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, 2002


                        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, 4th Floor, New York, NY 10004
           (Address of Principal Executive Offices Including Zip Code)
           (Formerly 40 Exchange Place 15th Floor New York, NY 10005)

                                 (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 [ ]  No [X]

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

The aggregate market value of the voting stock held by non-affiliates of
Registrant on August 31, 2002 was $0.

The registrant's revenues for its most recent fiscal year were $ 118,744.

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.0001) as of January 31, 2002 is 16,252,167. There is no
public market for the registrant's securities at the date of this Report.
<PAGE>
                                   FORM 10-KSB
                                 January 31,2002
                        ADVANCED TECHNOLOGIES GROUP, LTD.

                                TABLE OF CONTENTS


FORWARD LOOKING STATEMENTS                                                     1

PART I

   ITEM 1.  Description of Business                                            1
   ITEM 2.  Description of Property                                           12
   ITEM 3.  Legal Proceedings                                                 12
   ITEM 4.  Submission of Matters to a Vote of Security Holders               12

PART II

   ITEM 5.  Market for Registrant's Common Equity and Related                 12
             Stockholder Matters
   ITEM 6.  Management's Discussion and Analysis of Financial                 13
             Condition and Results of Operations
   ITEM 7.  Financial Statements                                              18
   ITEM 8.  Changes in and Disagreements with Accountants                     18

PART III

   ITEM 9.  Directors, Executive Officers, Promoters and Control Persons      19
   ITEM 10. Executive Compensation                                            25
   ITEM 11. Security Ownership of Certain Beneficial Owners and Management    25
   ITEM 12. Certain Relationships and Related Transactions                    26
   ITEM 13. Exhibits and Reports on Form 8-K                                  26

PART F/S

   Signatures                                                                 27
   Certifications                                                             28
   Financial Statements                                              F-1 to F-14
<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), formerly SeventhCai, Inc., was
incorporated in the State of Nevada in February 2000. In January 2001, the
Company changed its name to Advanced Technologies Group, Ltd., and purchased
100% of the issued and outstanding shares of FX3000, Inc. (formerly Oxford
Global Network, Ltd.), a Delaware corporation, the designer of the FX3000
software program. The FX3000 software program is a financial real time quote and
money management platform for use by independent foreign currency traders. In
March 2002, the Company transferred its FX3000 software program to FX Direct
Dealer, LLC, a joint venture company that will market the FX3000 software
program. The Company received a 25% interest in the company in return for the
transfer. The remaining 75% of the joint venture company is owned by Tradition,
N.A., a major, Swiss-based financial company. The un-depreciated cost of the FX
3000 program at the date of the transfer, or $1,670,485, was recorded as
investment in the joint venture in the balance sheet. At that point, the Company
ceased all its efforts to directly market the FX3000 software and re-directed
its efforts to the acquisition, development and commercialization of other types
of technology intended for the e-commerce marketplace.

During October 2001, the Company acquired 100% of the issued and outstanding
common stock of Luxury Lounge Inc. ("Luxury") in exchange for 7,000,000 shares
of its common stock. Luxury was incorporated in the State of Delaware on August
18, 1999 and, at the time of acquisition, operated an on-line interactive web
site specializing in selling jewelry and other luxury appliances at a discount
to the retail and wholesale consumer. However, in addition to its on-line
marketing operations, 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 to verify customers and categorize the
patrons of on-line retail stores. As a result of changing economic conditions,

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the Company elected to terminate Luxury's on-line marketing operations and
devoted all of its efforts and resources to complete the development and
initiate the commercialization of the PromotionStat and Promote4Free
technologies.

The Company, through its wholly owned subsidiaries, seeks to generate revenue
through its investment in FX Direct Dealer and the PromotionStat e-commerce
advertising screening platform software. To date, no revenues have been
generated from the Companies investment in FX Direct Dealer and only limited
revenues have resulted from the PromotionStat e-commerce software program.

Neither the Company nor its predecessor has been involved in a bankruptcy,
receivership or similar proceeding.

(B) BUSINESS OF REGISTRANT

GENERAL

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

                              I. THE FX3000 SYSTEM

The Company's first venture after its formation was development of the patent
pending, Internet-based FX3000 software system, a Java-based online foreign
exchange dealing system. This system created an on-line foreign currency
exchange ("Forex") trading service that offers a complete and technologically
superior software platform that allows the retail-level foreign exchange clients
access to 24-hour, commission-free foreign exchange dealing, using inter-bank
liquidity and efficiencies. As mentioned above, in 2000 the Company reached an
agreement with Tradition N.A., a major international financial institution, to
implement FX3000 on a commercial scale through a joint venture with the Company.
Under the joint venture, the Company assigned all of the FX3000 technology to
the new joint venture company with Tradition assuming all administrative,
funding and marketing responsibilities of commercializing the FX3000 system. The
Company retained a 25% interest in the joint venture and remained obligated to
complete the final development of the software to the specifications set by the
parties to the joint venture. Management believes that as the joint venture
commences commercial operations over the next fiscal year this will be the
leading source of revenues for the Company over the foreseeable future. As such,
in order to provide a better understanding of the potential of this new
technology, following is a brief discussion of the Forex markets and how the
FX3000 system operates.

With the advent of Internet communications and related Web technologies, the
Company perceived a growing demand for faster, cheaper and more efficient
foreign currency exchange trade executions. The present Forex market is
estimated to be at $1.5 Trillion in currencies traded every day. Most Forex
trading is done at the wholesale level amongst brokers and major banks via
private or vendor-supplied computer networks. The availability of Internet
technologies is increasing the availability of lower-cost trading opportunities
at the retail level for money managers, sophisticated high net worth traders,

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international corporations and small and medium size institutions. Individual
investors are also being drawn to on-line Forex trading in increasing numbers,
further increasing the pool of prospective trading participants. In accordance
with the industry's research these trends are projected to increase the size of
the retail-level Forex marketplace in the next five years, a market that is
expected to generate over $25 Billion in transaction-related revenues by 2005.

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

The Company initially developed its on-line trading environment to include
real-time dealing quotes, charting, technical analysis tools and news all in one
comprehensive product. FX3000 fully integrates the client, dealer, back office
and System Administrator functions. Product features include high-speed
execution of client orders and the ability to monitor in real time margin
availability, net exposure and profit and loss on all open positions. The
Company began marketing FX3000 to demo-users in December 1999 by 2002 had a list
of more than 2,500 active demo-users. Following establishment of the joint
venture, the Company continued upgrading the FX3000 system to enable the system
to better fulfill its market mission and meet the performance criteria
established by its joint venture partner. Current plans call for full-scale
commercial operation of the upgraded FX3000 software platform to begin during
calendar year 2003.

Although the Company had entered into three international licensing agreement
for the FX3000 system, upon formation of the joint venture all of these license
agreements were terminated and all future commercialization of the FX3000 system
will be the responsibility of the joint venture.

                  II. ADDITIONAL TECHNOLOGIES UNDER DEVELOPMENT

GENERAL

As mentioned above, the Company also acquired 100% of the capital stock of
Luxury Lounge, Inc., and its two wholly owned subsidiaries PromotionStat, Inc.
and Promote4Free, Inc. 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.

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<PAGE>
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. Online retail sales alone, report analysts from Cambridge-based
Forrester Research, Inc., will account for six percent of consumer retail
spending in the United States by the end of 2003.

Supporting this aggressive outlook for e-commerce, market researchers from
International Data Corporation (IDC) predict that the amount of overall commerce
- INCLUDING BUSINESS-TO-BUSINESS transactions - conducted via the World Wide Web
will top $1 trillion by the end of 2003. 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
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:

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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 it's attention to developing a
new approach aimed at assisting E-Businesses by helping them become more
profitable. The resulting technology has been carefully structured to provide
meaningful information to a company and foster the biggest "bang for the buck."
The result was development of the PromotionStat technology.

