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, 2003


                        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 gross revenues for its most recent fiscal year were $ 183,506.

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity,  (par value  $.0001) as of January 31, 2003 is  16,520,853.  There is no
public market for the registrant's securities at the date of this Report.
<PAGE>
                                   FORM 10-KSB
                                 JANUARY 31,2003
                        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
             Stockholder Matters                                             12
     ITEM 6. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             13
     ITEM 7. Financial Statements                                            15
     ITEM 8. Changes in and Disagreements with Accountants                   15

PART III

     ITEM 9. Directors, Executive Officers, Promoters and Control Persons    16
     ITEM 10. Executive Compensation                                         22
     ITEM 11. Security Ownership of Certain Beneficial Owners
              and Management                                                 22
     ITEM 12. Certain Relationships and Related Transactions                 23
     ITEM 13. Exhibits and Reports on Form 8-K                               23

SIGNATURES                                                                   24

PART F/S

     Financial Statements                                            F-1 to F-12
<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 joint venture in return for
the  transfer.  The  remaining  75% of the joint  venture is owned by Tradition,
N.A., a major,  Swiss-based financial company. The un-depreciated cost of the FX
3000 program at the date of the transfer was $1,670,485.  However, as of January
31, 2003,  the Company has  recognized a loss of  $1,541,241  as a result of the
investment  in  the  joint  venture  and  presently  carries  the  value  of its
investment  in the joint  venture at $129,244 on its balance sheet as of January
31, 2003.

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 7,918,565  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

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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,
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 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,  which assumed all administrative,
funding and marketing responsibilities of commercializing the FX3000 system. The
Company  retained a 25% interest in the joint venture and remained  obligated to
complete the final development of the software to the  specifications set by the
parties to the joint  venture.  Management  believes  that as the joint  venture
commences commercial  operations (expected to develop 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

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estimated to be at $1.5  Trillion in  currencies  traded  every day.  Most Forex
trading is done at the  wholesale  level  amongst  brokers  and major  banks via
private or  vendor-supplied  computer  networks.  The  availability  of Internet
technologies is increasing the availability of lower-cost trading  opportunities
at the retail level for money  managers,  sophisticated  high net worth traders,
international  corporations and small and medium size  institutions.  Individual
investors are also being drawn to on-line  Forex trading in increasing  numbers,
further increasing the pool of prospective trading  participants.  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 and 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  commercial
operation of the upgraded FX3000 software platform to begin during calendar year
2003 and to develop into full scale operations during calendar year 2004.

                  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:

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

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

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

In addition to finding  visitors with high  "targetability",  the  PromotionStat
technology  is  able  to  record  and  analyze  detailed  information  regarding
visitors.  This  innovative  screening  system  allows  web  owners to track and
identify the referring source of their visitors,  calculate the amount of unique
visitors on a daily basis,  describe the nature and dynamics of visitor activity
on a web site and much more.  PromotionStat  also has a built in mechanism  that

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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
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

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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
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

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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.

                                 V. RISK FACTORS

1.  LIMITED  OPERATING  HISTORY AND RECORD OF  EARNINGS.  The Company has only a
limited  history of  operations.  The  Company  has  transferred  its  principal
technology to a joint venture formed with  Traditional  N.A., a major  brokerage
and financial company, in exchange for a 25% interest in the joint venture.  The
joint venture has only recently begun to market the FX3000  software  system and
has not yet  distributed  any  revenues.  As a result,  at January  31, 2003 the
Company  recognized a loss of  $1,541,241  as a result of its  investment in the
joint venture. The Company is also developing  additional software product aimed

                                       8
<PAGE>
at the  e-commerce  market,  although no assurance can be given as to when these
additional  technologies will result in operating  revenues to the Company.  For
fiscal year 2003, the Company  realized a net loss of $4,569,535 (as compared to
a net loss of $25,195,896 for fiscal 2002). As a development  stage  enterprise,
the Company is subject to all of the risks  inherent in the  establishment  of a
new business,  including the absence of a significant operating history, lack of
market recognition and limited banking and financial relationships. Further, the
Company's  auditor has  included a "going  concern"  footnote  in the  Company's
audited  financial  statements  for fiscal  2003.  See  "FINANCIAL  STATEMENTS -
FOOTNOTE 15."

