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

                                   FORM 10-KSB/A

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

                   For the fiscal year ended January 31, 2005


                        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]

The aggregate market value of voting stock held by Registrant's non-affiliates
on May 13, 2005 was $0.

The registrant's gross revenues for its most recent fiscal year were $940,195.

Number of shares outstanding of each of the registrant's classes of common
equity as of January 31, 2005 is, 16,790,127. There is no public market for
Registrant's securities at the date of this Report.
<PAGE>
                                   FORM 10-KSB
                                JANUARY 31, 2005
                        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                                              10
     ITEM 4.  Submission of Matters to a Vote of Security Holders            10

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                                           13
     ITEM 8.  Changes in and Disagreements with Accountants                  13

PART III

     ITEM 9.  Directors, Executive Officers, Promoters and
              Control Persons                                                14
     ITEM 10. Executive Compensation                                         20
     ITEM 11. Security Ownership of Certain Beneficial Owners
              and Management                                                 20
     ITEM 12. Certain Relationships and Related Transactions                 21
     ITEM 13. Exhibits and Reports on Form 8-K                               21

PART F/S

Signatures                                                                   22

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 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, 2005, the
Company presently carries the value of its investment in the joint venture at
$-0- (compared to $365,369 at January 31, 2004).

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. As a result of
changing economic conditions, the Company elected to terminate 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, only limited revenues
($940,195in fiscal 2005, compared to $630,581 in fiscal 2004) have been
generated from the Company's continuous software development and maintenance of
FX Direct Dealer platform and very limited revenues ($80,751 in fiscal 2005)
have resulted from the PromotionStat e-commerce software platform. 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 2000 the Company reached an
agreement with Tradition N.A., 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, which assumed all administrative,
funding and marketing responsibilities of commercializing the FX3000 system. The
Company retained a 25% interest in the joint venture and remained obligated to
complete the final development of the software to the specifications set by the
parties to the joint venture. 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,

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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.

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
operations of the upgraded FX3000 software platform began, on a limited basis,
during calendar year 2003 and have continued to develop and evolve through 2004.

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.

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

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     *    the real traffic on the pages of the ad promoter and compare those
          numbers with the numbers promised;
     *    the 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 once again. Promote4Free and PromotionStat
are two 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.

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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 Traditional 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
$1,436,378 (as compared to a net loss of $1,003,531 for fiscal 2004). 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 2004. 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.

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

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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 has entered 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 it will 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.

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.

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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.

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

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<PAGE>
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.

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

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 2005.

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<PAGE>
                                     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.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

BACKGROUND

Reason For Amendment:

Upon filing of the Company's Annual Report of Form 10-KSB on May 16, 2005, in
discussion with the Company's auditor management realized that an error had
occurred with respect to the manner in which the Company's revenues relating to
its Joint Venture were reported. In the Report as originally filed the Company
reflected total revenues for the fiscal year 2005 of $574,826. This was based
upon an erroneous offset of a portion of the Company's revenues against its
interest in the Joint Venture based upon a reported valuation of the Joint
Venture interest of $-0- as at January 31, 2005. However, although the Joint
Venture's current value was in fact reduced to $-0- as at January 31, 2005 due
to the ongoing substantial start-up costs experienced by the Joint Venture, the
revenues received by the Company for the upgrade and support of the FX3000
software were not related to the Company's interest in the joint Venture but,
rather, were paid by Tradition, N.A., the majority partner of the joint Venture,
as part of its obligations to the Joint Venture. Consequently, it was realized
that no offset of any portion of such revenues was appropriate by the Company.

As a result, total revenues for fiscal 2005 should have been reported as
$940,195. However, despite this error no change in the net loss or per share
figures for fiscal 2005 results since the Company should also have reported a
loss of the Joint Venture.

These items have now been corrected in the amended financial statements included
in this Report as well as throughout the Report and, in particular, in the
section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS."

