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

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

                   For the fiscal year ended January 31, 2007


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

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

                   32 Broadway, 3rd Floor, New York, NY 10004
           (Address of Principal Executive Offices Including Zip Code)

                                 (212) 968-0941
                         (Registrant's Telephone Number)

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

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

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

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

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

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

The aggregate market value of voting stock held by Registrant's non-affiliates
on January 31, 2007 was $13,542,504.

The registrant's gross revenues for its most recent fiscal year were $1,306,012.

Number of shares outstanding of each of the registrant's classes of common
equity as of January 31, 2007 is 18,056,673. The Company's Common Stock has been
approved for trading on the OTC Bulletin Board system under the trading symbol
"AVGG". There is very limited trading and limited liquidity of these securities
at the date of this Report.
<PAGE>
                                   FORM 10-KSB
                                JANUARY 31, 2007
                        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                                            14
     ITEM 8.  Changes in and Disagreements with Accountants                   14

PART III

     ITEM 9.  Directors, Executive Officers, Promoters and
              Control Persons                                                 14
     ITEM 10. Executive Compensation                                          19
     ITEM 11. Security Ownership of Certain Beneficial Owners
              and Management                                                  20
     ITEM 12. Certain Relationships and Related Transactions                  20
     ITEM 13. Exhibits and Reports on Form 8-K                                21

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 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 platform to FX Direct Dealer, LLC, a joint
venture company that markets the FX3000 platform. The Company received a 25%
interest in the joint venture in return for the transfer. The remaining 75% of
the joint venture is owned by Tradition, N.A., a subsidiary of Compagnie
Financiere Tradition, a major Swiss-based financial company. The un-depreciated
cost of the FX3000 software at the date of the transfer was $1,670,485. However,
as of January 31, 2007, the Company presently carries the value of its
investment in the joint venture at $-0-.

At that point, the Company ceased all its efforts to directly market the FX3000
software and redirected its efforts to the acquisition, development and
commercialization of other types of technology intended primarily 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 marketing of jewelry, watches and other
luxury items 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 potential for generating significant revenues and profits for the
Company. The PromotionStat program will allow on-line retailers and advertisers

                                       1
<PAGE>
to verify customers and categorize the patrons of on-line retail stores. Due to
economic conditions, the Company terminated Luxury's on-line marketing
operations and devoted all of its efforts and resources to complete the
development and initiate the commercialization of the PromotionStat and
Promote4Free technologies.

The Company, through its wholly owned subsidiaries, seeks to generate revenue
through its investment in FX Direct Dealer and the PromotionStat e-commerce
advertising screening software. To date, limited revenues ($1,306,012 in fiscal
2007 compared to $951,644 in fiscal 2006 have been generated from the Company's
continuous software development and maintenance of FX Direct Dealer platform and
no revenues have resulted from the PromotionStat e-commerce software platform
during fiscal 2007. 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 platform, a Java-based online foreign
currency 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 traders access to 24-hour, commission-free foreign exchange dealing,
using inter-bank liquidity and efficiencies. As mentioned above, in 2002 the
Company reached an agreement with Tradition N.A., a subsidiary of Compagnie
Financiere Tradition, a major international financial institution, to implement
FX3000 on a commercial scale through a joint venture with the Company.

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

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

                                       2
<PAGE>
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 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. Platform's 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 platform 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 2007.

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.

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

                                       3
<PAGE>
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.

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 its 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.

                                       4
<PAGE>
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:

     *    Real traffic on the pages of the ad promoter and compare those numbers
          with the numbers promised;

     *    Efficiency of Company A's banner based on the CTR so that Company A
          may make effective modifications to its advertising.

                                       5
<PAGE>
     *    By utilizing a special filtering feature in the PromotionStat
          reporting system, Company A can input the special reference number
          assigned SomeAdvertiser.com and receive the actual number of unique
          visitors that came from their web page daily.

     *    Company A can receive detailed information about these visitors
          including date and time of their visit, where they came from, who
          referred them, their IP number and the geographic region they are
          from.

     *    Company A can receive information regarding which pages were visited,
          which product, department or category was of most interest and which
          resulted in actual sales for each day of the week broken down by
          referral source or tracked on an individual basis.

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

PROMOTE4FREE, INC.

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

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

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

                                       6
<PAGE>
III. COMPETITION

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

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

IV. RISK FACTORS

1. LIMITED OPERATING HISTORY AND RECORD OF EARNINGS. The Company has only a
limited history of operations. The Company has transferred its principal
technology to a joint venture formed with Tradition N.A., a major brokerage and
financial company, in exchange for a 25% interest in the joint venture. The
joint venture has only recently begun to market the FX3000 software system and
to provide revenues to the Company. The Company is also developing additional
software product aimed at the e-commerce market, although no assurance can be
given as to when these additional technologies will result in operating revenues
to the Company. For fiscal year 2007, the Company realized a net loss of
$618,337 (as compared to a net loss of $905,298 for fiscal 2006).