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

                                       9
<PAGE>
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.  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

                                       10
<PAGE>
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 during fiscal 2003.
However,  during fiscal 2002 the  shareholders  of the Company  approved (i) the
acquisition  of Luxury Lounge,  Inc. in exchange for 7,918,565  shares of common
stock and (ii) 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.,  a  Delaware
corporation,  the designer of the FX3000 software program.  Although the Company
had begun to generate  revenues from the leasing of the FX3000 software  system,
in March 2002,  the Company  transferred  its FX3000 system to FX Direct Dealer,
LLC, a joint venture  company that will market the FX3000 software  program.  At
that time the Company  terminated all existing leases for the FX3000 system. The
Company  received a 25% interest in the joint venture  company in return for the
transfer.  The remaining 75% of the joint venture company is owned by Tradition,
N.A., a major, Swiss-based financial company.

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,  who at the
time of the 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.  The on-line sales operations were terminated  following the
acquisition.  Luxury also was 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.

GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS.

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

*    Inability of the company to secure additional financing
*    Unexpected economic changes in the United States
*    The imposition of new  restrictions  or regulations by government  agencies
     that affect the Company's business activities.

To the extent possible,  the following  discussion will highlight the activities
of the Company's business activities for the fiscal years ended January 31, 2003
and  January 31,  2002.  Except for per share  amounts,  the  financial  amounts
discussed are rounded to the nearest thousandth.

                                       13
<PAGE>
I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS.

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME:

Since the transfer of the FX3000 system to the Joint Venture and the termination
of the on-line sales operations of Luxury (all as discussed above) the Company's
operations have been  concentrated  into a single business segment - to wit, the
acquisition  and/or development of new technologies.  Consequently,  even though
the Company still maintains two separate subsidiaries the prior business segment
reporting has been  discontinued and all information in this Report is presented
on a consolidated basis.

Revenues  for the fiscal year 2003 were  $184,000,  as compared to $119,000  for
fiscal 2002. Cost of sales were $80,000 for fiscal 2003, as compared to $536,000
for fiscal 2002, and includes the depreciation on the ongoing development of the
FX3000  program.   The  cost  of  developing  the  FX3000  software  system  was
$2,188,000. This cost was fully amortized during fiscal 2002 and the FX Software
is carried  at a cost  basis of $0 in fiscal  2003.  Net gross  revenues  during
fiscal 2003 were $104,000,  as compared to a gross loss on sales of $417,000 for
fiscal 2002.

During the fiscal 2002,  the Company  offered  1,000,000  shares of  convertible
Class A 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.
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. There was no such charge during fiscal 2003.

General and administrative expenses for fiscal 2003 were $3,136,000, as compared
to fiscal  2002 where  general and  administrative  expenses,  exclusive  of the
impairment  charge of $23,709,000  discussed above,  totaled  $1,056,000,  or an
increase of just over 66%. Most of the increase was due to additional consulting
and professional fees and salaries.

After deducting general and administrative costs, the Company experienced a loss
from  operations  of  $3,031,000  during  fiscal  2003 as  compared to a loss 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 was $1,473,000.

Interest  income  resulted  from  the  investment  of the  funds  raised  in the
Company's  preferred stock offerings was $3,000 for fiscal 2003 with no interest
expense  during  this year,  compared  to 7,000 in the prior year with  interest
expense  of  $32,000  representing  the  interest  accrued  on  the  outstanding
convertible debentures during fiscal 2002. The convertible debentures had a face
value of  $175,000  and carry an  interest  rate  12.50%.  The  debentures  were
converted into preferred stock in October 2001.

                                       14
<PAGE>
Net loss for fiscal 2003 was $4,570,000 compared with $25,196,000 in fiscal 2002
that, again,  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.

On a per share basis, loss per share decreased to a loss of $0.29 from a loss of
$2.45 per share for fiscal 2002.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31,  2003 cash on hand was  $217,000  as  compared  with  $317,000 at
January 31, 2002.  During the year,  the Company  continued its offering Class A
Convertible  Preferred Stock and Class B Convertible  Preferred Stock, both with
detachable  common stock purchase  warrants in Units consisting of 1 share and 1
warrant.  During  fiscal  2003  the  Company  issued  51,750  shares  of Class A
preferred  Stock and received  total proceeds of $153,000 (net of placement fees
of $2,000). In addition, during fiscal 2003 the Company issued 352,661 shares of
Class B  preferred  stock and  received  total  proceeds of  $1,037,000  (net of
placement fees of $21,000).  The Class A preferred  stock pays a dividend of 13%
while the Class B preferred  stock pays a dividend  of 6%. At January 31,  2003,
the dividend on the Class A and Class B Preferred  Shares were in arrears for an
aggregate of $165,171, as compared with $115,773 at January 31, 2002.