                                       11
<PAGE>
General Background

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. In January 2001, the Company changed its name to
Advanced Technologies Group, Ltd., and purchased 100% of the issued and
outstanding shares of FX3000, Inc., a Delaware corporation, the designer of the
FX3000 software program. Although the Company had begun to generate revenues
from the leasing of the FX3000 software system, in March 2002, the Company
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 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 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, 2005
and January 31, 2004. Except for per share amounts, the financial amounts
discussed are rounded to the nearest thousandth.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

Total revenues for the fiscal year 2005 were $940,195 (compared to $608,849 for
fiscal 2004), which consisted of $859,444 in net revenues realized from the
FX3000 system administration, development and support (compared to $630,581 for
fiscal 2004) and $80,751 from the on-line use of the PromotionStat software
(compared to a loss of $21,732 for fiscal 2004), an aggregate increase of
$331,346 or just over 54%. This increase resulted primarily from increased
revenues related to the Company's FX3000

                                       12
<PAGE>
technology ($859,444 for fiscal 2005 compared to $630,581 for the prior year)
and initial revenues from the Company's PromotionStat technology ($80,751 for
fiscal 2005 compared to a loss of $21,732 for the prior year). During the year,
as promotion for the FX3000 software, management continued to offer the latest
version of the PromotionStat platform free of charge to new subscribers to the
FX3000 software. Management intends to continue this promotion in the
foreseeable future.

However, during fiscal 2005 the Company experienced a loss on its Joint Venture
investment of $365,369, thereby reducing the value of this investment to $-0-.
The decrease in the value of its Joint Venture investment was due primarily to
certain substantial, ongoing promotional and development efforts by the Joint
Venture which, although resulting in an immediate decline in value of the
Company's investment, are expected to increase utilization of the FX3000 system
by larger users and, therefore, resulting in substantially increased valuation
for this investment over the long term.

Management's cuts in its administrative costs, which began during fiscal 2004,
continued during 2005 despite a slight increase in these expenses overall. Total
general and administrative expense for fiscal 2005 was $2,016,659 compared to
$1,873,210 for last year, an increase of less than 8%. The main area of
increased costs was software maintenance expenses that increased to $557,939
(compared with only $227,044 in fiscal 2004), and promotion and advertising
which increased to $361,197 (compared to $319,706 in fiscal 2004). However,
management's efforts to reduce expenses proved successful with respect to
salaries and benefits, which decreased to $135,308 in fiscal 2005, compared to
$216,771 in fiscal 2004, consulting fees which decreased to $378,913 in fiscal
2005 compared to $407,324 in fiscal 2004, and general administration fees which
decreased to $554,792 during fiscal 2005, compared to $687,693 in fiscal 2004.

After deducting general and administrative costs, the Company experienced a loss
from operations of $1,441,833 for the fiscal 2005, compared to a loss of
$1,264,361 for last year. This represents an increase in the Company's loss of
14% over that experienced in fiscal 2004. Management attributes this to normal
fluctuations in revenues while commercial operations are established by both the
joint venture and the Company in its development of the PromotionStat
technology.

Net loss for fiscal 2005 was $1,436,378, or $0.13 per share, compared to a loss
of $1,003,531, or $.09 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, 2005 and January 31, 2004. At January 31, 2005 and
January 31, 2004, the preferred dividends were in arrears for $689,277 and
$552,602, respectively.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2005 cash on hand was $597,547 as compared with $361,856 at
January 31, 2004. During the year, the Company issued 406,481 shares of
preferred stock and received net proceeds of $1,158,927.

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. In addition, the Company repaid a shareholder loan in fiscal year
2005 in the amount of $57,019. The Company does not expect any material capital
expenditures in fiscal year 2006.

                                       13
<PAGE>
At January 31, 2005, the Company had working capital of $539,825 compared to
working capital of $308,499 at January 31, 2004. Working capital increased
mainly as a result of issuing preferred and common stock and preferred stock
subscriptions for cash.

Total assets at January 31, 2005 were $773,184 as compared to $907,715 at
January 31, 2004. The principal cause of this decrease in total assets at
January 31, 2005 was the depreciation of the Company's investment in the joint
venture to $-0- from $365,389 at January 31, 2004.

The Company's total stockholders' equity decreased to $678,119 at January 31,
2005 from $775,570 at January 31, 2004. Stockholders' equity decreased
principally because of the increased loss from operations experienced by the
Company, as offset in part by the issuance of preferred stock and preferred
stock subscriptions for cash during the period.

During the fiscal year 2005, the Company issued 110,524 shares of common stock
existing preferred shareholders to pay for preferred dividends in arrears. The
Company valued the dividend at $331,542.

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, 2005 and 2004 are submitted herewith as PART
F/S on Pages F-1 to F-14.

