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, 2005

                         Commission File Number 0-30987


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

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


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


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


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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

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

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


Item                                                                        Page
                                                                            ----

INDEX                                                                         2

Part 1. Financial Information                                                 3

     Item 1. Condensed Consolidated Financial Statements:

          Balance sheet as of July 31, 2005 and January 31, 2005              4

          Statement of income (loss) for six months ended
          July 31, 2005 and 2004                                              5

          Statement of cash flows for six months ended
          July 31, 2005 and 2004                                              6

          Statement of changes in shareholders equity for
          the six months ended July 31, 2005                                  7

          Notes to condensed consolidated financial statements                8

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

Part II. Other information                                                   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.

FORWARD-LOOKING STATEMENTS

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

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

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

Current assets:
   Cash & interest bearing deposits                                         $    495,218           $    597,547
   Accounts receivable                                                            62,997                 21,955
                                                                            ------------           ------------
      Total current assets                                                       558,215                619,502

Other assets:
   Property & equipment- net                                                      73,087                 98,991
   Security deposit                                                               45,000                 45,000
   Trademarks & patents- net                                                       9,390                  9,691
                                                                            ------------           ------------

      Total assets                                                          $    685,692           $    773,184
                                                                            ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

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

Shareholder loan payable                                                               0                 15,388

Shareholders' equity:
   Series A preferred stock, 1 share convertible to 1 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, 1 share convertible to 1 share of common;
    6% cumulative non-participating, authorized 7,000,000 shares at
    stated value of $3 per share, issued and outstanding 588,131 shares,
    Subscribed 826,379 shares                                                  4,249,988              4,157,754

  Common stock- $.0001 par value, authorized 100,000,000 shares, Issued
   and outstanding, 16,790,127 shares at January 31, 2005 and 16,900,121
   shares at April 30, 2005                                                        1,790                  1,779
  Additional paid in capital                                                  29,685,857             29,355,886
  Accumulated deficit                                                        (35,836,907)           (35,412,566)
                                                                            ------------           ------------
      Total shareholders' equity                                                 675,994                678,119
                                                                            ------------           ------------

      Total Liabilities & Shareholders' Equity                              $    685,692           $    773,184
                                                                            ============           ============
</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>
                                                     6 Mos              6 Mos              3 Mos             3 Mos
                                                   31-Jul-05          31-Jul-04          31-Jul-05         31-Jul-04
                                                 ------------       ------------       ------------      ------------
<S>                                              <C>                <C>                <C>               <C>
Total net revenues                               $    412,631       $    434,953       $    262,820      $    393,852

General and administrative expenses:
  Salaries and benefits                                67,444             73,947             42,053            38,442
  Promotion & advertising                              13,319            158,211              8,499           106,284
  Consulting                                           44,260             42,405             14,880            23,486
  Software maintenance                                282,307            263,161            114,021            81,548
  General administration                               86,293            273,664             20,891           100,359
  Depreciation                                         17,058             11,424             10,883               811
                                                 ------------       ------------       ------------      ------------

      Total general & administrative expenses         510,681            822,812            211,227           350,930
                                                 ------------       ------------       ------------      ------------

Net loss from operations                              (98,050)          (387,859)            51,593            42,922

Other revenues and expenses:
  Interest income                                       3,691              2,385              1,860             1,299
                                                 ------------       ------------       ------------      ------------

Net loss before provision for income taxes            (94,359)          (385,474)            53,453            44,221

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

Net loss                                         $    (94,359)      $   (385,474)      $     53,453      $     44,221
                                                 ============       ============       ============      ============

Loss per common share:
  Basic & fully diluted                          $      (0.03)      $      (0.07)      $       0.00      $       0.00

Weighted average of common shares:
  Basic & fully diluted                            16,847,624         16,987,039                  0        16,987,039
</TABLE>

See the notes to the financial statements.

