<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, 1997


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

               For the transition period from _________ to _________


                             Commission file number 0-23268


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

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

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

                         Issuer's telephone number: (818) 357-5000

   Check whether the issuer (1) filed all reports to be filed by Section 13 or 
15(d) of the Exchange Act during the past 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days. Yes  X  No 
                                                                   ---    ---

   As of June 2, 1997, the registrant had 20,254,689 shares of Common Stock 
outstanding.

<PAGE>


                          TABLE OF CONTENTS 


PART I     FINANCIAL INFORMATION                                           PAGE

ITEM 1     Financial Statements         

           Condensed Consolidated Balance Sheets as of July 31, 1996
           and April 30, 1997                                                3

           Condensed Consolidated Statements of Operations for the
           Nine and Three Month Periods ended April 30, 1996 and 1997        5

           Condensed Consolidated Statements of Cash Flows for the
           Nine Month Periods ended April 30, 1996 and 1997                  6

           Notes to Condensed Consolidated Financial Statements              7

ITEM 2     Management's Discussion and Analysis                             11

PART II    OTHER INFORMATION

ITEM 2     Changes in Securities                                            12

ITEM 6     Exhibits and Reports on Form 8-K                                 12

           Signatures                                                       13


                                        2
<PAGE>

AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 1996 AND APRIL 30, 1997 (UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
                                                            JULY 31,       APRIL 30,
                                                              1996           1997
                                                            --------      -----------
                                                                           (UNAUDITED)
<S>                                                       <C>             <C>
CURRENT ASSETS
  Cash and Cash Equivalents                               $ 2,486,313     $  1,823,717

  Accounts Receivable (net of $10,000 allowance)               43,326          567,466
  Subscriptions Receivable                                      8,552           44,655
                                                          -----------     ------------
    Total Accounts & Subscriptions Receivable                  51,878          612,121

  Amounts Due From Shareholders                                 2,500           65,775
  Notes Receivable                                                --            80,000
  Deferred Tax                                                261,000          261,000
  Inventory                                                    43,961          190,570
  Other Current Assets                                            412              --
                                                          -----------     ------------
    Total Other Current Assets                                307,873          597,345
                                                          -----------     ------------
    Total Current Assets                                    2,846,064        3,033,183
PROPERTY, EQUIPMENT AND MINERAL PROPERTIES
  Mining Property and Equipment                             5,470,089        5,781,405
  Other Property and Equipment                                511,747          566,789
  Accumulated Depreciation                                   (240,135)        (265,003)
                                                          -----------     ------------
   Net Property, Equipment and Mineral Properties           5,741,701        6,083,191

GOODWILL, net of accumulated amortization of
  $1,747,717 at July 31, 1996 and $2,219,016 at
  April 30, 1997                                            1,394,023          922,724
                                                          -----------     ------------
TOTAL ASSETS                                              $ 9,981,788     $ 10,039,098
                                                          -----------     ------------
                                                          -----------     ------------

</TABLE>


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


                                      3

<PAGE>

AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 1996 AND APRIL 30, 1997 (UNAUDITED)

LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                            JULY 31,       APRIL 30,
                                                              1996           1997
                                                            --------      -----------
                                                                           (UNAUDITED)
<S>                                                       <C>             <C>
LIABILITIES
  Accounts Payable                                        $   566,136     $   873,647
  Accrued Liabilities                                          31,297          54,719
  Related Party Payables                                       76,000             --
  Deferred Subscription Income                                110,094         104,528
  Subscription Production                                      40,720             --
  Current Portion of Notes Payable                            180,472         224,400
                                                          -----------      ----------
    Total Current Liabilities                               1,004,719       1,257,294
                                                          -----------      ----------

  Deferred Tax Liability                                    1,347,224       1,347,224
  Convertible Debentures                                          --        2,687,125
  Other Long Term Liabilities                                 363,772         109,234
  Long Term Portion of Notes Payable                          840,020       1,035,692
                                                          -----------      ----------
    Total Long Term Liabilities                             2,551,016       5,179,275
                                                          -----------      ----------
    Total Liabilities                                       3,555,735       6,436,569
                                                          -----------      ----------
STOCKHOLDERS' EQUITY
  Series A Preferred - $.001 par value,                           378             378
   10,000,000 authorized,
   378,061 issued and outstanding at July 31, 1996
   378,061 issued and outstanding at April 30, 1997
  Series B Preferred - $.001 par value,
   500,000 authorized,                                            --              --
   none issued and outstanding at July 31, 1996
   none issued and outstanding at April 30, 1997
  Series C Preferred - $.001 par value,
   300,000 authorized                                               2             --
   2,000 issued and outstanding at July 31, 1996
   none issued and outstanding at April 30, 1997
  Common Stock; ATG - $.001 par value,
   100,000,000 authorized,                                     16,220          19,641
   16,220,264 issued and outstanding at July 31, 1996
   19,641,129 issued and outstanding at April 30, 1997