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 2007. 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
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.

                                       7
<PAGE>
4. POSSIBLE ADVERSE EFFECT OF REGULATORY CHANGES. At present, none of the
business segments where the Company plans to operate have significant government
regulation that could be expected to adversely affect the commercialization of
the Company's technologies. However, all of the Company's present technology is
related to the Internet and it is possible that the current federal, state or
local laws and regulations which apply to the Internet and which relate to
services the Company plans to offer its customers, may change in the future.
Although it is not possible to predict the extent of any such changes, and
although management is not aware of any pending adverse changes in the
regulations applicable to Its planned business operations, it is possible that
future or unforeseen changes may have an adverse impact upon the Company's
ability to continue or expand operations as presently planned.

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

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

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

8. RISK OF TECHNOLOGICAL OBSOLESCENCE. All industries based upon innovative
technology, such as the Company's planned Internet-based systems, are
characterized by rapid technological advances, evolving industry standards in
computer hardware and software technology, changes in customer requirements and

                                       8
<PAGE>
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. LIMITED PUBLIC MARKET FOR SECURITIES. The Registrant's securities are listed
on OTC.BB of NASDAQ under trading symbols "AVGG". There is very limited trading
and limited liquidity of these securities at the date of this Report. Although
management expects that a more liquid market will develop for its Common Shares
in the future, no assurance can be given that the 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
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.

                                       9
<PAGE>
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, 2007 with
an option to extend until February, 2009. The Company currently pays rent of
approximately $3,700 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

Following the end of the fiscal year, a former consultant to the Company brought
a suit in a court of the State of New York against the Company and certain of
its management alleging that he was entitled to receive certain shares of the
Company's common stock and for other damages. The Company has retained special
litigation counsel and will vigorously defend against the claims made by the
plaintiff in that action. After consulting with such counsel management believes
that the claims made by the plaintiff are without merit and expects to prevail
in all respects in that action. A Federal suit brought by same individual was
dismissed with prejudice in 2006.

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

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

A matter of merging with Dialog International, Inc. ("Star Galaxy") has been
submitted to a vote of security holders during fiscal 2007. It was approved and
Form 8-K was filed in fiscal 2007.

                                       10
<PAGE>
                                     PART II

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

(a) The Registrant's securities are listed on OTC.BB of NASDAQ under "AVGG".
There is very limited trading and limited liquidity of these securities at the
date of this Report. No assurance can be given that the trading market that
develops will be sustained or that shareholders will be able to sell their
shares.

(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

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. Although the Company had begun to generate revenues
from the leasing of the FX3000 software system, in March 2002, the Company
transferred its FX3000 system to FX Direct Dealer, LLC, a joint venture company
that will market the FX3000 software program. At that time the Company
terminated all existing leases for the FX3000 system. The Company received a 25%
interest in the joint venture company in return for the transfer. The remaining
75% of the joint venture company is owned by Tradition, N.A., a subsidiary of
Compagnie Financiere Tradition, a major Swiss- based financial company.

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

Technological feasibility for PromotionStat has been established as per SFAS 86,
Paragraph 4 at the time a working model was established in 2002

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,

                                       11
<PAGE>
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, 2007
and January 31, 2006.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

Total gross revenues for the fiscal year 2007 were $1,306,012 (compared to
$951,644 for fiscal 2006), which consisted of $1,306,012 in revenues realized
from the FX3000 joint venture (compared to $951,644 for fiscal 2006) and $-0-
from the on-line use of the PromotionStat software (same for fiscal 2006). After
costs of revenues of $793,758 (compared to $624,877 for fiscal 2006) the Company
realized net revenues of $512,254 for fiscal 2007, compared to $326,767 for
fiscal 2006. The increase in net revenues was due primarily to the increase in
revenues from the FX3000 joint venture. Although no independent feasibility
studies have been conducted by management with respect to its PromotionStat
software, based solely upon feedback from the limited number of users of that
technology to date, management believes that a market does exist for this
product. However, with its primary focus being on its FX3000 joint venture,
management cannot predict when it will have adequate funds to devote to the
promotion and commercialization of the PromotionStat technology.

 It is important to note that during fiscal 2006 the Company's efforts with
respect to PromotionStat resulted in very limited initial revenues with respect
to this technology. During fiscal 2007 management elected to freeze any
additional development and/or expansion of that platform and elected to only
offer its use as a promotion (free of charge) to new subscribers to the FX3000
software. Management intends to continue this promotion in the foreseeable
future and does not expect any revenues from its PromotionStat technology during
the current fiscal year.

Management's cut its administrative costs, which began during fiscal 2004,
continued during 2007 with total general and administrative expense for fiscal
2007 declining to $ 1,204,362 compared to $1,240,742 for last year, a decrease
of $30,380 or slightly less than 1%. The main area of decreased costs was
promotion and advertising costs which decreased to $108,398 (compared to
$347,786 in fiscal 2006); and depreciation expenses which decreased to $24,594
(compared to $34,752 in fiscal 2006). However, the Company did realize increases
in salaries and benefits, which rose to $319,076 (compared to $293,664 in fiscal
2006) and in general administration expenses which rose to $543,274 (compared to
$356,861 in fiscal 2006).

