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, 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 [X] NO [ ]

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, 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 October 31, 2004 and January 31, 2004           4

          Statement of income (loss) for nine and three months ended
          October 31, 2004 and 2003                                           5

          Statement of cash flows for nine months ended October 31, 2004
          and 2003                                                            6

          Statement of changes in shareholders equity for the nine months
          ended October 31, 2004                                              7

          Notes to condensed consolidated financial statements                8

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


Part II. Other Information                                                   15

     Item 6. Exhibits and reports on Form 8-K                                15

Signatures                                                                   16

                                       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 October 31, 2004 and January 31, 2004

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

Current assets:
   Cash & interest bearing deposits                                            $    621,139       $    361,856
   Accounts receivable                                                               27,716              6,381
                                                                               ------------       ------------
      Total current assets                                                          648,855            368,237

Other assets:
   Property & equipment- net                                                        188,633            118,811
   Investment in joint venture                                                      365,369            365,369
   Security deposit                                                                  45,000             45,000
   Trademarks & patents- net                                                          9,843             10,298
                                                                               ------------       ------------

      Total assets                                                             $  1,257,700       $    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                                                             23,879             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 October 31, 2004 and
   16,619,603 shares at January 31, 2004                                              1,662              1,662
  Additional paid in capital                                                     31,197,028         30,092,672
  Accumulated deficit                                                           (34,370,428)       (33,644,646)
                                                                               ------------       ------------
      Total shareholders' equity                                                  1,154,144            775,570
                                                                               ------------       ------------

      Total Liabilities & Shareholders' Equity                                 $  1,257,700       $    907,715
                                                                               ============       ============
</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>
                                              Nine Months      Nine Months       Three Months      Three Months
                                               31-Oct-04        31-Oct-03         31-Oct-04         31-Oct-03
                                              ------------     ------------      ------------      ------------
<S>                                          <C>              <C>               <C>               <C>
Revenues:
  Net revenues FX3000                         $    611,957     $    241,818      $    260,084      $     35,686
  Net revenues PromotionStat                        92,362           71,353             9,282            19,404
                                              ------------     ------------      ------------      ------------

  Total net revenues                               704,319          313,171           269,366            55,090

General and administrative expenses:
  Salaries and benefits                       $    107,945     $     36,455      $     33,998      $     33,655
  Promotion & advertising                          352,245          257,261           194,034            82,388
  Consulting                                       172,936          204,768           130,531           164,057
  Software maintenance                             438,438          256,100           175,277           194,800
  General administration                           344,212          435,004            70,548            28,628
  Depreciation                                      18,140           19,409             6,716             9,043
                                              ------------     ------------      ------------      ------------

  Total general & administrative expenses        1,433,916        1,208,997           611,104           512,571
                                              ------------     ------------      ------------      ------------

Net loss from operations                          (729,597)        (895,826)         (341,738)         (457,481)

Other revenues and expenses:
  Interest income                                    3,815            2,126             1,440             1,297
                                              ------------     ------------      ------------      ------------

Net loss before provision for income taxes        (725,782)        (893,700)         (340,298)         (456,184)

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

Net loss                                      $   (725,782)    $   (893,700)     $   (340,298)     $   (456,184)
                                              ============     ============      ============      ============

Loss per common share:
  Basic & fully diluted                       $      (0.04)    $      (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 Nine Months Ended October 31st

<TABLE>
<CAPTION>
                                                             Nine Months           Nine Months
                                                              31-Oct-04             31-Oct-03
                                                             -----------           -----------
<S>                                                          <C>                   <C>
Operating Activities:
  Net loss                                                   $  (725,782)          $  (893,700)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Amortization                                                    455                   453
     Depreciation                                                 18,140                25,950

Changes in other operating assets and liabilities :
  Accounts receivable                                            (21,335)               (4,620)
  Accounts payable & accrued expenses                             19,939               (31,202)
                                                             -----------           -----------
Net cash used by operations                                     (708,583)             (903,119)

Investing Activities:
  Investment in joint venture                                          0               129,244
  Purchase of property & equipment                               (87,962)               (4,020)
                                                             -----------           -----------
Net cash used by investing activities                            (87,962)              125,224

