SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                         Quarter Ended October 31, 2005

                         Commission File Number 0-30987


                        Advanced Technologies Group, Ltd.
             (Exact name of Registrant as specified in its Charter)


           Nevada                                               80-0987213
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


 32 Broadway, 3rd. Floor, New York, NY                            10004
(Address of principal executive offices)                        (Zip Code)


 32 Broadway, 4th. Floor, New York, NY                            10004
        (Former Address)                                        (Zip Code)


                                 (212) 968-0941
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate the number of Shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

          Class                                  Outstanding at October 31, 2005
          -----                                  -------------------------------
Common stock, $0.0001 par value                             16,900,121
<PAGE>
                                TABLE OF CONTENTS


Item                                                                        Page
----                                                                        ----

INDEX                                                                          2

Part 1. Financial Information

     Item 1. Condensed Consolidated Financial Statements:                      3

          Balance sheet as of October 31, 2005 and January 31, 2004            4

          Statement of income (loss) for nine months ended
          October 31, 2005 and 2004                                            5

          Statement of cash flows for nine months ended
          October 31, 2005 and 2004                                            6

          Statement of changes in shareholders equity for the nine
          months ended October 31, 2005                                        7

          Notes to condensed consolidated financial statements                 8

     Item 2. Management's discussion and analysis of financial condition      12

Part II. Other Information

     Item 6. Exhibits and Reports on Form 8-K                                 16

Signatures                                                                    17

                                       2
<PAGE>
                          PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following unaudited consolidated financial statements have been prepared by
Advanced Technologies Group, Ltd. (the "Company" or "ATG") pursuant to the rules
and regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principals have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Company's
management, the consolidated financial statements include all adjustments
(consisting only of adjustments of a normal, recurring nature) necessary to
present fairly the financial information set forth herein.

FORWARD-LOOKING STATEMENTS

Some of the information contained in this Report may constitute forward-looking
statements or statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on current
expectations and projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are intended to
identify forward-looking statements which involve, and are subject to, known and
unknown risks, uncertainties and other factors which could cause the Company's
actual results, financial or operating performance or achievements to differ
from future results, financial or operating performance or achievements
expressed or implied by such forward-looking statements. Projections and
assumptions contained and expressed herein were reasonably based on information
available to the Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to significant
uncertainties and contingencies, many of which are beyond the Company's control,
and no assurance can be given that the projections will be realized. Potential
investors are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

                                       3
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Unaudited Consolidated Balance Sheets
                   As of October 31, 2005 and January 31, 2005

<TABLE>
<CAPTION>
                                                                             Unaudited
                                                                             31-Oct-05             31-Jan-05
                                                                            -----------           -----------
<S>                                                                         <C>                    <C>
ASSETS

Current assets:
   Cash & interest bearing deposits                                         $    388,252           $    597,547
   Accounts receivable                                                            22,955                 21,955
                                                                            ------------           ------------
      Total current assets                                                       411,207                619,502

Other assets:
   Property & equipment- net                                                      66,703                 98,991
   Security deposit                                                               45,000                 45,000
   Trademarks & patents- net                                                       9,237                  9,691
                                                                            ------------           ------------

      Total assets                                                          $    532,147           $    773,184
                                                                            ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                      $      9,698           $     79,677
                                                                            ------------           ------------
      Total current liabilities                                                    9,698                 79,677

Shareholder loan payable                                                               0                 15,388

Shareholders' equity:
   Series A preferred stock, one share convertible to one
    share of common; 13% cumulative non-participating, authorized
    1,000,000 shares at stated value of $3 per share, issued and
    outstanding 876,576 shares                                                 2,575,266              2,575,266
   Series B preferred stock, one share convertible to one
    share of common; 6% cumulative non-participating, authorized
    7,000,000 shares at stated value of $3 per share, issued and
    outstanding 588,131 shares                                                 4,441,101              4,157,754
   Common stock - $.0001 par value, authorized 100,000,000 shares,
    issued and outstanding, 16,790,127 shares at January 31, 2005
    and 16,900,121 shares at October 31, 2005                                      1,790                  1,779
   Additional paid in capital                                                 29,685,857             29,355,886
   Accumulated deficit                                                       (36,181,565)           (35,412,566)
                                                                            ------------           ------------
      Total shareholders' equity                                                 522,449                678,119
                                                                            ------------           ------------

      Total Liabilities & Shareholders' Equity                              $    532,147           $    773,184
                                                                            ============           ============
</TABLE>

See the notes to the financial statements.