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          56     Chief Executive Officer & Chairman of the Board
                             of Directors

Stan Mashov           36     Vice President, Chief Technology Officer & Director

Dr. Abel Raskas       64     President, Senior Marketing Director and Director
                             of the Company; CEO and Director of Luxury 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 inception 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 has a
Bachelors Degree in Business Administration.

STAN MASHOV, VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER

Mr. Mashov 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.

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

                                       15
<PAGE>
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 have been convicted or are
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.

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:

                                       16
<PAGE>
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
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

                                       17
<PAGE>
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.

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

                                       18
<PAGE>
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.

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.

                                       19
<PAGE>
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 currently 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 edited two financial books and he has written numerous technical
publications. His education, technical background and experience in business
finance provides 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.

                                       20
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

The executive officers of the issuer received salaries during fiscal 2005 of
$135,308 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                  26.14%
32 Broadway, 3rd Floor
New York, NY 10004

Stan Mashov                                  827,778                   4.9%
32 Broadway, 3rd Floor
New York, NY 10004

Dr. Abel Raskas                            4,389,476                  26.14%
32 Broadway, 3rd Floor
New York, NY 10004

Officers & Directors
as a Group (3 Persons)                     9,606,730                  57.18%

----------
(1)  Based upon 16,790,127 issued and outstanding.

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

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
payable is reflected in loans from shareholders in the consolidated balance
sheet.

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

       3.2    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 19, 2005          By: /s/ Alex Stelmak
                                ------------------------------------
                                Alex Stelmak
                                Chief Executive Officer and Director

Dated: May 19, 2005           By: /s/ Abel Raskas
                                ------------------------------------
                                Abel Raskas
                                President and Director

Dated: May 19, 2005          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 19, 2005          By: /s/ Alex Stelmak
                                ------------------------------------
                                Alex Stelmak
                                Director

Dated: May 19, 2005          By: /s/ Abel Raskas
                                ------------------------------------
                                Abel Raskas
                                Director

Dated: May 19, 2005          By: /s/ Stan Mashov
                                ------------------------------------
                                Stan Mashov
                                Director

                                       23
<PAGE>
                           DONAHUE ASSOCIATES, L.L.C.
                           27 BEACH ROAD, SUITE CO5-A
                            MONMOUTH BEACH, NJ. 07750
                              PHONE: (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, 2005 and January 31, 2004 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 using auditing standards generally accepted
in the United States of America. 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 the 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 financial position of Advanced Technologies Group,
Ltd. as of January 31, 2005 and January 31, 2004 and the related consolidated
statements of operations and consolidated statement of changes in shareholders'
equity and cash flows for the years then ended 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, L.L.C.
-------------------------------------

Monmouth Beach, New Jersey
May 19, 2005

                                      F-1
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                   As of January 31, 2005 and January 31, 2004

<TABLE>
<CAPTION>
                                                                      2005                   2004
                                                                  ------------           ------------
<S>                                                               <C>                    <C>
ASSETS

Current assets:
  Cash & interest bearing deposits                                $    597,547           $    361,856
  Accounts receivable                                                   21,955                  6,381
                                                                  ------------           ------------
Total current assets                                                   619,502                368,237

Other assets:
  Property & equipment- net                                             98,991                118,811
  Investment in joint venture                                                0                365,369
  Security deposit                                                      45,000                 45,000
  Trademarks & patents- net                                              9,691                 10,298
                                                                  ------------           ------------

      Total assets                                                $    773,184           $    907,715
                                                                  ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

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

  Shareholder loan payable                                              15,388                 72,407

Shareholders' equity
  Series A preferred stock, one share convertible to one
   share of common 13% cumulative non-participating,
   authorized 1,000,000 shares at stated value of $3 per
   share, issued and outstanding 876,576 shares                      2,575,266              2,575,266
  Series B preferred stock, 1 share convertible to 1 share
   of common; 6% cumulative non-participating, authorized
   7,000,000 shares at Stated value of $3 per share, issued
   and outstanding 588,131 shares, subscribed shares, 802,379
   at January 31, 2005 and 395,838 at January 31, 2004               4,157,754              2,948,558
  Common stock - $.0001 par value, authorized 100,000,000
   shares, Issued and outstanding, 16,790,127 shares at
   January 31, 2005 and 16,619,603 shares at January 31, 2004            1,779                  1,662
  Additional paid in capital                                        29,355,886             28,894,730
  Accumulated deficit                                              (35,412,566)           (33,644,646)
                                                                  ------------           ------------
Total shareholders' equity                                             678,119                775,570
                                                                  ------------           ------------

      Total Liabilities & Shareholders' Equity                    $    773,184           $    907,715
                                                                  ============           ============
</TABLE>

See the notes to the financial statements.