During fiscal 2007 management's principal focus was on the joint venture for its
FX3000 technology. Virtually all of its resources and efforts went into
providing the support and technology upgrades required by its joint venture

                                       12
<PAGE>
partner to expand the operations of the joint venture company. Management
expects this focus to continue for the foreseeable future. For this reason, the
major areas of expenses for the Company continue to be related to its FX3000
technology including software consulting and development costs. During fiscal
2007 there was an increase in the software development and software maintenance
costs charged to the joint venture company, which remain the Company's only
source of revenues.

After deducting general and administrative costs, the Company experienced a loss
from operations of $692,108 for the fiscal 2007, compared to a loss of $913,975
for last year. This represents a decrease in the Company's loss of $221,867 or
approximately 22.22% over that experienced in fiscal 2006. Management attributes
this to normal fluctuations in revenues while commercial operations are
established by the joint venture and the Company's continued success in reducing
operating costs.

Net loss for fiscal 2007 was $618,337, or $0.04 per share, compared to a loss of
$905,298, or $.05 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, 2007 and January 31, 2006. At January 31, 2007 and
January 31, 2006, the preferred dividends were in arrears for $-0- for both
years.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2007 cash on hand was $262,081 as compared with $442,575 at
January 31, 2006. During fiscal 2007, the Company issued 101,588 shares of
preferred stock and received net proceeds of $287,835. In fiscal years 2007 and
2006, the Company issued 1,271,850 and 1,196,427, respectively, to preferred
shareholders in conjunction with the issuances of the preferred stock. In 2007,
the Company also issued 1,683,252 "loyalty" warrants to the preferred stock
shareholders.
The Company allocated $12,192 and $244,058 of the proceeds received from the
issuance of the warrants in conjunction with the preferred stock issuances to
additional paid in capital in fiscal years 2007 and 2006, respectively.

The Company used these cash proceeds to pay for its business operations and to
purchase and upgrade its computer hardware. The Company does not expect any
material capital expenditures in fiscal year 2008.

At January 31, 2007, the Company had working capital of $145,051 compared to
working capital of $393,066 at January 31, 2006. Working capital decreased
mainly as a result of reduced cash on hand due to normal fluctuations in the use
of cash by the Company, discontinued subscriptions to Company's Preferred Stock
and substantial increase in Legal Fees in connection with contemplated
acquisition of Dialog International Inc. ("Star Galaxy") for which Form 8-K was
filed with the SEC.

Total assets at January 31, 2007 were $367,017 as compared to $560,749 at
January 31, 2006. The principal cause of this decrease in total assets at
January 31, 2007 was the decrease in cash on hand and prepaid expenses at
January 31, 2007.

The Company's total stockholders' equity decreased to $249,987 at January 31,
2007 from $466,240 at January 31, 2006. Stockholders' equity decreased
principally because of the loss from operations experienced by the Company, as
offset in part by the issuance of preferred stock for cash during the period.

                                       13
<PAGE>
During the first half of fiscal year 2007, the Company issued 216,791 shares of
common stock to consultants for services rendered. The services were valued at
$114,249. During fiscal year 2006, the Company issued 35,485 shares of common
stock to consultants for services rendered. In addition, the Company issued a
stock dividend of 437,528 shares of common stock to the holders of the preferred
stock.

During fiscal 2006 and 2007, FXDirectDealer LLC, the Company's joint venture
with Tradition NA began to recognize a net profit from operations. However, due
to the loans that Tradition had made to the joint venture during the initial
years when it was developing its business operations, all of the net profits
generated to date have been applied to the partial repayment of these loans.
Management believes that, based upon the rate of growth of the joint venture's
operations and its projected profitability, all loans due to Tradition will be
fully repaid during fiscal 2008. Thereafter, management expects that the Company
will begin to receive profit distributions on a quarterly basis as provided for
in the joint venture agreement.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements of the Company are filed as a part of this Annual
Report. Included are the audited statements of Advanced Technologies Group, Ltd.
for the years ending January 31, 2007 and 2006 are submitted herewith 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       58      Chief Executive Officer, Chairman of the Board
                           of Directors & CFO

Stan Mashov        38      Vice President, Chief Technology Officer & Director

Dr. Abel Raskas    66      President, Senior Marketing Director and Director
                           of the Company; CEO and Director of Luxury Lounge and
                           its Subsidiaries

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

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

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

ALEX STELMAK, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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

