AVGG

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Period ended July 31, 2010

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 July 31, 2010, the registrant had 18,486,535 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: 3

 Balance sheet as of July 31, 2010 and January 31, 2010 4

 Statement of income (loss) for six months ended July 31, 2010
 and 2009 5

 Statement of cash flows for six months ended July 31, 2010 and 2009 6

 Statement of changes in shareholders equity for the six months
 ended July 31, 2010 7

 Notes to condensed consolidated financial statements 8

Item 2. Management's Discussion and Analysis of Financial Condition
 and Results of Operations 15

Item 3. Quantitative and Qualitative Disclosures About Market Risk 18

Item 4. Controls and Procedures 18

Part II. OTHER INFORMATION

Item 1. Legal Proceedings 20

Item 1A. Risk Factors 20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20

Item 3. Defaults Upon Senior Securities 20

Item 4. Reserved 20

Item 5. Other Information 20

Item 6. Exhibits 20

Signatures 21

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 July 31, 2010 and January 31, 2009

 Unaudited
 31-Jul-10 31-Jan-10
 ------------ ------------
ASSETS

Current assets:
 Cash & cash equivalents $ 0 $ 2,747,762
 Short term investments 0 6,220,498
 Subordinated note receivable 0 5,666,667
 Prepaid income tax 0 471,742
 ------------ ------------
 Total current assets 0 15,106,669
Other assets:
 Restricted assets per S.E.C. order 21,296,534 0
 Subordinated note receivable- non current portion 0 6,611,111
 Investment in FX Direct Dealer 5,000 5,000
 Trademark- net 6,360 6,660
 Fixed assets- net 2,132 2,420
 ------------ ------------
 Total assets $ 21,310,026 $ 21,731,860
 ============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
 Accounts payable & accrued expenses $ 244,865 $ 88,081
 Income taxes payable 19,962 156,576
 ------------ ------------
 Total current liabilities 264,827 244,657
Deferred income taxes payable 4,857,286 5,346,422
Shareholder advance payable 9,872 9,872
 ------------ ------------
 Total liabilities 5,131,985 5,600,951

Shareholders' equity:
 Series A preferred stock, one share convertible to one share of common;
 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;
 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, 18,486,535 shares at January 31, 2010 and
 18,486,535 at July 31, 2010 1,849 1,849
 Additional paid in capital 32,715,950 32,715,950
 Accumulated deficit (22,637,113) (22,684,245)
 ------------ ------------
 Total shareholders' equity 16,178,041 16,130,909
 ------------ ------------

 Total Liabilities & Shareholders' Equity $ 21,310,026 $ 21,731,860
 ============ ============

See the notes to the financial statements.

Advanced Technologies Group, Ltd. Unaudited Consolidated Statements of Operations For the Six Months Ended July 31, 2010 and July 31, 2009 and the Quarters Ended July 31, 2010 and July 31, 2009

 6 Months 6 Months 3 Months 3 Months
 31-Jul-10 31-Jul-09 31-Jul-10 31-Jul-09
 ------------ ------------ ------------ ------------
General and administrative expenses:
 Salaries and benefits $ 508,205 $ 253,382 $ 364,724 $ 187,743
 Consulting 85,600 49,000 (9,850) (9,651)
 General administration 268,539 568,407 88,348 275,790
 ------------ ------------ ------------ ------------
 Total general & administrative expenses 862,344 870,789 443,222 453,882
 ------------ ------------ ------------ ------------
Net loss from operations (862,344) (870,789) (443,222) (453,882)

Other revenues and expenses:
 Interest income 558,079 605,904 261,452 454,258
 Gain on sale of FXDD interest 0 23,597,942 0 0
 Gain on short term investments 371,359 0 264,639 0
 ------------ ------------ ------------ ------------
Net income (loss) before provision for income taxes 67,094 23,333,057 82,869 376

Provision for income taxes (19,962) (6,442,239) (24,071) 0
 ------------ ------------ ------------ ------------

Net income (loss) $ 47,132 $ 16,890,818 $ 58,798 $ 376
 ============ ============ ============ ============

Basic & fully diluted net income (loss) per common share:
 Basic income (loss) per share $ 0.00 $ 0.93 $ 0.00 $ 0.00
 Fully diluted income (loss) per share $ 0.00 $ 0.82 $ 0.00 $ 0.00

Weighted average of common shares outstanding:
 Basic 18,486,535 18,270,604 18,486,535 18,270,604
 Fully diluted 20,858,571 20,642,640 20,858,571 20,642,640

See the notes to the financial statements.