                                      F-2
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Operations
            For the Years Ended January 31, 2005 and January 31, 2004


                                                    2005               2004
                                                ------------       ------------
Revenues:
  Net revenues FX3000                           $    859,444       $    630,581
  Net revenues PromotionStat                          80,751            (21,732)
                                                ------------       ------------
      Total net revenues                             940,195            608,849

General and administrative expenses:
  Salaries and benefits                         $    135,308       $    216,771
  Promotion & advertising                            361,197            319,706
  Consulting                                         378,913            407,324
  Software maintenance                               557,939            227,044
  General administration                             554,792            687,693
  Depreciation                                        28,510             14,672
                                                ------------       ------------
      Total general & administrative expenses      2,016,659          1,873,210
                                                ------------       ------------
Net loss from operations                          (1,076,464)        (1,264,361)

Other revenues and expenses:
  Gain (loss) on joint venture investment           (365,369)           236,125
  Other income                                             0             29,168
  Interest income                                      5,455              3,144
  Interest expense                                         0             (7,607)
                                                ------------       ------------
Net loss before provision for income taxes        (1,436,378)        (1,003,531)

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

Net loss                                        $ (1,436,378)      $ (1,003,531)
                                                ============       ============
Loss per common share:
Basic & fully diluted                           $      (0.13)      $      (0.09)

Weighted average of common shares:
Basic & fully diluted                             16,725,172         16,596,359


See the notes to the financial statements.

                                      F-3
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Cash Flows
            For the Years Ended January 31, 2005 and January 31, 2004

<TABLE>
<CAPTION>
                                                                  2005                  2004
                                                              -----------           -----------
<S>                                                           <C>                   <C>
Operating Activities:
  Net loss                                                    $(1,436,378)          $(1,003,531)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Amortization                                                     607                   606
     Depreciation                                                  54,871                27,107
     Gain (loss) on joint venture                                 365,369              (236,125)
     Consulting expense                                           180,000               243,820
  Changes in other operating assets and liabilities:
     Accounts receivable                                          (15,574)               (3,620)
     Accounts payable & accrued expenses                           19,939                12,315
                                                              -----------           -----------
Net cash used by operations                                      (831,166)             (959,428)

Investing Activities:
  Purchase of property & equipment                                (35,051)              (23,549)
                                                              -----------           -----------
Net cash provided by investing activities                         (35,051)              (23,549)

Financing Activities:
  Issuance of common stock                                              0                93,000
  Issuance of preferred stock                                           0               718,410
  Subscriptions received                                        1,209,196               429,307
  Placement fees                                                  (50,269)              (13,068)
  Shareholder loan                                                (57,019)             (100,065)
                                                              -----------           -----------
Net cash provided by financing activities                       1,101,908             1,127,584
                                                              -----------           -----------

Net increase (decrease) in cash during the period                 235,691               144,607

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

Cash balance at end of the fiscal year                        $   597,547           $   361,856
                                                              ===========           ===========
Interest paid during the period                               $         0           $         0
Income taxes paid during the period                           $         0           $         0
</TABLE>

See the notes to the financial statements.

                                      F-4
<PAGE>
                        Advanced Technologies Group, Ltd.
            Consolidated Statement of Changes in Shareholders' Equity
                    From February 1, 2003 to January 31, 2005

<TABLE>
<CAPTION>
                                Common       Common    Preferred    Preferred       Paid in       Accumulated
                                Shares       Value      Shares        Value         Capital         Deficit         Total
                                ------       -----      ------        -----         -------         -------         -----
<S>                            <C>          <C>         <C>         <C>            <C>            <C>             <C>
Balance at January 31, 2003   16,520,853   $ 1,652     1,478,033   $ 4,453,455    $28,534,210    $(32,623,330)   $   365,987

Issued Preferred Class A                                   4,000        11,560                                        11,560
Issued Preferred Class B                                 235,470       679,771                                       679,771
Preferred stock subscribed                               143,102       429,307                                       429,307

Beneficial conversion feature                                                          14,011                         14,011

Dividends paid                                                                                        (17,785)       (17,785)

Issuance of common stock          31,000         3                                     92,997                         93,000