STAN MASHOV, VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER

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

DR. ABEL RASKAS, PRESIDENT/SENIOR MARKETING DIRECTOR

Dr. Raskas has served as a director of the Company since 1998. He is also
Founder and President of Luxury Lounge, Inc. - an Internet wholesaler and
retailer of luxury and premium quality goods and services recently acquired by
the Company. Prior to establishing Luxury Lounge, Inc. Dr Raskas served as Vice
President of Trimol Group, Ltd., a Publicly Held company engaged in the business
of producing specialized documents through patented software. As a Principal of
Trimol Group, Ltd, Dr. Raskas was instrumental in bringing the Company to the
Public Market. Prior to joining Trimol, from 1991 to 1998, he was a Principal

                                       15
<PAGE>
and Vice President of Ocean Bridge International, Ltd., a company principally
engaged in commercial finance and International trade with Eastern European
countries. From 1980 to 1986 Dr. Raskas was the Founder and Principal of ABDATA
Independence, Inc., a computer service bureau that was acquired in 1986 by
Sandata Corp. Following the sale of ABDATA, Dr. Raskas remained a director of
Marketing for Sandata Corp. until 1991. During this same period Dr. Raskas
managed a data processing school and was one of the founders of CAIS Systems, a
computer advertising information system. From 1966 through 1979 Dr. Raskas was
an independent consultant in the design and implementation of management
information systems ("MIS") to different industries. Dr. Raskas holds the
equivalent of a Doctorate Degree in business management and computer science
from St. Petersburg University (received in 1973). He has authored 20 articles
and one book all in the field of business management and computer science.

KEY EMPLOYEES

DMITRY FINKELSTEIN, DIRECTOR OF SOFTWARE DEVELOPMENT

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

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

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.

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.

                                       17
<PAGE>
CARL P. RANNO, SPECIAL LEGAL ADVISOR TO THE BOARD OF DIRECTORS

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

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

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

DR. JOSEPH MEDVED, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

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

THEODORE JAY, PATENT COUNSEL TO THE BOARD OF DIRECTORS

Mr. Jay has been an attorney his entire career, having been admitted to practice
before the bar in New York, New Jersey and Connecticut as well as being admitted
to practice as a patent attorney in the United States Patent and Trademark
Office. In 1946 he became a member of the patent department for GTE and was

                                       18
<PAGE>
promoted successively from the position of Patent Attorney for the Research
Laboratories to a Counsel for Telephone and Electronic Systems. During his
tenure with GTE Mr. Jay led negotiations in concluding world-wide patent cross
licenses with General Electric, AT&T and other major corporations as well as
directing various types of patent and trademark litigation. During his
employment with GTE Mr. Jay prepared and filed over 300 patent applications in
various electronic, mechanical and chemical fields. In 1987 Mr. Jay accepted
early retirement from GTE and established his present independent practice
providing patent, copyright and Science Degree in General Engineering from the
Massachusetts Institute of Technology and his Doctorate of Law Degree from New
York University School of Law. Mr. Jay was directly responsible for the
successful completion of Patent Pending Application for FX3000 Proprietary
Internet Currency Trading System.

SHOLIM GINSBURG, STRATEGIC TECHNOLOGY ADVISOR TO THE BOARD OF DIRECTORS

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

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

Mr. Lew is a consultant in the merger/acquisition business. Mr. Lew has been an
Officer/Director of a public company since January 2000. He holds an M.B.A. in
Business Finance, a B.Sc. in Cell Biology, and a B.A. in Chemistry from the
University of Washington and Seattle City University. Mr. Lew has produced and
edited two financial books and he has written numerous technical publications.
His education, technical background and experience in business finance provide a
valued source of technical and financial guidance.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

ITEM 10. EXECUTIVE COMPENSATION

The executive officers of the issuer received salaries, benefits and other
compensation during fiscal 2007 of $287,060 in the aggregate. At present, there
are no written employment agreements between the Company and any of its officers
or directors.

                                       19
<PAGE>
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              24.31%
     32 Broadway, 3rd Floor
     New York, NY 10004

     Stan Mashov                          827,778               4.58%
     32 Broadway, 3rd Floor
     New York, NY 10004

     Dr. Abel Raskas                    4,389,476              24.31%
     32 Broadway, 3rd Floor
     New York, NY 10004

     Officers & Directors
      as a Group (3 Persons)            9,606,730               53.2%

----------
(1) Based upon 18,056,673 issued and outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal years 2007 and 2006, the Company sub-leased office space in New
York, New York from a consulting firm that is the principle lessee of the office
space. The company paid rent of $44,421 and $36,539 in fiscal years 2007 and
2006, respectively, for the space.

During fiscal years 2007 and 2006, the Company paid a consulting firm that is
owned by the chief executive officer, $106,002 and $160,778, respectively, for
marketing, investor relations, business planning, financial services, and public
relations consulting services.

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.

