AVGG

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934

For the Period ended October 31, 2009

Commission File Number 0-30987

ADVANCED TECHNOLOGIES GROUP, LTD.
(Exact name of Registrant as specified in its Charter)

 Nevada 80-0987213
(State or other jurisdiction of (I.R.S. Employer
 incorporation or organization) Identification Number)

331 Newman Springs Rd., Bld. 1, 4Fl. Suite 143,
Red Bank, NJ 07701
732-784-2801
(Address and telephone number of principal executive offices)

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

Indicate by check mark 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 [ ]

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]
(Do Not Check if a Smaller Reporting Company)

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

As of October 31, 2009, the registrant had 18,293,104 shares of common stock
$0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

Item Page

---- ----

Part I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements: 4

Balance sheet as of October 31, 2009 and January 31, 2009 5

Statement of income (loss) for three and nine months ended
October 31, 2009 and 2008 6

Statement of cash flows for nine months ended October 31, 2009 and 2008 7

Statement of changes in shareholders equity for the three and nine months
ended October 31, 2009 8

Notes to condensed consolidated financial statements 9

Item 2. Management's Discussion and Analysis of Financial Condition
 and Results of Operations 16

Item 3. Quantitative and Qualitative Disclosures About Market Risk 18

Item 4. Controls and Procedures 19

Part II. OTHER INFORMATION

Item 1. Legal Proceedings 21

Item 1A. Risk Factors 21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21

Item 3. Defaults Upon Senior Securities 21

Item 4. Submission of Matters to a Vote of Security Holders 21

Item 5. Other Information 21

Item 6. Exhibits 21

Signatures 22

EXPLANATORY NOTE

We are amending our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2009 (the "Form 10-Q"), as originally filed with the Securities and Exchange Commission ("SEC") on December 15, 2009, regarding certain of the disclosure which appeared therein.

We are filing this amendment No. 1 to the Form 10-Q ("Form 10-Q/A-1") as a result of a comment received from the SEC in connection with its review of Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009, with respect to the presentation of the disposition of the Company's investment in FX Direct as a discontinued operation. In light of such comment, the Company has determined that the disposition of its investment in FX Direct should not be presented as a discontinued operation and has revised the financial statements contained herein accordingly.

Following a further evaluation of our internal controls after considering the SEC's comment letters, we have determined that there was a material weakness in our internal control over financial reporting and as a result the Company has amended Item 4 of this Form 10-Q/A-1 to indicate that its disclosure controls were not effective as of October 31, 2009.

This Form 10-Q/A-1 also reflects corresponding changes to Item 2 (Management's Discussion and Analysis of Financial Condition and Results of Operations) of the Form 10-Q/A-1. All restatements to the financial statements affected are non-cash in nature.

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 Form 10-Q.

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following unaudited consolidated financial statements have been prepared by Advanced Technologies Group, Ltd. (the "Company" or "ATG") pursuant to the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 as amended. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company's management, the consolidated financial statements include all adjustments (consisting only of adjustments of a normal, recurring nature) necessary to present fairly the financial information set forth herein.

Advanced Technologies Group, Ltd.

Consolidated Balance Sheets

As of October 31, 2009 and January 31, 2009

 Unaudited As Restated
 31-Oct-09 31-Jan-09
 ------------ ------------
ASSETS

Current assets:
 Cash & short term deposits $ 2,843,390 $ 134,918
 Short term investments 5,134,930 0
 Subordinated note receivable 5,666,667 0
 ------------ ------------
 Total current assets 13,644,987 134,918
Other assets:
 Subordinated note receivable- non current portion 8,027,778 0
 Investment in FX Direct Dealer 5,000 2,407,058
 Trademark- net 6,813 7,418
 Fixed assets- net 2,567 0
 ------------ ------------
 Total assets $ 21,687,145 $ 2,549,394
 ============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Accounts payable & accrued expenses $ 121,985 $ 3,450,547
 Income taxes payable 414,826 0
 ------------ ------------
 Total current liabilities 536,811 3,450,547
Deferred income taxes payable 5,063,135 0
Shareholder advance payable 9,872 48,423
 ------------ ------------
 Total liabilities 5,609,818 3,498,970

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 shares at January 31, 2009 and
 18,293,104 at October 31, 2009 1,830 1,827
 Additional paid in capital 32,667,611 32,664,364
 Accumulated deficit (22,689,469) (39,713,122)
 ------------ ------------
 Total shareholders' equity (deficit) 16,077,327 (949,576)
 ------------ ------------

 Total Liabilities & Shareholders' Equity $ 21,687,145 $ 2,549,394
 ============ ============

See the notes to the financial statements.