                                       4
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Unaudited Consolidated Statements of Operations
                For the Nine and Three Months Ended October 31st

<TABLE>
<CAPTION>
                                                       9 Mos              9 Mos              3 Mos              3 Mos
                                                     31-Oct-05          31-Oct-04          31-Oct-05          31-Oct-04
                                                   ------------       ------------       ------------       ------------
<S>                                                <C>                <C>                <C>                <C>
Revenues:
  Gross revenues                                   $    682,092       $    704,319       $    257,846       $    269,366
  Cost of revenues                                      (52,178)                 0            (40,563)
                                                   ------------       ------------       ------------       ------------

      Total net revenues                                629,914            704,319            217,283            269,366

General and administrative expenses:
  Salaries and benefits                            $    169,303       $    107,945       $    101,859       $     33,998
  Promotion & advertising                                16,549            352,245              3,230            194,034
  Consulting                                            226,524            172,936            182,264            130,531
  Software maintenance                                  380,428            438,438             98,121            175,277
  General administration                                267,100            344,212            180,807             70,548
  Depreciation                                           14,975             18,140             (2,083)             6,716
                                                   ------------       ------------       ------------       ------------

      Total general & administrative expenses         1,074,879          1,433,916            564,198            611,104
                                                   ------------       ------------       ------------       ------------

Net loss from operations                               (444,965)          (729,597)          (346,915)          (341,738)

Other revenues and expenses:
  Interest income                                         5,948              3,815              2,257              1,440
                                                   ------------       ------------       ------------       ------------

Net loss before provision for income taxes             (439,017)          (725,782)          (344,658)          (340,298)

Provision for income taxes                                    0                  0                  0                  0
                                                   ------------       ------------       ------------       ------------

Net loss                                           $   (439,017)      $   (725,782)      $   (344,658)      $   (340,298)
                                                   ============       ============       ============       ============
Loss per common share:
  Basic & fully diluted                            $      (0.07)      $      (0.09)      $      (0.02)      $      (0.02)

Weighted average of common shares:
  Basic & fully diluted                              16,883,137         16,987,039         16,900,121         16,987,039
</TABLE>

See the notes to the financial statements.

                                       5
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Unaudited Consolidated Statements of Cash Flows
                  For the Six and Three Months Ended July 31st

<TABLE>
<CAPTION>
                                                            Unaudited         Unaudited
                                                            31-Oct-05         31-Oct-04
                                                           -----------       -----------
<S>                                                        <C>               <C>
Operating Activities:
  Net loss                                                 $  (439,017)      $  (725,782)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Amortization                                                  454               455
     Depreciation                                               32,286            18,140
  Changes in other operating assets and liabilities:
     Accounts receivable                                        (1,000)          (21,335)
     Accounts payable & accrued expenses                       (69,977)           19,939
                                                           -----------       -----------
Net cash used by operations                                   (477,254)         (708,583)

Investing Activities:
  Purchase of property & equipment                                   0           (87,962)
                                                           -----------       -----------
Net cash provided by investing activities                            0           (87,962)

Financing Activities:
  Subscriptions received                                       307,117         1,154,625
  Placement fees                                               (23,770)          (50,269)
  Shareholder loan                                             (15,388)          (48,528)
                                                           -----------       -----------
Net cash provided by financing activities                      267,959         1,055,828
                                                           -----------       -----------

Net increase (decrease) in cash during the period             (209,295)          259,283

Cash balance at beginning of the fiscal year                   597,547           361,856
                                                           -----------       -----------

Cash balance at October 31st                               $   388,252       $   621,139
                                                           ===========       ===========
Supplemental disclosures of cash flow information:
  Interest paid during the period                          $         0       $         0
  Income taxes paid during the period                      $         0       $         0
</TABLE>


See the notes to the financial statements.

