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

                                   FORM 10-K/A
                                (Amendment No. 1)
                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 2009

                        ADVANCED TECHNOLOGIES GROUP, LTD.
             (Exact name of registrant as specified in its charter)

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

331 Newman Springs Road, Suite 143, Red Bank, NJ                   07701
   (Address of principal executive offices)                     (Zip Code)

                                  732-784-2801
                         (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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).* [ ] Yes [ ] No

----------
* The registrant has not yet been phased into the interactive data requirements

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

The aggregate market value based on the average bid and asked price on the
over-the-counter market of the Registrant's Common Stock, ("Common Stock") held
by non-affiliates of the Company was $726,137 as at July 31, 2008.

There were 18,268,104 outstanding shares of Common Stock as of January 31, 2009.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes [ ] No

                       DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable
<PAGE>
                                   FORM 10-K/A
                        ADVANCED TECHNOLOGIES GROUP, LTD.

                                TABLE OF CONTENTS

                                     PART I

Forward Looking Statements                                                     4

Item 1.   Business                                                             4
Item 1A.  Risk Factors                                                        12
Item 1B.  Unresolved Staff Comments                                           15
Item 2.   Properties                                                          15
Item 3.   Legal Proceedings                                                   15
Item 4.   Submission of Matters to a Vote of Security Holders                 15

                                     PART II

Item 5.   Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities                  16
Item 6.   Selected Financial Data                                             16
Item 7.   Management's Discussion and Analysis of Financial Condition
           and Results of Operation                                           18
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk          19
Item 8.   Financial Statements and Supplementary Data                         19
Item 9.   Changes in and Disagreements With Accountants on Accounting
           and Financial Disclosure                                           19
Item 9A.  Controls and Procedures                                             20
Item 9B.  Other Information                                                   20

                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance              21
Item 11.  Executive Compensation                                              25
Item 12.  Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    27
Item 13.  Certain Relationships and Related Transactions, and Director
           Independence                                                       27
Item 14.  Principal Accounting Fees and Services                              28

                                     PART IV

Item 15.  Exhibits and Financial Statement Schedules                          29

Signatures                                                                    30

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                                EXPLANATORY NOTE

We are amending our Annual Report on Form 10-K for the fiscal year ended January
31, 2009 as filed with the Securities and Exchange Commission on May 18, 2009,
in response to comments from the staff of the Securities and Exchange Commission
("SEC") regarding certain of the disclosures which appeared therein.

As indicated in the Company's Form 8-K filed with the SEC on November 17, 2009,
the Chief Financial Officer of the Company in consultation with the Board of
Directors and Donohue Associates, L.L.C., its independent registered public
accounting firm has determined that it is necessary to amend and restate the
Company's financial statements for the fiscal year ended January 31, 2009
included in the Form 10-K as well as the Company's quarterly reports for the
periods ended April 30, 2009 and July 31, 2009 with respect to the timing of the
sale of the Company's approximately 25% joint venture interest (the "Membership
Interest") in FX Direct LLC ("FX Direct").

On January 26, 2009, the Company entered into a purchase and sale agreement (the
"Purchase Agreement"), by and among the Company, FX Direct as purchaser (the
"Purchaser"), MaxQ Investments, LLC ("MaxQ") which is the majority member of the
Purchaser and Tradition N.A. ("Tradition"), the remaining member of the
Purchaser, pursuant to which the Company agreed to sell (the "Sale") its
Membership Interest in FX Direct to FX Direct. On March 17, 2009, the Company
completed the Sale of the Membership Interest to FX Direct. The Agreement
provided that it was effective as of December 31, 2008, as a result of which the
Company was not entitled to receive any allocations of profit, loss or
distributions from FX Direct on account of its Membership Interest following
such date.

The Company originally accounted for the Sale as being effective in the fiscal
year ended January 31, 2009. However, following review of comments from the
Staff of the SEC, the Company has determined that the closing of the Sale should
be recorded in the first quarter of fiscal 2010.

In light of the conclusion to restate the Company's financial statements, the
Company's management and Board of Directors have concluded that readers should
no longer rely on the Company's previously filed financial statements and other
financial information for the fiscal year ended January 31, 2009 and the
quarterly reports for the periods ended April 30, 2009 and July 31, 2009.
Revised financial statements for the fiscal year ended January 31, 2009 are
included in this amended Form 10-K and amended quarterly reports on Form 10-Q
for the periods ended April 30, 2009 and July 31, 2009 are being filed
simultaneously herewith. Corresponding changes have been made to Item 6
(Selected Financial Data) and Item 7 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) of the Form 10-K. All
restatements to the financial statements affected are non-cash in nature.

The Form 10-K/A also includes changes to the following sections:

     1.   Item 9A (Controls and Procedures) has been revised to include a
          statement explaining why no auditors report on internal control over
          financial reports was required to be included in the Form 10-K.

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<PAGE>
     2.   Item 11 (Executive Compensation) has been revised to amend the
          disclosure in the Executive Compensation Table.

     3.   The signature page has been revised to clarify that Mr. Alex Stelmak
          has signed the Form 10-K in his capacity as Principal Executive
          Officer, Principal Financial Officer and Principal Accounting Officer.

     4.   The Report of the Company's Independent Registered Public Accounting
          Firm has been revised to identify the financial statements that are
          being audited and to delete the references to an audit of internal
          control over financial reporting.

Finally, we are including currently dated officer certifications which appear as
Exhibits 31.1, 31.2 and 32.1 to this amended report. Other than these changes,
all other information concerning our Company remains as contained in the
original filing and does not reflect any subsequent events.

                           FORWARD LOOKING STATEMENTS

Some of the information contained in this Annual 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. Unless
otherwise required by law, 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. Important factors that could cause actual results to
differ materially from our expectations ("Cautionary Statements") include, but
are not limited to, those set forth under the heading "Risk Factors" in this
Annual Report.

ITEM 1. BUSINESS

CORPORATE HISTORY

FXDIRECT

Advanced Technologies Group, Ltd. (the "Company," "ATG," "we," "us" or "our")
was incorporated in the State of Nevada in February 2000. In January 2001, the
Company purchased 100% of the issued and outstanding shares of FX3000, Inc.
(formerly Oxford Global Network, Ltd.), a Delaware corporation, the designer of
the FX3000 currency trading software platform. The FX3000 software program is a
financial real time quote and money management platform for use by independent
foreign currency traders.

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In March 2002, the Company transferred its FX3000 software program to FX Direct
Dealer, LLC ("FX Direct") a joint venture company that markets 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 was owned by
Tradition, N.A., a subsidiary of Compagnie Financiere Tradition, a major
Swiss-based financial company. On December 29, 2006 Tradition NA sold 80% of its
75% membership interest in the joint venture to the Chairman of the Board of
Directors of Tradition NA, who is now the primary beneficiary. Tradition NA
retained a 15% membership interest.

On January 26, 2009, the Company entered into a purchase and sale agreement (the
"Purchase Agreement"), by and among the Company, FX Direct as purchaser (the
"Purchaser"), MaxQ Investments, LLC ("MaxQ") which is the majority member of the
Purchaser and Tradition N.A. ("Tradition"), the remaining member of the
Purchaser, pursuant to which the Company agreed to sell (the "Sale") its
approximate 25% membership interest (the "Membership Interest") in FX Direct to
FX Direct. The Agreement provided that it was effective as of December 31, 2008,
as a result of which the Company was not entitled to receive any allocations of
profit, loss or distributions from FX on account of its Membership Interest
after such date. On March 17, 2009, the Company completed the Sale of the
Membership Interest to FX Direct.

