<PAGE>

                                  UNITED STATES
                       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, 2005

             [ ] 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: As of April 30, 2005 the
registrant had 99,776,704 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>





TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   Financial Statements

         Balance Sheets as of April 30, 2005 (unaudited) and
         April 30, 2004.....................................................  1

         Statements of Operations (unaudited) for the three and nine
         months ended April 30, 2005 and April 30, 2004.....................  2

         Statements of Cash Flows (unaudited) for the three and nine
         months ended April 30, 2005 and April 30, 2004.....................  3

         Notes to Financial Statements (unaudited)..........................  4

ITEM 2   Management's Discussion and Analysis or Plan of Operation..........  9

ITEM 3   Controls and Procedures............................................ 11

PART II  OTHER INFORMATION

ITEM 1   Legal Proceedings.................................................. 12

ITEM 2   Unregistered Sales of Equity Securities and Use of Proceeds........ 12

ITEM 3   Defaults Upon Senior Securities.................................... 12

ITEM 4   Submission of Matters to a Vote of Security Holders................ 12

ITEM 5   Other Information.................................................. 12

ITEM 6   Exhibits........................................................... 12

SIGNATURES.................................................................. 13


<PAGE>


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

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                                         AMERICAN TECHNOLOGIES GROUP, INC.

                                                  BALANCE SHEETS

                                         April 30, 2005 and July 31, 2004


                                                                                        APRIL 30,       JULY 31,
ASSETS                                                                                    2005            2004
                                                                                      ------------    ------------
                                                                                       (UNAUDITED)
<S>                                                                                   <C>             <C>
Current assets:
     Cash and cash equivalents                                                        $     10,657    $      5,531
     Accounts receivable, net of allowance for doubtful
       accounts of $1,465 and $1,465 at April 30, 2005
       and July 31, 2004, respectively                                                           -               -
     Inventories, net                                                                            -           2,666
                                                                                      ------------    ------------

         Total current assets                                                         $     10,657    $      8,197
                                                                                      ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and other accrued liabilities                                   $    127,639    $    861,596
     Accrued interest payable - convertible debentures                                     936,021         731,625
     Accrued interest - related party                                                      227,900         145,314
     Accrued payroll and related liabilities                                               176,478         413,243
     Amounts due to related party                                                          130,800         130,800
     Note payable - related party                                                          934,832         831,277
     Convertible debentures                                                              1,409,511       1,409,511
                                                                                      ------------    ------------

         Total current liabilities                                                       3,943,181       4,523,366
                                                                                      ------------    ------------

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; 1,000,000,000 shares authorized;
       99,776,704 shares issued and outstanding at April 30, 2005
       and July 31, 2004, respectively, and 4,115,596 shares committed
       but not issued                                                                      103,892         103,892
     Additional paid-in capital                                                         52,941,367      52,941,367
     Additional paid-in capital (committed stock)                                          134,846               -
     Stock subscriptions                                                                     6,750           6,750
     Accumulated deficit                                                               (57,119,757)    (57,567,556)
                                                                                      ------------    ------------
         Total stockholders' deficit                                                    (3,932,524)     (4,515,169)
                                                                                      ------------    ------------

                                                                                      $     10,657    $      8,197
                                                                                      ============    ============


                     The accompanying notes are an integral part of these financial statements


                                                         1

<PAGE>

                                           AMERICAN TECHNOLOGIES GROUP, INC.

                                               STATEMENTS OF OPERATIONS
                                                      (Unaudited)

                              For The Three and Nine Months Ended April 30, 2005 and 2004


                                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                    APRIL 30,                       APRIL 30,
                                                          ----------------------------    ----------------------------
                                                               2005            2004            2005            2004
                                                          ------------    ------------    ------------    ------------
Revenues:
     Technology products and licensing fees               $      1,013    $      1,283    $      7,385    $      3,471
                                                          ------------    ------------    ------------    ------------
         Total operating revenue                                 1,013           1,283           7,385           3,471
                                                          ------------    ------------    ------------    ------------

Operating expenses:
     General and administrative                                 59,863          35,209         112,713         127,219
     Cost of sales                                                 807               -           3,049             109
                                                          ------------    ------------    ------------    ------------
Total operating expenses                                        60,670          35,209         115,762         127,328
                                                          ------------    ------------    ------------    ------------

