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, 2003

                         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)

40 Exchange Place, 15th Floor, New York, NY                      10005
         (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, 2003
          -----                                -------------------------------
Common stock, $0.0001 par value                          16,520,853
<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, 2003 and January 31, 2003                4

     Statement of income  (loss) for nine months ended October 31, 2003
     and 2002                                                                 5

     Statement of cash flows for nine months ended October 31, 2003
     and 2002                                                                 6

     Statement of changes in shareholders equity for the nine months
     ended October 31, 2003                                                   7

     Notes to condensed consolidated financial statements                8 to 11

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

PART II. OTHER INFORMATION

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.
                      Unaudited Consolidated Balance Sheets
                   As of October 31, 2003 and January 31, 2003

<TABLE>
<CAPTION>
                                                                          Unaudited
                                                                          31-Oct-03            31-Jan-03
                                                                         ------------         ------------
<S>                                                                      <C>                  <C>
ASSETS
Current assets:
   Cash & interest bearing deposits                                      $    462,523         $    217,249
   Accounts receivable                                                          6,381                2,761
                                                                         ------------         ------------
      Total current assets                                                    468,904              220,010

Other assets:
   Property & equipment- net                                                  116,794              138,724

   Investment in joint venture                                                      0              129,244
   Employee advance                                                             1,000                    0
   Security deposit                                                            45,000               45,000
   Trademarks & patents- net                                                   10,451               10,904
                                                                         ------------         ------------

      Total assets                                                       $    642,149         $    543,882
                                                                         ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                   $     16,221         $     47,423
                                                                         ------------         ------------
      Total current liabilities                                                16,221               47,423

Shareholder loan payable                                                       54,907              130,472

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 890,563 shares                            2,485,791            2,485,791
   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 $5 per
    share, issued and outstanding 212,495 shares                            1,036,577            1,036,577
   Common stock- $.0001 par value, authorized 100,000,000 shares,
    Issued and outstanding, 16,252,167 shares                                   1,652                1,652
   Additional paid in capital                                              30,760,906           29,662,172
   Accumulated deficit                                                    (33,713,905)         (32,820,205)
                                                                         ------------         ------------
      Total shareholders' equity                                              571,021              365,987
                                                                         ------------         ------------

      Total Liabilities & Shareholders' Equity                           $    642,149         $    543,882
                                                                         ============         ============
</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 31, 2003
                              and October 31, 2002
<TABLE>
<CAPTION>
                                            9 mos. Ended       9 mos. Ended       3 mos. Ended       3 mos. Ended
                                              31-Oct-03          31-Oct-02          31-Oct-03          31-Oct-02
                                            ------------       ------------       ------------       ------------
<S>                                         <C>                <C>                <C>                <C>
Revenues:
  Gross Sales                               $    690,394       $    223,388       $    178,427       $    115,625
  Less cost of sales                            (377,223)          (159,687)          (123,337)           (69,305)
                                            ------------       ------------       ------------       ------------

  Net gross profit on sales                      313,171             63,701             55,090             46,320

General and administrative expenses:
  Salaries and benefits                     $     36,455       $    225,387       $     33,655       $     48,829
  Rent & utilities                                79,937             74,006             25,646             21,525
  Consulting & professional fees                 504,768            587,463            227,884             21,980
  General administration                         494,403            344,261            202,138             40,414
  Communication & data processing                 74,025             38,804             14,205             21,432
  Depreciation                                    19,409             60,299              9,043              8,474
                                            ------------       ------------       ------------       ------------

  Total general & administrative expenses      1,208,997          1,330,220            512,571            162,654
                                            ------------       ------------       ------------       ------------

Net loss from operations                        (895,826)        (1,266,519)          (457,481)          (116,334)

Other revenues and expenses:
  Interest income                                  2,126              3,035              1,297                936
                                            ------------       ------------       ------------       ------------

Net loss before provision for income taxes      (893,700)        (1,263,484)          (456,184)          (115,398)

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

Net loss                                    $   (893,700)      $ (1,263,484)      $   (456,184)      $   (115,398)
                                            ============       ============       ============       ============

Loss per common share:
Basic & fully diluted                       $      (0.09)      $      (0.10)      $      (0.03)      $      (0.01)

Weighted average of common shares:
Basic & fully diluted                         16,520,917         16,252,167         16,520,917          7,782,102
</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 31, 2003 and October 31, 2002

<TABLE>
<CAPTION>
                                                            31-Oct-03           31-Oct-02
                                                           -----------         -----------
<S>                                                        <C>                 <C>
Operating Activities:
  Net loss                                                 $  (893,700)        $(1,263,484)
  Adjustments to reconcile net income items
   not requiring the use of cash:
    Amortization                                                   453                 453
    Depreciation                                                25,950              59,846

Changes in other operating assets and liabilities :
  Accounts receivable                                           (3,620)            (20,081)
  Employee advance                                              (1,000)             (1,000)
  Accounts payable & accrued expenses                          (31,202)           (283,525)
                                                           -----------         -----------
Net cash used by operations                                   (903,119)         (1,507,791)