Financing Activities:
  Subscriptions received                                       1,154,625             1,130,777
  Brokerage fees                                                 (50,269)              (32,043)
  Shareholder loan                                               (48,528)              (75,565)
                                                             -----------           -----------
Net cash provided by financing activities                      1,055,828             1,023,169
                                                             -----------           -----------

Net increase (decrease) in cash during the period                259,283               245,274

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

Cash balance at end of the fiscal year                       $   621,139           $   462,523
                                                             ===========           ===========
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 January 31, 2003    16,520,853    $ 1,652     1,294,974    $3,522,368    $29,662,172    $(32,820,205)   $  365,987

Subscriptions received                                                                1,098,734                     1,098,734

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

Balance at October 31, 2003    16,520,853    $ 1,652    $1,294,974    $3,522,368    $30,760,906    $(33,257,721)   $1,027,205
                              ===========    =======    ==========    ==========    ===========    ============    ==========

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                                                                1,104,356                     1,104,356

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

Balance at October 31, 2004    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 31, 2004 and October 31, 2003


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.

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

                                       8
<PAGE>
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
shareholders at October 31, 2004 and October 31, 2003 in calculating the loss
per share. The weighted average of common shares outstanding has been computed
as follows:


                                            9 Months              9 Months
                                           31-Oct-04             31-Oct-03
                                           ---------             ---------
     Shares outstanding                    16,987,039            16,520,917
                                           ==========            ==========

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

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

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

                                       9
<PAGE>
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 October 31, 2004 and October 31, 2003, the preferred dividends were in
arrears for $876,625 and $519,174, respectively.

4. PROPERTY AND EQUIPMENT

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

                                            10/31/2004            1/31/2004
                                            ----------            ---------
     Promotion Stat Software                $  89,172            $  89,172
     Lease Improvements                        40,023               45,613
     Furniture & Fixtures                      67,215               26,766
     Equipment                                225,183              189,190
     Accumulated depreciation                (232,960)            (231,930)
                                            ---------            ---------

     Net property & equipment               $ 188,633            $ 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.

                                       10
<PAGE>
                                                                        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 October 31, 2004      1,772,659        $5             1.09
                                         ==========

The Company has no formal stock option plan for employees.

6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                    31-Oct-04        31-Oct-03
                                                    ---------        ---------
     Net loss before provision for income taxes    $  (729,597)     $  (895,826)
                                                   ===========      ===========
     Current tax expense:
       Federal                                     $         0      $         0
       State                                                 0                0
                                                   -----------      -----------
       Total                                       $         0      $         0

     Less deferred tax benefit:
       Timing differences                           (2,404,536)      (2,146,713)
       Allowance for recoverability                  2,404,536        2,146,713
                                                   -----------      -----------
       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                            $ 2,404,536      $ 2,146,713
     Allowance for recoverability                   (2,404,536)      (2,146,713)
                                                   -----------      -----------
     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.

                                       11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

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
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, 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, 2004 and October 30, 2003.

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.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS (NINE MONTHS)

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME

Total net revenues for the first nine months of fiscal 2005 were $704,319,
compared to $313,171 for the same period in fiscal 2004, an increase of
$391,148, or almost 125%, over fiscal 2004. Of this, $611,957 represented
revenues from the Company's joint venture to market the FX 3000 Program, as
compared to $241,818 for the same period in fiscal 2004, a 60% increase.
Management believes that revenues from this joint venture will increase through
fiscal 2005 and beyond as the marketing program for this product continues to
develop throughout 2005.

                                       12
<PAGE>
Net revenues from the use of the Company's on-line advertising software program,
PromotionStat, for the nine months ended October 30, 2004 were $92,362 compared
to$71,353 for the same period in fiscal 2004, an increase of just over $21,000
or slightly more than 29%.

