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 July 31, 2004

                         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, 4th Floor, New York, NY 10004
               (Address of principal executive offices) (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 [ ] NO [X]

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 July 31, 2004
Common stock, $0.0001 par value 16,619,603
<PAGE>
                               TABLE OF CONTENTS


Item                                                                       Page

INDEX                                                                          2

Part 1. Financial information                                                  3

     Item 1. Condensed Consolidated Financial Statements:

          Balance sheet as of April 30, 2003 and January 31, 2003              4

          Statement of income (loss) for three months ended
          April 30, 2003 and 2002                                              5

          Statement of cash flows for three months ended
          April 30, 2003 and 2002                                              6

          Statement of changes in shareholders equity for the
          three months ended April 30, 2003                                    7

          Notes to condensed consolidated financial statements                 8

Item 2. Management's discussion and analysis of financial condition           13

Part II. Other information                                                    18

Signatures                                                                    19

                                       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.

                                       3
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                    As of July 31, 2004 and January 31, 2004

<TABLE>
<CAPTION>
                                                                       Unaudited
                                                                       31-Jul-04              31-Jan-04
                                                                      ------------           ------------
<S>                                                                   <C>                    <C>
ASSETS

Current assets:
   Cash & interest bearing deposits                                   $    624,385           $    361,856
   Accounts receivable                                                       6,381                  6,381
                                                                      ------------           ------------
      Total current assets                                                 630,766                368,237

Other assets:
   Property & equipment- net                                               202,080                118,811
   Investment in joint venture                                             305,569                365,369
   Security deposit                                                         45,000                 45,000
   Trademarks & patents- net                                                 9,996                 10,298
                                                                      ------------           ------------

      Total assets                                                    $  1,193,411           $    907,715
                                                                      ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                $     79,677           $     59,738
                                                                      ------------           ------------
      Total current liabilities                                             79,677                 59,738

Shareholder loan payable                                                    30,072                 72,407

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; 5% cumulative non-participating, authorized
    7,000,000 shares at stated value of $3 per share, issued and
    outstanding 588,131 shares                                           1,750,616              1,750,616
   Common stock- $.0001 par value, authorized 100,000,000 shares,
    issued and outstanding, 16,619,603 at July 31, 2004 and
    16,619,603 shares at January 31, 2004                                    1,662                  1,662
   Additional paid in capital                                           30,786,238             30,092,672
   Accumulated deficit                                                 (34,030,120)           (33,644,646)
                                                                      ------------           ------------
      Total shareholders' equity                                         1,083,662                775,570
                                                                      ------------           ------------

      Total Liabilities & Shareholders' Equity                        $  1,193,411           $    907,715
                                                                      ============           ============
</TABLE>

                   See the notes to the financial statements.

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

<TABLE>
<CAPTION>
                                                 Six Months      Six Months     Three Months   Three Months
                                                 31-Jul-04       31-Jul-03       31-Jul-04      31-Jul-03
                                                -----------     -----------     -----------    -----------
<S>                                             <C>             <C>             <C>            <C>
Revenues:
   Net revenues FX3000                          $   351,873     $   306,132     $   278,305    $         0
   Net revenues PromotionStat                        83,080         (48,051)        115,547        169,753
                                                -----------     -----------     -----------    -----------

      Total net revenues                            434,953         258,081         393,852        169,753

General and administrative expenses:
   Salaries and benefits                        $    73,947     $     2,800     $    38,442    $     2,800
   Promotion & advertising                          158,211         174,873         106,284         25,770
   Consulting                                        42,405          40,711          23,486        155,403
   Software maintenance                             263,161          61,300          81,548        164,758
   General administration                           273,664         406,376         100,359         48,840
   Depreciation                                      11,424          10,366             811          6,925
                                                -----------     -----------     -----------    -----------

      Total general & administrative expenses       822,812         696,426         350,930        404,496
                                                -----------     -----------     -----------    -----------

Net loss from operations                           (387,859)       (438,345)         42,922       (234,743)

Other revenues and expenses:
   Interest income                                    2,385             829           1,299            829
                                                -----------     -----------     -----------    -----------

Net loss before provision for income taxes         (385,474)       (437,516)         44,221       (233,914)

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

Net loss                                        $  (385,474)    $  (437,516)    $    44,221    $  (233,914)
                                                ===========     ===========     ===========    ===========
Loss per common share:
   Basic & fully diluted                        $     (0.07)    $     (0.05)    $      0.00    $      0.00

Weighted average of common shares:
   Basic & fully diluted                         16,987,039      16,520,917      16,987,039     16,520,917
</TABLE>

                   See the notes to the financial statements.