Other income and (expenses):
     Gain on settlement of debt and other liabilities          843,158               -         843,158               -
     Interest expense - convertible debentures                 (68,132)        (68,132)       (204,396)       (204,396)
     Interest expense - related party                          (43,984)        (17,532)        (82,586)        (49,843)
                                                          ------------    ------------    ------------    ------------
         Other income and (expense), net                       731,042         (85,664)        556,176        (254,239)
                                                          ------------    ------------    ------------    ------------

Net income (loss)                                         $    671,385    $   (119,590)   $    447,799    $   (378,096)
                                                          ============    ============    ============    ============


Basic & diluted net income (loss) per common share        $      0.007    $     (0.001)   $      0.004    $     (0.004)
                                                          ------------    ------------    ------------    ------------

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

Diluted net income (loss) per common share                $      0.010                    $      0.001
                                                          ============                    ============
Weighted average number of common shares
  outstanding - diluted                                    489,422,133                     489,422,133
                                                          ============                    ============

                       The accompanying notes are an integral part of these financial statements


                                                          2

<PAGE>

                             AMERICAN TECHNOLOGIES GROUP, INC.

                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                     For The Nine Months Ended April 30, 2005 and 2004


                                                                  APRIL 30,      APRIL 30,
                                                                    2005           2004
                                                                -----------    -----------

Cash flows from operating activities:
     Net income (loss)                                          $   447,799    $  (378,096)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
         Provision for bad debts                                          -         15,000
         Settlement of debt and other liabilities                  (843,158)             -
         Changes in operating assets and liabilities:
              Inventories                                             2,666            179
              Other assets                                                -          1,343
              Accounts payable and accrued liabilities              294,264        245,684
                                                                -----------    -----------

         Net cash used in operating activities                      (98,429)      (115,890)
                                                                -----------    -----------

Cash flows from financing activities:
     Payments on notes payable and related party debt                     -         (4,508)
     Proceeds from notes payable - related party                    103,555        122,337
                                                                -----------    -----------

     Net cash provided by financing activities                      103,555        117,829
                                                                -----------    -----------

Net change in cash                                                    5,126          1,939

Cash and cash equivalents, beginning of period                        5,531          2,361
                                                                -----------    -----------

Cash and cash equivalents, end of period                        $    10,657    $     4,300
                                                                ===========    ===========

SUPPLEMENTAL DISCLOSURE

Non-Cash Investing and Financing Transactions:

     Agreement to settle certain accounts payable in exchange for the promise to
     issue 10,010,247 shares of the Company's common stock $ 65,067

     Agreement to settle certain accrued payroll liabilities in exchange for the
     promise to issue 10,735,212 shares of the Company's common stock $ 69,779


         The accompanying notes are an integral part of these financial statements


                                            3
</TABLE>
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine Months Ended April 30, 2005 and 2004


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

The accompanying unaudited 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 nine-month period ended April 30, 2005 are not necessarily
indicative of the results that may be expected for the year ended July 31, 2005.
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, 2004.

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 has 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.

To date, the Company has been unable to generate significant cash flows from
their business operations. As a result, the Company has funded their operations
through investor financing, including sales of common stock and the exercise of
warrants and options. The Company has also used debt to fund operations. Until
such time as the Company is able to generate significant cash flow from
operations through increased sales of their products, they will be required to
continue their reliance on investor financing and debt to fund the Company's
operations.

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

Going Concern
-------------

Since its inception, the Company has incurred significant operating losses
totaling approximately $57 million, and at April 30, 2005, has a working capital
deficit of $3,932,524 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 unable to
continue as a going concern.


                                       4
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine Months Ended April 30, 2005 and 2004


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

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.

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 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 the three and nine month periods ended April 30, 2004. Had
common share equivalents been considered, the incremental shares from dilutive
options, warrants, and convertible debentures would have been 1,213,724,375 for
the nine months ended April 30, 2004.

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. However, 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, 2005, 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, 2005 and 2004, 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.


                                       5
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine Months Ended April 30, 2005 and 2004


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

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,
2005, the Company does 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 since the Company has
sufficient authorized shares.

