UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB
                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 2006

                        Advanced Technologies Group, LTD
             (Exact name of registrant as specified in its charter)

    Nevada                         0-30987                       80-0987213
  (State of                      (Commission                 (I.R.S. Employer
Incorporation)                   File Number)             Identification Number)

                   32 Broadway, 3rd Floor, New York, NY 10004
           (Address of Principal Executive Offices Including Zip Code)
                                 (212) 968-0941
                         (Registrant's Telephone Number)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.0001 par value
                                (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The aggregate market value of voting stock held by Registrant's non-affiliates
on May 1, 2006 was $0.

The registrant's gross revenues for its most recent fiscal year were $951,644.

Number of shares outstanding of each of the registrant's classes of common
equity as of January 31, 2006 is, 17,263,140. There is no public market for
Registrant's securities at the date of this Report.
<PAGE>
                                   FORM 10-KSB
                                JANUARY 31, 2006
                        ADVANCED TECHNOLOGIES GROUP, LTD.

                                TABLE OF CONTENTS


FORWARD LOOKING STATEMENTS                                                1

PART I

     ITEM 1.  Description of Business                                      1
     ITEM 2.  Description of Property                                     10
     ITEM 3.  Legal Proceedings                                           11
     ITEM 4.  Submission of Matters to a Vote of Security Holders         11

PART II

     ITEM 5.  Market for Registrant's Common Equity and Related           11
              Stockholder Matters
     ITEM 6.  Management's Discussion and Analysis of Financial           11
              Condition and Results of Operations
     ITEM 7.  Financial Statements                                        14
     ITEM 8.  Changes in and Disagreements with Accountants               14

PART III

     ITEM 9.  Directors, Executive Officers, Promoters and
              Control Persons                                             14
     ITEM 10. Executive Compensation                                      21
     ITEM 11. Security Ownership of Certain Beneficial Owners
              and Management                                              21
     ITEM 12. Certain Relationships and Related Transactions              22
     ITEM 13. Exhibits and Reports on Form 8-K                            22

Signatures                                                                23

Independent Auditor's Report                                             F-1
<PAGE>
                           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.

ITEM 1. DESCRIPTION OF BUSINESS

(A) CORPORATE HISTORY

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. In January 2001, the Company 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 software 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 joint venture in return for the transfer. The
remaining 75% of the joint venture is owned by Tradition, N.A., a subsidiary of
Compagnie Financiere Tradition, a major Swiss-based financial company. The
un-depreciated cost of the FX 3000 program at the date of the transfer was
$1,670,485. However, as of January 31, 2006, the Company presently carries the
value of its investment in the joint venture at $-0-.

At that point, the Company ceased all its efforts to directly market the FX3000
software and redirected its efforts to the acquisition, development and
commercialization of other types of technology intended for the e-commerce
marketplace.

During October 2001, the Company acquired 100% of the issued and outstanding
common stock of Luxury Lounge Inc. ("Luxury") in exchange for 7,918,565 shares
of its common stock. Luxury, at the time of acquisition, operated an on-line
interactive web site specializing in selling jewelry and other luxury appliances
at a discount to the retail and wholesale consumer. In addition, Luxury was also
in the process of developing several ancillary technologies designed to provide
on-line marketers with analytical information relating to the effectiveness of
their on-line marketing techniques as well as allowing them to offer additional
services to their customers. The Company believes that these technologies,
(known as PromotionStat and Promote4Free) when properly developed, will have the

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potential for generating significant revenues and profits for the Company. The
PromotionStat program will allow on-line retailers and advertisers to verify
customers and categorize the patrons of on-line retail stores. Due to economic
conditions, the Company terminated Luxury's on-line marketing operations and
devoted all of its efforts and resources to complete the development and
initiate the commercialization of the PromotionStat and Promote4Free
technologies.

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, limited revenues ($951,644 in
fiscal 2006, compared to $494,075 in fiscal 2005) have been generated from the
Company's continuous software development and maintenance of FX Direct Dealer
platform and no revenues have resulted from the PromotionStat e-commerce
software platform during fiscal 2006. Neither the Company nor its predecessor
has been involved in a bankruptcy, receivership or similar proceeding.

(B) BUSINESS OF REGISTRANT GENERAL

The Company's business centers around the development and/or acquisition of new
technologies that in management's opinion provide a novel or significantly
improved methodology to solve existing problems, meet current demands among
business and which have the potential for commercialization. Initially,
management has elected to concentrate on technologies within the developing
e-commerce marketplace.

I. THE FX3000 SYSTEM

The Company's first venture after its formation was development of the patent
pending, Internet-based FX3000 software system, a Java-based online foreign
exchange dealing system. This system created an on-line foreign currency
exchange ("Forex") trading service that offers a complete and technologically
superior software platform that allows the retail-level foreign exchange clients
access to 24-hour, commission-free foreign exchange dealing, using inter-bank
liquidity and efficiencies. As mentioned above, in 2002 the Company reached an
agreement with Tradition N.A., a subsidiary of Compagnie Financiere Tradition, a
major international financial institution, to implement FX3000 on a commercial
scale through a joint venture with the Company.

Under the joint venture, the Company assigned all of the FX3000 technology to
the new joint venture company with Tradition NA, which assumed all
administrative, funding and marketing responsibilities of commercializing the
FX3000 system. Management believes that as the joint venture continues to
develop its commercial operations this will be the leading source of revenues
for the Company over the foreseeable future. As such, in order to provide a
better understanding of the potential of this new technology, following is a
brief discussion of the Forex markets and how the FX3000 system operates.

With the advent of Internet communications and related Web technologies, the
Company perceived a growing demand for faster, cheaper and more efficient
foreign currency exchange trade executions. The present Forex market is
estimated to be at $1.5 Trillion in currencies traded every day. Most Forex
trading is done at the wholesale level amongst brokers and major banks via
private or vendor-supplied computer networks. The availability of Internet
technologies is increasing the availability of lower-cost trading opportunities
at the retail level for money managers, sophisticated high net worth traders,
international corporations and small and medium size institutions. Individual
investors are also being drawn to on-line Forex trading in increasing numbers,
further increasing the pool of prospective trading participants.

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The Company's FX3000 technology was designed to serve as a gateway to those
inside Inter-bank markets. This technology ensures that all trades are executed
as soon as they are received at openly posted executable prices that closely
match those of the foreign exchange Inter-bank market by aggregating the trades
as they are received and, in turn, executing them in the Inter-bank markets.
This allows individual traders and investors to receive the benefits of the
massive liquidity and tight quote spreads available in the Inter-bank markets,
and allows those markets in turn to service this retail sector without having to
manage individual retail accounts.

The Company initially developed its on-line trading environment to include
real-time dealing quotes, charting, technical analysis tools and news all in one
comprehensive product. FX3000 fully integrates the client, dealer, back office
and System Administrator functions. Product features include high-speed
execution of client orders and the ability to monitor in real time margin
availability, net exposure and profit and loss on all open positions. Following
establishment of the joint venture, the Company continued upgrading the FX3000
system to enable the system to better fulfill its market mission and meet the
performance criteria established by its joint venture partner. Commercial
operation of the upgraded FX3000 software platform began, on a limited basis,
during calendar year 2003 and have continued to develop and evolve through 2006.

II. ADDITIONAL TECHNOLOGIES UNDER DEVELOPMENT

GENERAL

Through the acquisition of Luxury, the Company acquired several new technologies
related to the e-commerce markets which management believes offer an exceptional
commercial opportunity to the Company. Principal among these new technologies
are PROMOTIONSTAT and PROMOTE4FREE. Both of these technologies have been
designed to meet the most basic problems that have resulted in the loss of
confidence in Internet-based advertising of products and services to consumers.
Given the widespread agreement that Internet marketing is, and will continue to
be, a mainstay of how consumers will purchase goods and services in the future,
management believes that a critical need exists and will continue to grow for
methods to improve the success and viability of Internet-based advertising.

PROMOTIONSTAT AND PROMOTE4FREE TECHNOLOGIES

BACKGROUND: THE INTERNET MARKETPLACE

In less than a decade, Internet-based electronic commerce, or e-commerce, has
emerged as the fastest growing factor in the creation of new wealth and overall
economic activity in the United States. Additionally, it seems clear that the
e-commerce phenomenon is well on its way to redefining how the entire world does
business. The trend, say analysts, is not only being driven by the arrival of
new consumer users, but also will be spurred by the increasing confidence shown
by the business sector in Internet-based commerce. Companies in virtually every
market sector and industry must now determine how to develop innovative business
strategies to remain competitive in the digital marketplace. Although it is
still early, one thing does seem certain: those who make the commitment to
integrate e-commerce as a mainstream element in their business practices within
and between companies are the ones most likely to wind up on top.

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The advertising market as a whole is characterized by the fact that it is
difficult to measure, evaluate or analyze the results of a specific ads'
effectiveness. For instance the effectiveness of an ad in the newspaper or
magazine is related to the amount of purchases or subscriptions of that
publication which is clearly a poor measurement. The effectiveness of an ad on
television is typically measured by the amount of viewers during a specific
airing of an ad, which is calculated by an independent company who cannot verify
how effective the ad was in producing results for the advertiser. With the
advent of the Internet measuring the effectiveness of ads became somewhat
simpler. A visitor may click on a banner or link of an advertiser and wind up on
their web site. It is sufficient to place a counter on the advertiser's web site
to determine the amount of visitors to that site. It seems simple at first
glance. However, when a site receives a visitor, a company has no way of knowing
whether a visitor was accidentally routed there, found the site through a search
engine or came because of an offer by the advertising company. The increased
number of visitors to a site may be due to a variety of reasons besides
advertising including the possibility that the numbers were inflated by
technological means. Most importantly, if a company advertises in more than one
location, it is difficult to determine which ad brought more visitors.
Consequently, a company may not be in a position to determine which advertising
strategy is most effective in promoting its products or services.