Advanced Technologies Group, Ltd.

Consolidated Statements of Operations

For the Nine Months and Quarters Ended October 31, 2009 and October 31, 2008

 Unaudited Unaudited Unaudited Unaudited
 9 Months 9 Months 3 Months 3 Months
 31-Oct-09 31-Oct-08 31-Oct-09 31-Oct-08
 ------------ ------------ ------------ ------------

General and administrative expenses:
 Salaries and benefits $ 431,659 $ 106,533 $ 178,277 $ 97,719
 Consulting 57,000 19,990 8,000 2,626
 General administration 728,384 161,155 160,170 36,975
 Depreciation 339 0 146 0
 ------------ ------------ ------------ ------------
 Total general & administrative expenses 1,217,382 287,678 346,593 137,320
 ------------ ------------ ------------ ------------
Net loss from operations (1,217,382) (287,678) (346,593) (137,320)

Other revenues and expenses:
 Gain on sale of FX Direct Dealer (net of
 tax) 17,155,703 0 0 0
 Interest income 949,202 69 343,298 0
 Gain on short term investments 136,130 0 136,130 0
 Sub-lease income 0 30,892 0 0
 ------------ ------------ ------------ ------------
Net income (loss) before provision for income taxes 17,023,653 (256,717) 132,835 (137,320)

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

Net income (loss) $ 17,023,653 ($ 256,717) $ 132,835 $ (137,320)
 ============ ============ ============ ============

Basic income (loss) per share $ 0.94 $ (0.01) $ 0.00 $ (0.01)
 ------------ ------------ ------------ ------------
Fully diluted income (loss) per share $ 0.83 $ (0.01) $ 0.00 $ 0.01)
 ------------ ------------ ------------ ------------

Weighted average of common shares outstanding:
 Basic 18,293,104 18,268,104 18,293,104 18,268,104
 Fully diluted 20,650,250 18,268,104 20,665,140 18,268,104

See the notes to the financial statements.

Advanced Technologies Group, Ltd.

Consolidated Statements of Cash Flows

For the Nine Months Ended October 31, 2009 and October 31, 2008

 Unaudited Unaudited
 31-Oct-09 31-Oct-08
 ------------ ------------
Operating Activities:
 Net income (loss) $ 17,023,653 $ (256,717)
 Adjustments to reconcile net loss items
 not requiring the use of cash:
 Amortization 605 454
 Depreciation 339 0
 Impairment expense 3,250 0
 Gain on sale of FX Direct
 Dealer (17,155,703) 0
 Changes in other operating assets and liabilities :
 Note receivable 3,461,258 0
 Accounts payable (3,328,562) 137,260
 Income taxes payable 414,826 0
 Deferred income taxes payable 5,063,135 0
 ------------ ------------
Net cash provided (used by) operations 5,482,801 (119,003)

Investing activities:
 Purchase of office equipment (2,906) 0
 Investment in short term marketable securities (5,134,930) 0
 Sale of FX Direct Dealer investment 2,402,058 0
 ------------ ------------
Net cash used in investing activities (2,735,778) 0

Financing Activities:
 Advances from shareholders (38,551) 91,786
 ------------ ------------
Net cash provided (used in) by financing activities (38,551) 91,786
 ------------ ------------

Net increase (decrease) in cash during the year 2,708,472 (27,217)

Cash balance at January 31st 134,918 67,287
 ------------ ------------

Cash balance at October 31st $ 2,843,390 $ 40,070
 ============ ============

Supplemental disclosures of cash flow information:
 Interest paid during the period $ 0 $ 0
 Income taxes paid during the period $ 967,278 $ 0

See the notes to the financial statements.

