<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, 2000

     [ ] 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: (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 12, 2000, the registrant had 44,214,778 shares of Common Stock
outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                    PAGE
<S>                                                                                                 <C>
PART I          FINANCIAL INFORMATION

ITEM 1          Consolidated Financial Statements

                Consolidated Balance Sheets
                as of April 30, 2000 and July 31, 1999                                                 3

                Consolidated Statements of Operations
                for the Three and Nine Months ended April 30, 2000 and 1999                            5

                Consolidated Statements of Cash Flows
                for the Nine Months ended April 30, 2000 and 1999                                      6

                Notes to the Consolidated Financial Statements                                         7

ITEM 2          Management's Discussion and Analysis                                                  12


PART II         OTHER INFORMATION

ITEM 2          Changes in Securities                                                                 14

ITEM 6          Exhibits and Reports on Form 8-K                                                      14

                Signatures                                                                            15
</TABLE>

                           FORWARD-LOOKING STATEMENTS

IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS
FORWARD-LOOKING STATEMENTS WHICH WE BELIEVE ARE WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AND THE COMPANY DESIRES TO
TAKE ADVANTAGE OF THE "SAFE HARBOR" PROVISIONS THEREOF. THEREFORE THE COMPANY IS
INCLUDING THIS STATEMENT FOR THE EXPRESS PURPOSE OF SUCH SAFE HARBOR WITH
RESPECT TO ALL SUCH 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>

               AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        APRIL 30, 2000 AND JULY 31, 1999

<TABLE>
<CAPTION>

ASSETS                                                                        April 30,                 July 31,
                                                                                 2000                     1999

                                                                         ---------------------    ---------------------
                                                                             (Unaudited)
<S>                                                                           <C>                       <C>
Current assets:

      Cash and cash equivalents                                                   $     3,982              $   710,175
      Accounts receivable, net of allowance for doubtful
          accounts of $10,000 at April 30, 2000  and
          July 31, 1999, respectively                                                  58,644                   47,130
      Inventories, net                                                                218,774                  180,538
      Other current assets                                                             82,486                   24,800
                                                                         ---------------------    ---------------------
           Total current assets                                                       363,886                  962,643
                                                                         ---------------------    ---------------------


Property and equipment, net of accumulated
   depreciation and amortization of $690,386 and $577,418
   at April 30, 2000 and July 31, 1999, respectively                                1,148,132                1,261,100

Notes receivable, net of imputed interest
   of $708,953 and $824,000 at April 30, 2000
   and July 31, 1999, respectively                                                  1,791,047                1,676,000

Technology rights, net of accumulated
    amortization of $1,100,000 and $800,000
    at April 30, 2000 and July 31, 1999, respectively                                 100,000                  400,000

Intangible assets, net of accumulated
    amortization of $399,340 and $349,788
    at April 30, 2000 and July 31, 1999, respectively                                 167,663                  217,215

Other assets                                                                          175,955                  176,609

Assets held for sale                                                                   70,000                  107,885
                                                                         ---------------------    ---------------------
                                                                                  $ 3,816,683              $ 4,801,452
                                                                         =====================    =====================
</TABLE>


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

                                      3
<PAGE>

                            AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                                  CONSOLIDATED BALANCE SHEETS-CONTINUED

                                     APRIL 30, 2000 AND JULY 31, 1999
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT                                               April 30,              July 31,
                                                                                      2000                   1999
                                                                                ------------------     ------------------
                                                                                   (Unaudited)
<S>                                                                                <C>                     <C>
Current liabilities:
      Accounts payable                                                              $   715,467            $   602,728
      Accrued interest payable                                                          400,853                227,801
      Accrued payroll and related liabilities                                           266,016                190,171
      Accrued professional fees                                                         278,908                162,382
      Other accrued liabilities                                                         175,633                162,387
      Amounts due to related parties                                                    578,418                556,358
      Current portion of notes payable                                                1,687,957              1,675,894
      Current portion of convertible debentures                                          75,000                 75,000
                                                                                ------------------     ------------------
           Total current liabilities                                                  4,178,252              3,652,721