Recently Issued Accounting Pronouncements
-----------------------------------------

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, SHARE-BASED PAYMENT ("Statement 123(R)")
to provide investors and other users of financial statements with more complete
and neutral financial information by requiring that the compensation cost
relating to share-based payment transactions be recognized in financial
statements. That cost will be measured based on the fair value of the equity or
liability instruments issued. Statement 123(R) covers a wide range of
share-based compensation arrangements including share options, restricted share
plans, performance-based awards, share appreciation rights, and employee share
purchase plans. Statement 123(R) replaces SFAS No. 123, and supersedes APB 25.
SFAS No. 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions with
employees. However, that Statement permitted entities the option of continuing
to apply the guidance in APB 25, as long as the footnotes to financial
statements disclosed what net income would have been had the preferable
fair-value-based method been used. Public entities (other than those filing as
small business issuers) will be required to apply Statement 123(R) as of the
first interim or annual reporting period that begins after June 15, 2005. The
Company is in the process of evaluating whether the adoption of SFAS 123(R) will
have a significant impact on the Company's overall results of operations or
financial position.

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

In November 2001, the Company signed an unsecured promissory note for borrowings
of up to $400,000 with a third party who has since become the Company's chief
executive officer, which was later amended and increased to $800,000. The note
was due August 8, 2002. The note has not been repaid and is due on demand. As of
April 30, 2005, the Company has a balance of $934,832 under the promissory note.
Borrowings bear interest at 9% per annum with interest payments due monthly. The
Company has not paid interest since fiscal 2001. Accrued interest on this note
totaled $227,900 as of April 30, 2005. Interest expense on the notes payable
above totaled $82,586 and $49,843 for the nine months ended April 30, 2005 and
2004, respectively.

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

Convertible debentures are summarized as follows as of April 30, 2005:

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

                                                           $ 1,409,511
                                                           ===========


                                       6
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine Months Ended April 30, 2005 and 2004


NOTE 4 - CONVERTIBLE DEBENTURES, CONTINUED
------------------------------------------

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, 2005.

NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------

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

As of April 30, 2005, the Company had not issued 15,000 shares of Common Stock
owed for services at $0.45 per share totaling $6,750 which is included in stock
subscriptions in the accompanying balance sheets.

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

On August 30, 2002, the stockholders 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, 2005.

Committed Common Stock
----------------------

In connection with certain settlement agreements entered into with note holders,
employees and vendors during 2002 and 2005, the Company committed to issue
20,745,459 shares of the Company's common stock. At April 30, 2005, the
committed shares have not been issued.

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

Litigation
----------

The Company is involved in various lawsuits arising in the normal course of
business. Management believes that any financial responsibility that may be
incurred in settlement of such claims and lawsuits would either be covered by
insurance or would not be material to the Company's financial position of
results of operations.

Leases
------

The Company leases offices and warehouse space under month-to-month agreements.
For quarters ended April 30, 2005 and 2004, rent expense totaled $4,500 and
$4,500, respectively.


                                       7
<PAGE>

                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

           For The Three and Nine Months Ended April 30, 2005 and 2004


NOTE 6 - COMMITMENTS AND CONTINGENCIES, CONTINUED
-------------------------------------------------

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

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

NOTE 7 - INCOME TAXES
---------------------

No provision for income taxes of was recorded in for the three and nine months
ended April 30, 2005 and 2004, respectively as the taxable income during the
nine months ending April 30, 2005 was offset by a decrease in the valuation
allowance of approximately $200,000.

Net temporary differences that give rise to deferred tax assets recognized in
the balance sheet are as follows:

       Deferred tax assets:
           Net operating loss carry-forward               $ 22,500,000
           Valuation allowance                             (22,500,000)
                                                          ------------

       Net deferred tax asset                             $          -
                                                          ------------

NOTE 8 - GAIN ON SETTLEMENT OF DEBT AND OTHER LIABILITIES
---------------------------------------------------------

During the quarter ended April 30, 2005, the Company wrote off certain accounts
payable and other accrued liabilities amounting to $843,158, some of which were
beyond California's 4 year statute of limitations. The Company has not been
contacted by the respective creditors or vendors regarding this debt in that
time frame. None of these debts were from current shareholders, thus the entire
amount is treated as a gain on extinguishment of debt, rather than a
contribution to capital. Management and the Board of Directors feel that there
is a remote chance, if any, that the creditors and vendors will seek further
resolution of this debt from the Company. Management has also considered any
potential exposure for the need to turn over the amounts to the state of
California related to any Unclaimed Property rules and feels there is no
exposure or liability related to this debt.



