percent of the original principal amount of the 8% Debentures is
    convertible into Common Stock commencing 75 days after issuance.  The
    conversion price is equal to the lower of $1.68 or 80 percent of the average
    closing bid price of the Common Stock for the five trading days prior to
    conversion.  In November, 1996, $350,000 of the 8% Debentures were
    converted into 209,874 shares of Common Stock.

4.  CAPITAL STOCK

    a.   COMMON STOCK

    During the three months ended October 31, 1996, the Company issued 125,814
    shares of Common Stock for services rendered valued at $223,100.  All 
    shares issued were valued at estimated market value at date of issuance.

    b.   PREFERRED STOCK

    ATG's authorized preferred stock is 50,000,000 shares, par value $0.001 per
    share.  The preferred stock may be issued from time to time in series
    having such designated preferences and rights, qualifications and to start
    limitations as the Board of Directors may determine.

    The Company has designated a series of preferred stock called Series A
    Convertible Preferred Stock (Series A Stock) and has authorized 10,000,000
    shares.  The Series A Stock receives a ten percent higher dividend than the
    Common Stock, is entitled to one vote per share, shares equally with the
    Common Stock upon liquidation and is convertible into one share of Common
    Stock at any time at least five years after issuance upon the payment of
    $3.00 per share.  As of


                                        Page 8

<PAGE>

    October 31, 1996, 378,061 shares of Series A Stock were outstanding, no
    shares having been converted.  The outstanding shares were issued under the
    CAP agreement.

    The Company has designated a second series of preferred stock called
    Series B Convertible Preferred Stock (Series B Stock) and authorized
    500,000 shares.  The Series B Stock has a liquidation preference of $8.00
    per share, is entitled to one vote per share and is convertible upon
    holders request without the payment of any additional consideration during
    the first year following issuance into the number of shares of Common Stock
    equal to the quotient of $8.00 per share and the Market Value per Share for
    the ten trading days immediately preceding conversion and in subsequent
    years into one share of Common Stock for each share of Series B stock.  Of
    the 224,204 Series B Stock subscriptions originally issued in connection
    with the ATG Media acquisition, 111,704 shares were converted into 301,141
    shares ($3.00 per share) of Common Stock in fiscal year 1995 and 78,750
    were converted in fiscal year 1996 into 206,135 shares of Common Stock
    ($3.00 per share).  During the three month period ended October 31, 1996,
    an agreement was reached in which all the remaining Series B Stock was
    canceled in exchange for 15,000 shares of Common Stock.

    The Company has designated a third series of preferred stock called Series
    C Convertible Preferred Stock (Series C Stock) and authorized 2,000 shares.
    The Series C Stock has a liquidation preference of $1,000 per share, an 8
    percent coupon payable at the time of conversion, is non-voting and is
    convertible upon holders request without the payment of any additional
    consideration up to 50 percent on the forty-fifth day following the
    original issuance and is fully convertible on the seventy-fifth day
    following the original issuance into the number of shares of Common Stock
    equal to $1,000 per share plus accrued dividends divided by 70 percent of
    the Market Value per share for the five trading days immediately preceding
    conversion.  The Series C Stock automatically convert on the second
    anniversary of the date of issuance.  As of October 31, 1996, all of the
    outstanding shares of Series C Stock were converted into 1,490,702 shares
    of Common Stock.

    c.   STOCK OPTION PLANS

    During fiscal 1994, the Company adopted the 1993 Incentive Stock Option
    Plan (Incentive Plan) and the 1993 Non-Statutory Stock Option Plan
    (Non-Statutory Plan) to grant options to purchase up to a maximum of ten
    percent of the total outstanding Common Stock of the Company.  Options are
    issued at the discretion of the Board of Directors to employees only under
    the Incentive Plan and to non-employees under the Non-Statutory Plan.
    Under the Incentive Plan, the exercise price of an Incentive Stock Option
    shall not be less than the fair market value of the Common Stock on the
    date the option is granted.  However, the exercise price of an Incentive
    Stock Option granted to a ten percent stockholder (as defined in the
    Incentive Stock Option Plan), shall be at least one hundred ten percent of
    the fair market value of Common Stock on the date the option is granted.
    Exercise prices of options granted under the Non-Statutory Plan may be less
    than fair market value.  Each option expires at the date fixed by the Board
    upon issuance but in no event more than ten years.  The plans expire
    December 2002.

    As of October 31, 1996, there were 1,402,000 outstanding options
    exercisable at between $1.50 and $6.25 per share.  There were no options
    granted or exercised since July 31, 1996.  As of October 31, 1996, 698,500
    options granted under the Plans have vested.

    d.   STOCK SUBSCRIPTIONS

    During the three months ended October 31, 1996, the Company issued 
    163,600 shares of Common Stock valued at $563,860 which were included 
    within stock subscription as of July 31, 1996.  As of October 31, 1996, 
    the Company had not issued (i) 125,814 shares of Common Stock owed for 
    services rendered prior to October 31, 1996, valued at $223,100 and 
    67,207 shares of Common Stock sold under private placements during fiscal
    1996 for an aggregate of $116,570 in cash received during fiscal 1996.