Advanced Technologies Group, Ltd. Unaudited Consolidated Statements of Cash Flows For the Six Months Ended July 31, 2010 and July 31, 2009

 31-Jul-10 31-Jul-09
 ------------ ------------
Operating Activities:
 Net income (loss) $ 47,132 $ 16,890,818
 Adjustments to reconcile net income (loss) items
 not requiring the use of cash:
 Amortization 300 453
 Depreciation 288 183
 Impairment expense 0 3,250
 Gain on sale of FXDD interest 0 (23,597,942)
 Changes in other operating assets and liabilities :
 Restricted assets per S.E.C. order (2,418,310) 0
 Accounts payable & accrued expenses 156,784 (3,314,420)
 Prepaid income tax 471,742 0
 Income taxes payable (136,614) 7,144,075
 Deferred income taxes payable (489,136) 5,063,135
 ------------ ------------
Net cash provided by operations (2,367,814) 2,189,552

Investing activities:
 Purchase of office equipment 0 (2,906)
 Investment in short term marketable securities (3,685,502) 0
 Proceeds from note receivable 3,305,554 2,044,591
 Proceeds from sale of FXDD investment 0 2,402,058
 ------------ ------------
Net cash used by investing activities 379,948 4,443,743

Financing Activities:
 Advances received (paid) shareholders 0 (38,551)
 ------------ ------------
Net cash provided (used) by financing activities 0 (38,551)
 ------------ ------------

Net increase in cash during the year (2,747,762) 6,594,744

Cash balance at January 31st 2,747,762 134,918
 ------------ ------------

Cash balance at July 31st $ 0 $ 6,729,662
 ============ ============

Supplemental disclosures of cash flow information:
 Interest paid during the period $ 0 $ 0
 Income taxes paid during the period $ 99,000 $ 677,268

See the notes to the financial statements.

Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity (Deficit) For the Six Months Ended July 31, 2010 and July 31, 2009

 Common Common Preferred Preferred Paid in Accumulated
 Shares Par Value Shares Value Capital Deficit Total
 ------ --------- ------ ----- ------- ------- -----

Balance at January 31, 2010 18,486,535 $ 1,849 2,372,036 $6,097,355 $32,715,950 $(22,684,245) $16,130,909

Net income for the period 47,132 47,132
 ---------- ------- --------- ---------- ----------- ------------ -----------

Balance at July 31, 2010 18,486,535 $ 1,849 2,372,036 $6,097,355 $32,715,950 $(22,637,113) $16,178,041
 ========== ======= ========= ========== =========== ============ ===========

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 M3 25,000 3 3,247 3,250

Net income for the period 16,890,818 16,890,818
 ---------- ------- --------- ---------- ----------- ------------ -----------

Balance at July 31, 2009 18,293,104 $ 1,830 2,372,036 $6,097,355 $32,667,611 $(22,822,304) $15,944,492
 ========== ======= ========= ========== =========== ============ ===========

See the notes to the financial statements.

Advanced Technologies Group, Ltd.

Notes to the Consolidated Financial Statements For the Six Months Ended July 31, 2010 and July 31, 2009

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 (FXDD), 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 FXDD for $26 million.

The Company's principal current business activity is the development of the MoveIdiot.com website, which the Company acquired in July 2009. In addition, the Company has been seeking to acquire and/or develop other new technologies and business opportunities and will also consider investing in commercial real estate opportunities.