The aggregate purchase price of the Membership Interest was approximately
$26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and
the remaining $17,000,000 is payable in 36 equal monthly installments of
$472,222.22, bearing interest at the rate of 10% per annum and evidenced by a
subordinated promissory note that was issued pursuant to a Cash Subordinated
Loan Agreement ("Loan Agreement"). The Loan Agreement provides the Company with
an increased interest rate in the event of late payments by the Purchaser and
with the remedy of liquidation in the event of a default. The Company previously
received approximately $250,000 from the Purchaser in full satisfaction of
amounts owed to the Company for providing certain services to the Purchaser.

The Company intends to retain the proceeds of the Sale for general working
capital purposes and to engage in new business opportunities.

PROMOTIONSTAT

During October 2001, the Company acquired 100% of the issued and outstanding
Common Stock of Luxury Lounge Inc. ("Luxury") in exchange for 7,918,565 shares
of its Common Stock. Luxury, at the time of acquisition, operated an on-line
interactive web site specializing in marketing of jewelry, watches and other
luxury items at a discount to the retail and wholesale consumer. In addition,
Luxury was also in the process of developing several ancillary technologies
designed to provide on-line marketers with analytical information relating to
the effectiveness of their on-line marketing techniques as well as allowing them
to offer additional services to their customers. The Company believes that these
technologies, (known as PromotionStat and Promote4Free) when properly developed,
will have the potential for generating significant revenues and profits for the
Company. The PromotionStat program will allow on-line retailers and advertisers
to verify customers and categorize the patrons of on-line retail stores. Due to
economic conditions, the Company terminated Luxury's on-line marketing
operations and devoted all of its efforts and resources to complete the
development and initiate the commercialization of the PromotionStat and
Promote4Free technologies.

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<PAGE>
To date, limited revenues ($0 in fiscal 2009 compared to $919,000 in fiscal
2008) have been generated from the Company's continuous software development and
maintenance of FX Direct Dealer platform (prior to the Sale) and no revenues
have resulted from the PromotionStat e-commerce software platform. Neither the
Company nor its predecessor has been involved in a bankruptcy, receivership or
similar proceeding.

DESCRIPTION OF BUSINESS

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 elected to concentrate on technologies within the developing
e-commerce marketplace.

THE FX3000 SYSTEM

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

Under the joint venture agreement, the Company assigned all of the FX3000
technology to the new joint venture company with Tradition NA, which assumed all
administrative, funding and marketing responsibilities of commercializing the
FX3000 system. The Company's Membership Interest was sold in January 2009.

ADDITIONAL TECHNOLOGIES UNDER DEVELOPMENT

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. 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 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.

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

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

PROMOTIONSTAT

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

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

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

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A WORKING EXAMPLE OF THE BENEFITS OF THE PROMOTIONSTAT SYSTEM

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

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

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

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

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

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

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

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

PROMOTE4FREE

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

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

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

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

CYBER-FENCE SYSTEM

Another major new technology under development by ATG, is the Company's
Cyber-Fence Internet Crime Tracking and Tracing Platform. It is an unfortunate
reality, as was highlighted by the tragic events of September 11, 2001, 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 DoubleClick.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) and 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.

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 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.

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The Cyber-Fence 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-Fence 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 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 development stage, management believes that, based upon
its evaluation of similar existing technologies now being developed, the
Cyber-Fence System offers an unparalleled potential for both commercial
development and for governmental and security uses.

NEW VENTURES

In addition to the development and marketing of our PromotionStat and
Cyber-Fence software platforms, the Company intends to seek to acquire and/or
develop other new technologies and other business opportunities. In this regard,
management is reviewing the possibility of entering into the aircraft recovery
and used aircraft parts business. Preliminary research by management has shown
the existence of a substantial shortage of used aircraft parts and that healthy
profit margins can be made with respect to that environmentally friendly
business. Management will also consider investing in commercial real estate
ventures.

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.

EMPLOYEES

As of January 31, 2009, we had two employees.

SEC REPORTS

We file annual, quarterly, current and other reports and information with the
SEC. These filings can be viewed and downloaded from the Internet at the SEC's
website at www.sec.gov. These reports are also available to be read and copied

                                       11
<PAGE>
at the SEC's public reference room located at Judiciary Plaza, 100 F Street,
N.E., 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.

ITEM 1A. RISK FACTORS

The following factors, in addition to other information contained on
incorporated by reference in this Form 10-K, should be considered carefully. Our
business, financial condition or results of operations could be materially
adversely affected by any of these risks. The risks described below are not the
only risks facing our company. Additional risks and uncertainties that we are
not aware of or that we currently believe are immaterial may also adversely
affect our business, financial condition, results of operation and liquidity.
The trading price of our shares of Common Stock could decline due to any of
these risks, and you may lose all or part of your investment.

THE COMPANY HAS A LIMITED HISTORY OF OPERATIONS ON WHICH TO JUDGE ITS FUTURE
PERFORMANCE.

The Company has only a limited history of operations. In 2002, the Company
transferred its principal technology to FX Direct in exchange for a 25% interest
in this joint venture, which interest was sold in March 2009. The Company is
also developing additional software products aimed at the e-commerce market,
although no assurance can be given as to when these additional technologies will
result in operating revenues to the Company. As a development stage enterprise,
the Company is subject to all of the risks inherent in the establishment of a
new business, including the absence of a significant operating history, lack of
market recognition and limited banking and financial relationships.

IF FX DIRECT IS UNABLE TO PAY ITS SUBORDINATED NOTE TO THE COMPANY, IT WILL HAVE
A MATERIAL ADVERSE EFFECT ON THE COMPANY'S FINANCIAL CONDITION.

$17 million of the purchase price for the Company's interest in FX Direct is
represented by a subordinated note from FX Direct that is payable in 36 monthly
installments. In the event FX Direct is adversely affected by future economic
conditions relating to its foreign currency dealing business, or in the event FX
Direct should become bankrupt, the Company may only receive a pro rata share of
the amounts due it. In the event of an FX Direct bankruptcy, the Company's
claims would be subordinate to the claims of the general creditors of FX Direct.

THE COMPANY IS LARGELY DEPENDENT ON ITS MANAGEMENT.

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

                                       12
<PAGE>
MANAGEMENT MAY NOT BE ABLE TO CONTROL THE COMPANY'S 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.

THE COMPANY MAY BE ADVERSELY AFFECTED BY 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.

THE COMPANY MAY NOT BE ABLE TO PROTECT ITS 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 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.

THE COMPANY'S SOFTWARE PRODUCTS WILL REQUIRE ONGOING MAINTENANCE AND UPGRADING.

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

                                       13
<PAGE>
THE SUCCESS OF THE COMPANY'S SOFTWARE PRODUCTS IS DEPENDENT UPON THE INCREASED
ACCEPTANCE AND USE OF THE INTERNET.

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.

THE COMPANY'S PRODUCTS ARE SUBJECT TO A 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.

THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS ON ITS COMMON STOCK.

The Company has not paid any dividends on its Common Stock nor, by reason of its
contemplated financial requirements, does it anticipate paying any dividends
upon its Common Stock in the foreseeable future.

A LOW MARKET PRICE MAY SEVERELY LIMIT THE POTENTIAL MARKET FOR OUR COMMON STOCK.

Our Common Stock is currently trading at a price substantially below $5.00 per
share, subjecting trading in the stock to certain SEC rules requiring additional
disclosures by broker-dealers. These rules generally apply to any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the

                                       14
<PAGE>
penny stock held in the account and information on the limited market in penny
stock. The additional burdens imposed upon broker-dealers by such requirements
could discourage broker-dealers from effecting transactions in our Common Stock.

THE MARKET PRICE OF YOUR SHARES WILL BE VOLATILE.

The stock market price of technology companies like the Company has been
volatile. Securities markets may experience price and volume volatility. The
market price of our stock may experience wide fluctuations that could be
unrelated to our financial and operating results. Such volatility or
fluctuations could adversely affect your ability to sell your shares and the
value you might receive for those shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. DESCRIPTION OF PROPERTY

Since August 2008, the Company's office has been located at 331 Newman Springs
Road, Suite 143, Red Bank, NJ, and its telephone number is 732-784-2801. The
Company occupies these premises that consist of shared office suites on a month
to month basis at a cost of approximately $400 (depending upon our level of
usage of the services provided by the facility operator).

ITEM 3. LEGAL PROCEEDINGS

SEC INVESTIGATION

In April 2009, the Company received notice of an investigation of the Company
being conducted by the staff of the Securities and Exchange Commission related
to possible violations of certain provisions of the Securities Act of 1933 and
the Securities Exchange Act of 1934. We are cooperating with the investigation.

There are no pending legal proceedings to which the Company is a party, or to
which any of its property is the subject, which the Company considers material.

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

On January 31, 2009, the Board of Directors and certain of their affiliates who
together own an aggregate of 11,006,730 shares of Common Stock, representing 60%
of the outstanding Common Stock executed a written consent approving the Sale of
the Company's Membership Interest in FXDirect.

                                       15
<PAGE>
                                     PART II

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

Our Common Stock is traded in the over-the-counter market and quoted on the
OTC-Bulletin Board under the symbol "AVGG." The trading for the Common Stock has
been sporadic and the market for the Common Stock cannot be classified as an
established trading market.

The following table sets out the high and low bid information for the Common
Stock as reported by the OTC Bulletin Board for each period/quarter indicated in
US$:

       Calendar Period           High Bid(1)          Low Bid(1)
       ---------------           -----------          ----------

       2007
       Second Quarter              $0.80                $0.21
       Third Quarter                0.50                 0.16
       Fourth Quarter               0.26                 0.10

       2008
       First Quarter                0.12                 0.06
       Second Quarter               0.13                 0.09
       Third Quarter                0.13                 0.10
       Fourth Quarter               0.10                 0.01

       2009
       First Quarter                0.13                 0.02

----------

(1)  The quotations set out herein reflect inter-dealer prices without retail
     mark-up, mark-down or commission and may not necessarily reflect actual
     transactions.

(b)  As of February 4, 2009, there were 431 holders of record of the Common
     Stock.

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

ITEM 6. SELECTED FINANCIAL DATA

Our selected consolidated financial data presented below for each of the years
in the two-year period ended January 31, 2009, and the balance sheet data at
January 31, 2009 and 2008 have been derived from consolidated financial
statements, which have been audited by Donahue Associates, L.L.C. The selected
financial data should be read in conjunction with our consolidated financial
statements for each of the years in the two-year period ended January 31, 2009,
and Notes thereto, which are included elsewhere in this Annual Report.

                                       16
<PAGE>
STATEMENT OF OPERATIONS DATA:

<TABLE>
<CAPTION>
                                                                 Year ended January 31,
                                                          -----------------------------------
                                                              2009                   2008
                                                          ------------           ------------
<S>                                                       <C>                    <C>
General and administrative expenses                       $   (823,488)          $ (3,627,891)
                                                          ------------           ------------

Net loss from operations                                      (823,488)            (3,627,891)

Other revenues and expenses                                     30,963                231,344
                                                          ------------           ------------

Net income (loss) before provision for income taxes           (792,525)            (3,396,547)

Provision for income taxes                                          (0)                     0
                                                          ------------           ------------

Loss from continuing operations                               (792,525)            (3,396,547)

Discontinued operations:
  Income from discontinued component
   (net of tax)                                                254,451              2,735,058
                                                          ------------           ------------

Net income (loss)                                         $   (538,074)              (661,489)
                                                          ============           ============

Net income (loss) per common share:
  Basic                                                   $      (0.03)          $      (0.04)
  Fully diluted                                                  (0.03)                 (0.04)
                                                          ------------           ------------

Weighted average number of shares outstanding:
  Basic                                                     18,268,104             18,085,135
  Fully diluted                                             18,268,104             18,085,135
                                                          ------------           ------------

BALANCE SHEET DATA
                                                                    As at January 31,
                                                          -----------------------------------
                                                              2009                   2008
                                                          ------------           ------------

Total assets                                              $  2,549,394           $  2,527,218
Total liabilities                                            3,498,970              2,938,720
                                                          ------------           ------------

Stockholders' equity (deficit)                            $   (949,576)          $   (411,502)
                                                          ------------           ------------
</TABLE>

                                       17
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

BACKGROUND

The Company was incorporated in the State of Nevada in February 2000. In January
2001, the Company purchased 100% of the issued and outstanding shares of FX3000,
Inc. (formerly Oxford Global Network, Ltd.), a Delaware corporation, the
designer of the FX3000 currency trading software platform. 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 ("FX Direct") a joint venture company that markets the FX3000
software program. The Company received a 25% interest in the joint venture in
return for the transfer. On January 26, 2009, the Company entered into a
purchase and sale agreement (the "Purchase Agreement"), pursuant to which the
Company agreed to sell (the "Sale") its approximate 25% membership interest (the
"Membership Interest") in FX Direct to FX Direct. The Agreement provided that it
was effective as of December 31, 2008, as a result of which the Company was not
entitled to receive any allocations of profit, loss or distributions from FX on
account of its Membership Interest after such date. On March 17, 2009, the
Company completed the Sale of the Membership Interest to FX Direct.

The aggregate purchase price of the Membership Interest was approximately
$26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and
the remaining $17,000,000 is payable in 36 equal monthly installments of
$472,222.22, bearing interest at the rate of 10% per annum and evidenced by a
subordinated promissory note that was issued pursuant to a Cash Subordinated
Loan Agreement ("Loan Agreement").

In addition to the development and marketing of our PromotionStat and
Cyber-Fence software platforms, the Company intends to seek to acquire and/or
develop other new technologies and other business opportunities. In this regard,
management is reviewing the possibility of entering into the aircraft recovery
and used aircraft parts business. Preliminary research by management has shown
the existence of a substantial shortage of used aircraft parts and that healthy
profit margins can be made with respect to that environmentally friendly
business. Management will also consider investing in commercial real estate
ventures.