PROMOTIONSTAT, INC.

The PromotionStat technology is a patent pending 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

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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:

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

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

PROMOTE4FREE, INC.

PromotionStat is not limited to providing traffic monitoring tools that measure
advertising effectiveness as it works in conjunction with a free promotional
service called Promote4Free, that will allow e-commerce companies to decrease
their advertising spending and increase market presence simultaneously. One of

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the most effective methods of web site promotion is to join a banner exchange
network that provides a web site access to showing its banner in exchange for
showing other members' banners on their web site. Most existing banner exchange
networks have an exchange ratio of 2:1, which means that for every one showing
of a banner the client must show the banner of another member twice. This ratio
is not that effective in bringing traffic as accumulating showings, or "points,"
at this rate, becomes difficult.

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

By combining the innovative services offered by PromotionStat with the
advantageous services offered by Promote4Free, management believes that the
Company will become a leader in restoring confidence in Internet advertising and
making advertising online profitable once again. Promote4Free and PromotionStat
are two innovative software systems that are designed to address an existing
basic need of E-Businesses of today and strive to promote web sites efficiently
and effectively while reducing advertising spending and optimizing financial
rewards.

THE CYBER-SHIELD SYSTEM TECHNOLOGY

A third major new technology being developed through Luxury, is the Company's
"Cyber-Shield" System. It is an unfortunate reality, as is constantly
highlighted by the recurring terrorist activities around the world, that
world-wide terrorism has become a highly sophisticated network that utilizes the
great advantages of the Internet to secure previously unavailable levels of
information for potentially destructive purposes. There are a great number of
sites on the Internet that contain information about products and technologies
of "double purpose". Unfortunately, today there is no centralized system of
monitoring the use of special on-line information to provide a means to detect
and project a potential threat. Present systems of traffic analysis (e.g.
webtrands.com or Promotionstat.com) cannot ensure the required functionality
that is necessary for a system to analyze and project the possible illegal or
destructive use of information accessible over the Internet.

What was once the province of scientist is now readily accessible by anyone with
a computer. Through the Internet virtually anyone can access information about
weapons (including biological, chemical and nuclear in addition to conventional
armament), their manufacture and use. It is a sad reality that what is arguably
the greatest innovation of this Millennium may also pose the greatest danger to
the safety of humanity as a whole. When we are faced with "kamakazi" type
fanatics willing to die in suicide attacks, we must face the fact that time has
come to temper the unlimited access to information that the Internet represents
with technology that allows civilized nations to detect potential danger to
their citizens in time to effectively protect them.

There are more than 500 terrorist groups in the world. Many of them are
international organizations, carefully conspired groups of fanatics with
cast-iron discipline and numerous contacts. At the end of the 20th century a
tendency of gradual reorientation of terrorist organizations in the methods of

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action became observed: they no longer keep their activities to traditional
terrorism, with a traditional "limited radius of action." Today, the trend has
become to strive for possession of weapons of mass destruction and to take
action on a global basis. To make matters worse, experts agree that this trend
is on the rise with the consensus among experts being that religious terrorism,
for example, will continue on the rise for another 20 to 30 years - unless
affirmative action is taken to change this trend in the very near future.

The Cyber-Shield System is an original software program that monitors data flow
use in designated methods capable of analyzing and projecting the possible use
of information. In contrast to present systems of Web-sites traffic analysis,
the Cyber-Shield System aims at controlling not statistics of traffic sites but,
rather, Web visitors (or a group of visitors) and their interest in special
information. This means that the Cyber-Shield System checks not sites, but
visitors, with the ability to forecast and inform about "a critical situation"
while it is still in its formative stages.

Although still in its early development stage, management believes that, based
upon its evaluation of similar existing technologies now being developed, the
Cyber-Shield System offers an unparalleled potential for both commercial
development and for governmental and security uses. However, due to limited
available resources and the Company's existing obligations with respect to the
other technologies it has been developing, management can make no estimate of
when the Cyber-Shield System will be available for commercialization.

                                  III. PATENTS

The Company has applied for a patent on its FX3000 Internet-based software
system for foreign currency exchange markets as well as for its PromotionStat
system.

                                 IV. 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.

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                                 V. RISK FACTORS

1. LIMITED OPERATING HISTORY AND RECORD OF EARNINGS. The Company has only a
limited history of operations. At present, the Company transferred its principal
technology to a joint venture formed with Traditional N.A., a major brokerage
and financial company, in exchange for a 25% interest in the joint venture. The
joint venture has only recently begun to market the FX3000 software system and
has not yet distributed any revenues. 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. 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.

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 favourable 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.

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 utilizes 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

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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. At present, the Company has patent's pending on its FX3000
System and its PromotionStat and Promote4Free technologies. Of course,
management cannot predict when, or if, such patents will be granted in the
future.

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

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

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

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

                                       10
<PAGE>
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 favourable to the Company.

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

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

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

(C) REPORTS TO SECURITY HOLDERS

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

                                       11
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

The Company's office is located at 32 Broadway, 4th Floor, New York, NY10004,
and its telephone number is 212-968-0941. The Company occupies these premises,
which consist of approximately 5,000 square feet of office space pursuant to a
written lease with an unaffiliated party that expires in February, 2012. The
Company currently pays rent of approximately $9,350 per month pursuant to said
lease. See Financial Statements, Footnote 11, for more detailed information
concerning the Company's obligations under this lease. The premises and contents
are fully insured.

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

ITEM 3. LEGAL PROCEEDINGS

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

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

No matters have been submitted to a vote of security holders except for the
acquisition of Luxury Lounge, Inc. in exchange for 7,918,565 shares of common
stock and the transfer of all right title and interest in and to the FX3000
software in exchange for a 25% interest in a joint venture company formed with
Tradition N.A. for the purpose of commercially exploiting the FX3000 system.
Both of the foregoing matters were approved by the written consent of the
holders of a majority of the issued and outstanding shares of common stock at
the time of such approval in accordance with the laws of the State of Delaware.

                                     PART II

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

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

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

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

                                       12
<PAGE>
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), formerly SeventhCai, Inc., was
incorporated in the State of Nevada in February 2000. In January 2001, the
Company changed its name to Advanced Technologies Group, Ltd., and purchased
100% of the issued and outstanding shares of FX3000, Inc. (formerly Oxford
Global Network, Ltd.), a Delaware corporation, the designer of the FX3000
software program. The FX3000 software program is a financial real time quote and
money management platform for use by independent foreign currency traders.
Although the Company had begun to generate revenues from the leasing of the
FX3000 software system, in March 2002, the Company transferred its FX3000
program to FX Direct Dealer, LLC, a joint venture company that will market the
FX3000 software program. At that time the Company terminated all existing leases
for the FX3000 system. The Company received a 25% interest in the joint venture
company in return for the transfer. The remaining 75% of the joint venture
company is owned by Tradition, N.A., a major, Swiss-based financial company. The
un-depreciated cost of the FX 3000 program at the date of the transfer, or
$1,670,485, was recorded as investment in the joint venture in the balance
sheet.

During October 2001, the Company issued 7,906,497 shares of common stock to
purchase 100% of the issued and outstanding common stock of Luxury Lounge Inc.
("Luxury"). Luxury was incorporated in the State of Delaware on August 18, 1999
and operates an on-line interactive web site specializing in selling jewelry and
other luxury appliances at a discount to the retail and wholesale consumer.
However, in addition to its on-line marketing operations, Luxury is 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 to verify
customers and categorize the patrons of on-line retail stores.