Convertible debentures, net of current portion                                        2,225,000              2,750,000
                                                                                ------------------     ------------------

           Total liabilities                                                          6,403,252              6,402,721
                                                                                ------------------     ------------------

Commitments and contingencies

Stockholders' deficit:
      Series A convertible preferred stock, $.001 par value;
          10,000,000 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 at $1,000
          per share; none issued and outstanding                                              -                      -
      Common stock, $.001 par value; 100,000,000 shares
          authorized; 38,500,871 and 29,373,523 shares issued
          and outstanding at April 30, 2000 and July 31, 1999,
          respectively                                                                   38,501                 29,374
      Additional paid in capital                                                     49,329,965             46,122,777
      Stock subscriptions                                                                84,250                196,820
      Prepaid consulting expenses                                                       (51,667)              (590,233)
      Accumulated deficit                                                           (51,987,996)           (47,360,385)
                                                                                ------------------     ------------------
           Total stockholders' deficit                                               (2,586,569)            (1,601,269)
                                                                                ------------------     ------------------
                                                                                    $ 3,816,683            $ 4,801,452
                                                                                ==================     ==================
</TABLE>

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

                                      4

<PAGE>

                       AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2000 AND 1999

                                           (Unaudited)


<TABLE>
<CAPTION>
                                                            Three Months Ended April 30,               Nine Months Ended April 30,
                                                             2000                 1999                  2000                  1999
                                               -------------------   ------------------    ------------------    ------------------
<S>                                                      <C>                 <C>                   <C>                   <C>
Revenues:
      Technology products                            $     22,901         $    107,880          $    150,351          $    204,360
      Other                                                14,294               33,355                48,849               222,386
                                               -------------------   ------------------    ------------------    ------------------
         Total operating revenues                          37,195              141,235               199,200               426,746
                                               -------------------   ------------------    ------------------    ------------------

Operating Expenses:
      General and administrative                          565,577            1,755,884             2,533,013             4,005,850
      Marketing and product development                    65,475              112,278               263,319               647,518
      Research and development                            102,275              169,286               344,181               519,943
      Mining operations                                    16,560               35,495                59,419               117,570
      Loss on impairment of assets held for sale                -              200,000                     -             1,200,000
      Amortization of technology rights                   100,000              100,000               300,000               300,000
                                               -------------------   ------------------    ------------------    ------------------
           Total operating expenses                       849,887            2,372,943             3,499,932             6,790,881
                                               -------------------   ------------------    ------------------    ------------------

Other (Expense) Income:
      Interest expense, net                              (296,393)            (108,281)           (1,326,879)             (845,396)
      Loss on investment in a joint venture                     -                    -                     -               (39,341)
                                               -------------------   ------------------    ------------------    ------------------
                                                         (296,393)            (108,281)           (1,326,879)             (884,737)
                                               -------------------   ------------------    ------------------    ------------------

Net loss from continuing operations before
  discontinued operations                              (1,109,085)          (2,339,989)           (4,627,611)           (7,248,872)

Loss on discontinued operations                                 -              (24,368)                    -              (201,943)
Gain on disposal of discontinued operations                     -              230,200                     -               230,200
                                               -------------------   ------------------    ------------------    ------------------
                                                                -              205,832                     -                28,257
                                               -------------------   ------------------    ------------------    ------------------

Net loss attributable to common stockholders         $ (1,109,085)        $ (2,134,157)         $ (4,627,611)         $ (7,220,615)
                                               ===================   ==================    ==================    ==================

Basic and fully diluted net loss per common share:
      Continuing operations                          $      (0.03)        $      (0.09)         $      (0.14)         $      (0.29)
      Discontinued operations                                   -                 0.01                     -                  0.00
                                               ===================   ==================    ==================    ==================
          Net Loss                                   $      (0.03)        $      (0.08)         $      (0.14)         $      (0.29)
                                               ===================   ==================    ==================    ==================
Weighted average number of
  common shares outstanding                            37,627,099           26,850,333            33,830,141            25,070,103
                                               ===================   ==================    ==================    ==================
</TABLE>