General and administrative expense for the first nine months of fiscal 2005 was
$1,433,916 compared to $1,208,997 for 2004, an increase of 19%. Salary costs
during fiscal 2005 increased approximately $71,000 over the same period last
year. This increase is due primarily to the fact that the Company's chief
executive officer did not take a salary during 2004 and began taking a salary
during 2005. Software maintenance increased in 2005 by approximately $182,000.
Some software maintenance for the Company's software programs was capitalized
prior to sales revenues being achieved in 2004. Now that the programs are in
place and generating sales revenues, the costs to maintain the programs is
expenses as per SFAS 86. General and administrative expenses decreased
approximately $90,000 in 2005. A detail of general administrative costs is as
follows:

                                                31-Oct-04         31-Oct-03
                                                ---------         ---------
     Travel, lodging, & meals                    $164,744          $185,823
     Rent & utilities                              52,133            74,006
     Supplies                                      43,779            84,873
     Automobile costs                              25,780            27,819
     Telephone                                     27,156            25,001
     Professional fees                             16,395            22,775
     Miscellaneous taxes                            7,089            10,383
     Postage                                        7,136             4,324
                                                 --------          --------

     Total                                       $344,212          $435,004
                                                 ========          ========

After deducting general and administrative costs, the Company experienced a loss
from operations of $729,597 for the nine months ended October 30, 2004, compared
to an operating loss of $895,826 for the same period in fiscal 2004.

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

The net loss for the nine months ended October 30, 2004 was $725,782, or
approximately $0.04 per share compared to a loss of $893,700, or approximately
$0.05 per share for the first nine months of fiscal 2004.

COMPARISON OF OPERATING RESULTS (THREE MONTHS)

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME

Total net revenues for the three months ended October 30, 2004 were $269,366,
compared to $55,090 for the same period in fiscal 2004, an increase of $214,276,
or almost 389%, over fiscal 2004. 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

                                       13
<PAGE>
increase through fiscal 2005 and beyond as the marketing program for this
product continues to develop throughout 2005.

Net revenues from the use of the Company's on-line advertising software program,
PromotionStat, for the three months ended October 30, 2004 were $9,282 compared
to$19,404 for the same period in fiscal 2004, a decrease of just over $10,000 or
slightly more than 51%. This decline is believed to be due to normal variations
in usage by the Company's existing clients for this product and due to the fact
that the Company has not devoted any substantial effort or funds to marketing
PromotionStat in general.

General and administrative expense for the third quarter of fiscal 2005 was
$611,104 compared to $512,571 for 2004, an increase of 19%. The most significant
factor in this increase was promotional and advertising costs which rose rose
slightly more than $112,000 during this period as compared to last year. As was
the case in fiscal 2004, promotion costs have continued to increase over last
year as a result of management's ongoing efforts since last year to promote our
software programs to various banks and other financial institutions worldwide.

After deducting general and administrative costs, the Company experienced a loss
from operations of $341,738 for the third quarter of fiscal 2005, compared to an
operating loss of $457,481 for the same period in fiscal 2004, an improvement of
slightly more than 25%.

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.

The net loss for the third quarter of fiscal 2005 was $340,298, or $0.00 per
share compared to a net loss of $456,184, or $0.00 per share for the third
quarter of fiscal 2004.

DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2004 cash on hand was $621,139 as compared with $361,856 at
January 31, 2004. During the period the Company received $1,104,356 in net
subscriptions to its preferred B stock. Operations used $708,583 of the cash
proceeds as compared to $903,119 during the same period in fiscal 2004. In
addition, the Company used $87,962 to purchase computer and office equipment
during the nine months ended October 31, 2004 and paid a shareholder loan down
$48,528.

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

At October 31, 2004, the Company had working capital of $569,178 compared to a
working capital of $308,499 at January 31, 2004. Working capital increased
mainly as a result of the preferred stock subscriptions.

Total assets at October 31, 2004 were $1,257,700 as compared to $907,715 at
January 31, 2004.

The Company's total stockholders' equity increased to $1,154,144 at October 31,
2004. Stockholders' equity increased because of the preferred stock
subscriptions received of $1,104,356 netted against a net loss of $725,782.

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<PAGE>
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.

                            PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS OF 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: December 16, 2004           By: /s/ Abel Raskas
                                     ---------------------------------
                                     Abel Raskas
                                     Chairman of the Board of Directors


Date: December 16, 2004           By: /s/ Alex Stelmka
                                     ---------------------------------
                                     Alex Stelmak
                                     President and Chief Financial Officer

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