The Company, through its wholly owned subsidiaries, seeks to generate revenue
through its investment in FX Direct Dealer LLC, the joint venture company formed
with Tradition N.A., and the PromotionStat e-commerce advertising screening
platform software. To date, no revenues have been generated from the Companies
investment in FX Direct Dealer or the PromotionStat e-commerce software program.

GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS.

With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include but are not limited
to the following:

                                       13
<PAGE>
*    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, 2002
and January 31, 2001. Except for per share amounts, the financial amounts
discussed are rounded to the nearest thousandth.

The Company, through its wholly owned subsidiaries, had sought to generate
revenue through two business segments: the leasing of the FX3000 software
program and the on-line sale luxury goods by Luxury Lounge. Subsequent to the
period covered by this Report, the Company elected to terminate the on-line sale
of luxury items and concentrate on development of its technologies.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

During the fiscal year 2002, the Company completed the construction of the
FX3000 software program and began to lease it to foreign currency trading firms.
The FX3000 program allows the user to obtain real time cash market quotes for
foreign currency and provides a real time money management feature for users. As
of January 31, 2002, the Company had three clients who have signed a FX3000
leasing contract. The standard leasing contract calls for a payment based upon
the number of trades executed by the lessee or a minimum base payment, whichever
is greater. The lease agreements are normally on a "month to month" basis.

In March 2002, the Company entered into a joint venture agreement with Tradition
N.A., a publicly traded European based brokerage and financial company.
Tradition and the Company formed FX Direct Dealer LLC (the "Joint Venture") as a
joint venture owned 25% by the Company and 75% by Tradition. The Company sold
the FX3000 program to the Joint Venture in return for its ownership interest in
the joint venture that was formed for the purpose of commercially exploiting the
FX3000 Program. Management, whose expertise is software design and development,
felt that by entering into the Joint Venture, the marketing expertise of
Tradition could be used to promote the FX3000 software program. Management
cannot predict, at this time, the FX3000 program sales levels that might be
achieved by the Joint Venture. Upon formation of the Joint Venture the Company
terminated its existing lease contracts for the FX3000 System and ceased all
independent marketing efforts.

On November 1, 2001, the Company purchased 100% of Luxury Lounge Inc., an
on-line retailer of luxury goods, in exchange for 7,906,497 shares of the
Company's common stock. In addition, Luxury Lounge Inc. is developing the
PromotionStat and Promote4Free software program intended to be marketed to the
on-line advertising and retail industry. The results of operations discussed
below include the operations of the FX3000 software leasing and only three
months of the business activity of Luxury Lounge, or from the date of the
purchase though January 31, 2002.

During the fiscal year ended January 31, 2002, the Company offered 1,000,000
shares of convertible preferred stock and 1,000,000 detachable common stock
purchase warrants as a Unit of 1 share and 1 warrant for $3 per Unit. The
preferred stock is convertible into common stock on a share for share basis.
Accordingly, management used $3 per share, or $23,756,000 to value the purchase
of Luxury Lounge Inc. The fair market value of the assets and liabilities of

                                       14
<PAGE>
Luxury at the time of the purchase was approximately $47,000. As a result, the
Company recognized $23,709,000 in goodwill. Management mainly assessed the value
of Luxury mostly for the potential for software package development. Management
considered the future potential cash flows of the PromotionStat and Promote4Free
software program in making an assessment of the goodwill recognized. Since the
future cash flows could not be accurately predicted, management decided to
record an impairment charge for the full amount of the goodwill recognized.
Consequently, the Company recognized an impairment charge of $23,709,000 in the
statement of operations for fiscal 2002.

Revenues for the fiscal year 2002 were $119,000. Cost of sales includes the
depreciation on the FX3000 program. The cost of developing the FX3000 software
system is $2,188,000. This cost is being amortized to cost of sales on a
straight-line basis over a period of three years. Depreciation for the fiscal
year on the FX3000 program was $518,000. Gross losses on sales were $417,000 for
fiscal 2002.

General and administrative expenses for fiscal 2002, exclusive of the impairment
charge of $23,709,000 discussed above, were $1,056,000 compared to $904,000 for
the prior fiscal year, or an increase of 17%. Most of the increase was due to
the purchase of Luxury Lounge Inc. The general administrative expenses of Luxury
for the three-month period were $280,000. Management expects that consolidated
general and administrative expenses to decrease approximately $100,000 for the
coming fiscal year as a result of streamlining the operations of Luxury Lounge
Inc.

After deducting general and administrative costs, the Company experienced a loss
from operations of $25,182,000 for fiscal 2002, which includes the goodwill
impairment charge of $23,709,000 discussed above. Exclusive of the impairment
charge, the loss from operations in fiscal 2002 increased to $1,473,000 compared
to an operating loss of $904,000 for fiscal 2001.

Also, in fiscal 2002, the Company realized $11,000 from miscellaneous software
consulting services provided to various companies; interest income resulted from
the investment of the funds raised in the preferred stock offering; and interest
expense is the interest accrued on the outstanding convertible debentures. The
convertible debentures have a face value of $175,000 and carry an interest rate
12.50%. The debentures were converted into preferred stock in October 2001.
Consequently, management expects that interest expense will be negligible in the
coming fiscal year.

Net loss for the fiscal year was $25,196,000, which includes the goodwill
impairment charge of $23,709,000 discussed above. Exclusive of the impairment
charge, net loss for fiscal year 2002 was $1,487,000 compared to a loss of
$947,000 in 2001, a 57% increase in the net loss.

On a per share basis, loss per share increased to a loss of $2.45 per share for
fiscal 2002 compared to a loss per share of $0.18 last year.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME OF THE FX3000 SEGMENT:

During the three months ended January 31, 2002, the Company completed the
development of the FX3000 software program and began to lease the program to
foreign currency traders and dealers. Revenues from these leases were $70,000.
Cost of sales includes the depreciation of the cost of developing the FX3000
program. The cost of developing the FX3000 was $2,188,000. This cost is being
amortized to cost of sales on a straight-line basis over a period of three
years. Depreciation for the period was $518,000. Gross losses on lease revenues
for the period were $448,000.

                                       15
<PAGE>
General and administrative expenses for the segment were $776,000. Management
expects that the overhead costs for this segment to remain level in the coming
year. After deducting general and administrative costs, the segment experienced
a loss from operations of $1,224,000.

Depreciation expense for the segment for fiscal 2002 was $560,000, which is made
up of $518,000 of depreciation on the FX3000 software program and $42,000 of
depreciation on office furniture and equipment.

Interest expense of $32,000 is mainly the interest expense on the convertible
debentures. The funds acquired from the issuance of the convertible debentures
in October 2000 were used to construct the FX3000 program. Therefore, interest
expense resulting from the debentures is fully attributable to this segment.

During fiscal 2002, the capital expenditures of the segment were $1,221,000. The
Company spent $61,000 on furniture and equipment and $1,160,000 to complete the
construction of the FX3000 program.

Management expects no significant capital expenditures for this segment in
fiscal year 2003.

As stated above, in March 2002, the Company entered into a joint venture
agreement with Tradition N.A. and transferred all of its rights to the FX3000
system to the joint venture in exchange for its 25% ownership interest therein.
In early 2003 the joint venture completed the development of the FX3000 system
and began its initial marketing efforts. Although it remain too soon to predict
the success of this marketing effort, the Company believes that the joint
venture will generate revenues during fiscal 2003.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME OF THE LUXURY LOUNGE SEGMENT:

On November 1, 2001, the Company purchased Luxury Lounge Inc., an on-line
retailer of luxury goods. In addition, Luxury Lounge Inc., is developing the
PromotionStat and Promote4Free software programs intended to be marketed to the
on-line advertising and retail industry. The results of operations discussed
below include the operations of the FX3000 software leasing and only three
months of the business activity of Luxury Lounge, or from the date of the
purchase though January 31, 2002.