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

                                      5

<PAGE>

                            AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                             FOR THE NINE MONTHS ENDED APRIL 30, 2000 AND 1999

                                               (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Nine Months Ended April 30,
                                                                                     2000                     1999
                                                                               -----------------        -----------------
<S>                                                                                <C>                      <C>
Cash flows from operating activities:
      Net loss                                                                     $ (4,627,611)            $ (7,220,615)
      Adjustments to reconcile net loss to net cash used
         in operating activities:
         Depreciation and amortization                                                  424,807                  431,623
         Write-off of advances to officers and shareholders                                   -                  136,698
         Stock issued and subscribed as consideration for services                      137,393                   47,879
         Stock issued for convertible debenture interest                                  5,390                        -
         Amortization of prepaid consulting                                             616,066                1,697,167
         Imputed interest for notes payable and capital leases                                -                   42,502
         Imputed interest income on notes receivable                                   (115,047)                       -
         Imputed interest expense on convertible debentures                           1,125,656                  624,121
         Gain on disposal of discontinued operations                                          -                 (230,200)
         Stock options issued to consultants                                            298,035                        -
         Loss on impairment of assets held for sale                                          46                1,200,000
         Loss on investment in joint venture                                                  -                   39,341
         Changes in operating assets and liabilities:
             Accounts receivable                                                         14,486                  (16,608)
             Inventories                                                                (38,236)                 (29,774)
             Other current assets                                                        (7,480)                   8,482
             Accounts payable and accrued liabilities                                   491,408                1,213,801
             Amounts due to related parties                                              37,060                        -
                                                                               -----------------        -----------------
     Net cash used in operating activities                                           (1,638,027)              (2,055,583)
                                                                               -----------------        -----------------

Cash flows from investing activities:
    Other                                                                                     -                     (184)
                                                                               -----------------        -----------------
    Net cash used in investing activities                                                    -                      (184)
                                                                               -----------------        -----------------

Cash flows from financing activities:
    Advances from/to officers/shareholders, net                                         (15,000)                 166,451
    Proceeds from issuance of convertible debentures                                    934,771                1,405,913
    Proceeds from notes payable                                                          30,250                  325,000
    Payments on notes payable                                                           (18,187)                 (11,947)
    Payments on capital lease obligation                                                      -                  (50,000)
    Deposit on sale of discontinued operations                                                -                  201,000
                                                                               -----------------        -----------------
     Net cash provided by financing activities                                          931,834                2,036,417
                                                                               -----------------        -----------------
Net cash flows from discontinued operations                                                   -                    7,235

Net change in cash and cash equivalents                                                (706,193)                 (12,115)

Cash and cash equivalents, beginning of period                                          710,175                   60,563
                                                                               -----------------        -----------------
Cash and cash equivalents, end of period                                            $     3,982              $    48,448
                                                                               =================        =================
Supplemental disclosure of non-cash investing
    and financing activities:

    Conversion of debentures                                                        $ 1,525,000              $         -
                                                                               =================        =================
    Stock issued for deposit on sale of discontined operations                      $         -              $ 1,272,500
                                                                               =================        =================
</TABLE>

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

                                      6

<PAGE>

               AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

1.       BASIS OF PRESENTATION

         The accompanying unaudited 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 and nine month periods ended
         April 30, 2000 are not necessarily indicative of the results that may
         be expected for the year ended July 31, 2000. For further information,
         please refer to the consolidated financial statements and notes thereto
         included in the Company's Annual Report on Form 10-KSB for the year
         ended July 31, 1999.