RESULTS OF OPERATIONS

The Company did not generate any revenues from operations in fiscal 2009 or
fiscal 2008 as the Company's software servicing and maintenance operations were
terminated in fiscal 2008 and are presented as a discontinued component in the
Company's statement of operations.

General and administrative expenses in fiscal 2009 decreased to $823,488 as
compared to $3,627,891 in fiscal 2008, primarily as a result of a decrease in
salaries and benefits in connection with the termination of the Company's
software servicing and maintenance operations for FX Direct.

The Company experienced a loss from continuing operations of $823,488 in fiscal
2009 as compared to $3,627,891 in 2008.

                                       18
<PAGE>
The Company had income from discontinued component (net of tax) of $254,451 in
fiscal 2009 as compared to $2,735,058 in fiscal 2008. Income from discontinued
component represents income on account of FX Direct, which is treated as a
discontinued component as a result of the Company's decision to sell its
Membership Interest in FX Direct.

As a result of the foregoing, the Company had a net loss of $538,074 in fiscal
2009 as compared to a net loss of $661,489 in fiscal 2008.

FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2009 cash on hand was $134,918 as compared with $67,287 at
January 31, 2008.

On March 17, 2009, the Company completed the Sale of its Membership Interest to
FX Direct. The aggregate purchase price of the Membership Interest was
approximately $26,000,000, of which $9,000,000 was paid in cash at the closing
of the Sale and the remaining $17,000,000 is payable in 36 equal monthly
installments of $472,222.22, bearing interest at the rate of 10% per annum and
evidenced by a subordinated promissory note that was issued pursuant to a Cash
Subordinated Loan Agreement ("Loan Agreement"). The Loan Agreement provides the
Company with an increased interest rate in the event of late payments by the
Purchaser and with the remedy of liquidation in the event of a default. The
Company also received approximately $250,000 from the Purchaser in full
satisfaction of amounts owed to the Company for providing certain services to
the Purchaser.

The Company intends to retain the proceeds of the Sale for general working
capital purposes and to engage in new business opportunities. The Company
believes that the proceeds of the sale of its interest in FX Direct will be
sufficient to fund its operations during fiscal 2010.

The Company issued a stock dividend of 211,431 shares of Common Stock to the
holders of the preferred stock in fiscal 2008.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At January 31, 2009, the Company had no outstanding borrowings under loan
facilities.

ITEM 8. FINANCIAL STATEMENTS

See F Pages

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

There have been no changes in accountants or any disagreements with accountants
on any matter of accounting principles or practices or financial statement
disclosures during the two years ended January 31, 2009.

                                       19
<PAGE>
ITEM 9A. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Our principal executive officer and our principal financial officer evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of
the end of the period covered by this report. Based on that evaluation, such
principal executive officer and principal financial officer concluded that, the
Company's disclosure control and procedures were effective as of the end of the
period covered by this report at the reasonable level of assurance

(b) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange act Rules
13a-15(f) under the Securities Exchange Act of 1934, as amended. under the
supervision of management and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation of internal Control over financial
reporting, our management concluded that our internal control over financial
reporting was effective as of January 31, 2009.

This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.

(c) CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

No change in our internal control over financial reporting occurred during our
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.

(d) OTHER.

We believe that a controls system, no matter how well designed and operated, can
not provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. Therefore, a control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Our disclosure controls and procedures
are designed to provide such reasonable assurances of achieving our desired
control objectives, and our principal executive officer and principal financial
officer have concluded, as of January 31, 2009, that our disclosure controls and
procedures were effective in achieving that level of reasonable assurance.

ITEM 9B  OTHER INFORMATION

None.

                                       20
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

   Name             Age                             Position
   ----             ---                             --------

Alex Stelmak        60        Chief Executive Officer, Chairman of the Board and
                              Chief Financial Officer

Stan Mashov         40        Vice President, Chief Technology Officer and
                              Director

Dr. Abel Raskas     68        President, Senior Marketing Director and Director

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

ALEX J. STELMAK, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Mr. Stelmak has been Chief Executive Officer, Chairman of the Board and Chief
Financial Officer of the Company since 2001 and was a founder of the Company's
subsidiary FX3000, Inc. He has over twenty years of experience in operation and
management, building highly successful financial services firms. Mr. Stelmak has
served as President of Commonwealth Capital Group, Ltd., a financial advisory
and investment-banking firm that has been engaged as a consultant to the
Company. From 1996 to 1998, he served as the President of Oxford Holdings - a
Registered Commodities Broker/Dealer principally engaged in providing managed
currency-trading programs for Institutional and private clients. Prior to 1996
Mr. Stelmak also served as a stockbroker with BDS Securities, Greenway Capital
and US Securities, Inc. He holds a Series 7 and 63 licenses from the National
Association of Securities Dealers. Mr. Stelmak holds a BS degree in Business
Administration with a major in accounting. He also holds the U.S. Equivalent of
Master Degree in Economics.

STAN MASHOV, VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER

Mr. Mashov has been Vice President, Chief Technology Officer and a Director of
the Company since 2001 and was a founder of the Company's subsidiary FX3000,
Inc. 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. Mr. Mashov has been employed by FX Direct since 2006. 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.

                                       21
<PAGE>
DR. ABEL RASKAS, PRESIDENT/SENIOR MARKETING DIRECTOR

Dr. Raskas has been President, Senior Marketing Director and a Director of the
Company since 2001. He is also Founder and President of Luxury Lounge, Inc. - an
Internet wholesaler and retailer of luxury and premium quality goods and
services which is a subsidiary of 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.

BOARD OF DIRECTORS

Our Board of Directors consists of three members. Directors serve until the next
annual meeting of stockholders and until their successors are qualified and
elected. The officers serve at the will 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.

CODE OF ETHICS

Due to the limited nature of the company's operations and the limited number of
employees, the Company has not adopted a Code of Ethics.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our Directors,
executive officers and beneficial owners of more than 10% of the outstanding
Common Stock are required to file reports with the Securities and Exchange
Commission concerning their ownership of and transactions in our Common Stock
and are also required to provide to us copies of such reports. Based solely on
such reports and related information furnished to us, we believe that in fiscal
2009 all such filing requirements were complied with in a timely manner by all
Directors and executive officers

                                       22
<PAGE>
BOARD OF ADVISORS

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

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

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

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

                                       23
<PAGE>
certified equipment. That allows the system to be used for protection of vital
Government installations such as Nuclear Power Plants, Military Bases around the
World, Embassies, Bridges and Tunnels as well as other potential strategic
targets from terrorist attacks. Professor Gorlov is a recipient of research
grants from the US Dept. Of Energy, Allied Signal Co., New England Power Co. He
is a leading designer of a number of major worldwide construction projects such
as subway systems, hydroelectric power plants, tunnels, bridges etc. Professor
Gorlov is an author of over 90 periodical technical papers and 3 books.

CARL P. RANNO, SPECIAL LEGAL ADVISOR TO THE BOARD OF DIRECTORS

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

DR. 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.

SHOLIM GINSBURG, STRATEGIC TECHNOLOGY ADVISOR TO THE BOARD OF DIRECTORS

Mr. 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.