During the year, the Company offered 1,000,000 shares of convertible preferred
stock and 1,000,000 detachable common stock purchase warrants, offered in Units
of 1 share and 1 warrant, for $3 per Unit. The preferred stock is convertible
into common stock on a share for share basis. Accordingly, management used $3
per share, or $23,756,000 to value the purchase of Luxury Lounge Inc. The fair
market value of the assets and liabilities of Luxury at the time of the purchase
was approximately $47,000. As a result, the Company recognized $23,709,000 in
goodwill. Management mainly assessed the value of Luxury mostly for the
potential for software package development. Management considered the future
potential cash flows of the PromotionStat and Promote4Free software program in
making an assessment of the goodwill recognized. Since the future cash flows
could not be accurately predicted, management decided to record an impairment
charge for the full amount of the goodwill recognized. Consequently, the Company
recognized an impairment charge of $23,709,000 in the statement of operations
for fiscal 2002.

                                       16
<PAGE>
Revenues for the three months ended January 31, 2002 were $49,000. Cost of sales
were $18,000 resulting in gross profits on sales of $31,000. Management expects
that the gross profit percentage on retail sales of on-line luxury items to be
range between 60% and 70%. Normally, the higher priced item has a higher gross
margin. Consequently, the gross profit percentage will vary upon the mix of
luxury products sold.

Excluding the goodwill impairment charge of $23,709,000 discussed above the
general and administrative costs of the segment were $280,000 for the three
months for the period. Management expects general and administrative expenses
for the segment to decrease to approximately $255,000 per quarter in fiscal year
2003 as a result of management's efforts to eliminate duplicative efforts of
Luxury Lounge's sales and programming efforts.

The segment expended $57,000 during the period in developing its PromotionStat
software program. The software program is a security program designed to assist
on-line advertisers and on-line retailers in verifying and classifying the users
of on-line retail services.

Following the end of fiscal 2002, management elected to terminate the on-line
sale of luxury items and to concentrate its efforts and resources in the
development of additional technologies, principally including the PromotionStat
and Promote4Free technologies being developed by Luxury. Management expect to
complete the development of these technologies during the first half of fiscal
2003 and to generate revenues there from during the second half of fiscal 2003.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2002 cash on hand was $317,000 as compared with $19,000 at
January 31, 2001. During the year, the Company offered 1,000,000 shares of Class
A Convertible Preferred Stock with 1,000,000 detachable common stock purchase
warrants in Units consisting of 1 share and 1 warrant for $3 per Unit. The
Company completed the offering September 2001. As a result, the Company issued
824,938 convertible preferred shares for proceeds of $2,475,000. Brokerage fees
were $228,000 resulting in net cash proceeds to the Company of $2,247,000. At
January 31, 2002, the dividend on the Class A Preferred Shares were in arrears
for $115,773.

The proceeds of the offering were mostly used to complete the construction of
the FX3000 program and for operations. Operations used $611,000 of cash during
fiscal 2002, as opposed to $773,000 in fiscal 2001. During this period, the
Company spent approximately $1,160,000 to complete the construction of the
FX3000 program. In addition, the Company spent $57,000 in developing the
PromotionStat software program.

In October 2001, the Company entered into a lease for office space on Broadway
in New York City. The Company spent $45,000 on the security deposit for the
space. Cash expenditures for new office furniture and equipment were $61,000.
The Company acquired a cash balance of $71,000 when it purchased Luxury Lounge
Inc. in November 2001. In addition to operations, the new office, and the
software development, the Company repaid a shareholder loan taken in fiscal year
2001 of $85,000. In addition, the Company advanced an officer and a shareholder
$11,000.

                                       17
<PAGE>
At January 31, 2002, the Company had a working capital deficit of $91,000
compared to a working capital deficit of $236,000 at January 31, 2001. Much of
the increase in the working capital is due to the conversion of the convertible
debentures to preferred stock that occurred in October 2001.

Total assets at January 31, 2002 were $2,278,000 as compared to $1,184,000 last
year. Most of the increase is due to the offering of the preferred stock during
the year and the increase in the capitalized cost of the FX3000 program.

The Company's total stockholders' equity increased from $845,000 at January 31,
2001 to $1,849,000 at January 31, 2002, or an increase of $1,004,000. As
mentioned above, during the year the Company completed a private placement of
its securities and sold 824,938 shares for proceeds of $2,475,000. Brokerage
fees on the offering were $228,000 resulting in net cash proceeds to the company
of $2,247,000, of which $112,000 was allocated to the value of the detachable
warrants. In addition, the convertible debenture holders elected to convert the
face of their debentures and interest to preferred stock in October 2001. The
Company issued 65,625 preferred shares to retire $197,000 in convertible debt.

In March 2002, after the end of fiscal 2002, the Company began an offering of
shares of Class B Preferred Stock. The Company is offering 10 million Class B
Preferred Shares for $3 per share to be sold in minimum units of 30,000 shares.
The Class B preferred stock have a stated value of $3 per share and a cumulative
non-participating dividend of 6%. The Class B preferred stock is convertible
into common stock at a conversion ratio of one preferred share for one common
share. Each Class B preferred share includes one detachable common stock
purchase warrant. The common stock purchase warrant is exercisable into a common
share at an exercise price of $5 and expires three years from the date of the
issuance.

As of the date of this Report, the Company has sold 553,000 shares of its Class
B Preferred Stock for total proceeds of $1,659,000.

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, 2002 and 2001are submitted herewith as PART F/S
on Pages F-1 to F-13.

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.

                                       18
<PAGE>
                                    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        53      Chief Executive Officer & Chairman of the Board of
                            Directors
Stan Mashov         33      Vice President, Chief Technology Officer & Director
Dr. Abel Raskas     62      President, Senior Marketing Director and Director of
                            the Company; CEO and Director of Luxury and its
                            Subsidiaries

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

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

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

ALEX STELMAK, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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

                                       19
<PAGE>
STAN MASHOV, VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER

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

DR. ABEL RASKAS, PRESIDENT / SENIOR MARKETING DIRECTOR

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

KEY EMPLOYEES

DMITRY FINKELSTEIN, DIRECTOR OF SOFTWARE DEVELOPMENT

Mr. Finkelstein joined the Company in the beginning of 2000 as a special
technical adviser. Mr. Finkelstein was instrumental in establishing its Software
Development Department. As a Director of the Software Development Department,
Mr. Finkelstein is managing development efforts dedicated to FX3000 trading
platform. While at the Company, Mr. Finkelstein assembled a number of talented
and dedicated software professionals into a creative and productive development
team with a high level of software engineering culture and challenging goals.
More importantly, Mr. Finkelstein helped establish the Company's software

                                       20
<PAGE>
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:

JOSEPH BOTKIER, SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

Mr. Botkier joined the Company in October 2000 as a special advisor to the
Board. Mr. Botkier brings over 25 years of hands-on professional and management
experience in the Banking and Currency Industries. His career started in 1972 as
Deputy Operations Manager with HARRIS TRUST Co. of New York. From 1974 to 1985
Mr. Botkier served as Assistant Operations Manager and was later advanced to the
position of Vice President and Treasurer of CREDITO ITALIANO. While at CREDITO
ITALIANO Mr. Botkier is credited with establishing the bank as one of the first
banks to trade Currency Futures and use Swap's and FRA's. As one of the youngest
Bank Treasurers in New York, he assumed responsibility for Futures and Foreign
Currency Dealing and posted profits yearly (From 1976-1985) while building a
$1Bill. Portfolio with over $75 Million in profits. From 1985 to 1988 Mr.
Botkier joined BANK CARIPLO of New York as First Vice President and Deputy
General Manager, where he was directly responsible for establishing the bank's
New York Treasury operations, which consisted of trading Money Market
instruments, Currencies and Derivatives. From 1988 to 1998 Mr. Botkier had
accepted a position of Senior Vice President and Treasurer and, later was
promoted to Executive Vice President and Deputy General Manager with BANK
BRUSSELS LAMBERT of New York. During his tenure at BBL he was fully responsible
for the entire Foreign Exchange Department as well as Money Markets, Capital
Markets, Derivatives and the structuring and funding of loan portfolios and
Asset Management. As such, he was credited with successfully rebuilding the
Trading Operations, transforming the Bank's Foreign Exchange desk from negative
performance to cumulative profits in excess of $200 Million. At the same time,
he instituted a computer based Risk Management System to monitor and evaluate
Treasury Instruments. At BANK BRUSSELS LAMBERT Mr. Botkier was credited with