The proceeds of the offering were mostly used to complete the  construction  and
upgrades of the FX3000 program and for operations. Operations used $1,993,000 of
cash during fiscal 2003, as compared with $611,000 of cash during fiscal 2002.

In  addition,  at  January  31,  2003 the  Company  had a loan from  shareholder
outstanding in the amount of $130,000.

At January 31, 2003, the Company had working capital of $42,115,  as compared to
a working  capital  deficit of $91,000 at January 31, 2002. Much of the increase
in the working  capital is due to the reduction in accounts  payable and accrued
expenses.

Total assets at January 31, 2003 were $544,000,  compared with  $2,278,000  last
year.  Most of the decrease is due to the sale of the FX3000 system to the joint
venture and the resulting loss on the Company's investment.

The Company's total stockholders' equity increased from a deficit of $484,000 at
January 31, 2002 to $366,000 at January 31, 2003, or an increase of $850,000. As
mentioned above,  during the year the Company continued its private placement of
its Class A and Class B preferred stock.

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, 2003 and 2002 are  submitted  herewith as PART
F/S on Pages F-1 to F-12.

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.

                                       15
<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        54      Chief Executive Officer & Chairman of the Board of
                            Directors
Stan Mashov         34      Vice President, Chief Technology Officer & Director
Dr. Abel Raskas     63      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.

                                       16
<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
development  process and quality assurance  standards and practices  designed to
provide  consistent  quality control in all aspects of the Company's  technology

                                       17
<PAGE>
development. With his broad software engineering experience Mr. Finkelstein also
took part in the development of high-level design and architectural concepts for
the  next  generation  of the  FX3000  platform  and has been  managing  all the
analytical,  design, implementation and testing activities for subsequent FX3000
releases.  Mr.  Finkelstein holds a Master of Science Degree in Mathematics from
St. Petersburg Institute of Fine Mechanics and Optics.

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

BOARD OF ADVISORS

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

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
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

                                       18
<PAGE>
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.

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.

                                       19
<PAGE>
CARL P. RANNO, SPECIAL 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 a Bachelors and Masters Degrees in Mathematics.

THEODORE JAY, PATENT COUNSEL TO THE BOARD OF DIRECTORS

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

                                       20
<PAGE>
DR. V. L. KVINT, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

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

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.

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.

                                       21
<PAGE>
DR. JOSEPH MEDVED, PH.D. SPECIAL ADVISOR TO THE BOARD OF DIRECTORS

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

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  during fiscal 2003 of
$201,476,  in  the  aggregate.  At  present,  there  are no  written  employment
agreements between the Company and any of its officers or directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the Common Stock ownership of each person and /or
group known by the Company to be the beneficial owner of five percent or more of
the Company's  Common Stock,  each director  individually,  and all officers and
directors as a group. Each person has sole voting and investment with respect to
the shares of Common Stock shown, and all ownership is of record and beneficial.
The only  class of stock  issued  is  Common.  There  are  10,000,000  shares of
preferred authorized and none issued.

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

Stan Mashov                           827,778                           5.0%
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                          59.0%
----------
(1) Based upon 16,520,853 issued and outstanding.

                                       22
<PAGE>
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. During fiscal 2003 this loan
was forgiven by the Company in lieu of payment of performance bonuses.

At January 31, 2003, the Company had loans outstanding in the amount of $130,000
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.

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

31.1 - Certification  of Chief Executive  Officer pursuant to Section 302 of The
       Sarbanes-Oxley Act of 2002

31.2 - Certification  of Chief Financial  Officer pursuant to Section 302 of The
       Sarbanes-Oxley Act of 2002

32   - Certification  of Chief Executive  Officer and Chief  Financial  Officer
       pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

None.

