<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                 For the quarterly period ended October 31, 2002
             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to ____________

                         Commission file number 0-23268

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

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

                         P.O. BOX 90, MONROVIA, CA 91016
               (Address of principal executive offices) (zip code)

                    Issuer's telephone number: (626) 357-5000

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

As of December 13, 2002 the registrant had 99,776,700 shares of Common Stock
outstanding.



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TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

ITEM 1   Consolidated Financial Statements

         Consolidated Balance Sheets as of October 31, 2002 (unaudited) and July
         31, 2002

         Consolidated Statements of Operations for the three months ended
         October 31, 2002 (unaudited)

         Consolidated Statements of Cash Flows for the three months ended
         October 31, 2002 (unaudited)

         Notes to Consolidated Financial Statements

ITEM 2   Management's Discussion and Analysis

ITEM 3   Controls and Procedures

PART II  OTHER INFORMATION

ITEM 1   Legal Proceedings

ITEM 2   Changes in Securities

ITEM 3   Defaults Upon Senior Securities

ITEM 4   Submission to a Vote of Security Holders

ITEM 5   Other Information

ITEM 6   Exhibits and Reports on Form 8-K

SIGNATURES

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



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<TABLE>

                                    AMERICAN TECHNOLOGIES GROUP, INC.

                                             BALANCE SHEETS

                                   October 31, 2002 and July 31, 2002
<CAPTION>

                                                                            OCTOBER 31,       JULY 31,
ASSETS                                                                         2002             2002
                                                                           -------------   -------------
                                                                            (UNAUDITED)
<S>                                                                        <C>             <C>
Current assets:
     Cash and cash equivalents                                             $      5,330    $        610
     Accounts receivable, net of allowance for doubtful
       accounts of $13,125 and $13,125 at October 31, 2002
       and July 31, 2001, respectively                                           20,071          20,071
     Inventories, net                                                            10,642          12,586
     Other current assets                                                         3,843           3,843
                                                                           -------------   -------------
         Total current assets                                              $     39,886    $     37,110
                                                                           =============   =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                      $    611,510    $    591,312
     Accrued interest payable                                                   502,446         462,688
     Accrued payroll and related liabilities                                    334,902         335,401
     Other accrued liabilities                                                  145,450         149,006
     Amounts due to related party                                               130,300         130,300
     Notes payable                                                               10,411          12,147
     Notes payable - related party                                              536,109         471,656
     Convertible debentures                                                   1,409,511       1,409,511
                                                                           -------------   -------------

         Total current liabilities                                            3,680,639       3,562,021
                                                                           -------------   -------------
Stockholders' deficit:
     Series A convertible preferred stock, $.001 par value;
       10,000,00 shares authorized; 378,061 shares issued and
       outstanding                                                                  378             378
     Series B convertible preferred stock, $.001 par value;
       500,000 shares authorized; liquidation value at $8.00 per share;
       none issued and outstanding                                                   --              --
     Series C convertible preferred stock, $.001 par value; 2,000 shares
       authorized; liquidation value at $1,000 per share; none issued
       and outstanding                                                               --              --
     Common stock, $.001 par value; 1,000,000,000 shares authorized;
       99,451,704 shares issued and outstanding and 4,115,596 shares
       committed but not yet issued at October 31, 2002 and July 31,
       2002, respectively                                                       103,567         103,567
     Additional paid-in capital                                              52,940,554      52,940,554
     Stock subscriptions                                                          6,750           6,750
     Accumulated deficit                                                    (56,692,002)    (56,576,160)
                                                                           -------------   -------------
         Total stockholders' deficit                                         (3,640,753)     (3,524,911)
                                                                           -------------   -------------
                                                                           $     39,886    $     37,110
                                                                           =============   =============

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

                                                   1
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<TABLE>

                          AMERICAN TECHNOLOGIES GROUP, INC.

                               STATEMENTS OF OPERATIONS
                                     (Unaudited)

                 For The Three Months Ended October 31, 2002 and 2001

<CAPTION>

                                                        OCTOBER 31,     OCTOBER 31,
                                                            2002           2001
                                                       -------------   -------------
                                                        (UNAUDITED)     (UNAUDITED)
<S>                                                    <C>             <C>
Revenues:
     Technology rights                                 $      2,863    $      5,028
     Other                                                       --              56
                                                       -------------   -------------
         Total revenues                                       2,863           5,084

Operating expenses:
     General and administrative                              76,526         238,485
     Marketing and product development                        1,944             369
     Research and development                                    --          28,738
                                                       -------------   -------------
         Total operating expenses                            78,947         267,592
                                                       -------------   -------------

Other (expense) income:
     Interest expense, net                                  (39,758)        (67,724)
                                                       -------------   -------------

Net loss attributable to common stockholders           $   (115,842)   $   (330,232)
                                                       =============   =============

Basic and fully diluted net loss per common share:     $     (0.001)   $     (0.005)
                                                       =============   =============

Weighted average number of common shares outstanding     99,451,704      70,521,499
                                                       =============   =============

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

                                          2
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<TABLE>

                                 AMERICAN TECHNOLOGIES GROUP, INC.