Shares issued for services        67,750         7                                    203,243                        203,250

Net loss for the fiscal year                                                                       (1,003,531)    (1,003,531)
                              ----------   -------     ---------   -----------    -----------    ------------    -----------

Balance at January 31, 2004   16,619,603     1,662     1,860,605     5,574,093     28,844,461     (33,644,646)       775,570

Preferred stock subscribed                               406,481     1,158,927                                     1,158,927

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

Dividends paid                   110,524       111                                    331,431        (331,542)             0

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

Balance at January 31, 2005   16,790,127   $ 1,779     2,267,086   $ 6,733,020    $29,355,886    $(35,412,566)   $   678,119
                              ==========   =======     =========   ===========    ===========    ============    ===========
</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, 2005 AND JANUARY 31, 2004


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

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

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

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

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

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

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

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

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

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

                                      F-6
<PAGE>
PROPERTY & EQUIPMENT- Office and computer equipment are stated at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful life of the asset. The following is a summary of the estimated
useful lives used in computing depreciation expense:

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

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

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

DEBENTURES PAYABLE- The Company applies Emerging Issues Task Force (EITF) No.
98-5, ACCOUNTING FOR CONVERTIBLE DEBT ISSUED WITH BENEFICIAL CONVERSION
FEATURES. EITF No.98-5 requires that a beneficial conversion feature be
recognized upon the issuance of convertible securities with a favorable
conversion feature, and the resultant debt discount be amortized to interest
expense during the period from the date of issuance to the date the securities
become convertible.

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.

RECENT ACCOUNTING PRONOUNCEMENTS-

EITF 03-16: In March 2004, the EITF reached a consensus regarding Issue No.
03-16, "Accounting for Investments in Limited Liability Companies" ("EITF
03-16"). EITF 03-16 requires investments in limited liability companies ("LLCs")
that have separate ownership accounts for each investor to be accounted for
similar to a limited partnership investment under Statement of Position No.
78-9, "Accounting for Investments in Real Estate Ventures." Investors are
required to apply the equity method of accounting to their investments at a much
lower ownership threshold than the 20% threshold applied under APB No. 18, "The
Equity Method of Accounting for Investments in Common Stock." The adoption of
EITF 03-16 did not have a material impact on the financial condition or results
of operations.

                                      F-7
<PAGE>
EITF 04-1: In September 2004, the EITF reached a consensus regarding Issue No.
04-1, "Accounting for Preexisting Relationships Between the Parties to a
Business Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a
business combination to evaluate any preexisting relationship with the acquiree
to determine if the business combination in effect contains a settlement of the
preexisting relationship. A business combination between parties with a
preexisting relationship should be viewed as a multiple element transaction.
EITF 04-1 is effective for business combinations after October 13, 2004, but
requires goodwill resulting from prior business combinations involving parties
with a preexisting relationship to be tested for impairment by applying the
guidance in the consensus. The adoption of EITF 04-1 did not have a material
impact on the financial condition or results of operations.

SFAS NO. 123R : In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment" ("SFAS No. 123R"), which replaces SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123") and supercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123R
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values, beginning with the first interim or annual period after June 15, 2005,
with early adoption encouraged. In addition, SFAS No. 123R will cause
unrecognized expense (based on the amounts in our pro forma footnote disclosure)
related to options vesting after the date of initial adoption to be recognized
as a charge to results of operations over the remaining vesting period. The
adoption of SFAS No. 123R did not have a material impact on the financial
condition or results of operations.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, deposits with clearing broker, and accounts
payable and accrued expenses and subscriptions payable reported in the balance
sheet are estimated by management to approximate fair value.

3. NET LOSS PER SHARE

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

As of January 31, 2005 and January 31, 2004, the Company had 1,468,687 common
stock equivalents outstanding. The calculation of fully diluted loss per share
excludes outstanding common stock equivalents at January 31, 2004 and January
31, 2003 because their inclusion would be anti-dilutive.