                                       23
<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: October 24, 2003                  By: /s/ Alex Stelmak
                                            ------------------------------------
                                            Alex Stelmak
                                            Chief Executive Officer and Director

Dated: October 24, 2003                  By: /s/ Abel Raskas
                                            ------------------------------------
                                            Abel Raskas
                                            President and Director

Dated: October 24, 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: October 24, 2003                  By: /s/ Alex Stelmak
                                            ------------------------------------
                                            Alex Stelmak
                                            Director

Dated: October 24, 2003                  By: /s/ Abel Raskas
                                            ------------------------------------
                                            Abel Raskas
                                            Director

Dated: October 24, 2003                  By: /s/ Stan Mashov
                                            ------------------------------------
                                            Stan Mashov
                                            Director

                                       24
<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, 2003 and January 31, 2002 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
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,  2003 and January 31, 2002 and the related  consolidated
statements of operations and consolidated  statement of changes in shareholders'
equity and cash flows for the years  then  ended then ended in  conformity  with
generally accepted accounting principles generally accepted in the United States
of America.

As more fully  discussed in Note 15 to the  consolidated  financial  statements,
there are  significant  matters  concerning  the Company that raise  substantial
doubt  as to  the  ability  of the  Company  to  continue  as a  going  concern.
Management's plans with regard to these matters are also described in Note 15 to
the consolidated financial statements.  The consolidated financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets or the amounts and classifications of recorded  liabilities that
might be necessary in the event that the Company cannot continue in existence.


/s/ Donahue Associates, L.L.C.
----------------------------------
Monmouth Beach, New Jersey
May 24, 2003

                                      F-1
<PAGE>
                        ADVANCED TECHNOLOGIES GROUP, LTD.
                           CONSOLIDATED BALANCE SHEETS
                   AS OF JANUARY 31, 2003 AND JANUARY 31, 2002
<TABLE>
<CAPTION>
                                                                            31-Jan-03            31-Jan-02
                                                                          ------------         ------------
<S>                                                                       <C>                  <C>
ASSETS

Current assets:
  Cash & interest bearing deposits                                        $    217,249         $    316,752
  Accounts receivable                                                            2,761               21,000
                                                                          ------------         ------------
      Total current assets                                                     220,010              337,752

Other assets:
  Property & equipment (net of accumulated depreciation of
   $163,972 at January 31, 2003 & $624,230 at January 31, 2002)                138,724            1,810,653
  Receivable from shareholder                                                        0               72,605
  Security deposit                                                              45,000               45,000
  Investment in joint venture                                                  129,244                    0
  Trademarks & patents (net of amortization of $1,211 at
   January 31, 2003 and $606 at January 31, 2002)                               10,904               11,509
                                                                          ------------         ------------
      Total assets                                                        $    543,882         $  2,277,519
                                                                          ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable & accrued expenses                                     $     47,423         $    428,904
                                                                          ------------         ------------
      Total current liabilities                                                 47,423              428,904
  Loan from shareholder                                                        130,472                    0

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 942,313 shares
   at January 31, 2003 and 890,563 at January 31, 2002                       2,485,791            2,332,402
  Series B preferred stock, 1 share convertible to 1 share of common;
   6% cumulative non-participating, authorized 7,000,000 shares at
   stated value of $3 per share, issued and outstanding 352,661 shares       1,036,577                    0
  Common stock- $.0001 par value, authorized 100,000,000 shares,
   16,520,853 issued and outstanding at January 31, 2003 and 16,252,167
   at January 31, 2002                                                           1,652                1,625
  Additional paid in capital                                                29,662,172           27,765,258
  Accumulated deficit                                                      (32,820,205)         (28,250,670)
                                                                          ------------         ------------
      Total shareholders' equity                                               365,987             (483,787)
                                                                          ------------         ------------

      Total Liabilities & Shareholders' Equity                            $    543,882         $  2,277,519
                                                                          ============         ============
</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, 2003 AND JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                      31-Jan-03            31-Jan-02
                                                    ------------         ------------
<S>                                                 <C>                  <C>
Revenues:
  Gross Sales                                       $    183,506         $    118,744
  Less cost of sales                                     (79,386)            (535,691)
                                                    ------------         ------------

  Net gross loss on sales                                104,120             (416,947)

General and administrative expenses:
  Salaries and benefits                             $    251,622         $    100,499
  Consulting & professional fees                       2,031,329              566,952
  General administration                                 837,476              346,827
  Impairment charge                                            0           23,708,832
  Depreciation & amortization                             15,083               41,917
                                                    ------------         ------------