In June 2010, the United States District Court of the Southern District of New York granted an asset freeze to the Securities and Exchange Commission (SEC) freezing most of the Company's assets. The asset freeze was granted based upon allegations by the SEC that the Company (and certain predecessors) had improperly sold shares of their stock between 1997 and 2006. The SEC is seeking disgorgement of all Company profits earned from the date of the sale of the stock to the current date. Those assets frozen by the order at July 31, 2010 are detailed as follows:

Cash & cash equivalents $ 2,760,825
Short term investments 9,091,264
Subordinated note receivable 9,444,445
 -----------

 Total assets restricted $21,296,534
 ===========

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.

CASH AND CASH EQUIVALENTS- 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 investments in a municipal bond fund. The investments are stated at market fair value at July 31, 2010 and July 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 results from the sale of the Company's interest in the joint venture. The estimated fair value of the subordinated loan receivable from FXDD is based upon the discounting of the future cash flows from the asset using a risk adjusted lending rate form loans of similar in risk and duration.

FAIR VALUE MEASUREMENT: Effective January 1, 2008, the Company adopted FASB ASC
820 (formerly Statement of Financial Accounting Standard No. 157, FAIR VALUE MEASUREMENT), issued by the FASB. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under ASC 820 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under ASC 820 are described below:

* 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 generally accepted accounting principles which 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.

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, INCOME TAXES. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of July 31, 2010, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2006 to 2009 are subject to IRS audit.

2. NET INCOME (LOSS) PER SHARE

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 preferred stock which is convertible into common stock. The calculation for net income (loss) per share is as follows.

 31-Jul-10 31-Jul-09
 ----------- -----------

Net income (loss) $ 47,132 $16,890,818
 =========== ===========

Basic shares outstanding (weighted average) 18,486,535 18,270,604
Preferred stock convertible into common shares 2,372,036 2,372,036
 ----------- -----------
Fully diluted shares outstanding (weighted average) 20,858,571 20,642,640
 =========== ===========

 Basic income (loss) per share $ 0.00 $ 0.93
 Fully diluted income (loss) per share $ 0.00 $ 0.82

3. PREFERRED STOCK

CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3 per share. Holders of the Class A preferred stock are entitled to receive a common stock dividend of 13% of the outstanding Class A shares on an annual basis based on a value of $3 per share. 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. Holders of the Class B preferred stock are entitled to receive a common stock dividend of 6% of the outstanding Class B shares on an annual basis based on a value of $3 per share. The Class B preferred stock is convertible into common stock at a conversion ratio of one preferred share for one common share.

4. INCOME TAXES

Provision for income taxes is comprised of the following:

 31-Jul-10 31-Jul-09
 ----------- -----------
Net income (loss) before provision for income taxes $ 67,094 $23,333,057
 =========== ===========

Current tax expense:
 Federal $ 11,774 $ 1,012,004
 State 10,783 367,100
 ----------- -----------
 Total $ 22,557 $ 1,379,104

Add deferred tax payable (benefit):
 Long term capital gain (installment payable over 3 years) 0 5,063,135
 ----------- -----------
 Provision for income taxes $ 22,557 $ 6,442,239
 =========== ===========

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%
 ----------- -----------
Effective rate 47% 28%
 =========== ===========

For financial statement purposes, the gain on the sale of the FXDD interest is included in fiscal year 2010. For tax return purposes, the gain on the FXDD sale is being recorded as an installment sale and therefore the tax liability on the gain is recognized as the proceeds from the sale over the next three years is recognized.

5. COMMITMENTS AND CONTINGENCIES

The Company 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 7, the Company has agreed to issue an additional 50,000 restricted shares of its common stock to MoveIdiot.com in the event certain revenue targets are met.

6. CONCENTRATION OF CREDIT RISK

The Company has substantially all of its assets in cash and the subordinated note receivable from FXDD. These assets are currently frozen as per the court order discussed in Note 1.

In the event the court decides that the Company disgorge all of its profits accrued to it since fiscal year 2001, the Company's financial solvency would be adversely affected impairing the Company's ability to continue as a going concern.