                                       24
<PAGE>
VLAD STELMAK, SPECIAL ADVISOR TO THE BOARD OF DIRECTORS FOR RECYCLING INDUSTRY

Mr. Stelmak is a Founder and COO of Anything IT Inc, a New Jersey Based IT Asset
Management and Disposition Company. He is responsible for the management of
global remarketing of both Federal Agency and Fortune 1000 IT assets. Mr.
Stelmak instituted best practices in performing IT asset audits/inventory with
necessary data capture to ensure highest return on resale value. He has
experience in the oversight of all fair market valuations of IT assets and the
development with ongoing support of AIT's proprietary fair market valuation
index. Mr. Stelmak is responsible for the day-to-day operations of the Global
Remarketing sales staff. He supervises the ongoing development and negotiation
of new channels of product remarketing/resale. He is responsible for locating
certified EPA/DEP Recycling partners, both domestic and international. Mr.
Stelmak is in charge of oversight of partner and sub-contractor compliance with
AIT standards as well as continued audits of partner practices. He is a graduate
of New York University with a BS in Marketing & International Business. Mr. Vlad
Stelmak is the son of Mr. Alex Stelmak, the Company's Chief Executive Officer.

AVRAHAM COHEN, SPECIAL TECHNOLOGY ADVISOR

Mr. Cohen is the founder and president of Vertex Product Development Inc. which
is a product design and engineering consultancy firm. Mr. Cohen serves as the
Company's President since the Company's inception in 1998. Mr. Cohen received a
bachelor's degree in Industrial Design (B.Sc.T.E.) from Tel Aviv University and
masters degree from Pratt Institute (M.I.D.). Vertex Product Development has an
extensive portfolio of products which were designed and engineered for the
medical, entertainment, and high-tech industries and are in the market place and
performing successfully. One of the most challenging products which was
designed/engineered from the ground up by Mr. Cohen is the WaveEtch 456-G2
silicon wafers processing fabrication machine currently in use by Infineon
Technologies ( NYSE : IFX ) and EMCORE Corporation (NASDAQ: EMKR).

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the annual salary, bonuses and all other
compensation awards and pay outs on account of our Chief Executive Officer and
our one other officer who earned in excess of $100,000 per annum for services
rendered to us during the fiscal years ended January 31, 2009 and 2008.

                                       25
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  Change in
                                                                                   Pension
                                                                                  Value and
                                                                    Non-Equity   Nonqualified
                                                                    Incentive     Deferred       All
 Name and                                                             Plan         Compen-      Other
 Principal                                      Stock     Option     Compen-       sation       Compen-
 Position         Year      Salary     Bonus    Awards    Awards     sation       Earnings      sation(2)  Total
------------      ----      ------     -----    ------    ------     ------       --------      ------     -----
<S>               <C>          <C>       <C>        <C>      <C>        <C>           <C>         <C>        <C>

Alex              2009   $  250,000   $75,000     --        --         --            --        $60,000   $  385,000
Stelmak, CEO(1)   2008    1,562,497        --     --        --         --            --         60,000    1,622,497

Dr. Abel
Raskas,           2009   $  250,000   $75,000     --        --         --            --        $60,000   $  385,000
President(1)      2008    1,453,870        --     --        --         --            --         60,000    1,513,870
</TABLE>

----------
(1)  Includes amounts recognized in fiscal 2008 as a salary expense for the
     named executive officers on account of prior fiscal years in accordance
     with their employment agreements. See "Employment Contracts" and Note 10 to
     the Consolidated Financial Statements.
(2)  Includes amounts payable for health insurance, home office expenses and
     transportation costs.

COMPENSATION PURSUANT TO PLANS

The Company does not have any pension or profit sharing plans.

COMPENSATION TO DIRECTORS

All of our directors are also officers who do not receive separate compensation
for serving as directors.

EMPLOYMENT CONTRACTS

The Company has three-year employment contracts with Mr. Stelmak and Dr. Raskas
that were renewed in April 2008. Terms of the employment contracts were proposed
by Messrs Stelmak and Raskas and were approved on behalf of the Company by Mr.
Stan Mashov, the sole disinterested director on the Board of Directors.

The employment contracts provide that Messrs. Stelmak and Raskas shall be paid a
base salary of $250,000 per annum (calculated retroactively from April 13 2002)
only after the Company has begun receiving profit distributions from its
investment in FX Direct. The Company received an allocation of income for
federal income tax purposes on account of its investment in FX Direct for the
2007 tax year pursuant to a Schedule K-1 that was issued by FX Direct to the
Company on or about June 2008, thereby triggering the accrual of the salary
payments. As a result, the Company changed the accounting treatment of the
amounts payable pursuant to the Employment Agreements from a contingent
obligation in fiscal 2008 to accrued expenses in fiscal 2009. A portion of the
funds received by the Company from the sale of its Membership Interest in FX
Direct in March 2009 was used to pay the accrued salary expenses.

                                       26
<PAGE>
The officers may also receive a discretionary bonus of up to 30% of their base
salary per year based upon the Company's assessment of the Employee's
performance over the previous year and available funds. In the event the
agreements are terminated other than for cause, the officers are entitled to
receive a payment equal to three times their base salary.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of January 31, 2009 the Common Stock ownership
of each person and /or group known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each director individually,
and all officers and directors as a group. Each person has sole voting and
investment with respect to the shares of Common Stock shown, and all ownership
is of record and beneficial.

                                       Number of
        Name                        Shares Owned (1)        Percent Owned
        ----                        ----------------        -------------

     Alex Stelmak                      4,389,476               24.31%
     32 Broadway, 3rd Floor
     New York, NY 10004

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

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

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

----------
(1) Based upon 18,268,104 issued and outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal year 2009 and 2008 the Company has been leasing shared office
space in New Jersey for $1,000 per month on a year-to-year lease. In the lease
the services of an administrative assistant and communication services are
included.

During fiscal years 2009 and 2008, the Company paid a consulting firm that is
owned by the chief executive officer, $ 0 and $29,488, respectively, for
marketing, investor relations, business planning, financial services, and public
relations consulting services.

                                       27
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the audit fees we were billed by Donohue Associates,
L.L.C. for fiscal 2009 and 2008:

                                 2009              2008
                                ------            ------
     Audit fees                 $4,750            $4,750

Audit fees were for the audit of our annual financial statements, review of
financial statements included in our 10-Q quarterly reports, and services that
are normally provided by independent auditors in connection with our other
filings with the SEC. This category also includes advice on accounting matters
that arose during, or as a result of, the audit or review of our interim
financial statements.

As part of its duties, our Board pre-approves audit and non-audit services
performed by our independent auditors in order to assure that the provision of
such services does not impair the auditors' independence. Our Board does not
delegate to management its responsibilities to pre-approve services performed by
our independent auditors.

                                       28
<PAGE>
ITEM 15. EXHIBITS

(a) Financial Statements

See "Index to Consolidated Financial Statements" set forth on page 31.