Advanced Technologies Group, Ltd. Consolidated Statement of Changes in Shareholders' Equity For the Nine Months Ended October 31, 2009 and October 31, 2008

(Unaudited)

 Common Common Preferred Preferred Paid in Accumulated
 Shares Par Value Shares Value Capital Deficit Total
 ------ --------- ------ ----- ------- ------- -----
Balance at January 31, 2009 18,268,104 $ 1,827 2,372,036 $6,097,355 $32,664,364 $(39,713,122) $ (949,576)
Purchase of Movie Idiot 25,000 3 3,247 3,250
Net income for the period 17,023,653 17,023,653
 ---------- ------- --------- ---------- ----------- ------------ -----------

Balance at October 31, 2009 18,293,104 $ 1,830 2,372,036 $6,097,355 $32,667,611 $(22,689,469) $16,077,327
 ========== ======= ========= ========== =========== ============ ===========

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 period (256,717) (256,717)
 ---------- ------- --------- ---------- ----------- ------------ -----------

Balance at October 31, 2008 18,268,104 $ 1,827 2,372,036 $6,097,355 $32,664,364 $(39,431,765) $ (668,219)
 ========== ======= ========= ========== =========== ============ ===========

See the notes to the financial statements.

Advanced Technologies Group, Ltd.

Notes to the Consolidated Financial Statements For the Nine Months Ended October 31, 2009 and October 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 marketed the FX3000 software to independent foreign currency traders.

In March 2009, the Company sold its 25% interest in the joint venture to FX Direct Dealer, LLC for $26 million.

Currently the Company has no business operations; however, it is pursuing various business opportunities in the areas of real estate and 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.

INVESTMENT IN FX DIRECT DEALER- The Company's interest in the joint venture is accounted for at cost and adjusted for The Company's share in any net profits or losses of the joint venture. The Company has received no cash distributions since its investment in the joint venture in March 2002.

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.

SHORT TERM INVESTMENTS- Short term investments include highly liquid investments in asset backed securities, corporate bonds, and municipal bonds. The investments are stated at market value at October 31, 2009.

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.

SUBORDINATED NOTE RECEIVABLE- The subordinated loan receivable from FXDD as a result of the sale of the Company's interest in the joint venture, is stated at fair value, net of any reserve for uncollectibility.

SFAS 157- The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS ("SFAS No. 157"), to account for its short term investments and subordinated notes receivable, which among other things, requires enhanced disclosures about financial instruments carried at fair value.

After adoption of SFAS No. 157, investments measured and reported at fair value are classified and disclosed in one of the following categories:

* Level I--Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments in Level I include listed equities and listed derivatives.

* Level II--Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.

* Level III--Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include general and limited partnership interests in corporate private equity and real estate funds, funds of hedge funds, distressed debt and non-investment grade residual interests in securitizations and collateralized debt obligations.

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.

2. 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 (see Note 4). The effects on net loss per share for the periods of the common stock equivalents are not included in the calculation of net loss per share if their inclusion would be anti-dilutive

3. 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. All the options outstanding at July 31, 2009 have expired.

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

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

Issued 0
Expired (3,835,690)
Exercised 0
 ----------

Outstanding at October 31, 2009 0
 ==========

4. 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.

5. INCOME TAXES

Provision for income taxes is comprised of the following:

 31-Oct-09 31-Oct-08
 ----------- -----------
Net income (loss) before provision for income taxes $17,023,653 $ (256,717)
 =========== ===========

Current tax expense:
 Federal $ 1,233,667 $ 0
 State 528,714 0
 ----------- -----------
 Total $ 1,762,381 $ 0

Add deferred tax payable (benefit):
 Timing differences $ 5,063,134 $ 157,401
 Allowance for recoverability 0 (157,401)
 ----------- -----------
 Provision for income taxes $ 6,825,516 $ 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% 15%
Statutory state and local income tax 13% 13%
Timing differences -19% -28%
 ----------- -----------
Effective rate 28% 0%
 =========== ===========

Deferred income taxes are comprised of the following:

Timing differences $ 0 $ 157,401
Allowance for recoverability 0 (157,401)
 ----------- -----------
Deferred tax benefit $ 0 $ 0
 =========== ===========

6. FIXED ASSETS

Fixed assets at October 31, 2009 are comprised as follows:

Equipment $ 2,906
Accumulated depreciation (339)
 -------
Fixed assets- net $ 2,567
 =======

7. COMMITMENTS AND CONTINGENCIES

The firm has executed employment contracts with the chief executive officer and the president of the Company in April 2002. Under the terms of the contracts, the two officers are to be paid $250,000 per year each through April 2011.