  Additional Paid in Capital                               23,117,088      27,746,457
  Stock Subscriptions                                         771,298         511,070
  Deficit                                                 (17,478,933)    (24,675,017)
                                                          -----------      ----------
    Total Stockholders Equity                               6,426,053       3,602,529

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $  9,981,788    $ 10,039,098
                                                          -----------      ----------
                                                          -----------      ----------
</TABLE>

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

                                       4



<PAGE>

AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED APRIL 30, 1996 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                        NINE MONTHS ENDED          THREE MONTHS ENDED
                                             APRIL 30,                  APRIL 30,
                                    -------------------------   -------------------------
                                        1996          1997          1996          1997
                                    -----------   -----------   -----------   -----------
                                            (UNAUDITED)                (UNAUDITED)
<S>                                 <C>           <C>           <C>           <C>
REVENUES
  Publishing                        $   168,562   $   280,295   $   116,024   $   115,538
  Rental Property                        39,180           --            --            --
  Product Sales                          67,671     1,150,237        17,982     1,025,051
  Other                                 167,663       102,784        15,025        52,776
                                    -----------   -----------   -----------   -----------
    Total Revenues                      443,076     1,533,316       149,031     1,193,365

COSTS AND EXPENSES
  Publishing Operations                 305,314       395,109       150,043       142,949
  Rental Operations                     120,026           --            --            --
  Product Sales and Marketing           383,777     1,087,959       198,018       364,056
  Mining Operations                     511,513     1,127,619       246,528       459,538
  Research and Development              372,312       735,543       160,932       246,798
  Officers' Compensation                430,319       700,548       171,259       251,797
  General and Administrative          1,226,500     1,536,362       459,307       632,961
  Interest Expense                          --      1,899,118           --        726,139
  Amortization of Intangible Assets     390,000       390,000       130,000       130,000
  Other                                  16,065           --             52           --
                                    -----------   -----------   -----------   -----------
    Total Costs and Expenses          3,755,826     7,872,257     1,516,139     2,954,238

LOSS BEFORE PROVISION
  FOR INCOME TAXES                    3,312,750     6,338,941     1,367,108     1,760,873
PROVISION FOR INCOME TAXES                  --            --            --            --
                                    -----------   -----------   -----------   -----------
NET LOSS                            $ 3,312,750     6,338,941     1,367,108     1,760,873
                                    -----------   -----------   -----------   -----------
ACCRETED DIVIDEND                           --            --        857,143           --
NET LOSS APPLICABLE TO 
  COMMON SHAREHOLDERS                       --            --      7,196,084           --
                                    -----------   -----------   -----------   -----------
                                    -----------   -----------   -----------   -----------
NET LOSS PER SHARE                  $      0.23   $      0.40   $      0.09   $      0.09
                                    -----------   -----------   -----------   -----------
                                    -----------   -----------   -----------   -----------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING            14,169,446    18,109,418    15,447,045    19,424,466
                                    -----------   -----------   -----------   -----------
                                    -----------   -----------   -----------   -----------
</TABLE>


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


                                       5
<PAGE>

AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1996 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED
                                                                          APRIL 30,
                                                               -------------------------------
                                                                     1996             1997
                                                               ---------------   -------------
                                                                         (UNAUDITED)
<S>                                                            <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net Loss                                                     $  (3,312,747)   $  (6,338,941)
Adjustments to reconcile net loss to net cash used:
  Depreciation and Amortization                                      446,802          414,867
  Amortization of Deferred Financing Cost & Debt Discount                --         1,720,382
  Stock Issued as Consideration for Debt Reduction                   371,160              --
  Stock Issued as Consideration for Services                         435,397          286,210
  Interest Expense Added to Principal Balances                           --           376,270
Changes in Assets and Liabilities:                                
  Accounts Receivable                                                  5,130         (560,243)
  Inventory                                                              --          (146,609)
  Other Current Assets                                                   611              412
  Accounts Payable and Accrued Expenses                             (982,733)         330,933
  Note Payable Due to Stockholders/Officers                          (19,500)             --
  Deferred Subscription Revenue                                      (93,810)         (46,286)
  Other Long Term Liabilities                                            --          (254,538)
                                                              ---------------  ---------------
    Net Cash Used in Operating Activities                          (3,149,690)      (4,217,543)

CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                                (304,301)        (366,358)
  Proceeds from Sale of Marketable Securities                          9,996              --
  Proceeds from Sale of Commercial Properties                        500,177              --
  Advances to Stockholders/Officers                                   (4,000)             --
                                                              ---------------  ---------------
    Net Cash Provided by/(Used in) Investing Activities              201,872         (366,358)

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on Notes Payable                                         (347,122)         (20,600)
  Payments on Capital Lease                                              --           (50,000)
  Payments due Stockholder/Officer                                       --          (139,275)
  Notes Receivable                                                       --           (80,000)
  Net Proceeds from Debenture Issuance                                   --         3,623,500
  Net Proceeds from Stock Issuance and Stock Subscription          4,960,328          587,680
                                                              ---------------  ---------------
    Net Cash Provided by Financing Activities                      4,613,206        3,921,305

NET INCREASE (DECREASE) IN CASH                                    1,665,388         (662,596)

CASH AND CASH EQUIVALENTS, Beginning of Period                        86,019        2,486,313
                                                              ---------------  ---------------
CASH AND CASH EQUIVALENTS, End of Period                       $   1,751,407    $   1,823,717
                                                              ---------------  ---------------
                                                              ---------------  ---------------

    The accompanying notes are an integral part of these condensed consolidated statements.
</TABLE>

                                                6
<PAGE>


              AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
                                APRIL 30,1997
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements 
    have been prepared in accordance with generally accepted accounting 
    principles for interim financial information and with the instructions to 
    Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the 
    information and notes required by generally accepted accounting principles 
    for complete financial statements. In the opinion of management, all 
    adjustments (consisting of normal recurring adjustments) considered
    necessary for a fair presentation have been included. Operating results for
    the nine and three month periods ended April 30, 1997 are not necessarily
    indicative of the results that may be expected for the year ended July 31,
    1997. For further information, please refer to the consolidated financial
    statements and notes thereto included in the Company's Annual Report on
    Form 10-KSB/A for the year ended July 31, 1996.

2.  ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS

    a.   ORGANIZATION AND LINE OF BUSINESS

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

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

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

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

    ATG Media develops and markets space and science related publications, 
    books and merchandise for professionals involved in, and enthusiasts of,
    space exploration. ATG Media's principal publication is Final Frontier
    Magazine which was first published in 1986.

                                        7


<PAGE>


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


    b.  SIGNIFICANT BUSINESS RISKS

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

3.  CONVERTIBLE DEBENTURES

    In November, 1996, the Company issued $1,400,000 of 7 percent Convertible 
    Debentures (7% Debentures), maturing November 1, 1999 with a conversion 
    price equal to the lower of $2.775 or 70% of the average closing bid price 
    of the Common Stock for the five trading days prior to the conversion. 
    $700,000 of the 7% Debentures plus accrued interest were converted into 
    550,107 shares of Common Stock during the quarter ended January 31, 1997 
    and the remaining $700,000 of the 7% Debentures plus accrued interest were 
    converted into 496,860 shares of Common Stock during the quarter ended 
    April 30, 1997. During the prior quarter $600,000 was recorded as an 
    interest expense in connection with the 70% discount to market on the 
    $1,400,000 of 7% Debentures.

    In March, 1997, the Company issued $2,000,000 of 7.5 percent Convertible 
    Debentures (7.5% Debentures), maturing March 1, 2000. The accrued interest 
    is due upon the earlier of conversion or maturity. Up to one-third of the 
    original principal amount of the 7.5% Debentures is convertible into 
    Common Stock commencing 45 days after issuance, up to two-thirds of the 
    original principal amount of the 7.5% Debentures is convertible into 
    Common Stock commencing 75 days after issuance and up to 100 percent of 
    the original principal amount of the 7.5% Debentures is convertible into 
    Common Stock commencing 105 days after issuance, at the sole option of the 
    holder. The conversion price is equal to the lower of $3.225 or 75 percent 
    of the average closing bid price of the Common Stock for the five trading 
    days prior to conversion. Prior to conversion, the Company recorded 
    $666,666 as accrued interest expense in connection with the conversion 
    discount. Subsequent to the end of the quarter, $1,333,333 of the 7.5 
    percent Convertible Debentures were converted into 465,560 share of Common 
    Stock.