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

<TABLE>
<CAPTION>
                                                           Six Months        Six Months
                                                           31-Jul-04         31-Jul-03
                                                           ---------         ---------
<S>                                                        <C>               <C>
Operating Activities:
  Net loss                                                 $(385,474)        $(437,516)
  Adjustments to reconcile net income items
   not requiring the use of cash:
    Amortization                                                 302               453
    Depreciation                                              11,424            16,907

Changes in other operating assets and liabilities :
  Accounts receivable                                              0            (4,075)
  Accounts payable & accrued expenses                         19,939           (31,634)
                                                           ---------         ---------
Net cash used by operations                                 (353,809)         (455,865)

Investing Activities:
  Investment in joint venture                                 59,800                 0
  Purchase of property & equipment                           (94,693)          (19,415)
                                                           ---------         ---------
Net cash used by investing activities                        (34,893)          (19,415)

Financing Activities:
  Subscriptions received                                     737,885           811,131
  Placement fees                                             (44,319)          (12,486)
  Shareholder loan                                           (42,335)          (57,565)
                                                           ---------         ---------
Net cash provided by financing activities                    651,231           741,080
                                                           ---------         ---------

Net increase (decrease) in cash during the period            262,529           265,800

Cash balance at beginning of the fiscal year                 361,856           217,249
                                                           ---------         ---------

Cash balance at end of the fiscal year                     $ 624,385         $ 483,049
                                                           =========         =========

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 Six Months Ended July 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 January 31, 2003   16,520,853    $1,652     1,294,974   $3,522,368   $29,662,172   $(32,820,205)   $   365,987

Subscriptions received                                                              798,645                       798,645

Net loss for the period                                                                           (437,516)      (437,516)
                              ----------    ------    ----------   ----------   -----------   ------------    -----------

Balance at July 31, 2003      16,520,853    $1,652    $1,294,974   $3,522,368   $30,460,817   $(33,257,721)   $   727,116
                              ==========    ======    ==========   ==========   ===========   ============    ===========

Balance at January 31, 2004   16,619,603    $1,662     1,468,819   $4,325,882   $30,092,672   $(33,644,646)   $   775,570

Subscriptions received                                                              693,566                       693,566

Net loss for the period                                                                           (385,474)      (385,474)
                              ----------    ------    ----------   ----------   -----------   ------------    -----------

Balance at July 31, 2004      16,619,603    $1,662    $1,468,819   $4,325,882   $30,786,238   $(34,030,120)   $ 1,083,662
                              ==========    ======    ==========   ==========   ===========   ============    ===========
</TABLE>

                   See the notes to the financial statements.

                                       7
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
                     For the Six Months Ended July 31, 2004


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 program. In March 2002, the Company sold the
FX3000, for a 25% interest in a joint venture that markets of the FX3000
software. The Company also is the developer of the PromotionStat software
program, 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 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. Receipts from the leasing
of the FX3000 program from the joint venture are first applied to the investment
in the joint venture and then to net revenues FX3000.

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 PromotionStat software. 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.

2. 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.

The calculation of fully diluted loss per share excludes outstanding common
stock equivalents because their inclusion would be anti-dilutive.

The net income available to common shareholders reported in the financial
statements has been adjusted by the cumulative dividends due to preferred

                                       9
<PAGE>
shareholders at July 31, 2004 and July 31, 2003 in calculating the loss per
share. The weighted average of common shares outstanding has been computed as
follows:

                                           6 Months               6 Months
                                           31-Jul-04             31-Jul-03
                                           ----------            ----------

     Shares outstanding                    16,987,039            16,520,917
                                           ==========            ==========

     Weighted average                      16,987,039            16,520,917
                                           ==========            ==========

                                           3 Months               3 Months
                                           31-Jul-04             31-Jul-03
                                           ----------            ----------
     Shares outstanding                    16,987,039            16,520,917
                                           ==========            ==========

     Weighted average                      16,987,039            16,520,917
                                           ==========            ==========

3.  ISSUANCE OF PREFERRED STOCK

The classes of preferred stock issued are as follows:

     CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3
     per share and a cumulative non-participating dividend of 13%. The Class A
     preferred stock is convertible into common stock at a conversion ratio of
     one preferred share for one common share. Each Class A preferred share
     includes one detachable common stock warrant. One common stock warrant is
     exercisable into one common share at an exercise price of $5 and expires in
     September 2004.

     CLASS B PREFERRED STOCK: Class B preferred stock has a stated value of $3
     per share and a cumulative non-participating dividend of 6%. The Class B
     preferred stock is convertible into common stock at a conversion ratio of
     one preferred share for one common share. Each Class B preferred share
     includes one detachable common stock warrant. One common stock warrant is
     exercisable into one common share at an exercise price of $5 and expires in
     September 2005.