7. PURCHASE OF MOVEIDIOT.COM

In July 2009, the Company purchased the intellectual rights to MoveIdiot.com for $57,000 and 25,000 restricted shares of common stock. The Company used the market price of the Company's common stock at the date of the purchase to value the shares given in the transaction. 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 $60,250 value of the transaction to expense at the date of the purchase of MoveIdiot.com after concluding that future cash flows from the purchase could not be assured.

As part of the purchase, the Company agreed to issue an additional 50,000 restricted shares of common stock to the sellers of MoveIdiot.com if certain profitability levels are met. Management has concluded that the profitability levels will not be met at the date of purchase and therefore assigned no value to their contingent shares at the date of purchase.

8. SALE OF THE INVESTMENT IN FX DIRECT DEALER

In March 2009, the Company sold its 25% interest in the joint venture to FXDD for $26 million. The Company received a subordinated note from FXDD for $17 million and $9 million in cash. The subordinated note receivable is unsecured and subordinated to the claims of the general creditors of FXDD. 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 subordinated 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 initial payment of the $9 million 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 $23,597,942.

9. COMPANY INVESTMENTS

The following table summarizes the valuation of the Company's investments, that are currently restricted by the court order discussed in Note 1, by the above FASB ASC 820 fair value hierarchy levels as of July 31, 2010.

INVESTMENTS:

 Level I Level II Level III
 ---------- ---------- ----------

Investment in municipal bond fund $ 0 $9,091,264 $ 0
 ---------- ---------- ----------

 Totals $ 0 $9,091,264 $ 0
 ========== ========== ==========

12. SUBSEQUENT EVENTS

In August 2010, the United States District Court of the Southern District of New York amended their order discussed in Note 1. Accordingly, the Company will be allowed to deposit $370,000 in escrow with the Company's attorney. The Company can then withdraw from escrow $130,000 at any time after the amendment, $40,000 per month in August, September and October 2010 and $120,000 in November 2010.

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 for the fiscal year ended January 31, 2010.

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 (of which approximately $7.5 million had been paid as of July 31, 2010) 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 place to another. The Company will also consider investing in commercial real estate ventures.

On June 22, 2010, the Securities and Exchange Commission (the "SEC") filed a civil enforcement action (the "Civil Action") in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and President alleging violations of the Securities Act of 1933, as amended in connection with certain securities offerings conducted by the Company and its predecessors between 1997 and 2006 and seeking preliminary and permanent injunctive relief, disgorgement and civil monetary penalties. The SEC also sought provisional relief in the form of an order (the "Asset Freeze Order") freezing the defendants' assets and prohibiting destruction, concealment or altering of records pending final disposition of the action, which was subsequently granted by the Court. In August 2010, the Asset Freeze Order was amended to permit the Company to deposit $370,000 in escrow with the Company's attorneys. The Company is permitted to withdraw from escrow $130,000 at any time after the amendment, $40,000 per month in August, September and October 2010 and $120,000 in November 2010.

RESULTS OF OPERATIONS

The Company did not generate any revenues in the three months and six months ended July 31, 2010 or the three and six months ended July 31, 2009, 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 the Company's Moveidiot.com website commenced operations in January 2010 and did not generate any revenues in the six months ended July 31, 2010

General and administrative expenses in the three and six months ended July 31, 2010 were $443,222 and 862,344, respectively, as compared to $453,882 and $870,789, respectively, in the three and six months ended July 31, 2009, as an increase in salaries and benefits and consulting fees in the three and six months ended July 31, 2010 was offset by a decrease in website development costs as the Company completed the initial development of its MoveIdiot.com website during the fiscal year ended January 31, 2009.

Other revenues and expenses in the three and six month periods ended July 31, 2010 included interest income of $261,452 and $558,079, respectively, related to the Company's cash balances and note receivable from FX Direct and a gain of $264,639 and $371,359, respectively, on short term investments. Other revenues and expenses in the three and six months ended July 31, 2009 included a gain on the sale of the Company's interest in FX Direct of $0 and $23,597,942, respectively and interest income of $454,258 and $605,904, respectively.