2.       ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS

         a.       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.

         b.       SIGNIFICANT BUSINESS RISKS

         Since its inception, the Company has incurred significant operating
         losses. The ability of the Company to operate as a going concern is
         dependent upon its ability to (1) obtain sufficient additional capital
         and (2) generate significant revenues through its existing assets and
         operating business. The Company plans to raise additional working
         capital through private offerings of debt and equity. 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 its 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 unable to continue as a going concern.

         c.       NET LOSS PER SHARE

         Net loss per common share is based upon the weighted average number of
         common shares outstanding during the fiscal year under the provisions
         of Statement of Financial Accounting Standards ("FAS") 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. However, the impact under the treasury method of
         dilutive stock options would have been incremental shares of 472,504
         and 69,127 for the nine months ended April 30, 2000 and 1999,
         respectively.

                                      7

<PAGE>

         d.       RECLASSIFICATIONS

         Certain amounts in the April 30, 1999 consolidated financial statements
         have been reclassified to conform to current year presentation.

3.       DEBENTURES

         In September 1999, the Company issued a $500,000 secured convertible
         debenture bearing interest at prime rate plus 0.5% per year, (8.75% as
         of the date of issuance), maturing December 31, 2003. The conversion
         price is fixed at $0.25 per share and the conversion feature vests
         January 1, 2000. This convertible debenture plus another debenture in
         the principal amount of $1,000,000 issued in July 1999 is secured by
         the catalyst technology of the Company. The debenture agreement for
         these debentures also contains anti-dilution provisions and certain
         non-financial covenants. In connection with the discount conversion
         feature, the Company has recorded imputed interest of $662,000 included
         in interest expense in the accompanying Statements of Operations.

         In January 2000, the Company issued $250,000 of 7% convertible
         debentures, maturing January 14, 2003. Accrued interest on these
         convertible debentures is due on the earlier of conversion or maturity.
         The conversion price is equal to the lower of $0.23 or 72.5% of the
         average of the lowest three trading prices during the ten trading day
         period prior to conversion. Included with these convertible debentures
         were 500,000 detachable stock warrants to acquire common stock at an
         exercise price of the lower of $0.174 or 72.5% of the average of the
         lowest three trading prices during the ten trading days immediately
         prior to exercise of the warrants. The conversion feature and the
         warrants vest immediately. In connection with the discount conversion
         feature and the fair value of the warrants per FAS 123, the Company has
         recorded imputed interest of $197,828 included in interest expense in
         the accompanying Statements of Operations.

         In February 2000, the Company issued $250,000 of 7% convertible
         debentures, maturing February 18, 2003. Accrued interest on these
         convertible debentures is due on the earlier of conversion or maturity.
         The conversion price is equal to the lower of $0.345 or 72.5% of the
         average of the lowest three trading prices during the ten trading day
         period prior to conversion. Included with these convertible debentures
         were 500,000 detachable stock warrants to acquire common stock at an
         exercise price of the lower of $0.23 or 72.5% of the average of the
         lowest three trading prices during the ten trading days immediately
         prior to exercise of the warrants. The conversion feature and the
         warrants vest immediately. In connection with the discount conversion
         feature and the fair value of the warrants per FAS 123, the Company has
         recorded imputed interest of $250,828 included in interest expense in
         the accompanying Statements of Operations.

         During the nine months ended April 30, 2000, certain debenture holders
         converted $1,050,000 of the 6% convertible debentures into 5,812,009
         shares of common stock of the Company. The conversion price was based
         on the average of the market price for the five trading days prior to
         the conversion, discounted 25%, as provided in the debenture
         agreements. In the same period, certain other debenture holders
         converted $325,000 of the 7% convertible debentures and $3,673 of
         debenture interest into 1,441,195 shares of common stock of the
         Company. The conversion price was based on the average of the lowest
         three trading prices during the ten trading days prior to the
         conversion, discounted 27.5%, as provided in the debenture agreements.

         In addition, during January 2000, debenture holders with 3% convertible
         debentures converted $150,000 into 300,000 shares of common stock of
         the Company. The conversion price was fixed at $0.50 as provided in the
         debenture agreements.