The net income available to common shareholders reported in the financial
statements has been adjusted by the cumulative dividends due to preferred
shareholders at January 31, 2005 and January 31, 2004 in calculating the loss
per share. The weighted average of common shares outstanding has been computed
as follows:

                                      F-8
<PAGE>
                                              2005                   2004
                                          ------------           ------------

     Shares outstanding                     16,790,127             16,619,603
                                          ============           ============

     Weighted average                       16,725,172             16,596,359
                                          ============           ============

     Net loss                             $ (1,436,378)          $ (1,003,531)

     Loss available to preferred              (689,277)              (552,602)
                                          ------------           ------------

     Common net income                    $ (2,125,655)          $ (1,556,133)
                                          ============           ============

     EPS                                  $      (0.13)          $      (0.09)
                                          ============           ============

4. ISSUANCE OF PREFERRED STOCK

The classes of preferred stock issued are as follows:

     CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3
     per share and a cumulative non-participating dividend of 13%. The Class A
     preferred stock is convertible into common stock at a conversion ratio of
     one preferred share for one common share. Each Class A preferred share
     includes one detachable common stock warrant. One common stock warrant is
     exercisable into one common share at an exercise price of $5 and expires in
     September 2005, extended from September 2004.

     CLASS B PREFERRED STOCK: Class B preferred stock has a stated value of $3
     per share and a cumulative non-participating dividend of 6%. The Class B
     preferred stock is convertible into common stock at a conversion ratio of
     one preferred share for one common share. Each Class B preferred share
     includes one detachable common stock warrant. One common stock warrant is
     exercisable into one common share at an exercise price of $5 and expires in
     September 2006, extended from September 2005.

In fiscal year 2004, the Company issued 4,000 shares of preferred A and 235,470
shares of preferred B and received net proceeds of $705,342. In addition, the
Company is holding subscriptions at January 31, 2005 and January 31, 2004 of
$2,407,138 and $1,197,942, respectively, representing 802,379 and 395,838 shares
of preferred B, respectively.

At January 31, 2005 and January 31, 2004, the preferred dividends were in
arrears for $653,879 and $552,602, respectively.

                                      F-9
<PAGE>
5. PROPERTY AND EQUIPMENT

The following table is a summary of property and equipment at January 31, 2005
and January 31, 2004.

                                               2005                 2004
                                            ---------            ---------
     Promotion Stat Software                $  89,172            $  89,172
     Lease Improvements                        22,504               45,613
     Furniture & Fixtures                      30,176               26,766
     Equipment                                226,830              189,190
     Accumulated depreciation                (269,691)            (231,930)
                                            ---------            ---------

     Net property & equipment               $  98,991            $ 118,811
                                            =========            =========

6.  STOCK WARRANTS OUTSTANDING

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

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

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

Outstanding at January 31, 2002       833,556

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

Outstanding at January 31, 2003     1,237,967

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

Outstanding at January 31, 2004     1,772,659

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

Outstanding at January 31, 2005     1,772,659            $5               1.14
                                   ==========

                                      F-10
<PAGE>
The Company applied the Black-Scholes option pricing model to determine the fair
value of the detachable stock warrants and common stock warrants issued in
fiscal year 2004. The following assumptions were used in the model. The dividend
yield is 0%, volatility is 20%, and a risk-free interest rate of 2%. The fair
values generated by the Black-Scholes model may not be indicative of the future
values, if any, that may be received by the warrant holder.

As a result of the fair value calculations, the Company allocated $14,011 of the
proceeds received from the issuance of the warrants in fiscal year 2004 to the
beneficial conversion feature.

The Company has no formal stock option plan for employees.

7. ADDENDUM TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

The following transactions occurring during the fiscal years ended January 31,
2005 and January 31, 2004 were excluded from the calculation of the consolidated
statement of cash flows since they did not involve a transfer of cash.

During fiscal year 2004, the Company recorded a gain of $236,125 on its
investment in a joint venture which represents the increase of the Company's
value of the Company's share in the joint venture.

During fiscal year 2004, the Company issued 67,750 shares of common stock for
consulting services and recorded as an expense of $203,250 in the consolidated
statements of operations.

During fiscal year 2004, the Company issued 303,972 common stock warrants to
existing shareholders as a dividend valued using the Black-Sholes Options
Pricing Model at $17,785.

During fiscal year 2005, the Company issued 60,000 shares of common stock for
consulting services and recorded as an expense of $180,000 in the consolidated
statements of operations.

8. RELATED PARTY TRANSACTIONS

The Company is indebted to an officer and a shareholder January 31, 2005 and
January 31, 2004 for $15,388 and $72,407, respectively. The loan is unsecured
and due on demand. Interest is imputed on the loan at the Company's cost of
capital of 7.50% and has been recorded in the consolidated statements of
operations for fiscal years 2005 and 2004 of $1,511 and $7,607, respectively.