(b) Exhibits

            Incorp by
Exhibit      Ref. to
Number         Exh.                            Description
------         ----                            -----------

 3.1          3.1(1)     Articles of Incorporation of the Registrant, as amended

 3.2          3.2(1)     By-laws of the Registrant

10.1          3.3(2)     Amendment to and Plan of Reorganization

10.2         10.1(3)     FX Direct Purchase and Sale Agreement

10.3             (4)     Cash Subordinated Loan Agreement

10.4             (5)     Employment Agreement for Alex Stelmak+

10.5             (5)     Employment Agreement for Dr. Abel Raskas+

31.1            *        Certification pursuant to 18 U.S.C. Section 1350 as
                         adopted pursuant to Section 302 of the Sarbanes-Oxley
                         Act of 2002 by Alex Stelmak, as Chief Executive Officer

31.2            *        Certification pursuant to 18 U.S.C. Section 1350 as
                         adopted pursuant to Section 302 of the Sarbanes-Oxley
                         Act of 2002 by Alex Stelmak, as Chief Financial Officer

32.1            *        Certification pursuant to 18 U.S.C. Section 1350 as
                         adopted pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002 by Alex Stelmak, as Chief Executive Officer
                         and Chief Financial Officer

----------
*    Filed herewith
+    Employee Compensation Agreement
(1)  Registrant's Registration Statement on Form 10-KSB File No. 000-30987
(2)  Registrant's Current Report on Form 8-K filed on January 22, 2001
(3)  Registrant's Current Report on Form 8-K filed on January 30, 2009
(4)  Included as Exhibit C to Exhibit 10.2
(5)  Registrant's Annual Report on Form 10-K filed on May 18, 2009

                                       29
<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 Amendment to the Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           ADVANCED TECHNOLOGIES GROUP, LTD.


Dated: November 19, 2009   By: /s/ Alex Stelmak
                               -------------------------------------------------
                               Alex Stelmak
                               Chief Executive Officer and Director
                               (Principal Executive Officer, Principal Financial
                               Officer and Principal Accounting Officer)


Dated: November 19, 2009   By: /s/ Abel Raskas
                               -------------------------------------------------
                               Abel Raskas
                               President and Director

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



Dated: November 19, 2009   By: /s/ Alex Stelmak
                               -------------------------------------------------
                               Alex Stelmak
                               Director


Dated: November 19, 2009   By: /s/ Abel Raskas
                               -------------------------------------------------
                               Abel Raskas
                               Director


Dated: November 19, 2009   By: /s/ Stan Mashov
                               -------------------------------------------------
                               Stan Mashov
                               Director

                                       30
<PAGE>
               ADVANCED TECHNOLOGIES GROUP, LTD. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Balance Sheets as of January 31, 2009 and January 31, 2008      F-2

Consolidated Statements of Operations for the years ended January 31, 2009
and January 31, 2008                                                         F-3

Consolidated Statements of Cash Flows for the years ended January 31, 2009
and January 31, 2008                                                         F-4

Consolidated Statements of Stockholders' Equity for the years ended
January 31, 2009 and January 31, 2008                                        F-5

Notes to Consolidated Financial Statements                                   F-6


                                       31
<PAGE>
                           DONAHUE ASSOCIATES, L.L.C.
                           27 BEACH ROAD, SUITE CO5-A
                            MONMOUTH BEACH, NJ. 07750
                              Phone: (732) 229-7723


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Advanced Technologies Group, Ltd.

We have audited the restated accompanying consolidated balance sheets of
Advanced Technologies Group, Ltd as of January 31, 2009 and January 31, 2008 and
the related consolidated statements of operations and 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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes, examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all
material respects, the restated consolidated financial position of Advanced
Technologies Group, Ltd as of January 31, 2009 and January 31, 2008, and the
consolidated results of its operations, cash flows, and changes in shareholders'
equity for the years then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.


/s/ Donahue Associates, LLC.
-----------------------------------
Donahue Associates, LLC.
November 12, 2009
Monmouth Beach, NJ

                                      F-1
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                   As of January 31, 2009 and January 31, 2008

<TABLE>
<CAPTION>
                                                                                 As Restated
                                                                                  31-Jan-09              31-Jan-08
                                                                                 ------------           ------------
<S>                                                                              <C>                    <C>
ASSETS

Current assets:
  Cash & short term deposits                                                     $    134,918           $     67,287
                                                                                 ------------           ------------
      Total current assets                                                            134,918                 67,287

Other assets:
  Investment in FX Direct Dealer                                                    2,407,058              2,407,058
  Trademark- net                                                                        7,418                  7,873
  Security deposit                                                                          0                 45,000
                                                                                 ------------           ------------

      Total assets                                                               $  2,549,394           $  2,527,218
                                                                                 ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable & accrued expenses                                            $  3,450,547           $  2,934,120
                                                                                 ------------           ------------
      Total current liabilities                                                     3,450,547              2,934,120

Shareholder advance payable                                                            48,423                  4,600
                                                                                 ------------           ------------

      Total liabilities                                                             3,498,970              2,938,720

Shareholders' equity:
  Series A preferred stock, one share convertible to one share of common;
   13% cumulative non-participating, authorized 1,000,000 shares at
   stated value of $3 per share, issued and outstanding 762,081 shares              1,712,601              1,712,601
  Series B preferred stock, one share convertible to one share of common; 6%
   cumulative non-participating, authorized 7,000,000 shares at
   stated value of $3 per share, issued and outstanding 1,609,955 shares            4,384,754              4,384,754
  Common stock- $.0001 par value, authorized 100,000,000 shares, issued and
   outstanding, 18,268,104 at January 31, 2009
   and January 31, 2008                                                                 1,827                  1,827
  Additional paid in capital                                                       32,664,364             32,664,364
  Accumulated deficit                                                             (39,713,122)           (39,175,048)
                                                                                 ------------           ------------
      Total shareholders' equity (deficit)                                           (949,576)              (411,502)
                                                                                 ------------           ------------

      Total Liabilities & Shareholders' Equity                                   $  2,549,394           $  2,527,218
                                                                                 ============           ============
</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, 2009 and January 31, 2008

<TABLE>
<CAPTION>
                                                                          As Restated
                                                                           31-Jan-09              31-Jan-08
                                                                          ------------           ------------
<S>                                                                       <C>                    <C>
General and administrative expenses:
  Salaries and benefits                                                   $    515,398           $  3,160,071
  Promotion & investor relations                                                17,690                 37,501
  Consulting                                                                    12,823                  5,594
  General administration                                                       277,577                405,646
  Depreciation                                                                       0                 19,079
                                                                          ------------           ------------
      Total general & administrative expenses                                  823,488              3,627,891
                                                                          ------------           ------------
Net loss from operations                                                      (823,488)            (3,627,891)

Other revenues and expenses:
  Interest income                                                                   71                  1,734
  Software consulting                                                                0                100,000
  Sub-lease income                                                              30,892                129,610
                                                                          ------------           ------------
Net income (loss) before provision for income taxes                           (792,525)            (3,396,547)

Provision for income taxes                                                           0                      0
                                                                          ------------           ------------
Loss from continuing operations                                               (792,525)            (3,396,547)

Discontinued operations:
  Income from discontinued component (net of tax)                              254,451              2,735,058
                                                                          ------------           ------------
Net income (loss)                                                         $   (538,074)          $   (661,489)
                                                                          ============           ============

Basic & fully diluted net income (loss) per common share:
  Basic income (loss) per share- continuing operations                    $      (0.04)          $      (0.19)
  Basic income (loss) per share- discontinued operations                          0.01                   0.15
                                                                          ------------           ------------
  Basic income (loss) per share                                           $      (0.03)          $      (0.04)
                                                                          ============           ============