4.       TECHNOLOGY RIGHTS

         In fiscal year 1998, in exchange for 500,000 shares of common stock
         valued at $1,200,000, the Company acquired all remaining interests and
         royalty rights of Robert W. Carroll and BWN Oil Investments
         Corporation, a Nevada corporation, to the Clean Air Pac which is used
         by the Company

                                      8

<PAGE>

         in The Force(R) airborne fuel treatment. The technology rights are
         amortized based on the straight-line basis over a period of three
         years. The Consolidated Statements of Operations include amortization
         of technology rights of $100,000 and $300,000 for the three and nine
         month periods ended April 30, 2000 and 1999, respectively.

5.       CAPITAL STOCK

         a.       COMMON STOCK

         During October 1999, the Company entered into a consulting agreement
         for services. Under the terms of the agreement, the Company issued
         100,000 shares of ATG's common stock valued at $31,000 based on the
         common stock price on the date of the agreement.

         During December 1999, the Company entered into consulting agreements
         for services. Under the terms of the agreements, the Company issued
         224,000 shares of ATG's common stock valued at $53,144 based on the
         common stock prices on the dates of the agreements.

         During fiscal 1999 and for nine months ended April 30, 2000, the
         Company entered into several consulting agreements for services. Under
         the terms of the agreements, the Company issued shares of common stock
         for services, the value of which was recorded to prepaid consulting
         expenses and was amortized on a straight-line basis over the terms of
         the agreements. General and Administrative expenses include prepaid
         consulting amortization expense of $25,833 and $847,050 for the three
         months ended April 30, 2000 and 1999, respectively, and $616,066 and
         $1,697,167 for the nine months ended April 30, 2000 and 1999,
         respectively, in the accompanying Consolidated Statements of
         Operations.

         b.       STOCK SUBSCRIPTIONS

         During the nine months ended April 30, 2000, the Company issued 646,000
         shares of common stock valued at $196,820 which amount was included
         within stock subscriptions as of July 31, 1999 and recorded
         subscription for services of 365,000 shares valued at $130,750 based on
         the common stock price on the date of the agreement. During the nine
         months ended April 30, 2000, the Company issued 100,000 shares of
         common stock, valued at $46,500, out of the 365,000 subscribed shares
         referred above. As of April 30, 2000, the Company had not issued
         265,000 shares of common stock owed for services, valued at $84,250.
         This amount has been included within stock subscriptions in the
         accompanying Consolidated Balance Sheets.

         c.       OPTIONS AND WARRANTS

         During the nine months ended April 30, 2000, the Company recognized
         $298,035 of expense for stock options issued in prior years as the
         vesting extended into the nine month period ended April 30, 2000.

6.       ASSETS HELD FOR SALE

         Included in assets held for sale at April 30, 2000 in the accompanying
         Consolidated Balance Sheets is the mining property referred to as the
         Tempiute property with a remaining book value of $70,000, net of
         impairment of $324,847 recognized during fiscal year 1999 (based on the
         estimated realizable value as indicated in non-binding offer to buy
         this property).

         During fiscal year 1999, the Company sold its interest in the Manhattan
         mill and the remaining gold mining property to Western Mine Development
         for a non-interest-bearing note of $2,500,000 payable in installments
         from January 2002 to January 2008. The accompanying Consolidated
         Balance Sheets include a note receivable of $1,791,047 net of discount
         of $708,953 as of April 30, 2000 and

                                      9

<PAGE>

         $1,676,000 net of discount of $824,000 as of July 31, 1999. The
         amortization of the note discount of $115,047 is included with
         interest expense in the accompanying Statements of Operations.

7.       RELATED PARTY TRANSACTIONS

         During the nine months ended April 30, 2000, the Company borrowed from
         an officer a short term loan of $50,000 and made payment of $65,000 due
         to an officer on a short term borrowing.