Because it is very difficult to measure and predict the effectiveness of a
specific ad placement, a company may continue spending a great sum of money on
advertising based on inaccurate data and assumptions. In essence, a company may
be spending money on advertising that does not work, which creates a dilemma.
How can a company figure out how to budget advertising dollars correctly and
allocate money to advertising sources that will lead to profitability when there
is no way to measure advertising effectiveness? Presently, there are two basic
methods to address this issue on the Internet:

     1.   SERVER LOG FILE ANALYSIS. This type of analysis can be conducted
          either online or offline via a company's Internet Service Provider or
          by means of software that is installed on the server. However this
          information does not allow for a direct tracing or analysis of which
          advertising or promotional source brought the product request or sale.
          Additionally there is no way to track and analyze purchased
          banner/logo impressions placed on other web sites. Basically, this
          method does provide a means to determine how many unique visitors
          resulted and what these visitors did when they visited the web site.

     2.   BANNER IMPRESSIONS ANALYSIS. Such analysis typically includes the
          amount of impressions, list of web pages showing this impression, date
          of the impression, CTR of a particular banner or logo, etc. However,
          none of the companies offering this type of analysis follow the
          visitor after the click and have no means to determine which product
          was of most interest to a particular visitor directed to a web site
          from a particular advertising source. If a company had access to such
          information it would be able to conduct a marketing research study for
          a particular group of visitors. A company would also be able to
          determine the efficiency of a particular advertising and promotional
          campaign in providing real traffic and interested consumers.

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Clearly, existing methodology does not meet the challenge nor provide the
information necessary to structure an effective advertising campaign. It was
within this environment that management turned it's attention to developing a
new approach aimed at assisting E-Businesses by helping them become more
profitable. The resulting technology has been carefully structured to provide
meaningful information to a company and foster the biggest "bang for the buck."
The result was development of the PromotionStat technology.

PROMOTIONSTAT, INC.

The PromotionStat technology is a statistical and analytical traffic-monitoring
tool designed to help marketing executives monitor the effectiveness of every
dollar spent on advertising and promotions as well as utilize a free promotional
tool at a favorable exchange ratio. The PromotionStat system tracks visitors'
pre and post click activities while identifying what visitors came from which
advertisements or links. With PromotionStat's Internet Advertising Rating
System, a web site will be able to identify and rate their advertising sources
and find out which ads are successful. In essence PromotionStat is capable of
reporting and separating visitors from different advertising vehicles and
tracking their behavior once they get there. This type of analysis will allow
companies to allocate their advertising budget appropriately and prevent them
from spending money on ads that are costly and inefficient.

The PromotionStat system is designed to analyze the effectiveness of advertising
and promotional campaigns of web sites. This system keeps track of visitors via
a series of invisible data collectors placed within individual pages of the web
site. An advertiser will be able to identify visitors by the various advertising
companies that directed them to their site as well as keep track of both the
amount of visitors and their level of interest in the advertiser's products or
services. The system calculates the percentage of visitors who looked at the
home page versus those who continued browsing other internal pages. In this way
a company will be able to determine which advertising company is more effective
and whether it is worthwhile to continue utilizing their services.

In addition to finding visitors with high "targetability", the PromotionStat
technology is able to record and analyze detailed information regarding
visitors. This innovative screening system allows web owners to track and
identify the referring source of their visitors, calculate the amount of unique
visitors on a daily basis, describe the nature and dynamics of visitor activity
on a web site and much more. PromotionStat also has a built in mechanism that
can detect artificially inflated traffic, which is unfortunately a common
practice on the Internet as web sites are paying "per click". This will help web
owners eliminate dishonest promoters that employ such tactics.

A WORKING EXAMPLE OF THE BENEFITS OF THE PROMOTIONSTAT SYSTEM

To best understand the usefulness of the PromotionStat system it may be helpful
to track a hypothetical advertising campaign by a company using the Company's
system. Assume that Company A paid for 10,000 banner impressions of its product
banner to SomeAdvertiser.com. According to the contract with
SomeAdvertiser.com., Company A's banner is supposed to be placed on a particular
page with similar products and information. So Company A should expect a
well-targeted audience to visit its online store. In order to determine the
efficiency of its advertising dollars, the PromotionStat system can first
determine whether Company A's banner was in fact shown 10,000 times as promised
and whether it was shown on the requested page.

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The PromotionStat System can also be used by Company A to provide:

     *    Real traffic on the pages of the ad promoter and compare those numbers
          with the numbers promised;
     *    Efficiency of Company A's banner based on the CTR so that Company A
          may make effective modifications to its advertising.
     *    By utilizing a special filtering feature in the PromotionStat
          reporting system, Company A can input the special reference number
          assigned SomeAdvertiser.com and receive the actual number of unique
          visitors that came from their web page daily.
     *    Company A can receive detailed information about these visitors
          including date and time of their visit, where they came from, who
          referred them, their IP number and the geographic region they are
          from.
     *    Company A can receive information regarding which pages were visited,
          which product, department or category was of most interest and which
          resulted in actual sales for each day of the week broken down by
          referral source or tracked on an individual basis.

What is the benefit derived from all of this information provide to Company A?
If visitors do not leave the web site after clicking on the first page this will
confirm that Company A's impressions are well targeted and not inflated
artificially. Further, Company A can use this information to study product
demand for a specific product type, product category or department. This
provides management with a powerful marketing research tool that will allow
Company A to change product offerings to meet market demand. Finally Company A
can conduct a final analysis of the efficiency of the money spent on advertising
and promotions and compare the amount spent on the 10,000 impressions with the
amount of demand or sales generated.

PROMOTE4FREE, INC.

PromotionStat is not limited to providing traffic monitoring tools that measure
advertising effectiveness as it works in conjunction with a free promotional
service called Promote4Free, that will allow e-commerce companies to decrease
their advertising spending and increase market presence simultaneously. One of
the most effective methods of web site promotion is to join a banner exchange
network that provides a web site access to showing its banner in exchange for
showing other members' banners on their web site. Most existing banner exchange
networks have an exchange ratio of 2:1, which means that for every one showing
of a banner the client must show the banner of another member twice. This ratio
is not that effective in bringing traffic as accumulating showings, or "points,"
at this rate, becomes difficult.

Promote4Free is a banner exchange system that is intended to provide a higher
exchange rate of 4:3, allowing for three points to accumulate in the member's
account for every four showings of the banner of another. In addition to a
favorable exchange ratio, Promote4Free provides broad and detailed statistical
information regarding banner showings and allows members complete control of
their banner campaigns and point distribution. Promote4Free has a built in fraud
protection system that protects members from dishonest practices of other
members. This innovative technology does not presently exist in any other banner
exchange network program on the Internet.

By combining the innovative services offered by PromotionStat with the
advantageous services offered by Promote4Free, management believes that the
Company will become a leader in restoring confidence in Internet advertising and
making advertising online profitable. Promote4Free and PromotionStat are two

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innovative software systems that are designed to address an existing basic need
of E-Businesses of today and strive to promote web sites efficiently and
effectively while reducing advertising spending and optimizing financial
rewards.

III. COMPETITION

The market for new, Internet-based technologies is evolving rapidly, and will be
intensely competitive reacting quickly to the accelerating pace of technological
change. The Company faces competition in this market sector from a broad sector
of companies in many diverse fields whose primary focus is to identify problems
and to create new technological solutions for these problems. Further, the
search to acquire new technology developed by other for commercialization is
also an intensely competitive area. In its efforts to acquire new technology the
Company will be competing with many companies in a wide range of industries,
most of whom have greater financial resources than the Company and greater
market recognition.

Although management believes that the Company's current technologies provides a
number of competitive advantages in the markets for which they have been
designed, it must be remembered that many of its competitors have longer
operating histories, a larger customer base, greater brand recognition and
greater financial, technical, marketing and other resources than the Company.
Current and potential competitors also have established or may establish
relationships among themselves or with others in order to increase the services
offered within the same business sectors as the Company.

IV. RISK FACTORS

1. LIMITED OPERATING HISTORY AND RECORD OF EARNINGS. The Company has only a
limited history of operations. The Company has transferred its principal
technology to a joint venture formed with Tradition N.A., a major brokerage and
financial company, in exchange for a 25% interest in the joint venture. The
joint venture has only recently begun to market the FX3000 software system and
to provide revenues to the Company. The Company is also developing additional
software product aimed at the e-commerce market, although no assurance can be
given as to when these additional technologies will result in operating revenues
to the Company. For fiscal year 2005, the Company realized a net loss of
$905,298 (as compared to a net loss of $1,436,378 for fiscal 2005). As a
development stage enterprise, the Company is subject to all of the risks
inherent in the establishment of a new business, including the absence of a
significant operating history, lack of market recognition and limited banking
and financial relationships. Further, the Company's auditor has included a
"going concern" footnote in the Company's audited financial statements for
fiscal 2006. See "FINANCIAL STATEMENTS - FOOTNOTE 12."

2. RELIANCE UPON MANAGEMENT. The Company is largely dependent upon the personal
efforts of its current management, the loss of any of which could have a
material adverse effect upon the Company's business and prospects. The Company
does not have key-man life insurance upon the life of any of its officers or
directors. Additionally, as the Company implements its commercial operations, it
will require the services of additional skilled personnel. There can be no
assurance that the Company can attract persons with the requisite skills and
training to meet its future needs or, even if such persons are available, that
they can be hired on terms favorable to the Company.