At July 31, 2004 and July 31, 2003, the preferred dividends were in arrears for
$767,829 and $399,876, respectively.

                                       10
<PAGE>
4. PROPERTY AND EQUIPMENT

The following table is a summary of property and equipment at July 31, 2004 and
January 31, 2004

                                            7/31/2004            1/31/2004
                                            ---------            ---------

     Promotion Stat Software                $  89,172            $  89,172
     Lease Improvements                        40,024               45,613
     Furniture & Fixtures                      67,215               26,766
     Equipment                                225,183              189,190
     Accumulated depreciation                (219,514)            (231,930)
                                            ---------            ---------

     Net property & equipment               $ 202,080            $ 118,811
                                            =========            =========

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
                                                      Exercise Price    Maturity
                                                      --------------    --------
     Outstanding at January 31, 2004      1,772,659

      Issued                                      0
      Expired                                     0
      Exercised                                   0
                                         ----------

     Outstanding at July 31, 2004         1,772,659        $5             1.09
                                         ==========

The Company has no formal stock option plan for employees.

                                       11
<PAGE>
6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                     31-Jul-04       31-Jul-03
                                                    -----------     -----------

     Net loss before provision for income taxes     $  (387,859)    $  (438,345)
                                                    ===========     ===========

     Current tax expense:
       Federal                                      $         0     $         0
       State                                                  0               0
                                                    -----------     -----------
       Total                                        $         0     $         0

     Less deferred tax benefit:
       Timing differences                            (2,252,941)     (1,963,631)
       Allowance for recoverability                   2,252,941       1,963,631
                                                    -----------     -----------
       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                             $ 2,252,941     $ 1,963,631
     Allowance for recoverability                    (2,252,941)     (1,963,631)
                                                    -----------     -----------
     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.

                                       12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Advanced Technologies Group, Ltd. (the Company), was incorporated in the State
of Nevada in February 2000. In January 2001, the Company purchased FX3000, Inc.
(formerly Oxford Global Network, Ltd.), and the designer of the FX3000 software
program. The FX3000 software program is a real time quote and money management
platform for use by independent foreign currency traders. In March 2002, the
Company sold its interest in its FX3000 program to FX Direct Dealer, LLC, a
joint venture company that markets the FX3000 software program for a 25%
interest in FX Direct Dealer, LLC. The remaining 75% of the joint venture
company is owned by Tradition, N.A., a major, Swiss-based financial company. The
un-depreciated cost of the FX 3000 program at the date of the transfer, or
$1,670,485, was recorded as investment in the joint venture in the balance
sheet.

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.

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 six and three months ended July 31,
2004 and July 31, 2003.

                                       13
<PAGE>
I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS (SIX MONTHS)

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME

Total net revenues for the first six months of fiscal 2005 were $434,953
compared to $258,081 for the same period in 2004, a 69% increase. Net revenues
from the Company's investment in the joint venture to market the FX3000 platform
are consistent at about $60,000 per month and are expected to remain so through
fiscal 2005 and beyond. Most of the increase in net revenues was from the use of
the Company's on-line advertising software platform, PromotionStat. Net revenues
for 2005 were $83,080. In 2004, net revenues were negative $48,051 due to the
depreciation of the software development costs of the PromotionStat platform
allocated to "net revenues PromotionStat." The fixed cost allocation against a
small volume of sales caused the deficit. In 2005, the PromotionStat platform
revenues are in excess of this depreciation allocation.

General and administrative expense for the first half of fiscal 2005 was
$822,812 compared to $696,426 for 2004, an increase of 18%. One component of
this increase was salary costs that increased approximately $71,000 in the
current period ($73,947 for the first half of fiscal 2005 compared to only
$2,800 in fiscal 2004). The Company's chief executive officer did not take a
salary in fiscal 2004 and began taking a salary in fiscal 2005. Additionally,
software maintenance increased in the first half of fiscal 2005 by approximately
$202,000 over the same period last year. Some software maintenance for the
Company's software platforms was capitalized prior to sales revenues being
achieved in 2004. however, now that the platforms are in place and generating
sales revenues, the costs to maintain the platforms is expenses as per SFAS 86.
General and administrative expenses decreased approximately $133,000 during the
firs half of fiscal 2005. A detail comparison of the components of general
administrative costs is as follows:

                                                 31-Jul-04         31-Jul-03
                                                 ---------         ---------

     Travel, lodging, & meals                    $101,449          $172,747
     Rent & utilities                              40,154            54,291
     Supplies                                      74,947           116,725
     Automobile costs                              16,780            18,410
     Telephone                                     14,997            17,421
     Professional fees                             13,104            11,075
     Miscellaneous taxes                            6,714            11,475
     Postage                                        5,519             4,232
                                                 --------          --------

     Total                                       $273,664          $406,376
                                                 ========          ========

After deducting general and administrative costs, the Company experienced a loss
from operations of $387,859 for the first half of fiscal 2005, compared to an
operating loss of $438,345 for the same period in fiscal 2004.