                                       21
<PAGE>
restoring treasury function to profitability in 12 months (From $1.5 Mill. in
1989, $8 Mill. in 1990); establishing a proprietary mortgage-backed securities
portfolio in 1992 $(1.5 Bill.) and asset-backed portfolio in 1993 $(1.1 Bill.);
starting a Domestic High-Yield Trading and Asset Management Group in 1996 and
growing the assets to over $200 Mill. In 1996 he Created and Managed a
Proprietary Fund worth over $500 Mill. For the Bank, which was directly invested
in Corporate Bonds. In 1997 Mr. Botkier launched the first Leveraged High Yield
Fund for the Bank's account with $150 Mill. in assets. During the same year, he
also established and managed a Proprietary Fund (75 Mill.) participating in
Emerging Market Debt and launched the bank's first "Fund of Funds"$(50 Mill.) In
1998 Mr. Botkier successfully concluded a $170 Mill. CBO in partnership with
Goldman Sachs. During his distinguished career, Mr. Botkier became a successful
senior level Banking Industry Executive with extensive strength in developing
and executing highly profitable trading strategies dealing with: Currencies,
Currency Options, Euro Bonds, Derivatives, Swaps, FRA's and High Yield
Securities. He is highly skilled and perceptive in fostering and maintaining
long-term relationships with major Banks and Fortune 500 Company's, building
organizational infrastructures to drive and sustain revenues, generating strong
profits as well as identifying and capitalizing on new and niche market
opportunities. In his long and successful career Mr. Botkier has maintained well
over $5 Billion in capital under management. Mr. Botkier holds a BS degree in
Mathematics. He also received his Advanced Studies from The American Institute
of Banking.

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.

                                       22
<PAGE>
KEN R. LEW, SPECIAL ADVISOR TO THE BOARD OF DIRECTORS.

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

CARL P. RANNO, ESQ. 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.

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 Bachelors and Masters Degrees in Mathematics.

THEODORE JAY, ESQ. PATENT COUNSEL TO THE BOARD OF DIRECTORS

Mr. Jay has been an attorney his entire career, having been admitted to practice
before the bar in New York, New Jersey and Connecticut as well as being admitted
to practice as a patent attorney in the United States Patent and Trademark
Office. In 1946 he became a member of the patent department for GTE and was
promoted successively from the position of Patent Attorney for the Research
Laboratories to a Counsel for Telephone and Electronic Systems. During his
tenure with GTE Mr. Jay led negotiations in concluding world-wide patent cross

                                       23
<PAGE>
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.

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

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

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.

                                       24
<PAGE>
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.

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 of $150.000 in the
aggregate during fiscal 2002. At present, there are no written employment
agreements between the Company and any of its officers or directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

                                       25
<PAGE>
the shares of Common Stock shown, and all ownership is of record and beneficial.
The only class of stock issued is Common. There are 10,000,000 shares of
preferred authorized and none issued.

                                       Number of                 Percent
      Name                          Shares Owned (1)              Owned
      ----                          ----------------              -----
Alex Stelmak                           4,389,476                  27.0%
32 Broadway, 4th Floor
New York, NY 10004

Stan Mashov                              827,778                   5.1%
32 Broadway, 4th Floor
New York, NY 10004

Dr. Abel Raskas                        4,389,476                  27.0%
32 Broadway, 4th Floor
New York, NY 10004

Officers & Directors
as a Group (3 Persons)                 9,606,730                  59.1%

----------
(1)  Based upon 16,252,167 issued and outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In fiscal year 2001, the Company lent an officer and shareholder of the Company
$60,000. The advance is unsecured and is due on demand and is recorded in loans
from shareholders in the consolidated balance sheet. The loan carries interest
of 3.50%. Interest income of $2,205 and $1,575 at fiscal year ended 2002 and
2001, respectively, is attributable to this loan has been recorded as interest
income in the consolidated statement of operations. After the end of fiscal 2002
this loan was forgiven by the Company in lieu of payment of performance bonuses.

During fiscal year 2001, the Company borrowed $85,000 from a company that is
owned by an officer and a shareholder of the Company. The loan payable is
unsecured, due on demand, and non-interest bearing. The loan payable is
reflected in loans from shareholders in the consolidated balance sheet and was
paid during fiscal year 2002.

During fiscal year 2002, the Company advanced an officer and shareholder of the
Company $8,825. The advance is unsecured and is due on demand and is recorded in
receivables from shareholders in the consolidated balance sheet. The loan has no
stated interest.

There are no parents of this small business Company.

There are and have been no transactions with promoters.

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

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    Exhibit No.                         Description
    -----------                         -----------
       99          Certification under Section 906 of the Sarbanes-Oxley Act
                   of 2002

(b) Reports on Form 8-K

     None

                                       26
<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: June 19, 2003                    By: /s/ Alex Stelmak
                                            ------------------------------------
                                            Alex Stelmak
                                            Chief Executive Officer and Director

Dated: June 19, 2003                    By: /s/ Abel Raskas
                                            ------------------------------------
                                            Abel Raskas
                                            President and Director

Dated: June 19, 2003                    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: June 19, 2003                    By: /s/ Alex Stelmak
                                            ------------------------------------
                                            Alex Stelmak
                                            Director

Dated: June 19, 2003                    By: /s/ Abel Raskas
                                            ------------------------------------
                                            Abel Raskas
                                            Director

Dated: June 19, 2003                    By: /s/ Stan Mashov
                                            ------------------------------------
                                            Stan Mashov
                                            Director

                                       27
<PAGE>
                CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

     I, Abel Raskas, Chairman of the Board of Directors of Advanced Technologies
Group, Ltd., certify that:

     1. I have reviewed this annual report on Form 10-KSB of Advanced
Technologies Group, Ltd.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: June 19, 2003                    By: /s/ Abel Raskas
                                            ------------------------------------
                                            Abel Raskas
                                            President

                                       28
<PAGE>
                CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

     I, Alex Stelmak, Chief Financial Officer of Advanced Technologies Group,
Ltd., certify that:

     1. I have reviewed this annual report on Form 10-KSB of Advanced
Technologies Group, Ltd.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: June 19, 2003                    By: /s/ Alex Stelmak
                                            ------------------------------------
                                            Alex Stelmak
                                            Chief Financial Officer

                                       29
<PAGE>
                           DONAHUE ASSOCIATES, L.L.C.
                           27 BEACH ROAD, SUITE CO5-A
                            MONMOUTH BEACH, NJ. 07750
                              PHONE: (732) 229-7723


                          Independent Auditor's Report


The Shareholders
Advanced Technologies Group, Ltd.

We have audited the accompanying consolidated balance sheets of Advanced
Technologies Group, Ltd. as of January 31, 2002 and January 31, 2001 and the
related consolidated statements of operations and consolidated statements of
changes in shareholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Technologies Group,
Ltd. as of January 31, 2002 and January 31, 2001 and the related consolidated
statements of operations and consolidated statement of changes in shareholders'
equity and cash flows for the years then ended then ended in conformity with
generally accepted accounting principles generally accepted in the United States
of America.