  Total general & administrative expenses              3,135,510           24,765,027
                                                    ------------         ------------

Net loss from operations                              (3,031,390)         (25,181,974)

Other revenues and expenses:
  Loss on investment in joint venture                 (1,541,241)                   0
  Interest income                                          3,096                7,152
  Other income                                                 0               11,251
  Interest expense                                             0              (32,325)
                                                    ------------         ------------

Net income before provision for income taxes          (4,569,535)         (25,195,896)

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

Net loss                                            $ (4,569,535)        $(25,195,896)
                                                    ============         ============
Loss per common share:
  Basic & fully diluted                             $      (0.29)        $      (2.45)
                                                    ============         ============
Weighted average of common shares:
  Basic & fully diluted                               16,475,025           10,313,243
                                                    ============         ============
</TABLE>

                   See the notes to the financial statements.

                                      F-3
<PAGE>
                        ADVANCED TECHNOLOGIES GROUP, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED JANUARY 31, 2003 AND JANUARY 31, 2002
<TABLE>
<CAPTION>
                                                              31-Jan-03            31-Jan-02
                                                            ------------         ------------
<S>                                                         <C>                  <C>
Operating Activities:
  Net loss                                                  $ (4,569,535)        $(25,195,896)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Impairment charge                                                 0           23,708,832
     Amortization                                                    605                1,378
     Depreciation                                                 55,941              560,498
     Loss on investment in joint venture                       1,541,241                    0
     Compensation expense                                      1,138,969              111,715
     Salaries expense                                            203,077                    0

Changes in other operating assets and liabilities:
  Accounts receivable                                             18,239              (21,000)
  Accounts payable & accrued expenses                           (381,481)             346,503
                                                            ------------         ------------
Net cash used by operations                                   (1,992,944)            (487,970)

Investing Activities:
  Security deposit on office space                          $          0         ($    45,000)
  Investment in patent                                                 0               (2,004)
  Purchase of property & equipment                               (54,497)          (1,277,715)
                                                            ------------         ------------
Net cash used by investing activities                            (54,497)          (1,324,719)

Financing Activities:
  Issuance of common stock                                       757,972                    0
  Cash acquired in purchase of Luxury Lounge Inc.                      0               71,371
  Issuance of preferred stock                                  1,213,233            2,343,066
  Placement fees paid on issuance of preferred stock             (23,267)            (207,539)
  Shareholder advances paid                                            0              (96,030)
                                                            ------------         ------------
Net cash provided by financing activities                      1,947,938            2,110,868
                                                            ------------         ------------

Net increase (decrease) in cash during the period                (99,503)             298,179

Cash balance at beginning of the fiscal year                     316,752               18,573
                                                            ------------         ------------
Cash balance at end of the fiscal year                      $    217,249         $    316,752
                                                            ============         ============
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 FEBRUARY 1, 2001 TO JANUARY 31, 2003
<TABLE>
<CAPTION>
                                                          Common       Common          Preferred      Preferred
                                                          Shares      Par Value         Shares          Value
                                                          ------      ---------         ------          -----
<S>                                                     <C>            <C>             <C>            <C>
Balance at Inception, February 1, 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

Subscriptions received

Issued Preferred Class B shares                                                         352,661        1,036,577

Issued Preferred Class A  shares                                                         51,750          153,389

Issued common stock for services                           268,686           27

Detachable stock warrants issued

Net loss for the fiscal year
                                                        ----------      -------      ----------      -----------

Balance at January 31, 2003                             16,520,853      $ 1,652       1,294,974      $ 3,522,368
                                                        ==========      =======      ==========      ===========

                                                            Additional       Accumulated
                                                         Paid in Capital       Deficit          Total
                                                         ---------------       -------          -----
Balance at Inception, February 1, 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

Subscriptions received                                         757,972                           757,972

Issued Preferred Class B shares                                                                1,036,577

Issued Preferred Class A  shares                                                                 153,389

Issued common stock for services                               806,223                           806,250

Detachable stock warrants issued                               332,719                           332,719

Net loss for the fiscal year                                                  (4,569,535)     (4,569,535)
                                                           -----------      ------------    ------------

Balance at January 31, 2003                                $29,662,172      ($32,820,205)   $    365,987
                                                           ===========      ============    ============
</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, 2003 AND JANUARY 31, 2002

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 March 2002, the
Company sold the FX3000,  for a 25% interest in a joint  venture that markets of
the FX3000  software.  In addition,  the Company is the  developer of a software
program,  PromotionStat,  which assists on-line  advertisers in monitoring their
marketing effectiveness.