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3. UNCERTAINTY AS TO MANAGEMENT'S ABILITY TO CONTROL COSTS AND EXPENSES. With
respect to the Company's development of its technologies and the implementation
of commercial operations, the Company cannot accurately project or give any
assurance, with respect to management's ability to control the Company's
development and operating costs and/or expenses. Consequently, if management is
not able to adequately control costs and expenses, such operations may not
generate any profit or may result in operating losses.

4. POSSIBLE ADVERSE EFFECT OF REGULATORY CHANGES. At present, none of the
business segments where the Company plans to operate have significant government
regulation that could be expected to adversely affect the commercialization of
the Company's technologies. However, all of the Company's present technology is
related to the Internet and it is possible that the current federal, state or
local laws and regulations which apply to the Internet and which relate to
services the Company plans to offer its customers, may change in the future.
Although it is not possible to predict the extent of any such changes, and
although management is not aware of any pending adverse changes in the
regulations applicable to Its planned business operations, it is possible that
future or unforeseen changes may have an adverse impact upon the Company's
ability to continue or expand operations as presently planned.

5. INTELLECTUAL PROPERTY RIGHTS. The Company's success will depend in
significant part on certain methodologies it plans to utilize in connection with
the commercial applications for its newly acquired technology, as well as with
respect to its FX3000 trading system, and on proprietary intellectual property
rights it has and may in the future develop. The Company plans to rely on a
combination of nondisclosure and other contractual arrangements and trade
secrets, copyright, patent and trademark laws to protect its proprietary rights
and the proprietary rights of third parties from whom the Company may licenses
intellectual property. The Company also plans to enter into confidentiality
agreements with its employees and consultants and limits access to, and
distribution of, proprietary information. There can be no assurance that the
steps planned by the Company in this regard will be adequate to deter
misappropriation of proprietary information or that the Company will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights.

6. RELIANCE UPON WEB SITE, NETWORK INFRASTRUCTURE AND TRANSACTION-PROCESSING
SYSTEMS. The satisfactory performance, reliability and availability of the
Company's Internet-based technologies, transaction-processing systems and
network infrastructure are critical to its operating results, as well as to its
ability to attract and retain customers and maintain adequate customer service
levels. Any system interruptions that result in the unavailability of or reduced
performance of the Company's systems would reduce the volume of revenues and the
functionality of the Company's technology. Further, any interruptions in such
service could adversely impact the effectiveness of the Company's technology and
its ability to perform the functions for which they have been designed. This
would seriously harm the Company's business, operating results and financial
condition. Management expects that there will be a need to periodically upgrade
its system architecture to accommodate increased traffic and processing needs as
the Company's business continues to develop. Management expects this process to
be time consuming and expensive without any assurance that such upgrades will be
successful.

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7. DEPENDENCE ON INCREASED USE OF THE INTERNET AND ON THE GROWTH OF ONLINE
COMMERCE. The Company's future revenues depend upon the increased acceptance and
use of the Internet and other online services as a medium of commerce. The
market for Internet services is in an early stage of growth. Rapid growth in the
use of the Internet, the Web and online services is a recent phenomenon. As a
result, acceptance and use may not continue to develop at historical rates and a
sufficiently broad base of customers may not adopt, and/or continue to use, the
Internet and other online services as a medium of commerce.

8. RISK OF TECHNOLOGICAL OBSOLESCENCE. All industries based upon innovative
technology, such as the Company's planned Internet-based systems, are
characterized by rapid technological advances, evolving industry standards in
computer hardware and software technology, changes in customer requirements and
frequent new developments and technological enhancements. As a result, the
Company's ability to remain competitive will depend in significant part upon its
ability to continually upgrade its systems and service to keep up with such
technological advances and changes in a timely and cost-effective manner in
response to both evolving demands of the marketplace, requirements of applicable
laws and regulations and product/service offerings by its competitors. In
addition, over the longer term, the Company's ability to remain competitive will
depend in significant part upon its ability to develop and introduce, in a
timely and cost-effective manner, enhancements to its basic systems and
products, which incorporate new technological advances that provide an advantage
over its competition. If the Company faces material delays in introducing new
services, products and enhancements, customers may forego the use of the
Company's system and services and use those of competitors.

9. NO DIVIDENDS AND NONE ANTICIPATED. The Company has not paid any dividends
nor, by reason of its contemplated financial requirements, does it anticipate
paying any dividends upon its Common Shares in the foreseeable future. Further,
the Company has existing commitments to pay dividends on its Preferred Shares
which are ongoing and currently in default.

10. ADDITIONAL FINANCING. The Company will require significant additional
capital to complete development of its recently acquired technology,
commercialization of this technology and for general working capital purposes.
To date, such financing has been provided either by loans from the Company's
principal shareholders or through the sale of the Company's securities, or a
combination of both. There can be no assurance that such sources of capital will
prove sufficient in the future. There can be no assurance that any additional
sources of financing will be available in the future or, if available, that it
can be obtained on terms favorable to the Company.

11. NO PUBLIC MARKET FOR SECURITIES. There is currently no public market for any
of the Company's securities. Although management expects that a market will
develop for its Common Shares in the future, no assurance can be given that any
trading market that develops will be sustained or that shareholders will be able
to sell their shares.

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12. RISKS OF LOW-PRICED STOCKS; POSSIBLE EFFECT OF "PENNY STOCK" RULES ON
LIQUIDITY FOR THE COMPANY'S SECURITIES. It is likely that if the Company's stock
is eligible to be traded in the future it will be defined as a "penny stock"
under Rule 3a51-1 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934. In general, a "penny stock" includes securities
of companies which are not listed on the principal stock exchanges or the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
or National Market System ("NASDAQ NMS") and have a bid price in the market of
less than $5.00; and companies with net tangible assets of less than $2,000,000
($5,000,000 if the issuer has been in continuous operation for less than three
years), or which has recorded revenues of less than $6,000,000 in the last three
years. "Penny stocks" are subject to rule 15g-9, which imposes additional sales
practice requirements on broker-dealers that sell such securities to persons
other than established customers and "accredited investors" (generally,
individuals with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000, or $300,000 together with their spouses, or individuals who are
officers or directors of the issuer of the securities). For transactions covered
by Rule 15g-9, a broker-dealer must make a special suitability determination for
the purchaser and have received the purchaser's written consent to the
transaction prior to sale. Consequently, this rule may adversely affect the
ability of broker-dealers to sell the Company's stock, and therefore, may
adversely affect the ability of the Company's stockholders to sell stock in the
public market.

13. FORWARD-LOOKING STATEMENTS. This document contains forward-looking
statements. Readers are cautioned that all forward-looking statements involve
risk and uncertainty. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the forward-looking statements included in this document will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved. (See "Forward
Looking Statements", PART I above).

(C) REPORTS TO SECURITY HOLDERS

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that SEC
internet site is http://www.sec.gov.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's office is located at 32 Broadway, 3rd Floor, New York, NY10004,
and its telephone number is 212-968-0941. The Company occupies these premises,
which consist of approximately 2,000 square feet of office space pursuant to a
written sub-lease with an affiliated party that expires in February, 2009. The
Company currently pays rent of approximately $3,500 per month pursuant to said
sub-lease. See Financial Statements, Footnote 13, for more detailed information
concerning the Company's obligations under this lease. The premises and contents
are fully insured.

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At this time, the Company has no policy in terms of investment in real estate
nor does it have any investment in real estate. The Company has no immediate
plans to invest in real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

Following the end of the fiscal year, a former consultant to the Company brought
a suit against the Company and certain of its management alleging that he was
entitled to receive certain shares of the Company's common stock and for other
damages. The Company has retained special litigation counsel and will vigorously
defend against the claims made by the plaintiff in that action. After consulting
with such counsel management believes that the claims made by the plaintiff are
without merit and expects to prevail in all respects in that action.

Apart from the foregoing action, the Company is not a party to any litigation
and to its knowledge, no action, suit or proceedings against it or any officer
or director, in his capacity as such, has been threatened by any person or
entity.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders during fiscal 2006.

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) There is currently no public market for any of the Registrant's Securities.
Although management expects that a market will develop for the Common Shares in
the future, no assurance can be given that any trading market that develops will
be sustained or that investors will be able to recoup their investment.

(b) There are approximately 275 holders of the common equity of the Company.

(c) There have been no cash dividends declared to date and there are no plans to
do so. There are no restrictions that limit the ability to pay dividends on
common equity other than the dependency on the Company's revenues, earnings and
financial condition.

The Company's Common Stock has been approved for trading on the OTC Bulletin
Board system under the symbol "AVGG."

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

BACKGROUND

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. Although the Company had begun to generate revenues
from the leasing of the FX3000 software system, in March 2002, the Company

                                       11
<PAGE>
transferred its FX3000 system to FX Direct Dealer, LLC, a joint venture company
that will market the FX3000 software program. At that time the Company
terminated all existing leases for the FX3000 system. The Company received a 25%
interest in the joint venture company in return for the transfer. The remaining
75% of the joint venture company is owned by Tradition, N.A., a subsidiary of
Compagnie Financiere Tradition, a major Swiss-based financial company.

The Company also is the developer of the PromotionStat and Promote4Free software
program, which assists on-line advertisers in monitoring their marketing
effectiveness and which is planned to be marketed through the Company's
subsidiaries. The Company believes that these technologies, when properly
developed, will have the potential for generating significant revenues and
profits for the Company.