/s/ Donahue Associates, L.L.C.

Monmouth Beach, New Jersey
April 30, 2002

                                      F-1
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                   As of January 31, 2002 and January 31, 2001
<TABLE>
<CAPTION>

                                                                          31-Jan-02          31-Jan-01
                                                                        ------------       ------------
<S>                                                                     <C>                <C>
ASSETS

Current assets:
   Cash & interest bearing deposits                                     $    316,752       $     18,573
   Accounts receivable                                                        21,000                  0
                                                                        ------------       ------------
      Total current assets                                                   337,752             18,573

Other assets:
   Property & equipment (net of accumulated depreciation of
    $624,230 at January 31, 2002 and $ 73,775 at January 31, 2001)         1,810,653          1,093,436
   Receivable from shareholder                                                72,605             61,575
   Security deposit                                                           45,000                  0
   Trademarks & patents (net of amortization of $606 at
    January 31, 2002 and $0 at January 31, 2001)                              11,509             10,615
                                                                        ------------       ------------

      Total assets                                                      $  2,277,519       $  1,184,199
                                                                        ============       ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                                  $    428,904       $     82,401
   Debentures payable (net of un-amortized discount of $2,893)                     0            172,107
                                                                        ------------       ------------
      Total current liabilities                                              428,904            254,508

   Loan from shareholder                                                           0             85,000

Shareholders' equity:
   Series A preferred stock, 1 share convertible to 1 share
    of common; 13% cumulative non-participating, authorized
    1,000,000 shares at stated value of $3 per share, issued
    and outstanding 890,563 shares                                         2,332,402                  0

   Common stock - $.0001 par value, authorized 100,000,000
    shares, issued and outstanding, 16,252,167 at January 31, 2002
    and 8,333,602 at January 31, 2001                                          1,625                833
   Additional paid in capital                                             27,765,258          3,898,632
   Accumulated deficit                                                   (28,250,670)        (3,054,774)
                                                                        ------------       ------------
      Total shareholders' equity                                           1,848,615            844,691
                                                                        ------------       ------------

      Total Liabilities & Shareholders' Equity                          $  2,277,519       $  1,184,199
                                                                        ============       ============
</TABLE>
                   See the notes to the financial statements.

                                      F-2
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Operations
            For the Years Ended January 31, 2002 and January 31, 2001


                                                  31-Jan-02          31-Jan-01
                                                ------------       ------------
Revenues:
  Gross Sales                                   $    118,744       $          0
  Less cost of sales                                (535,691)                 0
                                                ------------       ------------

  Net gross loss on sales                           (416,947)                 0

General and administrative expenses:
  Salaries and benefits                         $    100,499       $    113,046
  Rent & utilities                                    66,043             56,181
  Consulting & professional fees                     566,952            595,302
  General administration                             215,497             81,089
  Communication costs                                 65,287             30,911
  Impairment charge                               23,708,832                  0
  Depreciation                                        41,917             27,634
                                                ------------       ------------

  Total general & administrative expenses         24,765,027            904,163
                                                ------------       ------------

Net loss from operations                         (25,181,974)          (904,163)

Other revenues and expenses:
  Consulting fees                                     11,251                  0
  Interest income                                      7,152              9,405
  Interest expense                                   (32,325)           (52,069)
                                                ------------       ------------

Net income before provision for income taxes     (25,195,896)          (946,827)

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

Net loss                                        $(25,195,896)      $   (946,827)
                                                ============       ============

Loss per common share:
  Basic & fully diluted                         $      (2.45)      $      (0.18)

Weighted average of common shares:
  Basic & fully diluted                           10,313,243          5,161,545


                   See the notes to the financial statements.

                                      F-3
<PAGE>
                        Advanced Technologies Group, Ltd.
                      Consolidated Statements of Cash Flows
            For the Years Ended January 31, 2002 and January 31, 2001

<TABLE>
<CAPTION>
                                                                    31-Jan-02          31-Jan-01
                                                                  ------------       ------------
<S>                                                               <C>                <C>
Operating Activities:
  Net loss                                                        $(25,195,896)      $   (946,827)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Impairment charge                                              23,708,832                  0
     Amortization                                                        1,110                  0
     Depreciation                                                      560,498             27,634
     Amortization of debenture discount                                    268             46,290

Changes in other operating assets and liabilities :
  Prepaid expenses                                                           0              9,588
  Accounts receivable                                                  (21,000)                 0
  Accounts payable & accrued expenses                                  346,503             90,558
                                                                  ------------       ------------
Net cash used by operations                                           (599,685)          (772,757)

Investing Activities:
  Security deposit on office space                                $    (45,000)      $     19,576
  Costs of patent/trademark                                             (2,004)            (1,025)
  Purchase of property & equipment                                  (1,277,715)           (63,730)
                                                                  ------------       ------------
Net cash used by investing activities                               (1,324,719)           (45,179)

Financing Activities:
  Issuance of convertible debentures and detachable warrants      $          0       $    175,000
  Issuance of common stock                                                   0              1,500
  Cash acquired in purchase of Luxury Lounge Inc.                       71,371                  0
  Issuance of preferred stock and detachable warrants                2,474,814                  0
  Brokerage fees paid on issuance of preferred                        (227,572)                 0
  Shareholder advances received                                              0             85,000
  Shareholder advances paid                                            (96,030)           (61,575)
                                                                  ------------       ------------
Net cash provided by financing activities                            2,222,583            199,925
                                                                  ------------       ------------

Net increase (decrease) in cash during the period                      298,179           (618,011)

Cash balance at beginning of the fiscal year                            18,573            636,584
                                                                  ------------       ------------

Cash balance at end of the fiscal year                            $    316,752       $     18,573
                                                                  ============       ============
Supplemental disclosures of cash flow information:
  Interest paid during the period                                 $          0       $          0
  Income taxes paid during the period                             $          0       $          0
</TABLE>

                   See the notes to the financial statements.

                                      F-4
<PAGE>
                        Advanced Technologies Group, Ltd.
            Consolidated Statement of Changes in Shareholders' Equity
                     From Inception through January 31, 2002

<TABLE>
<CAPTION>
                                              Common        Common       Preferred      Preferred
                                              Shares       Par Value       Shares         Value
                                              ------       ---------       ------         -----
<S>                                         <C>           <C>            <C>             <C>
Balance at Inception, February 2, 2000               0      $     0               0     $         0

Issuance of common stock                     5,040,000          504
Shares returned to treasury                 (4,612,895)        (461)
Purchase of FX3000, Inc., as restated        7,906,497          790
Detachable stock warrants issued
Beneficial conversion feature
Net loss for the fiscal year
                                           -----------      -------      ----------     -----------

Balance at January 31, 2001                  8,333,602          833               0               0

Issued Preferred Class A shares                                             824,938       2,135,527
Detachable stock warrants issued
Conversion of debentures to
 Preferred Class A shares                                                    65,625         196,875
Purchase of Luxury Lounge Inc.               7,918,565          792
Net loss for the fiscal year
                                           -----------      -------      ----------     -----------

Balance at January 31, 2002                 16,252,167      $ 1,625         890,563     $ 2,332,402
                                           ===========      =======      ==========     ===========

                                            Additional
                                              Paid in        Accumulated
                                              Capital          Deficit            Total
                                              -------          -------            -----
Balance at Inception, February 2, 2000      $         0     $          0      $          0

Issuance of common stock                            996                              1,500
Shares returned to treasury                         461                                  0
Purchase of FX3000, Inc., as restated         3,848,000       (2,107,947)        1,740,843
Detachable stock warrants issued                  2,625                              2,625
Beneficial conversion feature                    46,558                             46,558
Net loss for the fiscal year                                    (946,827)         (946,827)
                                            -----------     ------------      ------------

Balance at January 31, 2001                   3,898,640       (3,054,774)          844,699

Issued Preferred Class A shares                                                  2,135,527
Detachable stock warrants issued                111,715                            111,715
Conversion of debentures to
 Preferred Class A shares                                                          196,875
Purchase of Luxury Lounge Inc.               23,754,903                         23,755,695
Net loss for the fiscal year                                 (25,195,896)      (25,195,896)
                                            -----------     ------------      ------------

Balance at January 31, 2002                 $27,765,258     $(28,250,670)     $  1,848,615
                                            ===========     ============      ============
</TABLE>
                   See the notes to the financial statements.