Investing Activities:
  Received from joint venture investment                       129,244                   0
  Purchase of property & equipment                              (4,020)           (288,230)
                                                           -----------         -----------
Net cash used by investing activities                          125,224            (288,230)

Financing Activities:
  Placement fees                                               (32,043)                  0
  Subscriptions received                                     1,130,777           1,659,117
  Shareholder advance                                          (75,565)              7,254
                                                           -----------         -----------
Net cash provided by financing activities                    1,023,169           1,666,371
                                                           -----------         -----------

Net increase (decrease) in cash during the period              245,274            (129,650)

Cash balance at beginning of the fiscal year                   217,249             316,752
                                                           -----------         -----------

Cash balance at end of the fiscal year                     $   462,523         $   187,102
                                                           ===========         ===========

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
                    From February 1, 2003 to October 31, 2003

<TABLE>
<CAPTION>
                                                                                  Additional
                                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 February 1, 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                                                                               (893,700)      (893,700)
                              ----------     -------    ---------    ----------    -----------    ------------     ----------

Balance at October 31, 2003   16,520,853     $ 1,652    1,294,974    $3,522,368    $30,760,906    $(33,713,905)    $  571,021
                              ==========     =======    =========    ==========    ===========    ============     ==========
</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, 2003 AND OCTOBER 31, 2002

1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

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
FX3000, Inc. (formerly Oxford Global Network, Ltd.), the designer and owner of
the FX3000, a foreign currency trading software program.

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.

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 software programs. 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.

OFFICE & COMPUTER 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                          7 years
     Office equipment                   5 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.

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. As of October 31, 2003 the Company had 942,213 common
stock equivalents outstanding. The calculation of fully diluted loss per share
excludes the 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 dividends in arrears due to preferred
shareholders at October 31, 2003 and October 31, 2002 in calculating the loss
per share. The weighted average of common shares outstanding has been computed
as follows:


                      9 Months        9 Months        3 Months        3 Months
                      31-Oct-03       31-Oct-02       31-Oct-03       31-Oct-02
                      ---------       ---------       ---------       ---------
Shares outstanding   16,520,917      16,520,917      16,520,917      16,520,917
                     ==========      ==========      ==========      ==========

Weighted average     16,520,917      16,252,167      16,520,917       7,782,102
                     ==========      ==========      ==========      ==========

3.  ISSUANCE OF PREFERRED STOCK

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. The common stock warrant is exercisable into a common
share at an exercise price of $5 and expires in September 2004.

                                       9
<PAGE>
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. The common stock warrant is exercisable into a common
share at an exercise price of $5 and expires in September 2005.

At October 31, 2003 and October 31, 2002, the preferred dividends were in
arrears for $519,174 and $376,818, respectively.

4. STOCK WARRANTS OUTSTANDING

The following table summarizes the details of the warrants outstanding at
October 31, 2003.

                                                                        Wgtd Avg
                                                       Wgtd Avg         Years to
                                         Amount      Exercise Price     Maturity
                                         ------      --------------     --------
Outstanding at February 1, 2001             8,750

Issued                                    881,813
Expired                                         0
Exercised                                       0
                                       ----------

Outstanding at January 31, 2002           890,563

Issued                                    404,411
Expired                                         0
Exercised                                       0
                                       ----------

Outstanding at January 31, 2003         1,294,974

Issued                                          0
Expired                                    (8,750)
Exercised                                       0
                                       ----------

Outstanding at October 31, 2003         1,286,224        $5                1.23
                                       ==========

The Company has no formal stock option or pension plan for employees.

                                       10
<PAGE>
5. PROPERTY & EQUIPMENT

The following schedules detail the property and equipment of the Company at
October 31, 2003 and January 31, 2003.

                                                31-Oct-03              31-Jan-03
                                                ---------              ---------
Promotion Stat Software                            89,121                68,729
Lease Improvements                                 20,404                20,404
Furniture & Fixtures                               25,165                25,165
Equipment                                         189,190               188,398
Accumulated depreciation                         (207,086)             (163,972)
                                                ---------             ---------

Net property & equipment                        $ 116,794             $ 138,724
                                                =========             =========

6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                  31-Oct-03          31-Oct-02
                                                  ---------          ---------
Net loss before provision for income taxes       $  (895,826)       $(1,263,484)
                                                 ===========        ===========
Current tax expense:
  Federal                                        $         0        $         0
  State                                                    0                  0
                                                 -----------        -----------
Total                                            $         0        $         0

Less deferred tax benefit:

Timing differences                                (2,117,225)        (1,441,498)
Allowance for recoverability                       2,117,225          1,441,498
                                                 -----------        -----------
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                               $ 2,117,225        $ 1,441,498
Allowance for recoverability                      (2,117,225)        (1,441,498)
                                                 -----------        -----------
Deferred tax benefit                             $         0        $         0
                                                 ===========        ===========

Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2020 to 2023 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

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. (formerly Oxford
Global Network, Ltd.), 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. To date, only limited revenues have
been generated from the Company's investment in FX Direct Dealer. The
PromotionStat E-commerce software programs has been commercialized on a small
scale and only a small portion of the Company's revenues are attributable to
those programs which are still being developed.