                                       6
<PAGE>
                        Advanced Technologies Group, Ltd.
       Unaudited Consolidated Statement of Changes in Shareholders' Equity
                     For the Nine Months Ended October 31st

<TABLE>
<CAPTION>
                           Common      Common      Preferred     Preferred      Paid in        Accumulated
                           Shares     Par Value      Shares        Value        Capital          Deficit           Total
                           ------     ---------      ------        -----        -------          -------           -----
<S>                      <C>            <C>         <C>          <C>           <C>             <C>              <C>
Balance at 2/1/05        16,790,127     $1,779      2,267,086    $6,733,020    $29,355,886     $(35,412,566)    $   678,119

Subscriptions received                                102,372       283,347                                         283,347

Dividends paid              109,994     $   11                                 $   329,971     $   (329,982)    $         0

Net loss for the period                                                                            (439,017)       (439,017)
                         ----------     ------     ----------    ----------    -----------     ------------     -----------

Balance at 10/31/05      16,900,121     $1,790      2,369,458    $7,016,367    $29,685,857     $(36,181,565)    $   522,449
                         ==========     ======     ==========    ==========    ===========     ============     ===========


Balance at 2/1/04        16,619,603     $1,662      1,468,819    $4,325,882    $30,092,672     $(33,644,646)    $   775,570

Subscriptions received                                                           1,104,356                        1,104,356

Net loss for the period                                                                            (725,782)       (725,782)
                         ----------     ------     ----------    ----------    -----------     ------------     -----------

Balance at 10/31/04      16,619,603     $1,662     $1,468,819    $4,325,882    $31,197,028     $(34,370,428)    $ 1,154,144
                         ==========     ======     ==========    ==========    ===========     ============     ===========
</TABLE>

See the notes to the financial statements.

                                       7
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
                     For the Nine Months Ended October 31st


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. The Company is the designer and owner of the FX3000, a
foreign currency trading software system.

In March 2002, the Company sold the FX3000, for a 25% interest in a joint
venture with FX Direct Dealer LLC, a company that markets the FX3000 software.

The Company also is the developer of the PromotionStat software platform, which
assists on-line advertisers in monitoring their marketing effectiveness.

CONSOLIDATION- the accompanying consolidated financial statements include the
accounts of the company and its wholly owned subsidiaries. All significant
inter-company balances have been eliminated.

USE OF ESTIMATES- The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make reasonable estimates and assumptions that affect the reported amounts of
the assets and liabilities and disclosure of contingent assets and liabilities
and the reported amounts of revenues and expenses at the date of the financial
statements and for the period they include. Actual results may differ from these
estimates.

REVENUE RECOGNITION- Revenues from the leasing of the PromotionStat program are
accounted for as an operating lease and are recorded at the end of the lease
term, which is normally on a "month to month" basis.

CASH AND INTEREST BEARING DEPOSITS- For the purpose of calculating changes in
cash flows, cash includes all cash balances and highly liquid short-term
investments with an original maturity of three months or less.

SOFTWARE DEVELOPMENT COSTS- The Company applies Statement of Financial
Accounting Standard No. 86 (SFAS No. 86), ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED, (SFAS No. 86), to account
for the costs in developing the FX3000. The software is designed to enable
clients to execute on-line trades and monitor currency transactions that are
entered into by the prospective client.

SFAS No. 86 provides that the costs of producing software programs subsequent to
establishing technological feasibility shall be capitalized. The capitalization
of such costs ceases when the product becomes available to customers.
Amortization of the capitalized costs begins when the software product becomes
available to customers and is calculated using the straight-line method over a
period of three years.

                                       8
<PAGE>
PROPERTY & EQUIPMENT- Office and computer equipment are stated at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful life of the asset. The following is a summary of the estimated
useful lives used in computing depreciation expense:

             Furniture & lease improvements     7 years
             Office equipment                   3 years
             Computer hardware                  3 years
             Software                           3 years

Expenditures for major repairs and renewals that extend the useful life of the
asset are capitalized. Minor repair expenditures are charged to expense as
incurred.