                                      F-5
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
            For the Years Ended January 31, 2002 and January 31, 2001


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

Advanced Technologies Group, Ltd. (the Company), formerly SeventhCai, Inc., was
incorporated in the State of Nevada in February 2000. In January 2001, the
Company changed its name to Advanced Technologies Group, Ltd., and purchased
FX3000, Inc. (formerly Oxford Global Network, Ltd.), the designer and owner of
the FX3000, a foreign currency trading software program. In November 2001, the
Company purchased Luxury Lounge Inc., an on-line retailer of luxury merchandise.

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

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

REVENUE RECOGNITION- Revenues from the leasing of the FX3000 program are
accounted for as an operating lease agreement and are recorded at the end of the
lease term, which is normally on a "month to month" basis. On line sales of
luxury merchandise are recorded when the corresponding merchandise has been
delivered to the shipping point for delivery to the retail customer.

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

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

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

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

    Furniture                          7 years
    Office equipment                   5 years

                                      F-6
<PAGE>
Expenditures for major repairs and renewals that extend the useful life of the
asset are capitalized. Minor repair expenditures are charged to expense as
incurred.

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS- In June 2001, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards No.
141, "Business Combinations", which mandates the purchase method of accounting
for business combinations effective July 1, 2001. Management believes that the
adoption of SFAS No. 141 will not materially impact the balance sheet, statement
of operations, and statement of changes in cash flows and stockholder equity.

In June 2001, the FASB also issued Statement No. 142, "Goodwill and Other
Intangible Assets", which governs the accounting and reporting for acquired
goodwill and other intangible assets at acquisition and after initial
recognition in the financial statements effective January 1, 2002. Management
believes that the adoption of SFAS No. 142 will not materially impact the
balance sheet, statement of operations, and statement of changes in cash flows
and stockholder equity.

In October 2001, the FASB also issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long Lived Assets", which supercedes existing
standards for this area of accounting. SFAS No. 144 is effective January 1,
2002. Management believes that the adoption of SFAS No. 144 will not materially
impact the balance sheet, statement of operations, and statement of changes in
cash flows and stockholder equity.

2. NET LOSS PER SHARE

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

                                      F-7
<PAGE>
common stock equivalents. As of January 31, 2002 and January 31, 2001, the
Company had 899,313 and 8,750, respectively, common stock equivalents
outstanding. The calculation of fully diluted loss per share excludes
outstanding common stock equivalents at January 31, 2002 and January 31, 2001
because their inclusion would be anti-dilutive.

The net income available to common shareholders reported in the financial
statements has been adjusted by the dividends due to preferred shareholders at
January 31, 2002 in calculating the loss per share. The weighted average of
common shares outstanding has been computed as follows:

                                               1/31/02             1/31/01
                                               -------             -------
     Shares outstanding                       16,252,167          8,333,602
                                              ==========          =========
     Weighted average                         10,313,243          5,161,545
                                              ==========          =========

3. ISSUANCE OF PREFERRED STOCK

In September 2001, the Company completed an offering of preferred stock. The
Company issued 824,938 shares of Class A preferred stock (described below) and
received $2,474,814. As per the offering memorandum, the Company paid $227,572
in brokerage fees associated with the offering resulting in net proceeds of
$2,247,242 to the Company.

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

At January 31, 2002, the preferred dividends were in arrears for $115,773.

4. STOCK WARRANTS OUTSTANDING

During fiscal years ended January 31, 2002 and January 31, 2001, there were
899,313 and 8,750 detachable common stock warrants outstanding, respectively.
The following table summarizes the details of the warrants outstanding.

                                          Number of     Exercise       Years to
                                          Warrants       Price        Expiration
                                          --------       -----        ----------
     Outstanding at January 1, 2000             0
       Issued                               8,750         $0             1.75
       Cancelled                                0
       Exercised                                0
                                          -------

     Outstanding at January 31, 2001        8,750
       Issued                             890,563
       Cancelled                                0         $5             2.66
       Exercised                                0
                                          -------
     Outstanding at January 31, 2002      899,313
                                          =======

                                      F-8
<PAGE>
The Company applied the Black-Scholes option pricing model to determine the fair
value of the detachable stock warrants issued with the convertible debentures in
fiscal year 2001 and the convertible preferred stock issued in fiscal year 2002.
The following assumptions were used in the model. The dividend yield is 0%,
volatility is 20%, and the risk-free interest rate is 6% at January 31, 2000 and
7% at January 31, 2002. The fair values generated by the Black-Scholes model may
not be indicative of the future values, if any, that may be received by the
warrant holder.

Accordingly, the Company allocated $2,625 of the proceeds received from the
issuance of the convertible debentures in fiscal year 2001 to the detachable
stock warrants. In addition, the Company allocated $111,715 of the proceeds
received from the issuance of the preferred stock in fiscal year 2002 to the
detachable stock warrants.

The Company has no formal stock option plan for employees.

5. CONVERTIBLE DEBENTURES

In October 2000, the Company received proceeds of $175,000 by issuing
convertible debt with detachable warrants to purchase common shares.

The debentures originally were to mature in October 2001 at an interest rate of
12.50% and were subordinate to the claims of general creditors.

The detachable warrants entitled the holder to purchase one share of common
stock at an exercise price of 80% of the average market price of the Company's
stock for the twenty trading days preceding conversion. The warrants are
callable by the Company at $.05 per warrant in the event that the market price
of the Company's stock is greater than 150% of the exercise price of the
warrant. The warrants expire in October 2003. As a result of the transaction,
8,750 warrants were issued.

During the fiscal year ended January 31, 2002, the debentures were converted
into Class A preferred stock. As a result, the Company retired $175,000 of the
convertible debt and accrued interest of $21,875 and issued 65,625 shares of the
Class A preferred stock.

6. PURCHASE OF SUBSIDIARIES

In January 2001, the Company acquired all of the issued and outstanding common
stock of FX3000 Inc. for 7,906,497 shares of common stock. The acquisition was
accounted for using the pooling of interest method. Selected financial data for
the Company and the wholly owned subsidiary prior to consolidation for fiscal
year 2001 was as follows.

     Subsidiary company:
       Gross Sales                                             $        0
       Gross profit on sales                                   $        0
       Total costs and operating expenses                      $  902,862
       Net loss                                                $ (945,526)
       Total assets                                            $1,184,000

     The Company:
       Gross Sales                                             $        0
       Gross profit on sales                                   $        0
       Total costs and operating expenses                      $    1,300
       Net loss                                                $   (1,300)
       Total assets                                            $      200

                                      F-9
<PAGE>
In November 2001, the Company acquired all of the issued and outstanding common
stock of Luxury Lounge Inc. for 7,918,565 shares of common stock. The
acquisition was accounted for using the purchase method and the Company
recognized goodwill of $23,708,832 upon the purchase. Pro-forma selected
financial data for the Company, assuming the purchase occurred at the beginning
of fiscal year 2002 is as follows:

     Gross Sales                                              $    365,328
     Net loss                                                 $(25,884,745)
     Loss per share                                           $      (2.52)

Management concluded the goodwill asset recognized upon the purchase would not
be recoverable and accordingly has recognized and impairment charge of
$23,708,832 in the statement of operations.