                                      STATEMENTS OF CASH FLOW
                                            (Unaudited)

                       For The Three Months Ended October 31, 2002 and 2001
<CAPTION>

                                                                          OCTOBER 31,  OCTOBER 31,
                                                                             2002         2001
                                                                          ----------   ----------
                                                                          (UNAUDITED)  (UNAUDITED
<S>                                                                       <C>          <C>
Cash flows from operating activities:
     Net loss                                                             $(115,842)   $(330,232)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
         Depreciation and amortization                                           --        8,430
         Changes in operating assets and liabilities:
              Accounts receivable                                                --       (2,318)
              Inventories                                                     1,944      (17,437)
              Other current assets                                               --        3,442
              Accounts payable and accrued liabilities                       55,901      330,502
                                                                          ----------   ----------
         Net cash used in operating activities                              (57,997)      (7,613)
                                                                          ----------   ----------
Cash flows from financing activities:
     Payments on notes payable                                               (1,736)        (345)
     Proceeds from notes payable - related party                             64,453           --
                                                                          ----------   ----------
     Net cash provided by (used in) financing activities                     62,717         (345)
                                                                          ----------   ----------
Net change in cash and cash equivalents                                       4,720       (7,958)

Cash and cash equivalents, beginning of period                                  610        8,648
                                                                          ----------   ----------
Cash and cash equivalents, end of period                                  $   5,330    $     690
                                                                          ==========   ==========
Supplemental disclosure of non-cash investing and financing activities:
     Conversion of debentures to common stock                             $      --    $     640
                                                                          ==========   ==========

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

                                                3
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                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

              For The Three Months Ended October 31, 2002 and 2001

NOTE 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-month period ended October 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
July 31, 2003. 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, 2002.

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.

Significant Business Risks
--------------------------

Since its inception, the Company has incurred significant operating losses
totaling over $56 million, and at October 31, 2002, has a working capital
deficit of $3,640,753 and has suspended substantive operations. The ability of
the Company to operate as a going concern is dependent upon its ability (1) to
obtain sufficient additional debt and/or equity capital, (2) sell or license
certain technologies and/or (3) generate significant revenues through its
existing assets and operating business. The successful outcome of future
activities cannot be determined at this time and there are no assurances that if
achieved, the Company will have sufficient funds to execute their business plans
or generate positive operating results. These issues, among others, raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be able to
continue as a going concern.

Net Loss Per Share
------------------

Net loss per common share is based upon the weighted average number of common
shares outstanding during the 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 for any periods presented. However, the impact under the
treasury method of dilutive stock options would have been incremental shares of
19,824 and 52,941 for the three months ended October 31, 2002 and 2001,
respectively.

                                       4


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                        AMERICAN TECHNOLOGIES GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

              For The Three Months Ended October 31, 2002 and 2001

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

Segments
--------

The Company operates in one business segment, technology products, as a result
of the sale of its mining business in fiscal 2000.

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

In November 2001, the Company signed a promissory note with a third party who
has since become the Company's chief executive officer for $400,000, which was
later increased to $800,000. The note is unsecured and due on demand. As of
October 31, 2002, the Company has a balance of $536,109 outstanding under the
promissory note. Borrowings bear interest at 9% per annum with interest payments
due monthly. The Company has not paid interest during fiscal 2002 and the first
quarter of 2003. Accrued interest for this note totaled $33,803 as of October
31, 2002.

NOTE 4 - CAPITAL STOCK
----------------------

Common Stock
------------

On August 30, 2002, the Company held a shareholder meeting in New York. The
shareholders approved an amendment to the Company's certificate of incorporation
to increase the authorized number of shares of common stock from 100,000,000
shares to 1,000,000,000 shares.

During fiscal 2002, the Company committed to issue 4,115,596 shares of common
stock to employees/officers for settlement of debt/obligations. As of October
31, 2002, the Company has not yet issued these shares.