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

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

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

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

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

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

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

     Furniture & lease improvements     7 years
     Office equipment                   3 years
     Computer hardware                  3 years
     Software                           3 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 2002, the FASB issued SFAS No. 146,
"ACCOUNTING FOR COSTS  ASSOCIATED WITH EXIT OF DISPOSAL  ACTIVITIES"(SFAS  146).
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities. Under SFAS 146 companies will recognize a cost
associated with an exit or disposal activity when a liability has been incurred.
SFAS 146 also introduces  discounting the liability  associated with the exit or
disposal  activity  for the time  between the cost being  incurred  and when the
liability is ultimately  settled.  Management has concluded that the adoption of
SFAS 146  would not have had a  material  impact on the  Company's  fiscal  2002
financial position or results of operations.

In  October  2002,  the FASB  issued  SFAS No.  147,  "ACQUISITIONS  OF  CERTAIN
FINANCIAL  INSTITUTIONS"(SFAS  146).  The  statement  provides  guidance  on the
accounting for the  acquisition of a financial  institution  where the excess of
the fair  value of  liabilities  assumed  over the fair  value of  tangible  and
intangible assets acquired  represents  goodwill.  Management has concluded that
the adoption of SFAS 147 would not have had a material  impact on the  Company's
fiscal 2002 financial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "ACCOUNTING  FOR  STOCK-BASED
COMPENSATION-TRANSITION   AND  Disclosure"(SFAS  148).  The  statement  provides
alternative  methods of transition  for a change to a fair value based method of
accounting  for  stock-based  employee  compensation  and amends the  disclosure
requirements of SFAS 123. Management has concluded that the adoption of SFAS 148
would not have had a material  impact on the  Company's  fiscal  2002  financial
position or results of operations.

                                      F-7
<PAGE>
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
common  stock  equivalents.  As of January 31, 2003 and  January 31,  2002,  the
Company had  1,294,874  and  899,313,  respectively,  common  stock  equivalents
outstanding.   The   calculation  of  fully  diluted  loss  per  share  excludes
outstanding  common stock  equivalents  at January 31, 2003 and January 31, 2002
because their inclusion would be anti-dilutive.

The net  income  available  to common  shareholders  reported  in the  financial
statements  has been  adjusted  by the  cumulative  dividends  due to  preferred
shareholders  at January 31, 2003 and January 31, 2002 in  calculating  the loss
per share. The weighted  average of common shares  outstanding has been computed
as follows:

                                      31-Jan-03               31-Jan-02
                                     ----------              ----------

     Shares outstanding              16,520,853              16,252,167
                                     ==========              ==========
     Weighted average                16,475,025              10,313,243
                                     ==========              ==========

3.  ISSUANCE OF PREFERRED STOCK

During the  fiscal  year  2003,  the  Company  issued  51,750  shares of Class A
preferred  stock and  received  proceeds of $153,389,  net of placement  fees of
$1,861.  During the fiscal year 2003, the Company issued 352,661 shares of Class
B preferred stock and received proceeds of $1,036,577,  net of placement fees of
$21,406.

     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.

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

At January 31,  2003 and  January 31,  2002,  the  preferred  dividends  were in
arrears for $165,171 and $115,773, respectively.

                                      F-8
<PAGE>
4. STOCK WARRANTS OUTSTANDING

During  fiscal  years ended  January 31, 2003 and January 31,  2002,  there were
1,294,974  and 899,313  common stock  warrants  outstanding,  respectively.  The
following table summarizes the details of the warrants outstanding.

                                                         Exercise       Years to
                                           Amount         Price         Maturity
                                           ------         -----         --------
     Outstanding at February 1, 2001          8,750        $ 5            0.66
       Issued                               881,813        $ 5            1.67
       Cancelled                                  0
       Exercised                                  0
                                         ----------

     Outstanding at January 31, 2002        890,563
       Issued                               404,411        $ 5            2.67
       Cancelled                                  0
       Exercised                                  0
                                         ----------

     Outstanding at January 31, 2003      1,294,974
                                         ==========

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 2002 and the convertible preferred stock issued in fiscal year 2003.
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.