                                       20
<PAGE>
ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.                           Description
-----------                           -----------

  31.1           Certification under Section 302 of the Sarbanes-Oxley Act of
                 2002 of Chief Executive Officer

  31.2           Certification under Section 302 of the Sarbanes-Oxley Act of
                 2002 of Chief Financial Officer

  32             Certification under Section 906 of the Sarbanes-Oxley Act of
                 2002 of Chief Executive Officer and Chief Financial Officer

(b) Reports on Form 8-K

None

                                       21
<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 2, 2007               By: /s/ Alex Stelmak
                                    ------------------------------------
                                    Alex Stelmak
                                    Chief Executive Officer and Director


Dated: May 2, 2007               By: /s/ Abel Raskas
                                    ------------------------------------
                                    Abel Raskas
                                    President and Director


Dated: May 2, 2007               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 2, 2007               By: /s/ Alex Stelmak
                                    ------------------------------------
                                    Alex Stelmak
                                    Director


Dated: May 2, 2007               By: /s/ Abel Raskas
                                    ------------------------------------
                                    Abel Raskas
                                    Director


Dated: May 2, 2007               By: /s/ Stan Mashov
                                    ------------------------------------
                                    Stan Mashov
                                    Director

                                       22
<PAGE>
        Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the
Exchange Act as a process designed by, or under the supervision of, the
Company's principal executive and principal financial officers and effected by
the Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. Generally Accepted Accounting Principles and includes those policies and
procedures that

* pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
Company;

* provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company; and

* provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that could
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of January 31, 2007. In making this assessment,
management used the criteria established in "Internal Control-Integrated
Framework," issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

Based on this assessment, management believes that, as of January 31, 2007 the
Company's internal control over financial reporting is effective.

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

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

                                Tel. 732-229-7723

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Advanced Technologies Group, Ltd.,
and it's Subsidiary;

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Advanced
Technologies Group, Ltd., and its Subsidiary maintained effective internal
control over financial reporting as of January 31, 2007, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria).
Advanced Technologies Group, Ltd.'s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely

                                      F-1
<PAGE>
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that Advanced Technologies Group Ltd and
its Subsidiary maintained effective internal control over financial reporting as
of January 31, 2007, is fairly stated, in all material respects, based on the
COSO criteria.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Advanced Technologies Group Ltd as of January 31, 2007 and January 31, 2006, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended and express an unqualified opinion thereon.

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



/s/ Donahue Associates, LLC
-----------------------------------
Monmouth Beach, New Jersey
April 25, 2007

                                      F-2
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                   As of January 31, 2007 and January 31, 2006

<TABLE>
<CAPTION>
                                                                                      31-Jan-07              31-Jan-06
                                                                                    ------------           ------------
<S>                                                                                 <C>                    <C>
ASSETS

Current assets:
   Cash & short term deposits                                                       $    262,081           $    442,575
                                                                                    ------------           ------------
      Total current assets                                                          $    262,081           $    442,575

Other assets:
   Fixed assets- net                                                                      51,457                 64,089
   Security deposit                                                                       45,000                 45,000
   Trademark- net                                                                          8,479                  9,085
                                                                                    ------------           ------------

      Total assets                                                                  $    367,017           $    560,749
                                                                                    ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                              $    117,030           $     94,509
                                                                                    ------------           ------------
      Total current liabilities                                                     $    117,030           $     94,509

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 762,081 shares             $  1,712,601           $  2,068,122

   Series B preferred stock, one share convertible to one share of common;
    6% cumulative non-participating, authorized 7,000,000 shares at
    stated value of $3 per share, issued and outstanding 1,609,955 shares              4,384,754              4,724,804

   Common stock - $.0001 par value, authorized 100,000,000 shares,
    issued and outstanding, 18,056,673 shares                                              1,806                  1,727
   Additional paid in capital                                                         32,639,013             31,275,783
   Accumulated deficit                                                               (38,488,187)           (37,604,196)
                                                                                    ------------           ------------
      Total shareholders' equity                                                         249,987                466,240
                                                                                    ------------           ------------

      Total Liabilities & Shareholders' Equity                                      $    367,017           $    560,749
                                                                                    ============           ============
</TABLE>

                   See the notes to the financial statements.

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


                                                  31-Jan-07          31-Jan-06
                                                 -----------        -----------
Revenues:
  Revenues from software maintenance             $ 1,306,012        $   951,644
  Software maintenance costs                        (793,758)          (624,877)
                                                 -----------        -----------
      Net revenues                               $   512,254        $   326,767

General and administrative expenses:
  Salaries and benefits                          $   319,076        $   293,664
  Promotion & investor relations                     108,398            347,786
  Consulting                                         209,020            207,679
  General administration                             543,274            356,861
  Depreciation                                        24,594             34,752
                                                 -----------        -----------
      Total general & administrative expenses      1,204,362          1,240,742
                                                 -----------        -----------

Net loss from operations                         $  (692,108)       $  (913,975)

Other revenues and expenses:
  Interest income                                      8,401              8,677
  Rental income                                       65,370                  0
                                                 -----------        -----------

Net loss before provision for income taxes       $  (618,337)       $  (905,298)

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

Net loss                                         $  (618,337)       $  (905,298)
                                                 ===========        ===========
Loss per common share:
  Basic & fully diluted                          $     (0.04)       $     (0.05)

Weighted average of common shares:
  Basic & fully diluted                           17,646,822         17,004,648


                   See the notes to the financial statements.