LONG LIVED ASSETS- The Company reviews for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.

INCOME TAXES- The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No. 109 (SFAS No. 109), "ACCOUNTING FOR INCOME
TAXES". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.

3. NET LOSS PER SHARE

The Company applies SFAS No. 128, "EARNINGS PER SHARE" to calculate loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Fully diluted loss per share includes the dilutive effects of outstanding
common stock equivalents.

Net loss per share is calculated as follows:

                                          31-Oct-05           31-Oct-04
                                          ---------           ---------

     Shares outstanding                   16,900,121          16,987,039
                                         ===========         ===========
     Weighted average                     16,883,137          16,987,039
                                         ===========         ===========

     Net loss                            $  (439,017)        $  (725,782)
     Loss available to preferred            (695,332)           (876,625)
                                         -----------         -----------
     Common net income                   $(1,134,349)        $(1,556,133)
                                         ===========         ===========
     Loss per common share:
       Basic & fully diluted             $     (0.07)        $     (0.09)
                                         ===========         ===========

                                       9
<PAGE>
4. PROPERTY AND EQUIPMENT

The following table is a summary of property and equipment at October 31, 2005
and at January 31, 2005:

                                             Unaudited
                                             31-Oct-05           31-Jan-05
                                             ---------           ---------

     Promotion Stat Software                 $  89,172           $  89,172
     Lease Improvements                         22,504              22,504
     Furniture & Fixtures                       30,174              30,176
     Equipment                                 226,830             226,830
     Accumulated depreciation                 (301,977)           (269,691)
                                             ---------           ---------

     Net property & equipment                $  66,703           $  98,991
                                             =========           =========

5. STOCK WARRANTS OUTSTANDING

The following table summarizes the details of the number of warrants issued and
outstanding and the weighted average exercise price and years remaining on the
warrants.

                                                                        Wgtd Avg
                                                          Wgtd Avg      Years to
                                            Amount     Exercise Price   Maturity
                                            ------     --------------   --------
     Outstanding at February 1, 2001          8,750
     Issued                                 824,806
     Expired                                      0
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2002        833,556
     Issued                                 404,411
     Expired                                      0
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2003      1,237,967
     Issued                                 543,442
     Expired                                 (8,750)
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2004      1,772,659
     Issued                                       0
     Expired                                      0
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2005      1,772,659
     Issued                                       0
     Expired                                      0
     Exercised                                    0
                                         ----------
     Outstanding at October 31, 2005      1,772,659         $5            0.39
                                         ==========

                                       10
<PAGE>
6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                    31-Oct-05        31-Oct-04
                                                    ---------        ---------

     Net loss before provision for income taxes    $  (444,965)     $  (729,597)
                                                   ===========      ===========
     Current tax expense:
       Federal                                     $         0      $         0
       State                                                 0                0
                                                   -----------      -----------
       Total                                       $         0      $         0

     Less deferred tax benefit:
       Timing differences                           (2,987,127)      (2,404,536)
       Allowance for recoverability                  2,987,127        2,404,536
                                                   -----------      -----------
       Provision for income taxes                  $         0      $         0
                                                   ===========      ===========

A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:

     Statutory U.S. federal rate                            34%              34%
     Statutory state and local income tax                   10%              10%
     Less allowance for tax recoverability                 -44%             -44%
                                                   -----------      -----------
     Effective rate                                          0%               0%
                                                   ===========      ===========

     Deferred income taxes are comprised of the following:

     Timing differences                            $ 2,987,127      $ 2,404,536
     Allowance for recoverability                   (2,987,127)      (2,404,536)
                                                   -----------      -----------
     Deferred tax benefit                          $         0      $         0
                                                   ===========      ===========

Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2020 to 2024 and may not be recoverable upon the purchase of the
Company under current IRS statutes.