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

<TABLE>
<CAPTION>
                                                               Unaudited           Unaudited
                                                               31-Jul-05           31-Jul-04
                                                               ---------           ---------
<S>                                                           <C>                 <C>
Operating Activities:
  Net loss                                                    $ (94,359)          $(385,474)
  Adjustments to reconcile net income items
   not requiring the use of cash:
    Amortization                                                    301                 302
    Depreciation                                                 25,902              11,424
  Changes in other operating assets and liabilities:
    Accounts receivable                                         (41,040)                  0
    Accounts payable & accrued expenses                         (69,979)             19,939
                                                              ---------           ---------
Net cash used by operations                                    (179,175)           (353,809)

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

Financing Activities:
  Issuance of common stock                                            0                   0
  Issuance of preferred stock                                         0                   0
  Subscriptions received                                         96,000             737,885
  Placement fees                                                 (3,766)            (44,319)
  Shareholder loan                                              (15,388)            (42,335)
                                                              ---------           ---------
Net cash provided by financing activities                        76,846             651,231
                                                              ---------           ---------

Net increase (decrease) in cash during the period              (102,329)            262,529

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

Cash balance at July 31st                                     $ 495,218           $ 624,385
                                                              =========           =========
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 and Three 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, 2005    16,790,127    $   1,779    2,267,086   $6,733,020   $29,355,886   $(35,412,566)   $  678,119

Subscriptions received             32,000       92,234       92,234

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

Net loss for the period           (94,359)     (94,359)
                               ----------    ---------   ----------   ----------   -----------   ------------    ----------

Balance at July 31, 2005       16,900,121    $   1,790    2,299,086   $6,825,254   $29,685,857   $(35,836,907)   $  675,994
                               ==========    =========   ==========   ==========   ===========   ============    ==========

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      450,000

Net loss for the period          (385,474)    (429,695)
                               ----------    ---------   ----------   ----------   -----------   ------------    ----------

Balance at July 31, 2004       16,619,603    $   1,662    1,468,819   $5,019,448   $30,092,672   $(34,030,120)   $  795,875
                               ==========    =========   ==========   ==========   ===========   ============    ==========
</TABLE>

See the notes to the financial statements.

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


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

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

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

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

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

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

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

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

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

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

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:

                                       8
<PAGE>
        Furniture & lease improvements     7 years
        Office equipment                   3 years
        Computer hardware                  3 years
        Software                           3 years

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

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

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

3. NET LOSS PER SHARE

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

4. PROPERTY AND EQUIPMENT

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

                                             Unaudited
                                             31-Jul-05           31-Jan-05
                                             ---------           ---------
     Promotion Stat Software                 $  89,172           $  89,172
     Lease Improvements                         22,504              22,504
     Furniture & Fixtures                       30,176              30,176
     Equipment                                 226,830             226,830
     Accumulated depreciation                 (295,595)           (269,691)
                                             ---------           ---------

     Net property & equipment                $  73,087           $  98,991
                                             =========           =========

                                       9
<PAGE>
5. STOCK WARRANTS OUTSTANDING

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

                                                                        Wgtd Avg
                                                          Wgtd Avg      Years to
                                            Amount     Exercise Price   Maturity
                                            ------     --------------   --------

     Outstanding at February 1, 2001          8,750

     Issued                                 824,806
     Expired                                      0
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2002        833,556

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

     Outstanding at January 31, 2003      1,237,967

     Issued                                 543,442
     Expired                                 (8,750)
     Exercised                                    0
                                         ----------

     Outstanding at January 31, 2004      1,772,659

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

     Outstanding at January 31, 2005      1,772,659

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

     Outstanding at July 31, 2005         1,772,659         $ 5            0.64
                                         ==========

                                       10
<PAGE>
6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                   31-Jul-05         31-Jul-04
                                                  -----------       -----------
     Net loss before provision for income taxes   $   (98,050)      $  (387,859)
                                                  ===========       ===========

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

     Less deferred tax benefit:
       Timing differences                          (2,848,338)       (2,252,941)
       Allowance for recoverability                 2,848,338         2,252,941
                                                  -----------       -----------
       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                           $ 2,848,338       $ 2,252,941
     Allowance for recoverability                  (2,848,338)       (2,252,941)
                                                  -----------       -----------
     Deferred tax benefit                         $         0       $         0
                                                  ===========       ===========