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 fiscal years ended January 31, 2006
and January 31, 2005.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

Total gross revenues for the fiscal year 2006 were $951,644 (compared to
$940,195 for fiscal 2005), which consisted of $951,644 in revenues realized from
the FX3000 joint venture (compared to $859,444 for fiscal 2005) and $-0- from
the on-line use of the PromotionStat software (compared to $80,751 for fiscal
2004). After costs of revenues of $624,877 (compared to $557,939 for fiscal
2005) the Company realized net revenues of $326,767 for fiscal 2006, compared to
$382,256 for fiscal 2005. The decrease in net revenues were due primarily to the
decrease in revenues from the use of the PromotionStat software product and
certain costs incurred in the testing of that software product which, although
resulting in an immediate decline in revenues, are expected to increase
utilization of the PromotionStat software in the future. It is important to note
that during fiscal 2005 the Company's efforts with respect to PromotionStat
resulted in the commencement of initial limited revenues with respect to this

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<PAGE>
technology. During fiscal 2006 management elected to focus on the finalization
of development of that software and elected to only offer its use as a promotion
for the FX3000 software free of charge to new subscribers to the FX3000
software. Management intends to continue this promotion in the foreseeable
future.

Management's cut its administrative costs, which began during fiscal 2004,
continued during 2006 with total general and administrative expense for fiscal
2006 declining to $1,240,742 compared to $1,458,720 for last year, a decrease of
$217,978 or slightly less than 15%. The main area of decreased costs was
consulting expenses that decreased to $179,640 (compared with $378,913 in fiscal
2005); promotion and advertising costs which decreased to $347,786 (compared to
$361,197 in fiscal 2005); and general administration expenses which decreased to
$356,861 (compared to $554,792 in fiscal 2005). However, the Company did realize
increases in salaries and benefits, which rose to $293,664 (compared to $135,308
in fiscal 2005) and in depreciation expenses which rose to $34,752 (compared to
$28,510 in fiscal 2005).

After deducting general and administrative costs, the Company experienced a loss
from operations of $913,975 for the fiscal 2006, compared to a loss of
$1,436,378 for last year. This represents a decrease in the Company's loss of
$531,080 or approximately 37% over that experienced in fiscal 2005. Management
attributes this to normal fluctuations in revenues while commercial operations
are established by the joint venture and the Company's continued success in
reducing operating costs.

Net loss for fiscal 2006 was $905,298, or $0.05 per share, compared to a loss of
$1,436,378, or $.13 per share for last year. In calculating the loss per share,
the Company had to take into account the dividends due the preferred
shareholders at January 31, 2006 and January 31, 2005. At January 31, 2006 and
January 31, 2005, the preferred dividends were in arrears for $-0- and $653,879,
respectively.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2006 cash on hand was $442,575 as compared with $597,547 at
January 31, 2005. During fiscal 2006, the Company issued 1,196,427 shares of
preferred stock and received net proceeds of $589,093. The Company applied
$1,138,171 received in fiscal 2005 for the preferred B towards this issuance.

The Company used these cash proceeds to pay for its business operations, to
purchase and upgrade its computer hardware, and to pay down a loan from a
shareholder. The Company does not expect any material capital expenditures in
fiscal year 2007.

At January 31, 2006, the Company had working capital of $393,066 compared to
working capital of $569,437 at January 31, 2005. Working capital decreased
mainly as a result of reduced cash on hand due to normal fluctuations in the use
of cash by the Company and repayment of a loan due to a shareholder during
fiscal 2006.

Total assets at January 31, 2006 were $560,749 as compared to $773,184 at
January 31, 2005. The principal cause of this decrease in total assets at
January 31, 2006 was the decrease in cash on hand and prepaid expenses at
January 31, 2006.

                                       13
<PAGE>
The Company's total stockholders' equity decreased to $466,240 at January 31,
2006 from $678,019 at January 31, 2005. Stockholders' equity decreased
principally because of the loss from operations experienced by the Company, as
offset in part by the issuance of preferred stock for cash during the period.

During fiscal year 2006, the Company issued 35,485 shares of common stock to
consultants for services rendered. In addition, the Company issued 437,528
shares of common stock to preferred A and preferred B stock holders to pay
preferred dividends in arrears. The Company valued the shares of common stock
issued during fiscal 2006 at $1,390,658.

During fiscal 2006 FXDirectDealer LLC, the Company's joint venture with
Tradition NA began to recognize a net profit from operations. However, due to
the loans that Tradition had made to the joint venture during the initial years
when it was developing its business operations, all of the net profits generated
to date have been applied to the partial repayment of these loans. Management
believes that, based upon the rate of growth of the joint venture's operations
and its projected profitability, all loans due to Tradition will be fully repaid
during fiscal 2007. Thereafter, management expects that the Company will begin
to receive profit distributions on a quarterly basis as provided for in the
joint venture agreement.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements of the Company are filed as a part of this Annual
Report. Included are the audited statements of Advanced Technologies Group, Ltd.
for the years ending January 31, 2006 and 2005 are submitted herewith as PART
F/S on Pages 31 to 45.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL MATTERS

There have been no disagreements with the registrants former or present
Accountants on accounting and financial matters.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company has three officers and three directors.

The following table sets forth as of the date hereof, with respect to each of
the Company's directors and officers their position and their ages:

   NAME              AGE                     POSITION
   ----              ---                     --------
Alex Stelmak         57      Chief Executive Officer, Chairman of the Board
                             of Directors & CFO

Stan Mashov          37      Vice President, Chief Technology Officer & Director

Dr. Abel Raskas      65      President, Senior Marketing Director and Director
                             of the Company; CEO and Director of Luxury Lounge
                             and its Subsidiaries

                                       14
<PAGE>
The directors will serve until the next annual meeting of stockholders and until
their successors are qualified and elected. The officers are also newly
appointed and serve at the will of the Board of Directors. There are no existing
committees of the Board of Directors. There are no family relationships among
the officers and directors of the Company. There are at present no committees of
the Board of Directors.

There are no agreements that a director will resign at the request of another
person and the above named Directors are not acting on behalf of nor will act on
behalf of another person.

The following is a brief summary of the Directors and Officers including their
business experiences for the past five years.

ALEX STELMAK, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Mr. Stelmak founded and has been President and Chief Executive Officer of the
Company since its formation in 1997. He has over twenty years of experience in
operation and management, building highly successful financial services firms.
Mr. Stelmak has served as President of Commonwealth Capital Group, Ltd., a
financial advisory and investment-banking firm that has been engaged as a
consultant to the Company. From 1996 to 1998, he served as the President of
Oxford Holdings - a Registered Commodities Broker/Dealer principally engaged in
providing managed currency-trading programs for Institutional and private
clients. Prior to 1996 Mr. Stelmak also served as a stockbroker with BDS
Securities, Greenway Capital and US Securities, Inc. He holds a Series 7 and 63
licenses from the National Association of Securities Dealers. Mr. Stelmak holds
a BS degree in Business Administration with a major in accounting.

STAN MASHOV, VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER

Mr. Mashov founded and has been Vice President and head of information
technology of the Company since its formation in 1997. He has also served in the
same capacity for Oxford since its formation in September 1997. Mr. Mashov has
been mainly responsible for the design, development and implementation of the
FX3000 on-line currency trading software platform. He is also responsible for
FX3000's human and technical resources dedicated to software, technology and
infrastructure development, implementation and business support. During his
tenure with the Company Mr. Mashov assembled a superior team of programmers who,
under his supervision designed, developed and implemented FX3000's assignment
for a new software system to meet trading, risk management and back office
business requirements. He was also instrumental in implementing FX3000's web
site, manual and educational material. Prior to joining the Company, Mr. Mashov
served as Chief Analyst and Currency Trader for Oxford Holdings, a company
principally engaged in providing managed currency trading programs for
individual investors. Mr. Mashov received his Degree in Accounting from Berkeley
College.

                                       15
<PAGE>
DR. ABEL RASKAS, PRESIDENT/SENIOR MARKETING DIRECTOR

Dr. Raskas has served as a director of the Company since 1998. He is also
Founder and President of Luxury Lounge, Inc. - an Internet wholesaler and
retailer of luxury and premium quality goods and services recently acquired by
the Company. Prior to establishing Luxury Lounge, Inc. Dr Raskas served as Vice
President of Trimol Group, Ltd., a Publicly Held company engaged in the business
of producing specialized documents through patented software. As a Principal of
Trimol Group, Ltd, Dr. Raskas was instrumental in bringing the Company to the
Public Market. Prior to joining Trimol, from 1991 to 1998, he was a Principal
and Vice President of Ocean Bridge International, Ltd., a company principally
engaged in commercial finance and International trade with Eastern European
countries. From 1980 to 1986 Dr. Raskas was the Founder and Principal of ABDATA
Independence, Inc., a computer service bureau that was acquired in 1986 by
Sandata Corp. Following the sale of ABDATA, Dr. Raskas remained a director of
Marketing for Sandata Corp. until 1991. During this same period Dr. Raskas
managed a data processing school and was one of the founders of CAIS Systems, a
computer advertising information system. From 1966 through 1979 Dr. Raskas was
an independent consultant in the design and implementation of management
information systems ("MIS") to different industries. Dr. Raskas holds the
equivalent of a Doctorate Degree in business management and computer science
from St. Petersburg University (received in 1973). He has authored 20 articles
and one book all in the field of business management and computer science.