7. ISSUANCES OF COMMON STOCK AND DIVIDENDS PAID

During the nine months ended October 31, 2005, the Company issued 109,994 common
shares to existing preferred shareholders as a dividend.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Advanced Technologies Group, Ltd. (the Company), formerly SeventhCai, Inc., was
incorporated in the State of Nevada in February 2000. In January 2001, the
Company changed its name to Advanced Technologies Group, Ltd., and purchased
100% of the issued and outstanding shares of FX3000, Inc., a Delaware
corporation, the designer of the FX3000 software program. The FX3000 software
program is a financial real time quote and money management platform for use by
independent foreign currency traders. In March 2002, the Company transferred its
FX3000 program to FX Direct Dealer, LLC, a joint venture company that will
market the FX3000 software program. The Company received a 25% interest in the
company in return for the transfer. The remaining 75% of the joint venture
company is owned by Tradition, N.A., a major, Swiss-based financial company.

The Company also is the developer of the PromotionStat software program, which
assists on-line advertisers in monitoring their marketing effectiveness and
which is marketed through the Company's subsidiary, PromotionStat Inc. The
Company, through its wholly owned subsidiaries, seeks to generate revenue
through its investment in FX Direct Dealer and the PromotionStat E-commerce
advertising screening platform software.

GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS

With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include but are not limited
to the following:

     *    Inability of the company to secure additional financing

     *    Unexpected economic changes in the United States

     *    The imposition of new restrictions or regulations by government
          agencies that affect the Company's business activities.

To the extent possible, the following discussion will highlight the activities
of the Company's business activities for the nine and three months ended October
30, 2005 and October 30, 2004.

                                       12
<PAGE>
I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME (NINE MONTHS)

Total net revenues for the first nine months of fiscal 2006 were $682,092,
compared to $704,319 for the same period in fiscal 2005, a slight decrease due
to lower revenues from the Company's PromotionStat program. Revenues from the
Company's joint venture to market the FX 3000 Program remained consistent at
about $71,000 per month. Management believes that revenues from this joint
venture will increase slightly towards the end of fiscal 2006 and continue to
increase further beyond that as the marketing program for this product continues
to develop throughout fiscal 2007. Last years monthly revenues from the FX3000
program use averaged $60,000 per month. Management expects that net revenues
from PromotionStat will remain unchanged at current levels for the foreseeable
future.

General and administrative expense for the first nine months of fiscal 2006 was
$1,074,879 compared to $1,433,916 for 2005, a decrease of 25%. Major decreases
in costs during this period were promotion and advertising costs. A detail of
general administrative costs is as follows:

                                                 31-Oct-05         31-Oct-04
                                                 ---------         ---------

     Travel, lodging, & meals                    $ 68,077          $164,744
     Rent & utilities                              29,314            52,133
     Supplies                                      46,631            43,779
     Automobile costs                              37,155            25,780
     Telephone                                     28,480            27,156
     Professional fees                             46,588            16,395
     Miscellaneous taxes                            6,995             7,089
     Postage                                        3,860             7,136
                                                 --------          --------

     Total                                       $267,100          $344,212
                                                 ========          ========

After deducting general and administrative costs, the Company experienced a loss
from operations of $444,965 for the first nine months of fiscal 2006, compared
to an operating loss of $729,597 for the same period in fiscal 2005.

Interest income has increased over 2005 since the Company's average cash balance
has increased significantly in 2006. The Company invests excess cash balance in
money market accounts.

Net loss for this period in fiscal 2006 was $439,017 or $0.07 per share compared
to a loss of $725,782, or $0.09 per share for the same period in fiscal 2005.

Net revenues for 2006 were $217,283 compared to $269,366 for the same period in
2005. The decrease is due to lower revenues from the PromotionStat program.
Revenues from the Company's joint venture to market the FX 3000 Program remained

                                       13
<PAGE>
consistent at about $71,000 per month. Management believes that revenues from
this joint venture will increase slightly towards the end of fiscal 2006 and
continue to increase further beyond that as the marketing program for this
product continues to develop throughout fiscal 2007. PromotionStat net revenues
for this quarter in fiscal 2006 were approximately $6,000 as compared to $80,000
for the same period last year. Management expects that net revenues from
PromotionStat will remain unchanged at this level for the foreseeable future.