4.  CAPITAL STOCK

    a.   COMMON STOCK

    During the nine months ended April 30, 1997, the Company issued 174,814 
    shares of Common Stock for services rendered valued at $351,060. All shares
    issued were valued at estimated market value at date of issuance. In 
    addition, 25,000 shares of Common Stock were issued at $1.33 per share 
    upon exercise of an option issued for services.

    b.   PREFERRED STOCK

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

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

                                       8

<PAGE>

     April 30, 1997, 378,061 shares of Series A Stock were outstanding, no 
     shares having been converted.

     The Company has designated a second series of preferred stock called 
     Series B Convertible Preferred Stock (Series B Stock) and authorized 
     500,000 shares. The Series B Stock has a liquidation preference of $8.00 
     per share, is entitled to one vote per share and is convertible upon 
     holders request without the payment of any additional consideration 
     during the first year following issuance into the number of shares of 
     Common Stock equal to the quotient of $8.00 per share and the Market 
     Value per Share for the ten trading days immediately preceding 
     conversion and in subsequent years into one share of Common Stock for 
     each share of Series B Stock. Of the 224,204 Series B Stock subscriptions 
     originally issued in connection with the ATG Media acquisition, an 
     aggregate 190,454 subscriptions were converted into 507,276 shares of 
     Common Stock in fiscal years 1995 and 1996. During the first fiscal 
     quarter of 1997, the remaining 33,750 shares of Series B Stock 
     subscriptions were canceled in exchange for 15,000 shares of Common 
     Stock.
     
     The Company has designated a third series of preferred stock called 
     Series C Convertible Preferred Stock (Series C Stock) and authorized 
     2,000 shares. The Series C Stock has a liquidation preference of $1,000 
     per share, an 8 percent coupon payable at the time of conversion, is 
     non-voting and is convertible upon holders request without the payment of 
     any additional consideration up to 50 percent on the forty-fifth day 
     following the original issuance and is fully convertible on the 
     seventy-fifth day following the original issuance into the number of 
     shares of Common Stock equal to $1,000 per share plus accrued dividends 
     divided by 70 percent of the Market Value per share for the five trading 
     days immediately preceding conversion. The Series C Stock automatically 
     convert on the second anniversary of the date of issuance. During the 
     first fiscal quarter of 1997, all of the outstanding shares of Series C 
     Stock were converted into 1,490,702 shares of Common Stock. In connection 
     with the conversion discount of the Series C Stock, the Company recorded 
     a dividend of $857,143.

     c. STOCK OPTION PLANS

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

     As of April 30, 1997, there were 1,912,500 outstanding options 
     exercisable at between $1.50 and $6.25 per share, of which 1,115,875 
     such options have vested. No stock options granted under either Plan 
     have been exercised since July 31, 1996.

     d. STOCK SUBSCRIPTIONS

     As of April 30, 1997, the Company had not issued (i) 5,000 shares of 
     Common Stock owed for services rendered prior to April 30, 1997, valued 
     at $10,000, (ii) 58,707 shares of Common Stock sold under private 
     placements during fiscal 1996 for an aggregate of $106,070 in cash 
     received prior to July 31, 1996, (iii) 12,500 shares of Common Stock 
     issuable in connection with the exercise of stock options at an exercise 
     price of $4.00 per share, and (iv) 127,500 shares of

                                       9

<PAGE>

     Common Stock sold under a private placement during the quarter for an 
     aggregate of $395,000 in cash. These amounts have been included within 
     stock subscriptions in the accompanying consolidated balance sheets.

5.   SUBSEQUENT EVENT

     In May, 1997, an additional 89,167 shares of Common Stock were sold 
     under a private placement for an aggregate of $255,000 in cash.


                                       10


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

Total assets increased by $57,300 from $9,981,800 to $10,039,000 at July 31, 
1996 and April 30, 1997, respectively. This increase was the net result of an 
increase in current assets of $134,400, primarily consisting of increases in 
amounts due from shareholders and account, subscription and note receivables 
of $708,100 and inventory of $146,600, partially offset by a cash decrease of 
$662,600, an increase in Property, Equipment and Mineral Properties of 
$341,500; and a decrease of Goodwill of $471,300.