                                      F-4
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Cash Flows
                        For the Years Ended January 31st


                                                      31-Jan-07       31-Jan-06
                                                      ---------       ---------
Operating Activities:
  Net loss                                            $(618,337)      $(905,298)
  Adjustments to reconcile net loss items
   not requiring the use of cash:
     Amortization                                           606             606
     Depreciation                                        24,594          43,596
     Consulting expense                                 114,249         104,326
  Changes in other operating assets and liabilities:
     Prepaid expense                                          0          21,955
     Accounts payable                                    22,521          14,832
                                                      ---------       ---------
Net cash used by operations                           $(456,367)      $(719,983)

Investing Activities:
  Purchase of property & equipment                    $ (11,962)      $  (8,694)
                                                      ---------       ---------
Net cash used by investing activities                   (11,962)         (8,694)

Financing Activities:
  Issuance of preferred stock                         $ 304,763       $ 626,348
  Placement fees                                        (16,928)        (37,255)
  Shareholder advances repaid                                 0         (15,388)
                                                      ---------       ---------
Net cash provided by financing activities               287,835         573,705
                                                      ---------       ---------

Net decrease in cash during the year                  $(180,494)      $(154,972)

Cash balance at February 1st                            442,575         597,547
                                                      ---------       ---------

Cash balance at January 31st                          $ 262,081       $ 442,575
                                                      =========       =========

Supplemental disclosures of cash flow information:
  Interest paid during the period                     $       0       $       0
  Income taxes paid during the period                 $   3,251       $   8,646


                   See the notes to the financial statements.

                                      F-5
<PAGE>
                        Advanced Technologies Group, Ltd.
            Consolidated Statement of Changes in Shareholders' Equity
            For the Years Ended January 31, 2007 and January 31, 2006


<TABLE>
<CAPTION>
                                  Common      Common    Preferred   Preferred     Paid in      Accumulated
                                  Shares     Par Value   Shares       Value       Capital        Deficit         Total
                                  ------     ---------   ------       -----       -------        -------         -----
<S>                            <C>           <C>       <C>         <C>          <C>           <C>             <C>
Balance at February 1, 2005     16,790,127    $1,679    1,397,759   $6,447,891   $29,641,115   $(35,412,566)   $  678,119

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

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

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

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

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

Preferred stock issued                                    101,588      275,643        12,192                      287,835

Shares issued for services         216,791        22                                 114,227                      114,249

Preferred converted to common      323,738        32     (323,738)    (971,214)      971,182                            0

Stock dividend paid                253,004        25                                 265,629       (265,654)            0

Net loss for the fiscal year                                                                       (618,337)     (618,337)
                                ----------    ------    ---------   ----------   -----------   ------------    ----------

Balance at January 31, 2007     18,056,673    $1,806    2,372,036   $6,097,355   $32,639,013   $(38,488,187)   $  249,987
                                ==========    ======    =========   ==========   ===========   ============    ==========
</TABLE>

                   See the notes to the financial statements.

                                      F-6
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
            For the Years Ended January 31, 2007 and January 31, 2006


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 of the FX3000, a foreign
currency trading software program. In March 2002, the Company sold the FX3000
software program, for a 25% interest in a joint venture, FX Direct Dealer, LLC,
a company that markets the FX3000 software. The Company does not have
operational control over FX Direct Dealer LLC. Tradition NA, the 75% owner of FX
Direct Dealer LLC, is the primary beneficiary.

The Company provides constant programming service upgrades and software
maintenance to the joint venture on the FX3000. In addition, the Company
provides the users of the FX3000 program 24 hour help desk services.

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- The Company provides software maintenance and support
services for the users of the FX3000 program. The Company receives a monthly fee
from the joint venture for these services. Revenues received for the maintenance
and support services are recognized by the Company when they are earned.

Under the terms of the agreement, Tradition NA is entitled to a full
reimbursement of its startup costs and initial losses on the joint venture
incurred prior to any revenue payments to the Company. The Company is not liable
for any losses on the joint venture. The Company's interest in the joint venture
is accounted for on a cost basis and adjusted for any net profits of the joint
venture. Profit sharing revenues received from the joint venture are first
applied to the cost of the investment and then to revenues.

The Company has received no profit sharing revenues since its investment in the
joint venture in March 2002.

                                      F-7
<PAGE>
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.

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

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

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

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

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

RECLASSIFICATIONS - Certain 2006 amounts in the consolidated financial
statements have been reclassified to conform to the 2007 presentation.