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

As of October 31, 2001, the Company had not issued 15,000 shares of Common Stock
owed for services rendered prior to July 31, 2000, valued at $6,750 which is
included in stock subscriptions in the accompanying balance sheets.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Contingency
-----------

On October 31, 2001, the Company received a letter of commitment for
additional funding from a third party. Per the letter of commitment, the Company
will receive an equity line funding facility up to $10,000,000. The first
$1,000,000 will be in the form of convertible debentures and the remaining
$9,000,000 will be pursuant to an equity line facility. The convertible
debentures will be issued as a convertible note with a conversion price at a 20%
discount to the market price, as defined within the financing documents. As of
October 31, 2002, the Company has not borrowed any money under this commitment.

NOTE 6 - SUBSEQUENT EVENT
-------------------------

On November 25, 2002, the Company issued 325,000 shares of common stock valued
at $1,138 (based on the closing price of stock on the date of issuance) to one
employee and his attorney as consideration for a settlement of an obligation.
The settlement resulted in the Company recording a gain on extinguishment of
debt of $29,510 during the quarter ending January 31, 2003.

                                       5


<PAGE>
ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS

         As reported in our prior public reports, the Company largely had ceased
operations during the prior fiscal year and had begun focusing efforts on
restructuring and refinancing. In 2002, the Company successfully continued these
efforts to settle various pending law suits, reduce outstanding liabilities,
acquire an equity funding facility to finance acquisition of new products,
entities and technologies, and otherwise strengthen the business.

         The Company has continued to explore possibilities for licensing and
distributing the distiller for manufacture and sales in selected Asian markets.
The same is true for the Force products, which still find interested customers
both domestically and overseas. Efforts are underway to examine strengthening
the distribution network so as to increase sales. The acquisition of new
entities, technologies and products to create value for shareholders, too, is
underway in the form of evaluating possible investments.

         Total revenue decreased by $78,630 from $101,826 in fiscal year 2001 to
$23,196 in fiscal year 2002 and continued to fall in the first quarter ending
October 31, 2002 due generally to lack of resources for marketing and promotion
and to decreasing demand for products. Without sufficient funds to conduct a
targeted advertising campaign and product launch, it is extremely difficult to
gain product awareness and generate sales. Such funds were very difficult to
obtain during the FY 2002. Sales also were impacted by generally poor worldwide
economic conditions and by the events of September 11, 2001.

         A majority of our efforts during the past year has been focused on
stabilizing the Company's 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.
In August 2002, our shareholders approved an increase to our authorized common
stock from 100,000,000 to 1,000,000,000. Our authorized but unissued common
stock will be used for potential financing and merger candidates.

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. 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.

         In November 2001, the Company signed a promissory note with Dr. Gary
Fromm for $400,000. The note is secured by the Company's water distiller patents
and was due August 8, 2002. It subsequently was converted to a demand basis.
Through October 31, 2002, the Company has received approximately $536,109 in
borrowings under the promissory note. There can be no assurances that the lender
will continue to lend amounts up to a potential commitment beyond $600,000.
Borrowings bear interest at 9% per annum with interest payments due monthly. To
date none of this interest has been paid.

         The Company does 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.
However, such funds may not be available on favorable terms or at all.

GOING CONCERN

         The Company's independent public accountants have stated in their
report included in this Form 10-KSB that the Company has incurred operating
losses in the last two years, has a working capital deficit and significant
stockholders deficit. These conditions raise substantial doubt about the
Company's ability to continue as a going concern unless it is successful in
finding and concluding satisfactory arrangements with merger partners and new
sources of finances.

                                       6


<PAGE>

ITEM 3  CONTROLS AND PROCEDURES

         As of October 31, 2002, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of October 31,
2002. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to October 31, 2002.

                                       7


<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

              Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  A special meeting of our shareholders was held on August 30, 2002.

(b)  Our shareholders voted:

1.   To amend 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.

          For                      Against             Abstained
       81,854,231                 4,631,525             138,348


ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibits

  (b) Reports on Form 8-K

         None

                                       8


<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/ Gary Fromm
                                               ---------------------------------
                                               Dr. Gary Fromm
                                               Chairman of the Board and
                                               Acting Chief Executive Officer
                                               Acting Chief Accounting Officer
                                               Date: December 16, 2002

                                       9


<PAGE>

                                  CERTIFICATION

         I, Dr. Gary Fromm, CEO and CFO, certify that:

1. I have reviewed this annual report on Form 10-QSB of American Technologies
Group, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

December 16, 2002

/s/ Dr. Gary Fromm
CEO and CFO