Consequently,  the Company  allocated  $332,719  and  $111,715  of the  proceeds
received  from the  issuance  of the  preferred  stock to the  detachable  stock
warrants in fiscal years 2003 and 2002, respectively.

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.

                                      F-9
<PAGE>
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 $.10 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. 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.

7. PROPERTY AND EQUIPMENT

The  following  table is a summary of property and equipment at January 31, 2003
and January 31, 2002.

                                           31-Jan-03            31-Jan-02
                                          -----------          -----------
     FX3000 software                      $         0          $ 2,188,233
     Promotion-Stat Software                   68,729               57,451
     Lease Improvements                        20,404                    0
     Furniture & Fixtures                      25,165               23,132
     Equipment                                188,398              164,688
     Accumulated depreciation                (163,972)            (622,851)
                                          -----------          -----------

     Net property & equipment             $   138,724          $ 1,810,653
                                          ===========          ===========

8. INVESTMENT IN JOINT VENTURE

In March 2002 the Company sold the FX3000 software program for a 25% interest in
a joint venture company that will market the FX3000 program.  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.  The Company
recognized  a loss  of  $1,541,241  at  January  31,  2003  as a  result  of the
investment in the joint venture.

                                      F-10
<PAGE>
9. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                    31-Jan-03        31-Jan-02
                                                  ------------     ------------

     Net loss before provision for income taxes   $ (4,569,535)    $(25,195,896)
                                                  ============     ============
     Current tax expense:
       Federal                                    $          0     $          0
       State                                                 0                0
                                                  ------------     ------------
       Total                                      $          0     $          0

     Less deferred tax benefit:
       Timing differnces                            (3,695,828)      (1,846,230)
       Allowance for recoverability                  3,695,828        1,846,230
                                                  ------------     ------------

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

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

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

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

     Deferred income taxes are comprised of the following:

     Timing differnces                            $ 3,695,828      $ 1,846,230
     Allowance for recoverability                  (3,695,828)      (1,846,230)
                                                  -----------      -----------

     Deferred tax benefit                         $         0      $         0
                                                  ===========      ===========

Note: The deferred tax benefits arising from the timing  differences  expires in
fiscal  years 2020 to 2023 and may not be  recoverable  upon the purchase of the
Company under current IRS statutes.

                                      F-11
<PAGE>
14. RELATED PARTY TRANSACTIONS

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 and repaid in fiscal 2003.

At January 31, 2003, the Company is indebted to this company for $130,  472. The
payable to the shareholder is unsecured and due on demand.  Interest at the cost
of the Company's capital of 7.50% has been imputed on the payable.

15. GOING CONCERN CONSIDERATIONS

The  accompanying  financial  statements  have been presented in accordance with
generally accepted  accounting  principals,  which assumes the continuity of the
Company as a going concern. However, during the twelve months ending January 31,
2003 and in the prior several  fiscal years,  the Company has  experienced,  and
continues to experience,  certain going concern issues related to profitability.
The Company  incurred a net loss of  $4,569,535  in fiscal 2003 and continues to
rely on the issuance of preferred  shares to raise  capital to fund its business
operations.

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

In the month to come, the Company has formulated  plans in cooperation  with the
Board of FXDD to continue to improve the FX3000 currency trading  platform.  The
upcoming release of the platform represents next generation technology that will
greatly  increase the profit  margin for the  Company,  while  further  reducing
overall costs of generating  revenues.  The  Management  also framed and focused
plans to add new trading  instruments to existing system, thus further expending
revenue base.

As more and more Broker/  Dealers come to recognize the unique  capabilities  of
FXDD  technology and business  model,  the Company  expects to greatly  increase
revenues with the expectation of achieving profitability within 12 months.

In  addition,  the  Management  is  gradually  increasing  the  capabilities  of
PromotionStat Internet analyzing software to be able to adapt this technology to
on-line trading industry in light of overall compliance with The Patriot Act.

16. ISSUANCE OF COMMON STOCK FOR SERVICES

During the fiscal  year 2003,  the Company  issued  268,686 to  consultants  for
services  rendered.  The Company valued the  transaction  using the price of the
preferred  shares of $3 per share issued  during the year,  with each  preferred
share  convertible  into one share of common  stock.  Consequently,  the Company
recorded a consulting  expense of $806,250 in the  statement of  operations  for
fiscal year 2003.

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