7. ADDENDUM TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

The following transactions occurring during the fiscal year ended January 31,
2002 were excluded from the calculation of the consolidated statement of cash
flows since they did not involve the transfer of cash.

During the fiscal year ended January 31, 2002, the debentures were converted
into Class A preferred stock. As a result, the Company retired $175,000 of the
convertible debt and accrued interest of $21,875 and issued 65,625 shares of the
Class A preferred stock.

In November 2001, the Company 7,918,565 shares of common stock to acquire the
assets and liabilities of Luxury Lounge Inc. The acquisition was accounted for
using the purchase method and the Company recognized goodwill of $23,708,832.
The Company acquired $71,371 in cash balances in the purchase of Luxury Lounge
Inc.

8. RETIREMENT OF SHARES

In October 2000, 4,612,895 common shares were returned to treasury by the former
officers and directors of the Company at no cost to the Company.

9. SEGMENTS

The Company adopted SFAS No.131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION. SFAS No. 131 requires the Company to use a management
approach in identifying segments of its business and establishes standards for
reporting information about segments.

The Company's business operations are divided into two principal business
segments: the leasing of the FX3000 program and the merchandise activities of
Luxury Lounge Inc. The Company's business segments are based on business units
or entities that offer different products and services. The customers leasing
the FX3000 program are located in the United States and the customers of Luxury
Lounge are located mostly in the United States.

The segments are managed separately because each business segment requires
different strategic initiatives, marketing, and software programming. The
Company's revenue, income before provision for income taxes, depreciation,
interest expense, total assets and capital expenditures for each segment for the
years ended January 31, 2002:

                                      F-10
<PAGE>
     Gross Sales
        FX 3000                                               $     70,000
        Luxury Lounge                                               48,744
                                                              ------------
     Total gross sales                                        $    118,744
                                                              ============
     Gross Profit (Loss)
        FX 3000                                               $   (447,758)
        Luxury Lounge                                               30,811
                                                              ------------
     Total gross profit (loss)                                $   (416,947)
                                                              ============
     Income (loss) from operations
        FX 3000                                               $ (1,224,467)
        Luxury Lounge                                          (23,957,507)
                                                              ------------
     Total from operations                                    $(25,181,974)
                                                              ============
     Total Assets
        FX 3000                                               $  2,196,794
        Luxury Lounge                                               80,725
                                                              ------------
     Total assets                                             $  2,277,519
                                                              ============
     Depreciation expense
        FX 3000                                               $    560,498
        Luxury Lounge                                                    0
                                                              ------------
     Total                                                    $    560,498
                                                              ============
     Interest
        FX 3000                                               $     32,325
        Luxury Lounge                                                    0
                                                              ------------
     Total                                                    $     32,325
                                                              ============
     Capital expenditures
        FX 3000                                               $  1,220,884
        Luxury Lounge                                               56,831
                                                              ------------
     Total                                                    $  1,277,715
                                                              ============

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The value of cash, accounts receivable, shareholder receivable, accounts
payable, and debentures payable are estimated by management to approximate fair
market value at January 31, 2001 and January 31, 2002.

                                      F-11
<PAGE>
11. COMMITMENTS AND CONTINGENCIES

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

                                     2001                    2000
                                     ----                    ----
    2001                         $        0                  $   0
    2002                            109,967                      0
    2003                            113,265                      0
    2004                            116,663                      0
    2005                            120,163                      0
    2006                            123,768                      0
    Thereafter                      701,262                      0
                                 ----------                  -----

    Total                        $1,285,087                  $   0
                                 ==========                  =====

Rent expense for fiscal year 2002 and 2001 was $66,043 and $56,181,
respectively.

12. PROPERTY AND EQUIPMENT

                                              1/31/02             1/31/01
                                              -------             -------
     FX3000 software                       $ 2,188,233         $ 1,027,962
     Promotion-Stat software                    57,451                   0
     Furniture                                  23,132               5,091
     Equipment                                 164,688             134,158

     Accumulated depreciation                 (622,851)            (73,775)
                                           -----------         -----------

     Net property & equipment              $ 1,810,653         $ 1,093,436
                                           ===========         ===========

13. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                     31-Jan-02         31-Jan-01
                                                     ---------         ---------
     Net loss before provision for income taxes    $(25,195,896)      $(946,827)
                                                   ============       =========

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

     Total                                         $          0       $       0

     Less deferred tax benefit:
       Federal loss carry-forward                      (964,864)       (366,737)
       Allowance for recoverability                     964,864         366,737
                                                   ------------       ---------

     Provision for income taxes                    $          0       $       0
                                                   ============       =========

                                      F-12
<PAGE>
A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective rate is as follows:

     Statutory U.S. federal rate                            34%              34%
     Statutory state and local income tax                   10%              10%
     Timing differences                                    -44%             -44%
                                                     ---------        ---------

     Effective rate                                          0%               0%
                                                     =========        =========

Deferred income taxes are comprised of the following:

     Net operating loss carry-forward                $ 964,864        $ 366,737
     Allowance for recoverability                     (964,864)        (366,737)
                                                     ---------        ---------
     Deferred tax benefit                            $       0        $       0
                                                     =========        =========

Deferred tax benefits arising form the net operating loss carry-forward expires
in 2021 and 2021.

14. RELATED PARTY TRANSACTIONS

In fiscal year 2001, the Company advanced an officer and shareholder of the
Company $60,000. The advance is unsecured and is due on demand and is recorded
in receivables from shareholders in the consolidated balance sheet. The loan
carries interest of 3.50%. Interest income of $2,205 and $1,575 at fiscal year
ended 2002 and 2001, respectively is attributable to advances to shareholders.

During fiscal year 2002, the Company advanced an officer and shareholder of the
Company $8,825. The advance is unsecured and is due on demand and is recorded in
receivables from shareholders in the consolidated balance sheet. The loan has no
stated interest.

In fiscal year 2001, the Company borrowed $85,000 from a company that is owned
by an officer and a shareholder of the Company. The loan payable is unsecured,
due on demand, and non-interest bearing. The loan payable is reflected in loans
from shareholders in the consolidated balance sheet and was paid in fiscal year
2002.

15. RESTATEMENT

Subsequent to the issuance of the 10KSB report for the year ended January 31,
2001, the Company became aware that the number of shares issued to purchase
FX3000 Inc. in fiscal year 2001 was incorrect. The number of shares issued to
purchase FX3000 was restated from the originally reported amount of 7,354,997 to
7,906,497. Total shareholders' equity and net loss per share was not affected by
the restatements.

                                      F-13
<PAGE>
The following table sets forth the original account balances reported and the
restated balances for the affected accounts.

                                               As Reported      As Restated
                                               -----------      -----------
     Common stock - par value                  $    1,239        $      833
     Additional paid in capital                $3,898,226        $3,898,640

16. SUBSEQUENT EVENT

In March 2002, the Company began an offering of preferred stock. The Company is
offering 10 million Class B preferred stock for $3 per share to be sold in
minimum units of 30,000 shares.

The Class B preferred stock has a stated value of $3 per share and a cumulative
non-participating dividend of 6%. The Class B preferred stock is convertible
into common stock at a conversion ratio of one preferred share for one common
share. Each Class B preferred share include one detachable common stock warrant.
The common stock warrant is exercisable into a common share at an exercise price
of $5 and expires three years from the date of the issuance.

The Company has sold no units of this offering as of the date of this report.

In March 2002, the Company sold its FX3000 program to a joint venture company
that will market the software program. The Company received a 25% interest in
the joint venture company.

                                      F-14