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

7. ISSUANCES OF COMMON STOCK AND DIVIDENDS PAID

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

                                       11
<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 an 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,
2005 and July 31, 2004.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS

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

Net revenues for the first half of fiscal 2006 were $412,631 compared to
$434,953 for the same period in fiscal 2005, a slight decrease due to lower
revenues from the PromotionStat program. Net revenues from the Company's
investment in the joint venture to market the FX3000 program remained consistent
at about $71,000 per month and are expected to increase slightly towards the end
of fiscal 2006. During fiscal 2005 monthly revenues from the FX3000 program
averaged $60,000 per month. PromotionStat net revenues for the first half of
fiscal 2006 were approximately $6,000 as compared to $80,000 during the same

                                       12
<PAGE>
period last year. Management expects that net revenues from PromotionStat will
remain unchanged at this level for the foreseeable future.

Net revenues for the three months ended July 31, 2005 were $262,820 compared to
$393,852 for the same period in 2005, again showing a decrease from fiscal 2005
due to decreased revenues from the Company's PromotionStat program.

General and administrative expense for the first half of fiscal 2006 was
$510,681 compared to $822,812 for the first half of fiscal 2005, a decrease of
almost 40%. Major reductions in costs during the first half of 2006 were
promotion and advertising and administrative costs with a lesser reductions in
salaries and benefits, offset in part by slight increases in consulting costs,
software maintenance and depreciation.

A detail of general administrative costs is as follows:

                                               31-Jul-05           31-Jul-04
                                               ---------           ---------

     Travel, lodging, & meals                  $ 18,216            $101,449
     Rent & utilities                             8,379              40,154
     Supplies                                     4,114              74,947
     Automobile costs                            16,432              16,780
     Telephone                                   15,326              14,997
     Professional fees                           15,825              13,104
     Miscellaneous taxes                          5,000               6,714
     Postage                                      3,001               5,519
                                               --------            --------
     Total                                     $ 86,293            $273,664
                                               ========            ========

For the three months ended July 31, 2005, general and administrative expenses
totaled $211,227 compared to $350,930 for the three months ended July 31, 2005,
also reflecting a decrease of approximately 40%.

After deducting general and administrative costs, the Company experienced a loss
from operations during the first half of fiscal 2006 of $98,050, as compared to
a loss from operations of $822,812 during the same period in fiscal 2005. This
reflects a reduction in the Company's operating loss of approximately 75% during
the period ended July 31, 2005.

During the three months ended July 31, 2005, the Company realized a gain from
operations of $51,593 compared to a gain of $42,922 for the same period in
fiscal 2005, an increase of slightly over 20%.

Interest income has increased slightly during both the six and three months
ended July 2005. The Company invests excess cash balance in money market
accounts.

During the six months ended July 31, 2005, the Company's net loss decreased to
$94,359, or a loss of $0.03 per share, compared to a net loss of $385,474, or
$0.07 per share, during the first half of fiscal 2005, an improvement of over
75%. Net income for the three months ended July 31, 2005 was $53,453, or $0.00
per share compared to income of $44,221, or $0.00 per share for same period in
fiscal 2005.

                                       13
<PAGE>
II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2005 cash on hand was $495,218 as compared with $597,547 at January
31, 2005. The Company does not expect any material capital expenditures for the
balance of fiscal 2006.

At July 31, 2005, the Company had working capital of $548,517 compared to a
working capital of $539,825 at January 31, 2005.

Total assets at July 31, 2005 were $685,692 as compared to $773,184 at January
31, 2005.

The Company's total stockholders' equity decreased to $675,994 at July 31, 2005
from $678,119 at January 31, 2005. The loss from operations of $94,234 was
offset by the subscriptions received of $92,234, accounting for the slight
decrease in shareholder equity.

III. INFLATION

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

                                       14
<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

                                       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: September 12, 2005


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


Date: September 12, 2005


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

                                       16