                                       14
<PAGE>
Interest income during the current period in fiscal 2005 has increased over 2004
since the Company's average cash balance has increased significantly during this
period. The Company invests excess cash balance in money market accounts.

As a consequence of the above, the Company experienced a net loss for the first
half of fiscal 2005 of $385,474, or $0.07 per share compared to a net loss of
$437,516, or $0.05 per share for same period in fiscal 2004. Despite the
decrease in net loss during the current period the increase in the per share
loss resulted from an increase of slightly more than 460,000 shares being issued
and outstanding in the current period as compared to last year.

Gross profits on PromotionStat sales were $41,101, compared to $88,328 for the
same period last year. The gross profit percentage remained consistent at
approximately 57% and management expects the gross profit percentage on revenues
from the PromotionStat software to remain consistent in the coming fiscal year.

However, management believes that the improvement in the Company's overall
operations is best seen by a review of the operating results for the three month
period ended July 31, 2004 discussed below.

COMPARISON OF OPERATING RESULTS (THREE MONTHS)

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME

Revenues for the three months ended July 31, 2004 were $393,852 compared to
$169,753 for the same period in 2004, a 132% increase. Net revenues from the
Company's investment in the joint venture to market the FX3000 program for the
second quarter of fiscal 2005 were $278,305 compared to $-0- for the same period
last year since the program was still in development. The commencement of
revenues from the FX3000 joint venture accounted for most of the Company's total
net revenues during this quarter since revenues from the Company's on-line
advertising software program, PromotionStat remained consistent with the prior
year.

General and administrative expense for the second quarter of fiscal 2005 was
$350,930 compared to $404,496 for the same period in fiscal 2004, a decrease of
13%. Salary costs for 2005 increased approximately $36,000 in the second quarter
of fiscal 2005 reflecting, as mentioned above, the commencement of salary to the
Company's chief executive officer who did not take a salary in 2004.

After deducting general and administrative costs, the Company, for the first
time, experienced a gain from operations of $42,922 for the three months ended
July 31, 2005, compared to an operating loss of $234,743 for the same period in
fiscal 2004. After interest income during this period the Company realized a
total net gain for the second quarter of fiscal 2005 of $44,221. Although it is
difficult to predict the future revenues that the Company will derive from the
FX3000 joint venture since the joint venture's operations are controlled by the

                                       15
<PAGE>
Company's joint venture partner, management is confident that the second quarter
of fiscal 2005 marked a turning point for this project and expects that revenues
will continue to increase over the next year and beyond.

Interest income has increased over 2004 since the Company's average cash balance
has increased significantly in 2005. The Company invests excess cash balance in
money market accounts.

As mentioned above, Net income for the three months ended July 31, 2005 was
$44,221, or $0.00 per share compared to a loss of $233,914, or $0.00 per share
for the same period in fiscal 2004.

DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2004 cash on hand was $624,385 as compared with $361,856 at January
31, 2004. During the first half of fiscal 2005, the Company received $693,566 in
subscriptions to its preferred B stock. Operations used $353,809 of the cash
proceeds during this period as compared to $455,865 for the same period in
fiscal 2004. In addition, the Company used $94,693 for computer and office
equipment during the six months ended July 31, 2004 and paid a shareholder loan
down $42,335.

The Company does not expect any material capital expenditures for the balance of
fiscal 2005.

At July 31, 2004, the Company had working capital of $551,089 compared to a
working capital of $308,499 at January 31, 2004. Working capital increased
mainly as a result of the preferred stock subscriptions during this period.

Total assets at July 31, 2004 were $1,193,411 as compared to $907,715 at January
31, 2004.

The Company's total stockholders' equity increased to $1,083,662 at July 31,
2004. Stockholders' equity increased because of the preferred stock
subscriptions for cash proceeds of $693,566 netted against a net loss of
$385,474.

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 nvironment which is typically not affected by inflationary trends.

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<PAGE>
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 and
institutional traders 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 trading 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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                                   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: September 24, 2004


By: /s/ Abel Raskas
   ------------------------------
   Abel Raskas
   President


Date: September 24, 2004


By: /s/ Alex Stelmak
   ------------------------------
   Alex Stelmak
   CEO and Chief Financial Officer

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