  Fully diluted income (loss) per share- continuing operations            $      (0.04)          $      (0.19)
  Fully diluted income (loss) per share- discontinued operations                  0.01                   0.15
                                                                          ------------           ------------
  Fully diluted income (loss) per share                                   $      (0.03)          $      (0.04)
                                                                          ============           ============

Weighted average of common shares outstanding:
  Basic                                                                     18,268,104             18,085,135
  Fully diluted                                                             18,268,104             18,085,135
</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, 2009 and January 31, 2008

<TABLE>
<CAPTION>
                                                                         As Restated
                                                                          31-Jan-09             31-Jan-08
                                                                         -----------           -----------
<S>                                                                      <C>                   <C>
Operating Activities:
  Net income (loss)                                                      $  (538,074)          $  (661,489)
  Adjustments to reconcile net loss items
   not requiring the use of cash:
     Amortization                                                                455                   606
     Depreciation                                                                  0                19,080
     Salary expense                                                          515,398             2,907,740
     Gain on investment in FX Direct Dealer (Discontinued component)               0            (2,407,058)
     Impairment expense                                                            0                32,377
     Rent expense                                                             45,000                     0
  Changes in other operating assets and liabilities:
     Accounts payable                                                          1,029               (90,650)
                                                                         -----------           -----------
Net cash provided (used by) operations                                        23,808              (199,394)

Financing Activities:
  Advances from shareholders                                                  43,823                 4,600
                                                                         -----------           -----------
Net cash provided by financing activities                                     43,823                 4,600
                                                                         -----------           -----------

Net increase (decrease) in cash during the year                               67,631              (194,794)

Cash balance at February 1st                                                  67,287               262,081
                                                                         -----------           -----------

Cash balance at January 31st                                             $   134,918           $    67,287
                                                                         ===========           ===========

Supplemental disclosures of cash flow information:
  Interest paid during the year                                          $         0           $         0
  Income taxes paid during the year                                      $         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 January 31, 2007 to January 31, 2009
                                  (As Restated)

<TABLE>
<CAPTION>
                                    Common      Common     Preferred     Preferred      Paid in       Accumulated
                                    Shares     Par Value     Shares        Value        Capital         Deficit          Total
                                    ------     ---------     ------        -----        -------         -------          -----
<S>                              <C>           <C>        <C>          <C>          <C>             <C>              <C>
Balance at January 31, 2007       18,056,673    $ 1,806     2,372,036    $6,097,355   $32,639,013    $(38,488,187)     $ 249,987

Stock dividend paid                  211,431         21                                    25,351         (25,372)             0

Net loss for the fiscal year                                                                             (661,489)      (661,489)
                                  ----------    -------     ---------    ----------   -----------    ------------      ---------

Balance at January 31, 2008       18,268,104    $ 1,827     2,372,036    $6,097,355   $32,664,364    $(39,175,048)     $(411,502)

Net loss for the fiscal year                                                                             (538,074)      (538,074)
                                  ----------    -------     ---------    ----------   -----------    ------------      ---------

Balance at January 31, 2009       18,268,104    $ 1,827     2,372,036    $6,097,355   $32,664,364    $(39,713,122)     $(949,576)
                                  ==========    =======     =========    ==========   ===========    ============      =========
</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, 2009 and January 31, 2008


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. In January 2001, the Company purchased 100% of the
issued and outstanding shares of FX3000, Inc., a Delaware corporation, which
owned the rights to the FX3000 currency trading software platform. The FX3000
software program is a financial real time quote and money management platform
used by independent foreign currency traders.

In March 2002, the Company sold the FX3000 software program, for a 25% interest
in a joint venture with Tradition NA, a subsidiary of Compagnie Financiere
Tradition, a publicly held Swiss corporation. The Company and Tradition formed
FX Direct Dealer LLC, a Delaware company that markets the FX3000 software to
independent foreign currency traders.

The Company discontinued its interest in the joint venture in fiscal year 2009.

Currently the Company has no business operations; however, it is pursuing
various business opportunities in the areas of software development.

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

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

REVENUE RECOGNITION- The Company provided software maintenance and support
services for the users of the FX3000 program. In fiscal 2008, the Company
received a monthly fee from the joint venture for these services. Revenues
received for the maintenance and support services were recognized by the Company
when they were earned.

INVESTMENT IN FX DIRECT DEALER- The Company's interest in the joint venture is
accounted for on a cost basis and adjusted for The Company's share in any net
profits or losses of the joint venture. Profit or loss sharing revenues received
from the joint venture are first applied to the cost of the investment and then
to revenues. The Company has received no profit sharing revenues since its
investment in the joint venture in March 2002.

                                      F-6
<PAGE>
CASH AND INTEREST BEARING DEPOSITS- For the purpose of calculating changes in
cash flows, cash includes all cash balances and highly liquid short-term
investments with an original maturity of three months or less.

BAD DEBT EXPENSE- The Company provides, through charges to income, a charge for
bad debt expense, which is based upon management's evaluation of numerous
factors in regards to the account receivable. These factors include economic
conditions, the paying performance of the account receivable, and an analysis of
the credit worthiness of the payee.

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

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

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS:

In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS"
("SFAS 157"). SFAS 157 provides guidance for using fair value to measure assets
and liabilities. It also responds to investors' requests for expanded
information about the extent to which companies measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new circumstances, but

                                      F-7
<PAGE>
provides clarification on acceptable fair valuation methods and applications.
SFAS 157 was effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The adoption of SFAS 157 will not have a material affect on the Company's
consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES" ("SFAS 159"). SFAS 159 permits
entities to choose to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. The adoption of SFAS 159 will not have
a material affect on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), "BUSINESS COMBINATIONS"
("SFAS 141(R)"). SFAS 141(R) establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination or a gain from a
bargain purchase and determines what information to disclose to enable users of
financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The adoption of SFAS 141(R)
will not have a material affect on the Company's consolidated financial
statements.

In March 2008, the FASB issued SFAS No. 161, "DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES-AN AMENDMENT OF FASB STATEMENT NO. 133"
("SFAS 161"). SFAS 161 updates guidance regarding disclosure requirements for
derivative instruments and hedging activities. It responds to constituents'
concerns that FASB Statement No. 133 does not provide adequate information about
how derivative and hedging activities affect an entity's financial position,
financial performance, and cash flows. SFAS 161 is effective for financial
statements issued for fiscal years and interim period beginning after November
15, 2008. The adoption of SFAS 161 will not have a material affect on the
Company's consolidated financial statements.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and short term deposits, account receivable,
shareholder advances, and accounts payable and accrued expenses reported in the
consolidated balance sheets are estimated by management to approximate fair
value at January 31, 2009 and January 31, 2008.