8.       SUBSEQUENT EVENTS

         Subsequent to the end of the quarter, in a private transaction in
         consideration of $272,500 in cash, the Company issued 1,758,334 shares
         of common stock and warrants to purchase a total of 1,583,334 shares of
         common stock at an exercise price of $0.25 per share. In addition, a
         total of 135,828 shares of common stock were issued upon exercise of
         stock options at exercise prices of $0.19 and $0.195 per share,
         1,890,695 shares of common stock were issued upon conversion of
         $175,000 in principal amount of convertible debentures and 1,929,050
         shares of common stock were issued for services.

9.       SEGMENT INFORMATION

         The Company's principal remaining business segment is Technology
         Products (The Force, among others).

         Financial information about industry segments as of and for the nine
         months ended April 30, 2000 and 1999, is as follows:

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended April 30,

                                                                                2000                  1999
                                                                         -------------------  -------------------
<S>                                                                      <C>                       <C>
                 Operating revenues:
                       Technology products                               $   150,351               $   204,360
                       Corporate                                              43,435                   164,454
                       Mining                                                  5,414                    57,932
                                                                         -------------------  -------------------
                       Total operating revenues                          $   199,200               $   426,746
                                                                         ===================  ===================
                 Operating Loss:
                       Technology products, including research
                         and development                                 $   607,500               $ 1,167,461
                        Mining, including impairment                          59,419                 1,317,570
                        Corporate expenses                                 2,833,013                 4,305,850
                                                                         -------------------  --------------------
                        Net operating loss                               $ 3,300,732               $ 6,364,135
                                                                         ===================   ===================
                 Identifiable assets:
                        Technology products                              $   804,160               $ 1,244,363
                        Mining assets held for sale                           70,000                 2,710,845
                        Corporate and other                                2,942,523                 1,243,708
                                                                         -------------------   -------------------
                        Total                                            $ 3,816,683               $ 5,198,916
                                                                         ===================   ===================
</TABLE>

          Operating loss is revenues minus operating expenses.

          Identifiable assets by segment are assets used in or otherwise
          identifiable with the Company's operations in each segment.

                                      10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Management continued its efforts to refocus the Company's activities on its core
technologies, along with new product development and commercialization.
Management anticipates these efforts will result in significant revenue
commencing in the fourth quarter of fiscal 2000, although there can be no
assurance to this effect.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
APRIL 30, 2000 AND 1999

Total operating revenue decreased by $104,000 from $141,200 to $37,200 for the
three months ended April 30, 1999 and April 30, 2000, respectively, due to a
decrease in technology products of $85,000 and other income of $19,000.

Operating expenses decreased by $1,523,000 from $2,372,900 to $849,900 for the
three months ended April 30, 1999 and April 30, 2000, respectively. The decrease
was principally due to decreased general and administrative expenses of
$1,190,300, marketing and product development expenses of $46,800 and research
and development of $67,000. In addition, the three months ended April 30, 1999
included non-recurring expenses of $200,000 related to the impairment of certain
mining assets. The decrease in general and administrative expenses was
principally the result of a decrease in amortization of prepaid consulting
expense of $821,200.

ATG's net loss decreased by $1,025,100 from $2,134,200 to $1,109,100 for the
three months ended April 30, 1999 and April 30, 2000, respectively, principally
due to decreased operating expenses of $1,523,000, partially offset by a
decrease in revenue of $104,000 and an increase in interest expense of $188,100.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
APRIL 30, 2000 AND 1999

Revenue decreased by $227,500 from $426,700 to $199,200 for the nine months
ended April 30, 1999 and April 30, 2000, respectively, principally due to a
decrease in lease income of $50,000, licensing and other income of $123,500 and
technology products of $54,000.

Operating expenses decreased by $3,291,000 from $6,790,900 to $3,499,900 for the
nine months ended April 30, 1999 and April 30, 2000, respectively. The decrease
was principally due to decreased general and administrative expenses of
$1,472,800, marketing and product development expenses of $384,200 and research
and development of $175,800. In addition, the nine months ended April 30, 1999
included non-recurring expenses of $1,200,000 related to the impairment of
certain mining assets. The decrease in general and administrative expenses was
principally the result of a decrease in amortization of prepaid consulting
expense of $1,081,100.