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,
2003 and July 31, 2002.

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

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME FOR THE NINE MONTHS

Revenues for the period were $690,394 from the investment in the joint venture.
Sales for the same period last year were $223,388, an increase of 209%.

                                       12
<PAGE>
Gross profits on sales were $313,171, compared to a $63,701 for the same period
last year. Management estimates gross profits to average approximately 40% of
sales. In fiscal 2003, cost of sales includes the fixed cost of depreciation on
the computer hardware needed to operate the FX3000 platform.

General and administrative expense, were $1,208,997 compared to $1,330,220 for
the same last year. The main reasons for the slight decrease in general and
administrative expenses for the period were salaries and consulting fees.

Depreciation expense declined significantly in fiscal 2004. Fiscal 2003 includes
depreciation on the FX 3000 which was not transferred for a share in the joint
venture until March 2002. Communications and data processing include the cost of
software maintenance and upgrade on the both the FX3000 and PromotionStat
software programs. Software programming costs that were being capitalized to the
FX3000 asset in fiscal 2003 are being expensed in fiscal 20004 as the asset has
been placed into service. A detail of general expenses is as follows.


                                               10/31/2003          10/31/2002
                                               ----------          ----------
     Promotion & advertising                    $157,261           $ 47,979
     Insurance premium                            34,567             24,991
     Miscellaneous taxes                          10,383              3,723
     Equipment                                    14,751             10,761
     Postage                                       4,324              6,897
     Office administration                        87,294             45,608
     Data processing                                   0              6,270
     Travel costs                                185,823            198,032
                                                --------           --------

     Total                                      $494,403           $344,261
                                                ========           ========

Promotion costs have significantly increased over last year as a result of
management's efforts during fiscal 2004 promoting 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 $895,826 for the period, compared to an operating loss of
$1,266,519 for the same period last year.

Net loss for period was $893,700, or $0.09 per share compared to a loss of
$1,263,484, or $.10 per share for the same period last year. In calculating the
loss per share, the Company had to take into account the dividends due the
preferred shareholders for the period ended October 31, 2003 and October 31,
2002. The dividends in arrears due preferred shareholders were $519,174 and
$399,876, respectively.

COMPARISON OF OPERATING RESULTS

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME FOR THE THREE MONTHS

Revenues for the period were $178,427 from the income from the joint venture.
Sales for the same period last year were $115,625, an increase of 54%.

Gross profits on sales were $55,090, compared to a $46,320 for the same period
last year. Management estimates gross profits to average approximately 40% of
sales.

General and administrative expense, were $512,571 compared to $162,654 for the
same last year. The main reasons for the increase in general and administrative
expenses for the period were consulting fees.

                                       13
<PAGE>
After deducting general and administrative costs, the Company experienced a loss
from operations of $457,481 for the period, compared to an operating loss of
$116,334 for the same period last year.

Net loss for period was $456,184, or $0.03 per share compared to a loss of
$115,398, or $.01 per share for the same period last year.

DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2003 cash on hand was $462,523 as compared with $217,249 at
January 31, 2003. During the period, the Company received $1,098,734 in
subscriptions to its Class B preferred shares. The Company used cash proceeds of
$903,119 for its operations. The Company received $129,244 repaid for the
original investment in the joint venture for the marketing of the FX3000
program. The Company used $4,020 to purchase office equipment during the period.
The Company also paid $75,565 towards the shareholder advance it had received in
fiscal 2003.

At October 31, 2003, the Company had working capital of $452,683 compared to a
working capital of $172,587 at January 31, 2003. The increase in working capital
is mainly a combination of subscriptions received to preferred B of $798,645, a
cash operating loss of $455,865, the upgrade of the PromotionStat software for
$19,415, and the payment of a shareholder loan of $57,565.

Total assets at July 31, 2003 were $815,892 as compared to $543,882 at January
31, 2003.

The Company's total stockholders' equity increased $361,129 from January 31,
2003 to $727,116 at July 31, 2003. The increase in stockholders' equity is the
result of operating losses of $437,516 for the period ended July 31, 2003 and
subscriptions received for preferred B of $798,645.

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 which 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.

                                       14
<PAGE>
                            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

                                       15
<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 15, 2003           By: /s/ Alex Stelmak
                                     ---------------------------------
                                     Alex Stelmak
                                     Chairman of the Board of Directors
                                     and Chief Financial Officer


Date: December 15, 2003           By: /s/ Abel Raskas
                                     ---------------------------------
                                     Abel Raskas
                                     President

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