In fiscal 2005, the Company sublet all of its office space to Tradition NA, the
parent company of Direct Dealer FX.

9. CONCENTRATION OF CREDIT RISK

At January 31, 2005 and January 31, 2004, cash on deposit with financial
institutions in excess of insured amounts were $497,547 and $261,856,
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.

                                      F-11
<PAGE>
The Company derives over 85% of its revenues in fiscal year 2005 from its
investment in the joint venture with Direct Dealer FX. A discontinuation of this
relationship would have a material adverse affect on the financial position of
the Company.

10. INCOME TAXES

   Provision for income taxes is comprised of the following:

                                                      2005              2004
                                                  -----------       -----------
Net loss before provision for income taxes        $(1,441,833)      $(1,813,005)
                                                  ===========       ===========
Current tax expense:
  Federal                                         $         0       $         0
  State                                                     0                 0
                                                  -----------       -----------
  Total                                           $         0       $         0

Less deferred tax benefit:
  Timing differences                               (2,715,468)       (2,457,446)
  Allowance for recoverability                      2,715,468         2,457,446
                                                  -----------       -----------
  Provision for income taxes                      $         0       $         0
                                                  ===========       ===========

A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:

Statutory U.S. federal rate                                34%               34%
Statutory state and local income tax                       10%               10%
Less allowance for tax recoverability                     -44%              -44%
                                                  -----------       -----------
Effective rate                                              0%                0%
                                                  ===========       ===========

Deferred income taxes are comprised of the following:

Timing differences                                $ 2,715,468       $ 2,457,446
Allowance for recoverability                       (2,715,468)       (2,457,446)
                                                  -----------       -----------
Deferred tax benefit                              $         0       $         0
                                                  ===========       ===========

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

11. ISSUANCES OF COMMON STOCK AND DIVIDENDS PAID

During the fiscal year 2004, the Company issued 67,750 shares of common stock to
consultants for services rendered. The Company valued the transaction using the
price of the preferred shares of $3 per share issued during the year, with each
preferred share convertible into one share of common stock. Consequently, the
Company recorded a consulting expense of $203,250 in the consolidated statements
of operations in fiscal year 2004.

                                      F-12
<PAGE>
During the fiscal year 2004, the Company issued 31,000 shares of common stock
and received proceeds of $93,000.

During fiscal year 2004, the Company issued 303,972 common stock warrants to
existing shareholders as a dividend. Each warrant is convertible into one share
of common stock at an exercise price of $5 and expires in July 2006. The Company
recorded a dividend paid of $17,785 in fiscal year 2004 valuing the warrants
using the Black Sholes Options Pricing Model discussed in Note 6.

During the fiscal year 2005, the Company issued 60,000 shares of common stock to
consultants for services rendered. The Company valued the transaction using the
price of the preferred shares of $3 per share issued during the year, with each
preferred share convertible into one share of common stock. Consequently, the
Company recorded a consulting expense of $180,000 in the consolidated statements
of operations in fiscal year 2005.

During the fiscal year 2005, the Company issued 110,524 shares of common stock
existing preferred shareholders to pay for preferred dividends in arrears. The
Company valued the dividend at $331,542.

12. GOING CONCERN CONSIDERATIONS

The accompanying 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 twelve months ending January 31,
2005 and in the prior several fiscal years, 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 FXDD 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.

Management expects to greatly increase revenues with the expectation of
achieving profitability within 12 months.

In addition, the management is increasing the capabilities of the PromotionStat
Internet analyzing software to adapt this technology to the on-line trading
industry.

                                      F-13
<PAGE>
13. COMMITMENTS AND CONTINGENCIES

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

          2006                         $123,768
          2007                          127,481
          2008                          131,306
          2009                          135,245
          2010                          139,302
          Thereafter                    167,929
                                       --------

          Total                        $701,262
                                       ========

Rent expense for fiscal year 2004 and 2003 was $48,199 and $103,921,
respectively. The Company currently leases space in New York City on a "month to
month" basis. In fiscal 2005, the Company sublet the office space described
above to Tradition NA, the parent company of FX Direct Dealer, LLC.

14. SUBSEQUENT EVENT

In March 2005, the Company issued 109,994 shares of common stock to its
preferred shareholders to pay for dividends in arrears on the preferred stock.

                                      F-14