                                        Page 9

<PAGE>


4.  INCOME TAXES

    The Company has recorded a benefit for income taxes of $260,200.  A Federal
    benefit for income taxes of $261,000 was realized in the first fiscal
    quarter, due to the decrease in the valuation allowance.  The decrease in
    the valuation allowance is due to the losses incurred by New Concept Mining
    subsequent to the New Concept Mining acquisition, which can be offset
    against the mineral properties basis differences established in connection
    with the New Concept Mining acquisition.

6.  SUBSEQUENT EVENT

    In November, 1996, the Company issued $1,400,000 of 7 percent Convertible
    Debentures (7% Debentures), maturing November 1, 1999.  The accrued
    interest is due upon the earlier of conversion or maturity.  Up to 50
    percent of the original principal amount of the 7% Debentures is
    convertible into Common Stock commencing 45 days after issuance and up to
    100 percent of the original principal amount of the 7% Debentures is
    convertible into Common Stock commencing 75 days after issuance.  The
    conversion price is equal the lower of $2.775 or 70 percent of the average
    closing bid price of the Common Stock for the five trading days prior to
    conversion.


                                       Page 10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.


Total assets decreased by $829,900 from $9,981,800 to $9,151,900 at July 31,
1996 and October 31, 1996, respectively.  This decrease was the net result of a
decrease in current assets of $841,700, primarily consisting of a cash decrease
of $1,047,100 partially offset by increases in receivables ($42,500), amount due
from shareholders ($81,700) and other current assets ($81,1000) and a decrease
of Goodwill of $130,000 and an increase in Property, Equipment and Mineral
Properties of $141,900.

Total liabilities increased by $698,700 from $3,555,700 to $4,254,400 at July 
31, 1996 and October 31, 1996, respectively. This increase was principally 
the result of the sale of $700,000 of debentures while accounts payable 
($77,600) and accrued liabilities ($22,700) also increased principally in New 
Concept due to increased expenditures incurred in completing the mill on the 
Manhattan mining property. Related party payables and subsription production 
decreased by a total of $58,700.

Total assets decreased by $920,300 from $10,072,200 to $9,151,900 at October 31,
1995 and 1996, respectively.  This decrease was the net result of a decrease in
Goodwill of $745,000 as a result of accelerated amortization and the sale of
Commercial Property of $2,623,500, partially offset by an increase in current
assets of $1,770,000, primarily consisting of increases of cash ($1,325,300),
receivables ($35,500), deferred tax asset ($261,000), inventory ($45,900) and
amount due from shareholders ($81,700) and an increase in Property, Equipment
and Mineral Properties of $678,400.

Total liabilities decreased by $3,248,300 from $7,502,300 to $4,254,000 at 
October 31, 1995 and 1996, respectively.  This decrease was the net result of 
a reduction in accounts payable ($917,900), which was comprised of a 
combination of negotiated cash payments and write-offs, and decreases in 
current and long term notes payable ($2,721,300) resulting from the disposal 
of commercial properties and the payment of other obligations partially 
offset by the sale of $700,000 of debentures.

The Company's consolidated revenue increased by $101,500 from $71,100 to 
$172,600 for the quarters ended October 31, 1995 and 1996, respectively.  
This increase in revenue was primarily attributable to increases in 
publishing of $72,400 due to no issues of Final Frontier Magazine being 
published during the quarter ended October 31, 1995, and product sales of 
$34,600 partially offset by the absence of rental income as a result of the 
sale of the Company's commercial property.  ATG's consolidated loss increased 
$999,900 from $894,100 to $1,894,000 for the quarters ended October 31, 1995 
and 1996, respectively.  This increased loss was the result of increases in 
all categories of expenses due to increased business operations made possible 
by the improved liquidity of the Company.

                                       Page 11
<PAGE>

The Company's cash flow used in operations increased from $295,700 to 
$1,764,900 for the three months ended October 31, 1995 and 1996, 
respectively.  The primary source of working capital during the three months 
ended October 31, 1996 was the sale of $700,000 of 8 percent Convertible 
Debentures for net proceeds of $563,500 and net proceeds from the sale of 
stock and stock subscriptions of $365,500. In the comparable period in 1995, 
the primary source of working capital was the sale of Common Stock for net 
proceeds of $361,896.  The Company anticipates that it will be able to 
continue its operations at the current level for the remainder of the fiscal 
year without the sale of additional securities or generating significant 
revenues from existing operations, however, there can be no assurance to this 
effect.

                                       Page 12

<PAGE>

                                       PART II

                                  OTHER INFORMATION

ITEM 2  CHANGES IN SECURITIES

(a)  Not applicable.

(b)  Not applicable.

(c)  During September, 1996, an aggregate of seven thousand (7,000) shares of
Common Stock were issued to two individuals in consideration of services
rendered.  These are claimed to be exempt from registration under the Securities
Act of 1933, as amended (the "Act"), pursuant to Section 4(2) thereof, as
transactions not involving a public offering, in that the purchasers had full
access to all material information concerning the Company and were acquiring the
shares for investment and not with a view to distribution.  There were no
underwriting discounts or commissions paid in connection with the issuance of
the Common Stock nor was any advertising or other form of general solicitation
used by the Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

       None.

(b)  REPORTS ON FORM 8-K.

       None.


                                       Page 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/ John Collins
                                     -----------------
                                       John Collins
                                       Chairman of the Board,
                                       Chief Executive Officer and
                                       Treasurer

                                  Date:  December 19, 1996


                                       Page 14