KEY EMPLOYEES

DMITRY FINKELSTEIN, DIRECTOR OF SOFTWARE DEVELOPMENT

Mr. Finkelstein joined the Company in the beginning of 2000 as a special
technical adviser. Mr. Finkelstein was instrumental in establishing its Software
Development Department. As a Director of the Software Development Department,
Mr. Finkelstein is managing development efforts dedicated to FX3000 trading
platform. While at the Company, Mr. Finkelstein assembled a number of talented
and dedicated software professionals into a creative and productive development
team with a high level of software engineering culture and challenging goals.
More importantly, Mr. Finkelstein helped establish the Company's software
development process and quality assurance standards and practices designed to
provide consistent quality control in all aspects of the Company's technology
development. With his broad software engineering experience Mr. Finkelstein also
took part in the development of high-level design and architectural concepts for
the next generation of the FX3000 platform and has been managing all the
analytical, design, implementation and testing activities for subsequent FX3000
releases. Mr. Finkelstein holds a Master of Science Degree in Mathematics from
St. Petersburg Institute of Fine Mechanics and Optics.

None of the Directors, Officers or key employees has been convicted or is
subject to a pending criminal proceeding, nor have they been subjected to any
type of order barring, suspending or otherwise limiting their involvement in any
type of business, securities or banking activities. Furthermore, none of the
Directors and Officers has been found by a court of competent jurisdiction, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.

                                       16
<PAGE>
BOARD OF ADVISORS

The Company has assembled a Board of Advisors to advise the Board with respect
to specific matters affecting the Company and its business operations. Depending
upon the nature of the advice requested by the Board, they may receive
compensation in specific circumstances as determined by the Board of Directors.
Their recommendations are purely advisory and the Board is not obligated to
follow any recommendations made. Following are profiles for each member of the
Board of Advisors:

DR. ALFRED D. MORGAN, PH.D. SPECIAL FINANCIAL ADVISOR TO THE BOARD OF DIRECTORS

Dr. Alfred D. Morgan joined the Company in November 2000. Mr. Morgan brings to
the Company more than 25 years of versatile and diverse financial experience
with major Public and Private Corporations. He worked for 4 years with Lehman
Bros. as a Securities Analyst, Portfolio Manager and General Corporate Financing
Executive. After that Mr. Morgan accepted a position of Director of Development
with Fairbanks Whitney Corp (NYSE). Subsequently, he joined a NYSE firm
Federman, Stonehill as a Partner directly responsible for major IPO`s (Subaru of
America, Cablevision Systems). At the same time (1980-1983) Mr. Morgan was a
Special Professor of Finance with Hofstra University School of Business. By 1984
he devoted his full time to teaching as Professor of Finance at Southern
Connecticut State University, where he introduced courses in Entrepreneurship
and Security Analysis. At the same time he was involved with managing of
Peachtree Venture Capital Fund and was directly responsible for aiding a number
of growth companies to penetrate Public Markets by Reverse Merger (Transmedia
Network, Resources America, MSH Entertainment). During his distinguished career
in the financial community, Mr. Morgan also held a number of Directorship
positions with major Public and Private Corporations: Magic Marker Pens Co.,
Transmedia, Resources America Oil Co., Columbia Financial Exchange, MSH
Entertainment, etc. Mr. Morgan also enjoys a long lasting working relationship
with a number of financial publications where he frequently publishes his
articles including Wharton Journal of Venture Capital, Oxford Journal of
Statistics, Bankers Magazine, US Investor, Nation. Dr: Morgan holds Ph.D. in
Economics from Harvard, Teaching Fellowship, Research Scholarship Oxford
University for Ph.D. Thesis, M.A. Scholarship from University of Wisconsin,
Assistant in Statistics, M.A. Thesis. Non-Degree courses with New York
University in Accounting, Arbitrage, Investment Banking. Honors and
Recognition's: Appointed by U.S Secretary of Commerce to Connecticut State
District Council; Held a Seat on New York Commodities Exchange; Nominated as
Teacher of the Year by Finance Club, Southern Connecticut State Univ. and Univ.
of Georgia; Rhodes Scholar Nominee, Phi Beta Kappa.

JOSEPH BOTKIER, SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

Mr. Botkier joined the Company in October 2000 as a special advisor to the
Board. Mr. Botkier brings over 25 years of hands-on professional and management
experience in the Banking and Currency Industries. His career started in 1972 as
Deputy Operations Manager with HARRIS TRUST Co. of New York. From 1974 to 1985
Mr. Botkier served as Assistant Operations Manager and was later advanced to the
position of Vice President and Treasurer of CREDITO ITALIANO. While at CREDITO
ITALIANO Mr. Botkier is credited with establishing the bank as one of the first
banks to trade Currency Futures and use Swap's and FRA's. As one of the youngest
Bank Treasurers in New York, he assumed responsibility for Futures and Foreign
Currency Dealing and posted profits yearly (From 1976-1985) while building a
$1Bill. Portfolio with over $75 Million in profits. From 1985 to 1988 Mr.
Botkier joined BANK CARIPLO of New York as First Vice President and Deputy

                                       17
<PAGE>
General Manager, where he was directly responsible for establishing the bank's
New York Treasury operations, which consisted of trading Money Market
instruments, Currencies and Derivatives. From 1988 to 1998 Mr. Botkier had
accepted a position of Senior Vice President and Treasurer and, later was
promoted to Executive Vice President and Deputy General Manager with BANK
BRUSSELS LAMBERT of New York. During his tenure at BBL he was fully responsible
for the entire Foreign Exchange Department as well as Money Markets, Capital
Markets, Derivatives and the structuring and funding of loan portfolios and
Asset Management. As such, he was credited with successfully rebuilding the
Trading Operations, transforming the Bank's Foreign Exchange desk from negative
performance to cumulative profits in excess of $200 Million. At the same time,
he instituted a computer based Risk Management System to monitor and evaluate
Treasury Instruments. At BANK BRUSSELS LAMBERT Mr. Botkier was credited with
restoring treasury function to profitability in 12 months (From $1.5 Mill. In
1989, $8 Mill. in 1990); establishing a proprietary mortgage-backed securities
portfolio in 1992 ($1.5 Bill.) and asset-backed portfolio in 1993 ($1.1 Bill.);
starting a Domestic High-Yield Trading and Asset Management Group in 1996 and
growing the assets to over $200 Mill. In 1996 he Created and Managed a
Proprietary Fund worth over $500 Mill. For the Bank, which was directly invested
in Corporate Bonds. In 1997 Mr. Botkier launched the first Leveraged High Yield
Fund for the Bank's account with $150 Mill. in assets. During the same year, he
also established and managed a Proprietary Fund (75 Mill.) participating in
Emerging Market Debt and launched the bank's first "Fund of Funds"($50 Mill.) In
1998 Mr. Botkier successfully concluded a $170 Mill. CBO in partnership with
Goldman Sachs. During his distinguished career, Mr. Botkier became a successful
senior level Banking Industry Executive with extensive strength in developing
and executing highly profitable trading strategies dealing with: Currencies,
Currency Options, Euro Bonds, Derivatives, Swaps, FRA's and High Yield
Securities. He is highly skilled and perceptive in fostering and maintaining
long-term relationships with major Banks and Fortune 500 Company's, building
organizational infrastructures to drive and sustain revenues, generating strong
profits as well as identifying and capitalizing on new and niche market
opportunities. In his long and successful career Mr. Botkier has maintained well
over $5 Billion in capital under management. Mr. Botkier holds a BS degree in
Mathematics. He also received his Advanced Studies from The American Institute
of Banking.

ALEXANDER GORLOV, PH.D. CHIEF TECHNOLOGY ADVISOR TO THE BOARD OF DIRECTORS

Professor Alexander M. Gorlov of Northeastern University in Boston is the 2001
recipient of the prestigious ASME Thomas Edison Patent Award for his patented
invention of the Gorlov Helical Turbine. The Edison Patent Award was established
in 1997 in order to recognize the creativity of a patented device or process
that has the potential to significantly enhance some aspects of mechanical
engineering. Professor Gorlov is a Professor Emeritus at Northeastern. During
his rich professional career, Professor Gorlov has established himself as a
major powerhouse in High Technology field. He holds 21 International and US
patents in such fields as Renewable Energy, Structural Analysis & Design,
Theoretical Mechanics as well as the design of Bridges and Tunnels. In
particular, his recent invention "Terrorist Truck-Bomb Protection System" is
certified by 4 US patents and is placed on the US Department of State list of
certified equipment. That allows the system to be used for protection of vital
Government installations such as Nuclear Power Plants, Military Bases around the
World, Embassies, Bridges and Tunnels as well as other potential strategic
targets from terrorist attacks. Professor Gorlov is a recipient of research
grants from the US Dept. Of Energy, Allied Signal Co., New England Power Co. He
is a leading designer of a number of major worldwide construction projects such
as subway systems, hydroelectric power plants, tunnels, bridges etc. Professor
Gorlov is an author of over 90 periodical technical papers and 3 books.

                                       18
<PAGE>
CARL P. RANNO, SPECIAL LEGAL ADVISOR TO THE BOARD OF DIRECTORS

Mr. Ranno currently serves as Chairman and CEO of Spectrum Advisors, LLC, a
company engaged in the business of mergers and acquisitions as well as advisory
functions to its clients. Mr. Ranno is member of numerous boards of directors of
both publicly held and private companies. Apart from his other duties and
business affiliations, Mr. Ranno has been a practicing attorney since 1968 and
currently serves as general counsel to numerous publicly held companies advising
these companies in the areas of general corporate law and, specifically, in the
areas of U.S. securities laws. From 1992 to 1997 Mr. Ranno served as President
and CEO of Pollution Controls International Corp., a publicly traded company
engaged in the manufacture and marketing of automotive after-market products on
a global basis. From 1990 to 1992 Mr. Ranno also operated as an independent
Investment Banker associated with Corporate Capital Group and, ultimately,
Ladenburg Thalman in New York. His activities during this period principally
involved the acquisition of companies that supply automotive manufacturers. Mr.
Ranno hold a Bachelor of Science degree in Economics and Chemistry from Xavier
University and a Juris Doctor degree from the University of Michigan School of
Law.