                                       8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION

HISTORY
-------

As reported in our prior public reports, the Company largely had ceased
operations during the fiscal year 2001 and began focusing efforts on
restructuring and refinancing. In 2004 and 2003, 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.

We will continue 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 will be 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, will be underway in the form
of evaluating possible investments.

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 12 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.

                           For the three months ended:
                                    April 30,

RESULTS OF OPERATIONS:                                 2005            2004
                                                   -------------   -------------
REVENUE:
Technology rights                                  $      1,013    $      1,283
                                                   -------------   -------------

OPERATING EXPENSES:
General and Administrative                               59,863          35,209
Cost of Sales                                               807               -
                                                   -------------   -------------
            Total Operating Expenses                     60,670          35,029
                                                   -------------   -------------


OTHER INCOME(EXPENSE):                                  731,042         (85,664)
                                                   -------------   -------------

Net Income(Loss) Attributable to Common            $    671,385    $   (119,590)
Stockholders                                       =============   =============

Basic Net Income(Loss) Per Common Share:           $     0.0007   $      (0.001)

Weighted average number of common shares
  outstanding - basic                                99,776,704      99,776,704
                                                   =============   =============

Fully Diluted Net Income (Loss) Per
  Common Share:                                    $     0.0100
                                                   =============

Weighted average number of common shares
  outstanding - fully diluted                       489,422,133
                                                   =============

                           For the nine months ended:
                                    April 30,

RESULTS OF OPERATIONS:                                 2005            2004
                                                   -------------   -------------
REVENUE:
Technology rights                                  $      7,385    $      3,471
                                                   -------------   -------------

OPERATING EXPENSES:
General and Administrative                              112,713         127,219
Cost of Sales                                             3,049             109
                                                   -------------   -------------
            Total Operating Expenses                    115,762         127,328
                                                   -------------   -------------


OTHER INCOME(EXPENSE):                                  556,176        (254,239)
                                                   -------------   -------------

Net Income(Loss) Attributable to                   $    447,799   $    (378,096)
Common Stockholders                                =============   =============

Basic and Fully Diluted Net Loss Per               $     $0.004   $      (0.004)
Common Share:                                      =============   =============

Weighted average number of common shares
  outstanding                                        99,776,704      99,776,704
                                                   =============   =============
Fully Diluted Net Income (Loss) Per
  Common Share:                                    $     0.0010
                                                   =============

Weighted average number of common shares
  outstanding - fully diluted                       489,422,133
                                                   =============


Technology rights revenue decreased by $270 from $1,283 for the three months
ending April 30, 2004 to $1,103 for the three months ending April 30, 2005 due
generally to decreased sales of our products during the quarter ended April 30,
2005. However, technology rights revenue increased by $3,914 from $3,471 for the
nine months ending April 30, 2004 to $7,385 for the nine months ending April 30,
2005 due generally to increased sales of our products during the quarter ended
April 30, 2005.

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.

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 an unsecured promissory note for borrowings
of up to $400,000 with a third party who has since become the Company's chief
executive officer, which was later amended and increased to $800,000. The note
was due August 8, 2002. The note has not been repaid and is due on demand. As of
April 30, 2005, the Company has a balance of $934,832 under the promissory note.
Borrowings bear interest at 9% per annum with interest payments due monthly. The
Company has not paid interest since fiscal 2001. Accrued interest on this note
totaled $237,900 as of April 30, 2005. Interest expense on the notes payable
above totaled $82,586 and $49,843 for the nine months ended April 30, 2005 and
2004, respectively.

OUR PLANNED CAPITAL EXPENDITURES

We had no significant planned capital expenditures, budgeted or otherwise, as of
April 30, 2005.

OFF-BALANCE SHEET ARRANGEMENTS

As of April 30, 2005, we had no off-balance sheet arrangements.

GOING CONCERN

Since its inception, the Company has incurred significant operating losses
totaling approximately $57 million, and at April 30, 2005, has a working capital
deficit of $3,932,524 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 unable to
continue as a going concern.

RECENTLY ISSUED ACCOUNTING STANDARDS WITH PENDING ADOPTIONS

There currently are no recently issued accounting standards with pending
adoptions that have any applicability to us.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.




<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY 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

(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







<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 20, 2005



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 20, 2005
------------------          CHIEF EXECUTIVE OFFICER
    GARY FROMM          ACTING CHIEF FINANCIAL OFFICER
                        ACTING CHIEF ACCOUNTING OFFICER