Other expenses for the nine months ended April 30, 2000 increased by $442,200 to
$1,326,900 from $884,700 for the corresponding period of fiscal 1999 due to an
increase in interest expense.

ATG's net loss decreased by $2,593,000 from $7,220,600 to $4,627,600 at April
30, 1999 and April 30, 2000, respectively, principally due to decreased
operating expenses of $3,291,000, partially offset by a decrease in revenues of
$227,500 and an increase in other expense of $442,200.

                                      11

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has incurred significant operating losses. The
ability of the Company to operate as a going concern is dependent upon its
ability to (1) obtain sufficient additional capital and (2) generate significant
revenues through its existing assets and operating business. The Company plans
to raise additional working capital through private offerings of debt and
equity. 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 its 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.

Total assets decreased by $984,800 from $4,801,500 to $3,816,700 at July 31,
1999 and April 30, 2000, respectively. This decrease was the principal result of
a decrease in cash of $706,200 and an increase in accumulated depreciation and
amortization of $413,000, offset by an increase in inventory of $38,200 and
other current assets of $57,700.

Total liabilities remained the same at about $6,403,000 at July 31, 1999 and
April 30, 2000. However, there was an issuance of $1,000,000 principal amount of
convertible debentures and an increase in current liabilities of $525,500,
offset by the conversion of convertible debentures of $1,525,000.

The Company decreased the cash used in operations by $417,600 from $2,055,600 to
$1,638,000 for the nine months ended April 30, 1999 and April 30, 2000,
respectively. The principal source of working capital during the nine months
ended April 30, 2000 was the issuance of $1,000,000 of principal amount of
convertible debentures. During the comparable period in 1999, the principal
source of working capital was the issuance of $1,600,000 of principal amount of
convertible debentures, deposit of $200,000 on the sale of ATG Media, Inc. and
loans from related parties of $325,000.

In May 2000, the Company received $272,500 from the sale of stock and warrants
in a private transaction. Additional cash requirements for the remainder of the
fiscal year, in the absence of sales revenue, may be satisfied by the calling of
warrants issued in May, 2000. Further, the Company has entered into a letter of
intent for a $12 million equity line of credit.

Statements included in this Management's Discussion and Analysis and elsewhere
in this Form 10-QSB, in future filings by the Company with the Securities and
Exchange Commission and in the Company's press releases and oral statements made
with the approval of authorized executive officers, if the statements are not
historical or current facts, should be considered "forward-looking statements"
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution the reader not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.

                                       12

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 2  CHANGES IN SECURITIES

(a) Not applicable.

(b) Not applicable.

(c) During February 2000, the Company sold $250,000 principal amount of 7%
convertible debentures to two sophisticated investors. The debentures are
convertible at the rate of the lower of $0.345 or 72.5% of the average of the
lowest three trading prices during the ten trading day period prior to
conversion. In addition, the investors each received warrants to purchase
250,000 shares of common stock at the lower of $0.23 or the average of the
lowest three trading prices during the ten trading day period prior to
conversion. A finder also received a warrant to purchase 50,000 shares of common
stock on the same term.

The foregoing transaction is claimed to be exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, as a
transaction not involving a public offering, in that the purchasers had full
access to all material information concerning the Company and were acquiring the
securities for investment and not with a view to distribution. There were no
underwriting discounts or commissions paid in connection with the transactions
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.

27   Financial Data Schedule

(b)  REPORTS ON FORM 8-K.

     None.

                                       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/ LAWRENCE J. BRADY
                                ---------------------
                                Lawrence J. Brady
                                Chairman of the Board and
                                Chief Executive Officer

                            Date: June 14, 2000

                            By: /s/ YAN LIN
                                -----------
                                Yan Lin
                                Acting Chief Financial Officer

                            Date: June 14, 2000


                                       14