DR. MARK G. KARPOVSKY, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

Dr. Karpovsky has been a full Professor of Electrical and Computer Engineering
of the Boston University, and Director of the Reliable Computing Laboratory
since 1983. He conducts research in the areas of new techniques for design of
reliable multiprocessors, networks of workstations and local area networks,
routing in computer and communications networks, testing, and diagnosis of
computer networks combining on-line and off-line techniques for error detection
and/or location, and fault-tolerant message routing for computer networks. Dr.
Karpovsky teaches graduate courses on interconnection networks, computer
hardware testing, fault-tolerant computing, and error-correcting codes. Dr.
Karpovsky received the B.S., M.S. and Ph.D. degrees in 1961, 1963 and 1967,
respectively. He has been Visiting Professor at the University of Dortmund and
Ecole National Superieure des Telecommunication, Paris. Dr. Karpovsky has been a
consultant for IBM, Digital Corp., Honeywell, and AT&T, and is currently
Director of the Reliable Computing Laboratory. He has published more than 140
papers and several books in the areas of logic design, testing and diagnosis,
fault-tolerant computing and error-correcting codes.

DR. V. L. KVINT, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

Dr. Kvint has, since 1997, served as an independent consultant for the United
Nations. Dr. Kvint also served as the Director of Emerging Markets for Arthur
Andersen LLP where his duties included the analysis of various economies and
development of the commercial environment in emerging markets world-wide. Dr.
Kvint also currently serves as a Professor of Management Systems and
International Business at the Graduate School of Business, Fordham University
and as Adjunct Professor of Management Strategies in Emerging Markets at the
Department of International Business, Leonard N. Stern School of Business, New
York University. Dr. Kvint received his Masters of Science Degree in 1972 and
his Doctorate Degree in Economics in 1975. In 1997, Dr. Kvint was named an
Honorary Fellow by the New England Center for International and Regional Studies
in Connecticut and also received an Honorary Doctorate Degree from the
University of Bridgeport. IN 2001 DR. KVINT WAS AWARDED WITH THE PRESTIGIOUS
FULLBRIGHTE SCHOLAR AWARD IN ECONOMICS.

                                       19
<PAGE>
DR. JOSEPH MEDVED, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

Dr. Medved has over 30 years in Data Processing experience, the last 20 years of
which have been in development of database online applications. Dr. Medved
positions included Project Manager, Business Analyst, System Architect and
Database Administrator for major database online projects. For the past 10 years
Dr. Medved has served as business Analyst-Database Administrator for the City
University of New York, with primary duties in Internet application development.
Dr. Medved is currently serving as full Professor of the Computer Science Dept.
of the City University of New York. Dr. Medved served as System Architect for
New York Life Insurance Company, where he was personally responsible for the
entire computer system design and implementation. Dr. Medved holds a Masters
Degree in Computer Science and Economics and a Ph.D. in Computer Science.

THEODORE JAY, PATENT COUNSEL TO THE BOARD OF DIRECTORS

Mr. Jay has been an attorney his entire career, having been admitted to practice
before the bar in New York, New Jersey and Connecticut as well as being admitted
to practice as a patent attorney in the United States Patent and Trademark
Office. In 1946 he became a member of the patent department for GTE and was
promoted successively from the position of Patent Attorney for the Research
Laboratories to a Counsel for Telephone and Electronic Systems. During his
tenure with GTE Mr. Jay led negotiations in concluding world-wide patent cross
licenses with General Electric, AT&T and other major corporations as well as
directing various types of patent and trademark litigation. During his
employment with GTE Mr. Jay prepared and filed over 300 patent applications in
various electronic, mechanical and chemical fields. In 1987 Mr. Jay accepted
early retirement from GTE and established his present independent practice
providing patent, copyright and Science Degree in General Engineering from the
Massachusetts Institute of Technology and his Doctorate of Law Degree from New
York University School of Law. Mr. Jay was directly responsible for the
successful completion of Patent Pending Application for FX3000 Proprietary
Internet Currency Trading System.

SHOLIM GINSBURG, STRATEGIC TECHNOLOGY ADVISOR TO THE BOARD OF DIRECTORS

Sholim Ginsburg has over 26 years experience in management and programming in
various fields of data processing and data communications in the banking,
brokerage and engineering industries. Presently, Mr. Ginsburg serves as Vice
President of Citicorp's Global Technology Organization where he manages the
communications software area. Mr. Ginsburg has worked for Citicorp for over 15
years, having been involved with Citicorp's Y2K initiative and having overseen
Citicorp's implementation of some of the first Web enabling technologies and
TCP/IP on mainframe computers and router based communications networks in the
banking industry. Also while at Citicorp, Mr. Ginsburg was in charge of
communications hardware and software strategic planning with responsibilities
for the network design, organization and integration to enhance network
capabilities. Prior to joining Citicorp in 1985, Mr. Ginsburg held a senior
technical position at Prudential Securities and Gibbs & Hills, Inc. Mr. Ginsburg
holds both a Bachelors and Masters Degrees in Mathematics.

KEN R. LEW, SPECIAL ADVISOR TO THE BOARD OF DIRECTORS.

Mr. Lew is a consultant in the merger/acquisition business. Mr. Lew has been an
Officer/Director of a public company since January 2000. He holds an M.B.A. in
Business Finance, a B.Sc. in Cell Biology, and a B.A. in Chemistry from the
University of Washington and Seattle City University. Mr. Lew has produced and

                                       20
<PAGE>
edited two financial books and he has written numerous technical publications.
His education, technical background and experience in business finance provide a
valued source of technical and financial guidance.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Officers, Directors and those beneficially owning more than 10% of small
business Company's class of equity securities registered under Section 12 of the
Exchange Act, shall file reports of ownership and any change in ownership with
the Securities and Exchange Commission. Copies of these reports are to be filed
with the Company.

ITEM 10. EXECUTIVE COMPENSATION

The executive officers of the issuer received salaries, benefits and other
compensation during fiscal 2006 of $275,422 in the aggregate. At present, there
are no written employment agreements between the Company and any of its officers
or directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the Common Stock ownership of each person and /or
group known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock, each director individually, and all officers and
directors as a group. Each person has sole voting and investment with respect to
the shares of Common Stock shown, and all ownership is of record and beneficial.

                                        Number of                    Percent
      Name                           Shares Owned (1)                 Owned
      ----                           ----------------                 -----
Alex Stelmak                           4,389,476                      25.43%
32 Broadway, 3rd Floor
New York, NY 10004

Stan Mashov                              827,778                        4.8%
32 Broadway, 3rd Floor
New York, NY 10004

Dr. Abel Raskas                        4,389,476                      25.43%
32 Broadway, 3rd Floor
New York, NY 10004

Officers & Directors
as a Group (3 Persons)                 9,606,730                      55.66%

----------
(1) Based upon 17,263,140 issued and outstanding.

                                       21
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal years 2006 and 2005, the Company sub-leased office space in New
York, New York from a consulting firm that is the principle lessee of the office
space. The company paid rent of $36,539 and $47,220 in fiscal years 2006 and
2005, respectively, for the space.

At January 31, 2005, the Company had loans outstanding in the amount of $15,388
from a company that is owned by an officer and a shareholder of the Company. The
loan payable is unsecured, due on demand, and non-interest bearing. The loan was
repaid during fiscal 2006.

There are no parents of this small business Company.

There are and have been no transactions with promoters.

There were no material underwriting discounts and commissions upon the sale of
securities by the Company where any of the specified persons was or is to be a
principal underwriter or is a controlling person or member of a firm that was or
is to be a principal underwriter.

ITEMS 13. 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

                                       22
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             ADVANCED TECHNOLOGIES GROUP, LTD.


Dated: May 10, 2006          By: /s/ Alex Stelmak
                                 ------------------------------------
                                 Alex Stelmak
                                 Chief Executive Officer and Director


Dated: May 10, 2006           By: /s/ Abel Raskas
                                 ------------------------------------
                                 Abel Raskas
                                 President and Director


Dated: May 10, 2006          By: /s/ Alex Stelmak
                                 ------------------------------------
                                 Alex Stelmak
                                 Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


Dated: May 10, 2006          By: /s/ Alex Stelmak
                                 ------------------------------------
                                 Alex Stelmak
                                 Director


Dated: May 10, 2006          By: /s/ Abel Raskas
                                 ------------------------------------
                                 Abel Raskas
                                 Director


Dated: May 10, 2006          By: /s/ Stan Mashov
                                 ------------------------------------
                                 Stan Mashov
                                 Director

                                       23
<PAGE>
                             DONAHUE ASSOCIATES, LLC
                          Certified Public Accountants
                            27 Beach Road Suite CO5A
                            Monmouth Beach, NJ 07750

                                Tel. 732-229-7723


                          Independent Auditor's Report

The Shareholders
Advanced Technologies Group, Ltd.

We have  audited  the  accompanying  consolidated  balance  sheets  of  Advanced
Technologies  Group,  Ltd.  as of January  31, 2006 and January 31, 2005 and the
related  consolidated  statements of operations and  consolidated  statements of
changes in shareholders'  equity and cash flows for the years then ended.  These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
by the Public Company  Accounting  Oversight  Board in the United States.  Those
standards  require  that we plan and  perform  the  audit to  obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  consolidated   financial  position  of  Advanced
Technologies  Group Ltd.  as of January  31,  2006 and  January 31, 2005 and the
related  consolidated  statements of operations and  consolidated  statements of
changes  in  shareholders'  equity  and cash  flows for the years  then ended in
conformity with generally accepted accounting  principles  generally accepted in
the United States of America.