RECENT ACCOUNTING PRONOUNCEMENTS:

SFAS 155, "ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS"--an amendment of
FASB Statements No. 133 and 140" (`SFAS No. 155"). This Statement shall be
effective for all financial instruments acquired, issued, or subject to a
remeasurement (new basis) event occurring after the beginning of an entity's
first fiscal year that begins after September 15, 2006. The fair value election
provided for in paragraph 4(c) of this Statement may also be applied upon
adoption of this Statement for hybrid financial instruments that had been

                                      F-8
<PAGE>
bifurcated under paragraph 12 of Statement 133 prior to the adoption of this
Statement. Earlier adoption is permitted as of the beginning of an entity's
fiscal year, provided the entity has not yet issued financial statements,
including financial statements for any interim period, for that fiscal year.
Management does not expect adoption of SFAS No. 155 to have a material impact on
the Company's consolidated financial statements.

SFAS 157, "FAIR VALUE MEASUREMENTS", defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This Statement applies under
other accounting pronouncements that require or permit fair value measurements,
the Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this Statement
does not require any new fair value measurements. However, for some entities,
the application of this Statement will change current practice. Management does
not expect adoption of SFAS No. 157 to have a material impact on the Company's
consolidated financial statements.

In June 2005, the Emerging Issues Task Force reached a consensus on Issue
No. 05-6 ("EITF No. 05-6"), "DETERMINING THE AMORTIZATION PERIOD FOR LEASEHOLD
IMPROVEMENTS PURCHASED AFTER LEASE INCEPTION OR ACQUIRED IN A BUSINESS
COMBINATION." EITF No. 05-6 clarifies that the amortization period for leasehold
improvements acquired in a business combination or placed in service
significantly after and not contemplated at or near the beginning of the lease
term should be amortized over the shorter of the useful life of the assets or a
term that includes the required lease periods and renewals that are reasonably
assured of exercise at the time of the acquisition. EITF No. 05-6 is to be
applied prospectively to leasehold improvements purchased or acquired in
reporting periods beginning after June 29, 2005. The adoption of EITF No. 05-6
did not have a material impact on the Company's consolidated financial
statements.

In June 2006, the FASB issued FASB Interpretation ("FIN") No. 48, "ACCOUNTING
FOR UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO.109"
("FIN No. 48"). FIN No. 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes". Fin No. 48 is effective for
fiscal years beginning after December 15, 2005. Management does not expect
adoption of FIN No. 48 to have a material impact on the Company's consolidated
financial statements.

3. NET LOSS PER SHARE

The Company applies SFAS No. 128, Earnings per Share to compute net loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Diluted net loss per share gives the effect of outstanding common stock
equivalents which are convertible into common stock. Common stock equivalents
outstanding at January 31, 2007 and January 31, 2006 are 6,207,726 and

                                      F-9
<PAGE>
5,492,344, respectively. The effects on net loss per share of the common stock
equivalents are not included in the calculation of net loss per share since
their inclusion would be anti-dilutive.

Net loss per common share has been computed as follows:

                                              31-Jan-07             31-Jan-06
                                             -----------           -----------

     Net loss                               $  (618,337)           $  (905,298)

     Preferred dividends in arrears                   0                      0
                                            -----------            -----------

     Loss available to common shares        $  (618,337)           $  (905,298)
                                            ===========            ===========

     Shares outstanding                      18,056,673             17,263,140
                                            ===========            ===========

     Weighted average                        17,646,822             17,004,648
                                            ===========            ===========
     Loss per common share:
     Basic & fully diluted                  $     (0.04)           $     (0.05)
                                            ===========            ===========

4.  FIXED ASSETS - NET

The following table is a summary of fixed assets at January 31, 2007 and at
January 31, 2006:

                                            31-Jan-07              31-Jan-06
                                            ---------              ---------

     Lease Improvements                     $  31,004              $  27,904
     Furniture & Fixtures                      30,174                 30,174
     Equipment                                238,382                229,520
     Accumulated depreciation                (248,103)              (223,509)
                                            ---------              ---------

     Fixed assets- net                      $  51,457              $  64,089
                                            =========              =========

5. WARRANTS OUTSTANDING

The Company applies an option pricing model to determine the fair value of the
detachable stock warrants issued in fiscal years 2007 and 2006. In 2007, the
following assumptions were used in the model. The dividend yield is 0%,
volatility is 50%, and the risk-free interest rate is 5.50%. The fair values
generated by the options pricing model may not be indicative of the future
values, if any, that may be received by the warrant holder.

                                      F-10
<PAGE>
The Company has no formal stock option plan for employees.

In fiscal years 2007 and 2006, the Company issued 1,271,850 and 1,196,427,
respectively, to preferred shareholders in conjunction with the issuances of the
preferred stock. In 2007, the Company also issued 1,683,252 "loyalty" warrants
to the preferred shareholders. During fiscal year 2007, 1,184,560 warrants that
were issued prior to fiscal 2006 expired worthless. The Company agreed to extend
the expiration period to August 2009 for 880,588 of the expired warrants.
Currently, all warrants issued and outstanding expire in August 2009.