The Company had a provision for income taxes of ($24,071) and ($19,962),respectively, in three and six months ended July 31, 2010 as compared to a provision for tax income taxes of ($0) and ($6,442,239),respectively, in the three and six months ended July 31, 2009.

As a result of the foregoing, the Company had net income of $58,798 and $47,132, respectively, in the three and six months ended July 31, 2010 as compared to net income of $376 and $16,890,818, respectively, in the three and six months ended July 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2010, all of the Company's cash and investments were subject to the Asset Freeze Order. In August 2010, the Asset Freeze Order was amended to permit the Company to deposit $370,000 in escrow with the Company's attorneys. The Company is permitted to withdraw from escrow $130,000 at any time after the amendment, $40,000 per month in August, September and October 2010 and $120,000 in November 2010.

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 (of which approximately $7.5 million had been paid as of July 31, 2010) 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's use of the proceeds of the Sale is subject to the resolution of the Civil Court Action. The Company believes that the proceeds of the Sale to which the Company has been granted access pursuant to the modification of the Asset Freeze Order in August 2010 will be sufficient to fund its working capital requirements during the balance of the fiscal year. Thereafter, the Company will require additional funds to continue its operations, of which there can be no assurance.

CASH FLOWS

For the six months ended July 31, 2010, net cash used in operating activities was ($2,747,762) as compared to net cash provided by operating activities of $2,189,552 in the six months ended July 31, 2009. The substantial decrease in net cash provided by operating activities in the six months ended July 31, 2010 resulted from the decrease in net income and the use of cash to satisfy the Asset Freeze Order.

For the six months ended July 31, 2010, net cash used in investing activities was ($379,948), representing cash provided by the FX Direct subordinated note receivable that was offset by cash used in investments in short-term marketable securities, as compared to cash provided by investing activities of $4,443,743 in the six months ended July 31, 2009, which consisted of the initial proceeds of the FX Direct Sale and collections on the subordinated note receivable.

For the six months ended July 31, 2010, there was no net cash used in financing activities as compared to net cash used in financing activities of ($38,551) in the Fiscal 2009 period, representing repayment of shareholder advances.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At July 31, 2010, 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, 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 because of the material weakness described below.

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's management assessed the effect of the restatement on the Company's disclosure controls and procedures and internal control over financial reporting, and determined that a material weakness existed 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 exists as we have limited staff that does not allow us to maintain effective processes and controls over the accounting for and reporting of complex and non-routine transactions.

During 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).

However, at present, due to its limited scope of operations, the Company only has two full time employees, only one of whom, our chief financial officer, is involved in overseeing our financial reporting process. We have determined that this deficiency caused by the limited staffing constitutes a material weakness in the area of segregation of duties and adequacy of personnel.

(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, for the reasons described above, our principal executive officer and principal financial officer have concluded, as of July 31, 2010, that our disclosure controls and procedures were not effective.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On June 22, 2010, the Securities and Exchange Commission (the "SEC") filed a civil enforcement action in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer and President alleging violations of the Securities Act of 1933, as amended in connection with certain securities offerings conducted by the Company and its predecessors between 1997 and 2006 and seeking preliminary and permanent injunctive relief, disgorgement and civil monetary penalties. The SEC also sought provisional relief in the form of an order freezing the defendants' assets and prohibiting destruction, concealment or altering of records pending final disposition of the action, which was subsequently granted by the Court. In August 2010, the Court order was amended to permit the Company to deposit $370,000 in escrow with the Company's attorneys. The Company is permitted to withdraw from escrow $130,000 at any time after the amendment, $40,000 per month in August, September and October 2010 and $120,000 in November 2010.

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 for the fiscal year ended January 31, 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K 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. RESERVED

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. 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: September 20, 2010 By: /s/ Abel Raskas
 ---------------------------------------
 Abel Raskas
 President


Date: September 20, 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 Officer and
 Principal Accounting Officer)