In purchasing MoveIdiot.com, as discussed more fully in Note 9, the Company has agreed to issue an additional 50,000 shares of its common stock to MoveIdiot.com in the event certain revenue targets are met.

8. CONCENTRATION OF CREDIT RISK

The Company has substantially all of its assets in the account receivable and subordinated note receivable from FX Direct, LLC. In the event FX Direct is adversely affect by future economic conditions relating to its foreign currency dealing business, or in the event FX Directs should become bankrupt, the Company may only receive a pro rata share of the amounts due it. In the event of an FX Direct Dealer bankruptcy, the Company's claims would be subordinate to the claims of the general creditors of FX Direct.

In addition, the Company has a substantial investment in short term marketable securities on deposit with a bank which are not fully insured. In the event of the financial insolvency of this bank, the Company may be limited to a pro rata share of the amounts invested.

At October 31, 2009, the Company has deposits of cash and short term deposit certificates which are in excess of insured amount by $2,593,390.

9. PURCHASE OF MOVEIDIOT.COM

In July 2009, the Company purchased MoveIdiot.com for $57,000 and 25,000 shares of common stock. The transaction value at the time of purchase was $60,250. MoveIdiot.com enables individuals and businesses to keep track of their property on-line. Users will be able to manage their possessions on-line and print automatically generated labels that are sealable to be used in the event of moving from one location to another. Management impaired the full value to expense at the date of the purchase of MoveIdiot.com after concluding that future cash flows from the purchase, if any, could not be determinable.

10. 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 was received in March 2009 and the monthly payments on the subordinated note began in April 2009. As a result of the sale, the Company realized a gain of $17,155,703 , which is net of approximately $6,000,000 in tax

11. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In the initial filing to the Company's quarterly financial statements for the quarter ended October 31, 2009, the Company had reported the gain on the sale from the Company's investment in FX Direct as a "discontinued operation" ( see Note 10 ). Management has now determined that the disposition of this investment did not meet the requirements of a "discontinued operation" and as such , has restated its October 31, 2009 financial statements to reflect the gain on sale of the FX Direct investment as part of continuing operations. The effects of this restatement for the nine months ended October 31, 2009 are as follows:

 As Reported As Restated
 2009 2009
 ----------- -----------

Total Revenue 0 0
Income (Loss) from continuing operations $ (132,050) $17,023,653
Discontinued Operations $17,155,703 $ 0
Net Income $17,023,653 $17,023,653
Basic income (loss) per share:
 Continuing operations $ (0.01) $ 0.94
 Discontinued operations $ 0.94 $ 0
 Income per share $ 0.94 $ 0.94

Diluted income per share $ 0.94 $ 0.83

12. COMPANY INVESTMENTS

The following table summarizes the valuation of the Company's investments by the above SFAS No. 157 fair value hierarchy levels as of October 31, 2009.

 Level I Level II Level III
 ----------- ----------- -----------
Short term investments $ 5,134,930 $ 0 $ 0
Subordinated note receivable 0 13,694,445 0
 ----------- ----------- -----------

 Totals $ 5,134,930 $13,694,445 $ 0
 =========== =========== ===========

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Some of the information contained in this Quarterly 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 Quarterly Report as well as in Item 1A of the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2009.

BACKGROUND

Advanced Technologies Group, Ltd. (the "Company," "we," "us" and "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.

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").

The Company intends to seek to acquire and/or develop new technologies and other business opportunities. In this regard, effective as of July 20, 2009, the Company entered into an Asset Purchase Agreement with Dan Khasis, LLC ("Seller"), pursuant to which the Company acquired all of the rights to Seller's website "moveidiot.com" and the related software for a purchase price of $57,000 plus the issuance to Seller of 25,000 restricted shares of common stock. In addition, Seller may receive up to an additional 50,000 restricted shares of common stock if certain membership goals for the moveidiot.com website are met in the 12 months following the closing. Moveidiot.com is an online website which helps people and businesses expedite their move from one place to another. The Company will also consider investing in commercial real estate ventures.