The Company allocated $12,192 and $244,058 of the proceeds received from the
issuance of the warrants in conjunction with the preferred stock issuances to
additional paid in capital in fiscal years 2007 and 2006, respectively, using
the valuation method noted above.

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

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

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

Outstanding at January 31, 2006           2,898,158        $5             2.56
  Issued                                  2,122,092
  Expired                                (1,184,560)
  Exercised                                       0

                                         ----------
Outstanding at January 31, 2007           3,835,690        $5             2.52
                                         ==========

6. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and short term deposits, prepaid expense, and
accounts payable and accrued expenses reported in the consolidated balance
sheets are estimated by management to approximate fair value at January 31, 2007
and January 31, 2006.

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

The Company's stock (AVGG) began to trade in August 2006.

In the first half of fiscal year 2007, the Company issued 216,791 to consultants
and programmers for services rendered. The services were valued at $114,249
using the average closing price of the stock from its trading inception through
January 31, 2007.

In December 2006, the company issued a stock dividend of 253,004 shares valued
at $265,654, using the closing price of AVGG on the date of the issue, to
holders of the preferred stock.

During fiscal year 2007, holders of the preferred stock converted their shares
into 323,738 shares of common stock.

During fiscal year 2006, the Company issued 35,485 shares of common stock to
consultants for services rendered. In addition, the Company issued a stock
dividend of 437,528 shares of common stock to the holders of the preferred
stock.

8. ISSUANCES OF PREFERRED STOCK

     CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3
     per share and a cumulative non-participating dividend of 13%. The Class A
     preferred stock is convertible into common stock at a conversion ratio of
     one preferred share for one common share.

     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.

In fiscal year 2007, the Company issued 101,588 shares of preferred B and
received net proceeds of $287,835.

In fiscal year 2006, the Company issued 1,196,427 shares of preferred B and
received net proceeds of $589,093.

9. CONCENTRATION OF CREDIT RISK

At January 31, 2007 and January 31, 2006, cash on deposit with financial
institutions in excess of insured amounts were $162,081 and $342,575,
respectively. In the event of the insolvency of these financial institutions,
the recovery of the Company's assets may be limited to a pro rata share of funds
available.

All of the Company's revenues are software maintenance fees on the FX3000 from
the joint venture, FX Direct Dealer, LLC, which is effectively controlled by the
majority interest holder, Tradition NA. A discontinuation of this relationship
would have a material adverse affect on the financial position of the Company.

                                      F-12
<PAGE>
10. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                 31-Jan-07           31-Jan-06
                                                 ---------           ---------

Net loss before provision for income taxes       $(692,108)          $(913,975)
                                                 =========           =========
Current tax expense:
  Federal                                        $       0           $       0
  State                                                  0                   0
                                                 ---------           ---------
  Total                                          $       0           $       0

Less deferred tax benefit:
  Timing differences                              (696,929)           (845,362)
  Allowance for recoverability                     696,929             845,362
                                                 ---------           ---------
  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                               $ 696,929           $ 845,362
Allowance for recoverability                      (696,929)           (845,362)
                                                 ---------           ---------
Deferred tax benefit                             $       0           $       0
                                                 =========           =========

Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2026 and 2027 and may not be recoverable upon the purchase of the
Company under current IRS statutes.

11. RELATED PARTY TRANSACTIONS

During fiscal years 2007 and 2006, the Company paid a consulting firm that is
owned by the chief executive officer, $106,002 and $160,778, respectively, for
marketing, investor relations, business planning, financial services, and public
relations consulting services.

                                      F-13
<PAGE>
12. GOING CONCERN

The accompanying consolidated financial statements have been presented in
accordance with generally accepted accounting principals, which assume the
continuity of the Company as a going concern. However, during the years ending
January 31, 2007 and January 31, 2006, the Company has experienced, and
continues to experience, certain going concern issues related to profitability.

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

Management has formulated plans in cooperation with the Board of FX Direct
Dealer, LLC to continue to improve the FX3000 currency trading platform. Once
Tradition NA has recouped its original investment in the joint venture, the
Company should begin to realize profits from the joint venture, in addition to
the software upgrade and program maintenance fees it now receives. However this
eventuality cannot be assured by management at the date of this report.

13. COMMITMENTS AND CONTINGENCIES

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

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

               Less sub lease           (550,878)
                                       ---------

                  Total                $  22,903
                                       =========

The Company has deposited $45,000 as a security deposit on the office space
described above. The deposit is non-interest bearing and is due at the
termination of the lease.

In August 2006, the Company entered into a sub-leasing agreement with a company
for the bulk of its office space in New York City. The sub-lease expires in 2012
and requires the lessee to pay the Company $550,778 over the term of the
sub-lease.

The Company is a defendant in a lawsuit in New York State Supreme Court brought
by an individual claiming part ownership in the Company seeking unspecified
damages. The Company has currently petitioned the court to dismiss the case and
believes it will likely succeed in its motion. However, management cannot
accurately predict the liability that may be associated with this claim in the
event that their motion is unsuccessful.

                                      F-14