COMPARISON OF OPERATING RESULTS (THREE MONTHS)

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME

Total net revenues for the three months ended October 30, 2005 were $217,283,
compared to $269,366 for the same period in fiscal 2005. The decrease during
this period was due to lower revenues from the PromotionStat program. Of this,
$260,084 represented revenues from the Company's joint venture to market the FX
3000 Program, as compared to $35,686 for the same period in fiscal 2004, an
increase of almost 629%. However, it should be remembered that revenues from the
joint venture in the FX3000 program began to be realized in the middle of the
third quarter of fiscal year 2004. Management believes that revenues from this
joint venture will continue to increase through fiscal 2005 and beyond as the
marketing program for this product continues to develop throughout 2005.

General and administrative expense for the third quarter of fiscal 2006 was
$564,198 compared to $611,104 for the same period in fiscal 2005, a decrease of
8%. Major reductions in costs in 2006 were promotion and advertising and
administrative costs.

After deducting general and administrative costs, the Company experienced a loss
from operations of $346,915 for the third quarter of fiscal 2006, compared to a
loss of $341,738 for the same period in fiscal 2005.

Interest income has increased over 2005 since the Company's average cash balance
has increased significantly in 2006. The Company invests excess cash balance in
money market accounts.

Net loss for the third quarter of fiscal 2006 was $344,658, or $0.02 per share
compared to loss of $340,298, or $0.02 per share for the same period in fiscal
2005.

DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2005 cash on hand was $388,252 as compared with $597,547 at
January 31, 2005. During the period the Company received $283,347 in net
subscriptions to its preferred B stock. Operations used $477,254 of the cash. In
addition, the Company used $15,388 to pay the balance of a shareholder advance.

The Company does not expect any material capital expenditures for the balance of
fiscal 2006.

                                       14
<PAGE>
At October 31, 2005, the Company had working capital of $401,509 compared to a
working capital of $539,825 at January 31, 2005.

Total assets at July 31, 2005 were $532,147 as compared to $773,184 at January
31, 2005.

The Company's total stockholders' equity decreased to $522,449 at October 31,
2005 from $678,119 at January 31, 2005. The loss from operations of $439,017 was
offset by the subscriptions received of $283,347, accounting for the decrease in
shareholder equity.

III. INFLATION

Management anticipates that inflation will not have a material effect on the
Company's operations in the future. This is principally due to the fact that its
revenues and profits are expected to be derived from the licensing of its
software system to operators, such as broker/dealers for the use of their
clients. Essentially, the Company's software product is intended to facilitate
an investment environment that is typically not affected by inflationary trends.

IV. TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS

A number of factors are expected to impact the Company's liquidity, capital
resources and future operations. Included among these are governmental
regulation of the trading of currencies by individuals and the acceptability of
currency trading by a large number of individual high net worth investors.
Management believes that the increasing regulation of securities and other forms
of investment vehicles will increase demand for alternate investment vehicles
such as currency trading, thereby increasing demand for the Company's products
and will significantly expand the Company's markets.

The Company has developed its FX3000 software to allow access by individual
investors to what has traditionally been an investment arena restricted to large
financial institutions and banks. Management believes that as investors become
more sophisticated there will be an increased demand for access to these types
of previously unavailable investment vehicles.

As other new technological products under development by the Company are
introduced, management believes that sales revenues will increase and, over the
long term, will result in stable sales and profits for the Company.

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<PAGE>
                            PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    Exhibit No.    Description
    -----------    -----------

      31.1    Certification under Section 302 of the Sarbanes-Oxley Act
              of 2002 of Chief Executive Officer

      31.2    Certification under Section 302 of the Sarbanes-Oxley Act
              of 2002 of Chief Financial Officer

      32      Certification under Section 906 of the Sarbanes-Oxley Act
              of 2002 of Chief Executive Officer and Chief Financial Officer

(b) Reports on Form 8-K

None

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<PAGE>
                                   SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed in
its behalf by the undersigned, thereunto duly authorized.


Date: December 8, 2005 By:                  /s/ Alex Stelmak
                                            ---------------------------------
                                            Alex Stelmak
                                            CEO and Chief Financial Officer


Date: December 8, 2005 By:                  /s/ Abel Raskas
                                            ---------------------------------
                                            Abel Raskas
                                            President

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