RESULTS OF OPERATIONS

The Company did not generate any revenues from software maintenance in the three and nine month periods ended October 31, 2009 or the three and nine month periods ended October 31, 2008, as the Company's software servicing and maintenance services for FX Direct were terminated in fiscal 2008 (which ended as of January 31, 2008) and there were no revenues generated by the Company from its other software products during any of these periods.

General and administrative expenses in the three and nine month periods ended October 31, 2009 increased to $346,593 and $1,217,832, respectively, as compared to $137,320 and $287,678, respectively, in the three and nine month periods ended October 31, 2008, primarily as a result of an increase in professional fees in connection with closing the Sale and in responding to a previously disclosed SEC investigation and increased compensation expenses.

The increase in other income (decrease in loss) in the three and nine month periods ended October 31, 2009 resulted from an increase in interest income and gains from short term investments with respect to a portion of the proceeds of the Sale.

The Company had a gain on sale of its interest in FX Direct in the nine months ended October 31, 2009 of $17,155,703.

As a result of the foregoing, the Company had net income of $132,835 and $17,023,653, respectively, in the three and nine months ended October 31, 2009 as compared to net losses of ($137,320) and ($256,717), respectively, in the three and nine months ended October 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2009, the Company had cash and short term investments on hand of $7,978,320 as compared with cash of $134,918 at January 31, 2009.

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.

CASH FLOWS

For the nine months ended October 31, 2009 net cash provided by operating activities was $5,482,801 as compared to cash used in operating activities of ($119,003) for the nine months ended October 31, 2008. The substantial increase in cash provided by operating activities in the 2009 period reflected the proceeds of the Sale, which was partially offset by the reduction of an accounts payable of $3,328,562 primarily in connection with the payment of accrued compensation expenses.

For the nine months ended October 31, 2009, net cash used in investing activities was ($2,735,778), representing short-term investments, net of the gain from the Sale as compared to no net cash used in investing activities in the 2008 nine month period.

For the nine months ended October 31, 2009, net cash used in financing activities was ($38,551), representing repayment of shareholder advances as compared to net cash provided by financing activities of $91,786 in the 2008 nine month period, representing shareholder advances.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At October 31, 2009, the Company had no outstanding loan facilities.

ITEM 4. 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, and in light of the material weakness in our internal controls described below, such principal executive officer and principal financial officer concluded that, the Company's disclosure control and procedures were not effective as of the end of the period covered by this report.

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 determined that it was 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.

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 determined that the closing of the Sale should have been recorded in the first quarter of fiscal 2010.

The Company's management has assessed the effect of the restatement on the Company's disclosure controls and procedures and internal control over financial reporting, and has determined that a material weakness exists with respect to our reporting of complex and non-routine transactions

A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness in our internal control over financial reporting as of January 31, 2009 existed as we had limited staff that did not allow us to maintain effective processes and controls over the accounting for and reporting of complex and non-routine transactions.

During the first quarter of fiscal 2010, the Company hired a part-time accountant to prepare the Company's financial statements under the supervision of the Company's chief financial officer. In addition, to address the material weakness, the Company intends to engage outside experts to provide counsel and guidance in areas where it cannot economically maintain the required expertise

internally (e.g., with the appropriate classifications and treatments of complex and non-routine transactions).

In light of the determination concerning the material weakness, our management concluded that our disclosure controls and procedures were not effective as of October 31, 2009.

(b) 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.

(c) 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 October 31, 2009, that our disclosure controls and procedures were not effective in achieving that level of reasonable assurance.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Reference is made to Item 3 in the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2009.

ITEM 1A. RISK FACTORS

An investment in the Company involves a high degree of risk. In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K/A for the fiscal year ended January 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K/A are not the only risks facing the Company. Other unknown or unpredictable factors could also have material adverse effects on future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS

(a) Exhibits

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

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

SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.

Date: January 26, 2010 By: /s/ Abel Raskas
 --------------------------------------------
 Abel Raskas
 President


Date: January 26, 2010 By: /s/ Alex Stelmak
 --------------------------------------------
 Alex Stelmak
 Chairman of the Board of Directors and
 Chief Executive Officer and
 Chief Financial Officer
 (Principal Executive Officer,
 Principal Financial and
 Principal Accounting Officer)