Total liabilities increased by $2,880,800 from $3,555,700 to $6,436,500 at 
July 31, 1996 and April 30, 1997, respectively. This increase is comprised of 
an increase in current liabilities of $252,600 principally the result of an 
increase in accounts payable due to increased accounts payable of New Concept 
and ATG from increased general operations and at New Concept from the purchase 
of new equipment and its drill program and an increase in long term liabilities 
of $2,628,300 principally the result of the issuance of the 7% Convertible 
Debentures, $2,687,100, including accrued interest. Subsequent to April 30, 
1997, $1,333,333 of principal amount of the 7% Convertible Debentures were 
converted into Common Stock.

During June, 1997, ATG anticipates purchasing its currently leased premises 
and the adjacent property for $875,000. The Company intends to finance 55% of 
the purchase price with the remaining amount to be paid using the Company's 
cash reserves. The Company's production facilities will be expanded and moved 
to the new building when acquired and renovated. As a result, additional 
research facilities will be added to the currently occupied building. The 
cost of these improvements is estimated at $150,000. The payments on the 
mortgage will be less than the current lease rental payments on the Company's 
currently occupied building.

The Company's consolidated revenue increased by $1,044,400 from $149,000 to 
$1,193,400 for the quarters ended April 30, 1996 and 1997, respectively. This 
increase in revenue was primarily attributable to an increase in product sales 
of $1,025,000 comprised of increased sales of The Force-Registered Trademark- 
and the Company's IE-TM- crystal products. Costs and expense increased 
$1,438,100 from $1,516,100 to $2,954,200 for the quarters ended April 30, 1996 
and 1997, respectively. One-half of this increase consists of interest expense 
related to the conversion discount on the 7.5% Convertible Debentures. This 
increase is also attributable to of increased research and development 
projects, product sales and marketing expenses, and expanded mine development 
and operations, as well as additional related increases in general and 
administrative costs. As a result, ATG's consolidated loss increased $393,800 
from $1,367,100 to $1,760,900 for the quarters ended April 30, 1996 and 1997, 
respectively.

The Company's cash flow used in operations increased from $3,149,700 to 
$4,217,500 for the nine months ended April 30, 1996 and 1997, respectively. 
The primary source of working capital during the nine months ended April 30, 
1997 was the sale of $4,100,000 of Debentures for net proceeds of $3,623,500 
and net proceeds from the sale of stock and stock subscriptions of $587,700. 
In the comparable period in 1996, the primary source of working capital was 
the sale of Common Stock for net proceeds of $4,960,300. The Company 
anticipates that revenues generated from current operations will be sufficient 
to continue its operations at the current level for the remainder of the 
fiscal year, however, there can be no assurance to this effect.

                                      11

<PAGE>

                                      PART II

                                OTHER INFORMATION

ITEM 2  CHANGES IN SECURITIES

(a) Not applicable.

(b) Not applicable.

(c) During April, 1997, two individuals exercised options to purchase twelve 
thousand, five hundred (12,500) shares of Common Stock at $4.00 per share.  
These shares were not issued as of April 30, 1997.  The issuance is claimed 
to be exempt from registration under the Securities Act of 1933, as amended 
(the "Act"), 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 shares for 
investment and not with a view to distribution.  There were no underwriting 
discounts or commissions paid in connection with the issuance of the Common 
Stock nor was any advertising or other form of general solicitation used by 
the Company.

In an offering completed in June, 1997, the Company sold for cash to 27 
existing foreign shareholders of the Company an aggregate of 216,667 shares of 
Common Stock at $3.00 per share.  The sales were exempt from registration 
under the Securities Act of 1933, as amended, pursuant to Regulation S adopted 
thereunder. Rhyner & Partner and Stephen Thut acted as placement agents for a 
fee of 10% of the proceeds.

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

(a) EXHIBITS.

       None.

(b) REPORTS ON FORM 8-K.

       None.


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<PAGE>
                                  SIGNATURES

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


                                AMERICAN TECHNOLOGIES GROUP, INC.


                                By: /s/ JOHN COLLINS
                                    ----------------
                                    John Collins
                                    Chairman of the Board,
                                    Chief Executive Officer and
                                    Treasurer

                                Date: June 13,1997




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