As more fully  discussed in Note 12 to the  consolidated  financial  statements,
there are  significant  matters  concerning  the Company that raise  substantial
doubt  as to  the  ability  of the  Company  to  continue  as a  going  concern.
Management's plans with regard to these matters are also described in Note 12 to
the consolidated financial statements.  The consolidated financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets or the amounts and classifications of recorded  liabilities that
might be necessary in the event that the Company cannot continue in existence.


/s/ Donahue Associates, LLC
--------------------------------

Monmouth Beach, New Jersey
April 25, 2006

                                      F-1
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                   As of January 31, 2006 and January 31, 2005

<TABLE>
<CAPTION>
                                                                                 2006                   2005
                                                                             ------------           ------------
<S>                                                                          <C>                    <C>
ASSETS

Current assets:
   Cash & short term deposits                                                $    442,575           $    597,547
   Prepaid expense                                                                      0                 21,955
                                                                             ------------           ------------
      Total current assets                                                        442,575                619,502

Other assets:
   Fixed assets- net                                                         $     64,089           $     98,991
   Security deposit                                                                45,000                 45,000
   Trademark- net                                                                   9,085                  9,691
                                                                             ------------           ------------

      Total assets                                                           $    560,749           $    773,184
                                                                             ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                       $     94,509           $     79,677
                                                                             ------------           ------------
      Total current liabilities                                                    94,509                 79,677

Shareholder loan payable                                                                0                 15,388

Shareholders' equity:
   Series A preferred stock, one share convertible to one share of common;
    13% cumulative non-participating, authorized 1,000,000 shares at
    stated value of $3 per share, issued and outstanding 880,588 shares      $  2,068,122           $  2,068,122

  Series B preferred stock, one share convertible to one share of common;
    6% cumulative non-participating, authorized 7,000,000 shares at stated
    value of $3 per share, issued and outstanding 1,713,598 shares
    at January 31, 2006 and 517,171 at January 31, 2005                         4,724,804              4,379,769

   Common stock- $.0001 par value, authorized 100,000,000 shares, issued
    and outstanding, 17,263,140 shares at January 31, 2006 and 16,790,127
    shares at January 31, 2005                                                      1,727                  1,679
   Additional paid in capital                                                  31,275,783             29,641,115
   Accumulated deficit                                                        (37,604,196)           (35,412,566)
                                                                             ------------           ------------
      Total shareholders' equity                                                  466,240                678,119
                                                                             ------------           ------------

      Total Liabilities & Shareholders' Equity                               $    560,749           $    773,184
                                                                             ============           ============
</TABLE>


See the notes to the financial statements.

                                      F-2
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Operations
                        For the Years Ended January 31st

<TABLE>
<CAPTION>
                                                           2006                   2005
                                                       ------------           ------------
<S>                                                    <C>                    <C>
Revenues:
  Gross revenues                                       $    951,644           $    940,195
  Cost of revenues                                         (624,877)              (557,939)
                                                       ------------           ------------
      Net revenues                                     $    326,767           $    382,256

General and administrative expenses:
  Salaries and benefits                                $    293,664           $    135,308
  Promotion & advertising                                   347,786                361,197
  Consulting                                                207,679                378,913
  General administration                                    356,861                554,792
  Depreciation                                               34,752                 28,510
                                                       ------------           ------------
      Total general & administrative expenses             1,240,742              1,458,720
                                                       ------------           ------------

Net loss from operations                               $   (913,975)          $ (1,076,464)

Other revenues and expenses:
  Loss on investment in joint venture                             0               (365,369)
  Interest income                                             8,677                  5,455
                                                       ------------           ------------

Net loss before provision for income taxes             $   (905,298)          $ (1,436,378)

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

Net loss                                               $   (905,298)          $ (1,436,378)
                                                       ============           ============
Loss per common share:
  Basic & fully diluted                                $      (0.05)          $      (0.13)

Weighted average of common shares:
  Basic & fully diluted                                  17,004,648             16,725,172
</TABLE>


See the notes to the financial statements.

                                      F-3
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Cash Flows
                        For the Years Ended January 31st

<TABLE>
<CAPTION>
                                                                  2006                  2005
                                                               -----------           -----------
<S>                                                            <C>                   <C>
Operating Activities:
  Net loss                                                     $  (905,298)          $(1,436,378)
  Adjustments to reconcile net loss items
   not requiring the use of cash:
     Amortization                                                      606                   607
     Depreciation                                                   43,596                54,871
     Consulting expense                                            104,326               180,000
     Loss on investment in joint venture                                 0               365,369
  Changes in other operating assets and liabilities :
     Prepaid expense                                                21,955               (15,574)
     Accounts payable & accrued expenses                            14,832                19,939
                                                               -----------           -----------
Net cash used by operations                                    $  (719,983)          $  (831,166)

Investing Activities:
  Purchase of equipment                                        $    (8,694)          $   (35,051)
                                                               -----------           -----------
Net cash provided by investing activities                           (8,694)              (35,051)

Financing Activities:
  Issuance of preferred stock                                  $   626,348           $    71,025
  Subscriptions received                                                 0             1,138,171
  Placement fees                                                   (37,255)              (50,269)
  Shareholder advances repaid                                      (15,388)              (57,019)
                                                               -----------           -----------
Net cash provided by financing activities                          573,705             1,101,908
                                                               -----------           -----------

Net increase (decrease) in cash during the period                 (154,972)              235,691

Cash balance at February 1st                                       597,547               361,856
                                                               -----------           -----------

Cash balance at January 31st                                   $   442,575           $   597,547
                                                               ===========           ===========

Supplemental disclosures of cash flow information:
  Interest paid during the period                              $         0           $         0
  Income taxes paid during the period                          $     8,646           $    15,844
</TABLE>


See the notes to the financial statements.

                                      F-4
<PAGE>
                        Advanced Technologies Group, Ltd.
            Consolidated Statement of Changes in Shareholders' Equity
            For the Years Ended January 31, 2006 and January 31, 2005

<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 February 1, 2004     16,619,603    $1,662    1,374,084   $5,293,793   $29,124,761   $(33,644,646)   $   775,570

Preferred stock
 subscriptions received                                              1,138,171                                   1,138,171

Preferred stock issued                                     23,675       15,927         4,829                        20,756

Shares issued for services          60,  0         6                                 179,994                       180,000

Stock dividend paid                110,524        11                                 331,531       (331,542)             0

Net loss for the fiscal year                                                                     (1,436,378)    (1,436,378)
                                ----------    ------    ---------   ----------   -----------   ------------    -----------

Balance at January 31, 2005     16,790,127    $1,679    1,397,759   $6,447,891   $29,641,115   $(35,412,566)   $   678,119

Preferred stock issued                                  1,196,427      345,035       244,058                       589,093

Shares issued for services          35,485         4                                 104,322                       104,326

Stock dividend paid                437,528        44                               1,286,288     (1,286,332)             0

Net loss for the fiscal year                                                                       (905,298)      (905,298)
                                ----------    ------    ---------   ----------   -----------   ------------    -----------

Balance at January 31, 2006     17,263,140    $1,727    2,594,186   $6,792,926   $31,275,783   $(37,604,196)   $   466,240
                                ==========    ======    =========   ==========   ===========   ============    ===========
</TABLE>

See the notes to the financial statements.

                                      F-5
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
            For the Years Ended January 31, 2006 and January 31, 2005


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 platform.

In March 2002, the Company sold the FX3000 software, 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- Maintenance and development revenues are recognized when
earned.

The Company's 25% interest in the joint venture is accounted for on a cost basis
and adjusted for any unrealized gains of FX Direct Dealer. Profit sharing
revenues received from the joint venture are first applied to the cost of the
investment and then to revenues.

The Company has received no profit sharing revenues since its investment in FX
Direct Dealer in 2002.

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.

                                      F-6
<PAGE>
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.

FIXED ASSETS- Office and computer equipment are stated at cost. Depreciation
expense is computed using the straight-line method over the estimated useful
life of the asset. The following is a summary of the estimated useful lives used
in computing depreciation expense:

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

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

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

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

RECLASSIFICATIONS- Certain 2005 amounts in the consolidated financial statements
have been reclassified to conform to the 2006 presentation.

RECENT ACCOUNTING PRONOUNCEMENTS:

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123R, "SHARE-BASED PAYMENT". In
December 2004, the FASB issued Statement No. 123R, "Share-Based Payment". SFAS
No. 123R is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation," and supersedes APB 25. SFAS No. 123R eliminates the option of
using the intrinsic value method of accounting previously available, and
requires companies to recognize in the financial statements the cost of employee
services received in exchange for awards of equity instruments based on the
grant date fair value of those awards. The effective date of SFAS No. 123R is
January 1, 2006 for calendar year companies. SFAS No. 123R permits companies to
adopt its requirements using either a "modified prospective" method, or a
"modified retrospective" method. Under the "modified prospective" method,
compensation cost is recognized in the financial statements beginning with the
effective date, based on the requirements of SFAS No. 123R, for all share-based
payments granted after that date, and for all unvested awards granted prior to
the effective date of SFAS No. 123R. Under the "modified retrospective" method,

                                      F-7
<PAGE>
the requirements are the same as under the "modified prospective" method, but it
also permits entities to restate financial statements of previous periods based
on pro-forma disclosures made in accordance with SFAS No. 123. The adoption of
SFAS No. 123 has no material impact on the Company's consolidated results of
operations, financial condition, or cash flows.