3. NET INCOME (LOSS) PER SHARE

The Company applies SFAS No. 128, EARNINGS PER SHARE to compute net loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Diluted net loss per share gives the effect of outstanding common stock
equivalents which are convertible into common stock. The effects on net loss per
share for fiscal year of the common stock equivalents are not included in the

                                      F-8
<PAGE>
calculation of net loss per share since their inclusion would be anti-dilutive.
Net income (loss) per common share has been computed as follows:

<TABLE>
<CAPTION>
                                                                            31-Jan-09                31-Jan-08
                                                                          --------------           --------------
<S>                                                                       <C>                      <C>
Loss from continuing operations net of preferred dividends in arrears     $     (798,395)          $   (3,396,547)
Income from discontinued component                                               254,451                2,735,058
                                                                          --------------           --------------
Net income (loss) available to common shareholders                        $     (543,944)          $     (661,489)
                                                                          ==============           ==============

Basic shares outstanding (weighted average)                                   18,268,104               18,085,135
                                                                          --------------           --------------
Weighted average                                                              18,268,104               18,085,135
                                                                          ==============           ==============

Basic & fully diluted net income (loss) per common share:
 Basic income (loss) per share- continuing operations                     $        (0.04)          $        (0.19)
 Basic income (loss) per share- discontinued operations                             0.01                     0.15
                                                                          --------------           --------------
 Basic income (loss) per share                                            $        (0.03)          $        (0.04)
                                                                          ==============           ==============

 Fully diluted income (loss) per share- continuing operations             $        (0.04)          $        (0.19)
 Fully diluted income (loss) per share- discontinued operations                     0.01                     0.15
                                                                          --------------           --------------
 Fully diluted income (loss) per share                                    $        (0.03)          $        (0.04)
                                                                          ==============           ==============
</TABLE>

4. IMPAIRMENT EXPENSE

At the end of fiscal year 2008, the income stream from software maintenance
revenues on the FX3000 was cancelled by Tradition. At that time, management
decided to impair the balance of the net fixed assets of the Company because the
discounted future cash flows form the assets could not be assured. Accordingly,
the Company recognized an impairment expense of $32,277 in fiscal year 2008 in
the statement of operations.

5. OPTIONS

The Company applies SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION" to
account for option issues. Accordingly, all options granted are recorded at fair
value using a generally accepted option pricing model at the date of the grant.
There is no formal stock option plan for employees.

                                      F-9
<PAGE>
A listing of options outstanding at January 31, 2009 is as follows.

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

Outstanding at January 31, 2007        3,835,690           $5             2.52
Issued                                         0
Expired                                        0
Exercised                                      0
                                       ---------

Outstanding at January 31, 2008        3,835,690           $5             1.52
Issued                                         0
Expired                                        0
Exercised                                      0
                                       ---------

Outstanding at January 31, 2009        3,835,690           $5             0.51
                                       =========

6. PREFERRED STOCK

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

CLASS B PREFERRED STOCK: Class B preferred stock has a stated value of $3 per
share and a cumulative non-participating dividend of 6%. The Class B preferred
stock is convertible into common stock at a conversion ratio of one preferred
share for one common share.

                                      F-10
<PAGE>
7.  INCOME TAXES

Provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                                                 2009                  2008
                                                             -----------           -----------
<S>                                                          <C>                   <C>
Net income (loss) before provision for income taxes          $  (792,525)          $(3,396,547)
Add discontinued components- gross income                        254,451             2,735,058
                                                             -----------           -----------
Net income (loss) before provision for income taxes          $  (538,074)          $  (661,489)
                                                             ===========           ===========
Current tax expense:
  Federal                                                    $         0           $         0
  State                                                                0                     0
                                                             -----------           -----------
  Total                                                      $         0           $         0

Add deferred tax payable (benefit):
  Timing differences                                          (4,466,066)           (3,135,104)
  Allowance for recoverability                                 4,466,066             3,135,104
                                                             -----------           -----------
  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                             13%                    9%
     Timing differences                                              -19%                  -43%
                                                             -----------           -----------
     Effective rate                                                   28%                    0%
                                                             ===========           ===========

Deferred income taxes are comprised of the following:

Timing differences                                           $ 4,466,066           $ 3,135,104
Allowance for recoverability                                  (4,466,066)           (3,135,104)
                                                             -----------           -----------
Deferred tax benefit                                         $         0           $         0
                                                             ===========           ===========
</TABLE>

Note: The deferred tax benefits arising from the timing differences expires in
      fiscal years 2028 and 2029 and may not be recoverable upon the purchase of
      the Company under current IRS statutes.

8. ISSUANCES OF COMMON STOCK

During fiscal year 2008, the company issued a stock dividend of 211,431 shares
to the preferred stockholders.

                                      F-11
<PAGE>
9.  RELATED PARTY TRANSACTIONS

During fiscal year 2008, the Company paid $29,488 to a consulting firm that is
owned by the chief executive officer.

10. COMMITMENTS AND CONTINGENCIES

During fiscal 2008, the Company was committed to a non-cancelable lease for
office space in New York City, expiring in 2012. In July 2006, the Company
entered into a sub-leasing agreement with a company for the bulk of its office
space in New York City, also expiring in 2012. In July 2008, the Company
assigned its rights and responsibilities under the lease to the sub-tenant;
however, the Company remains liable on the original lease in the event of a
default by the subtenant. The minimum required base rent on the lease is as
follows:

                      2009                  $135,245
                      2010                   139,302
                      2011                   143,481
                      2012                    24,448
                                            --------

                  Total                     $442,475
                                            ========

Rent expense for the fiscal years 2009 and 2008 was $61,218 and $111,853,
respectively.

The firm had executed employment contracts with the president and vice president
of the Company since April 2002. Under the terms of the contracts, the two
officers are to be paid $250,000 per year each, retroactive to April 2002, in
the event the Company receives profit distributions from its 25% investment in
FX Direct Dealer, LLC. In fiscal year 2008, the Company's investment in FX
Direct Dealer became profitable and. As a result, the Company recognized a
salary expense in fiscal year 2008 of $3,160,071.

11. SUBSEQUENT EVENT - SALE OF THE INVESTMENT IN FX DIRECT DEALER

In March 2009, the Company sold its 25% interest in the joint venture to FX
Direct Dealer for $26 million. The Company received a subordinated note from FX
Direct for $17 million and $9 million in cash. The subordinated note receivable
is unsecured and subordinated to the claims of the general creditors of FX
Direct. The note carries an interest rate of 10% and the principal is payable in
36 equal monthly installments for the next three years, with interest. The
payment of the $9 million cash is due in March 2009 and the monthly payments on
the subordinated note begin in April 2009.

                                      F-12
<PAGE>
12. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the financial statements for the years ended
January 31, 2009 and January 31, 2008, management determined that the sale of
its interest in FX Direct Dealer, as discussed in Note 11, occurred in March
2009 and not in January 2009. Accordingly, the result of the sale of the
interest has been adjusted to a sale date of March 9, 2009. Please refer to the
April 30, 2009 Form 10Q for the recording of this sale.

The restatement affected the previously issued consolidated balance sheets,
consolidated statements of operations, consolidated statement of cash flows, and
the consolidated statement of changes in shareholders equity. A highlight of the
changes to specific accounts and earnings (loss) per share calculations for
fiscal year 2009 is as follows:

                                                As Reported        As Restated
                                                 31-Jan-09          31-Jan-09
                                                -----------        -----------
Total assets                                    $26,147,336        $ 2,549,394
Total liabilities                               $ 9,941,209        $ 3,498,970
Shareholders' equity (deficit)                  $16,206,127        $  (949,576)
Gain on disposal of discontinued component      $17,155,703        $         0
Net income (loss)                               $16,617,629        $  (538,074)
Fully diluted earnings (loss) per share         $      0.80        $     (0.03)

                                      F-13