FASB INTERPRETATION NO. 47, "ACCOUNTING FOR CONDITIONAL ASSET RETIREMENT
OBLIGATIONS". In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47,
"Accounting for Conditional Asset Retirement Obligations." The interpretation
clarifies the requirement to record abandonment liabilities stemming from legal
obligations when the retirement depends on a conditional future event. FIN No.
47 requires that the uncertainty about the timing or method of settlement of a
conditional retirement obligation be factored into the measurement of the
liability when sufficient information exists. The Company adopted FIN No. 47 as
of December 31, 2005. There was no material impact on the Company's consolidated
results of operations, financial condition, or cash flows.

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 154, "ACCOUNTING CHANGES AND
ERROR CORRECTIONS, A REPLACEMENT OF APB OPINION NO. 20 AND FASB STATEMENT NO.
3". In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS
No. 154 requires retrospective application to prior period financial statements
for changes in accounting principle, unless it is impracticable to determine
either the period-specific effects or the cumulative effect of the change. SFAS
No. 154 also requires that retrospective application of a change in accounting
principle be limited to the direct effects of the change. Indirect effects of a
change in accounting principle should be recognized in the period of the
accounting change. SFAS No. 154 will become effective for the Company's fiscal
year beginning January 1, 2006. The impact of SFAS No. 154 will depend on the
nature and extent of any voluntary accounting changes and correction of errors
after the effective date, but management does not currently expect SFAS No. 154
to have a material impact on the Company's consolidated results of operations,
financial condition, or cash flows.

EMERGING ISSUES TASK FORCE (EITF) ISSUE 04-13 "ACCOUNTING FOR PURCHASES AND
SALES OF INVENTORY WITH THE SAME COUNTERPARTY". The Emerging Issues Task Force
considered Issue No. 04-13 in its May 17, 2005 and June 16, 2005 meetings to
discuss inventory sales to another entity in the same line of business from
which it also purchases inventory. The Task Force reached consensus on the issue
that purchases and sales of inventory with the same counterparty should be
combined as a single non-monetary transaction (net) and noted factors that may
indicate that transactions were entered into in contemplation of one another.
The Task Force ratified Issue No. 04-13 at its September 28, 2005 meeting, which
should be applied to new arrangements entered into in the first interim or
annual reporting period beginning after March 15, 2006. The Company does not
expect Issue No. 04-13 to have a material impact on the Company's consolidated
results of operations, financial condition, or cash flows.

3. NET LOSS PER SHARE

The Company applies SFAS No. 128, EARNINGS PER SHARE to compute net 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. Diluted net loss per share gives the effect of outstanding common stock
equivalents in the form of detachable common warrants issued with the preferred
stock and the convertible preferred stock. These common stock equivalents
outstanding are convertible into 5,492,344 and 3,099,490 shares of common stock
at January 31, 2006 and January 31, 2005, respectively. The effects on net loss

                                      F-8
<PAGE>
per share of the common stock equivalents, however, are not included in the
calculation of net loss per share since their inclusion would be anti-dilutive.

Net loss per common share has been computed as follows:

                                               2006               2005
                                           ------------       ------------

     Shares outstanding                      17,263,140         16,790,127
                                           ============       ============

     Weighted average                        17,004,648         16,725,172
                                           ============       ============


     Net loss                              $   (905,298)      $ (1,436,378)

     Preferred dividends in arrears                   0           (689,277)
                                           ------------       ------------

     Loss available to common shares       $   (905,298)      $ (2,125,655)
                                           ============       ============

     Loss per common share:
     Basic & fully diluted                 $      (0.05)      $      (0.13)
                                           ============       ============

4. FIXED ASSETS

The following table is a summary of fixed assets at January 31, 2006 and at
January 31, 2005:

                                              2006                 2005
                                           -----------          -----------

     Software                              $    89,778          $    89,172
     Lease Improvements                         27,904               22,504
     Furniture & Fixtures                       30,174               30,176
     Equipment                                 229,520              226,830
     Accumulated depreciation                 (313,287)            (269,691)
                                           -----------          -----------

     Fixed assets- net                     $    64,089          $    98,991
                                           ===========          ===========

5. STOCK WARRANTS OUTSTANDING

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

                                      F-9
<PAGE>
                                                                        Wgtd Avg
                                                       Wgtd Avg         Years to
                                      Amount        Exercise Price      Maturity
                                      ------        --------------      --------
Outstanding at February 1, 2004      1,678,056
  Issued                                23,675
  Expired                                    0
  Exercised                                  0
                                     ---------

Outstanding at January 31, 2005      1,701,731            $5              1.54
  Issued                             1,196,427
  Expired                                    0
  Exercised                                  0

                                     ---------
Outstanding at January 31, 2006      2,898,158            $5              2.56
                                     =========


The Company applied an option pricing model to determine the fair value of the
detachable stock warrants issued with the convertible preferred stock in fiscal
year 2006 and 2005. The following assumptions were used in the model. The
dividend yield is 0%, volatility is 20%, and the risk-free interest rate is
3.50%. The fair values generated by the options pricing model may not be
indicative of the future values, if any, that may be received by the warrant
holder.

The Company allocated $244,058 and $4,829 of the proceeds received from the
issuance of the preferred stock to additional paid in capital in fiscal years
2006 and 2005, respectively, as a result of the valuation of the warrants.

The Company has no formal stock option plan for employees.

                                      F-10
<PAGE>
6. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                   2006              2005
                                                -----------       -----------

Net loss before provision for income taxes      ($  913,975)      ($1,076,464)
                                                ===========       ===========
Current tax expense:
  Federal                                       $         0       $         0
  State                                                   0                 0
                                                -----------       -----------
  Total                                         $         0       $         0

Less deferred tax benefit:
  Timing differences                             (3,038,486)       (2,567,128)
  Allowance for recoverability                    3,038,486         2,567,128
                                                -----------       -----------
  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                              $ 3,038,486       $ 2,567,128
Allowance for recoverability                     (3,038,486)       (2,567,128)
                                                -----------       -----------
Deferred tax benefit                            $         0       $         0
                                                ===========       ===========

Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2020 to 2026 and may not be recoverable upon the purchase of the
Company under current IRS statutes.

7. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and short term deposits, prepaid expense, and
accounts payable and accrued expenses reported in the consolidated balance
sheets are estimated by management to approximate fair value at January 31, 2006
and January 31, 2005.

                                      F-11
<PAGE>
8. ISSUANCES OF COMMON STOCK

During fiscal year 2006, the Company issued 35,485 shares of common stock to
consultants for services rendered. In addition, the Company issued 437,528
shares of common stock to preferred A and preferred B stock holders to pay
preferred dividends in arrears.

During fiscal year 2005, the Company issued 60,000 shares of common stock to
consultants for services rendered. In addition, the Company issued 110,524
shares of common stock to preferred A and preferred B stock holders to pay
preferred dividends in arrears.

9. ISSUANCES 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. One common stock warrant is exercisable into one common
share at an exercise price of $5 and expires five years from the date of its
issuance.

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 five years from the date of
issuance.

In fiscal year 2006, the Company issued 1,196,427 shares of preferred B and
received net proceeds of $589,093. The Company applied $1,138,171 received in
fiscal 2005 for the preferred B towards this issuance.

In fiscal year 2005, the Company issued 23,675 shares of preferred B and
received net proceeds of $20,756.

At January 31, 2006 and January 31, 2005, the preferred dividends were in
arrears for $-0- and $653,879, respectively.

10. RELATED PARTY TRANSACTIONS

During fiscal years 2006 and 2005, the Company paid a consulting firm that is
owned by the chief executive officer, $295,319 and $355,863, respectively, for
marketing, investor relations, business planning, financial services, and public
relations consulting services.

During fiscal years 2006 and 2005, the Company sub-leased office space in New
York, New York from a consulting firm that is the principle lessee of the office
space. The company paid rent of $36,539 and $47,220 in fiscal years 2006 and
2005, respectively, for the space.

At January 31, 2005, the Company was indebted to an officer for $15,388. The
loan was unsecured and due on demand. The loan was paid in 2006.

                                      F-12
<PAGE>
11. CONCENTRATION OF CREDIT RISK

At January 31, 2006 and January 31, 2005, cash on deposit with financial
institutions in excess of insured amounts were $342,575 and $497,547,
respectively. In the event of the insolvency of these financial institutions,
the recovery of the Company's assets may be limited to a pro rata share of funds
available.

All of the Company's revenues are software development and maintenance fees on
the FX3000 received by contract arrangement from the joint venture, FX Direct
Dealer, LLC. A discontinuation of this relationship would have a material
adverse affect on the financial position of the Company.

12. GOING CONCERN

The accompanying consolidated financial statements have been presented in
accordance with generally accepted accounting principals, which assume the
continuity of the Company as a going concern. However, during the years ending
January 31, 2006 and January 31, 2005, the Company has experienced, and
continues to experience, certain going concern issues related to profitability.

Management's plans with regard to this matter are as follows:

Management has formulated plans in cooperation with the Board of FX Direct
Dealer, LLC to continue to improve the FX3000 currency trading platform. The
upcoming release of the new platform represents next generation technology that
will greatly increase the profit margin for the Company, while further reducing
the overall costs. Management has also focused plans to add new trading
instruments to the existing system, thus further expending the demand for its
software and thereby expanding revenues.

13. COMMITMENTS AND CONTINGENCIES

The Company is committed to a non-cancelable lease for office space in New York
City, New York expiring in 2012. Future minimum lease payments required under
this lease is as follows:

                2007                 $127,481
                2008                  131,306
                2009                  135,245
                2010                  139,302
                2011                  143,481
                2012                   24,448
                                     --------

               Total                 $573,781
                                     ========

The Company currently sub-leases this space to the joint venture company, FX
Direct Dealer on a "month to month" basis. There was no rent expense from this
space to the Company in fiscal 2006 and 2005.

                                      F-13