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 October 31, 2008
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 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, 2008, the registrant had 18,268,104 shares of common stock
$0.0001 par value, issued and outstanding.
TABLE OF CONTENTS
Item Page
- ---- ----
INDEX
Part 1. Financial information
Item 1. Condensed Consolidated Financial Statements: 4
Balance sheet as of October 31, 2008 and January 31, 2008 4
Statement of income (loss) for three months ended
October 31, 2008 and 2007 5
Statement of cash flows for three months ended October 31, 2008
and 2007 6
Statement of changes in shareholders equity for the nine months ended
October 31, 2008 7
Notes to condensed consolidated financial statements 8
Item 2. Management's discussion and analysis of financial condition 12
Part II. Other information
Signatures 16
2
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.
3
Advanced Technologies Group, Ltd.
Consolidated Balance Sheets
As of October 31, 2008 and January 31, 2008
Unaudited As Restated
31-Oct-08 31-Jan-08
------------ ------------
ASSETS
Current assets:
Cash & short term deposits $ 40,070 $ 67,287
------------ ------------
Total current assets 40,070 67,287
Other assets:
Investment in FX Direct Dealer 2,407,058 2,407,058
Security deposit 0 45,000
Trademark- net 7,419 7,873
------------ ------------
Total assets $ 2,454,547 $ 2,527,218
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses $ 3,026,380 $ 2,934,120
------------ ------------
Total current liabilities 3,026,380 2,934,120
Shareholder advances 96,386 4,600
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 1,827 1,827
Additional paid in capital 32,664,364 32,664,364
Accumulated deficit (39,431,765) (39,175,048)
------------ ------------
Total shareholders' equity (668,219) (411,502)
------------ ------------
Total Liabilities & Shareholders' Equity $ 2,454,547 $ 2,527,218
============ ============
See the notes to the financial statements.
4
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Nine and Three Months Ended October 31, 2008 and October 31, 2007
9 Months 9 Months 3 Months 3 Months
Unaudited Unaudited Unaudited Unaudited
31-Oct-08 31-Oct-07 31-Oct-08 31-Oct-07
------------ ------------ ------------ ------------
Revenues:
Revenues from software maintenance $ 0 $ 1,019,000 $ 0 $ 334,000
Software maintenance costs 0 (591,000) 0 (128,000)
------------ ------------ ------------ ------------
Net revenues $ 0 $ 428,000 $ 0 $ 206,000
General and administrative expenses:
Salaries and benefits $ 106,533 $ 235,619 $ 97,719 $ 60,394
Promotion & investor relations 17,690 37,501 849 11,161
Consulting 2,300 4,094 1,777 150
General administration 161,155 271,630 36,975 73,915
Depreciation 0 14,616 0 4,771
------------ ------------ ------------ ------------
Total general & administrative expenses 287,678 563,460 137,320 150,391
------------ ------------ ------------ ------------
Net loss from operations $ (287,678) $ (135,460) $ (137,320) $ 55,609
Other revenues and expenses:
Interest income 69 1,382 0 428
Sub-lease income 30,892 110,173 0 53,032
------------ ------------ ------------ ------------
Net loss before provision for income taxes $ (256,717) $ (23,905) $ (137,320) $ 109,069
Provision for income taxes 0 0 0 0
------------ ------------ ------------ ------------
Net loss $ (256,717) $ (23,905) $ (137,320) $ 109,069
============ ============ ============ ============
Loss per common share:
Basic & fully diluted $ (0.01) $ 0.00 $ (0.01) $ 0.01
Weighted average of common shares:
Basic & fully diluted 18,268,104 18,056,673 18,268,104 18,056,673
See the notes to the financial statements
5
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Nine Months Ended October 31, 2008 and October 31, 2007
Unaudited Unaudited
31-Oct-08 31-Oct-07
--------- ---------
Operating Activities:
Net loss $(256,717) $ (23,905)
Adjustments to reconcile net loss items
not requiring the use of cash:
Amortization 454 453
Depreciation 0 14,616
Rent expense 45,000 0
Changes in other operating assets and liabilities :
Accounts payable 92,260 (96,042)
--------- ---------
Net cash used by operations $(119,003) $(104,878)
Financing activities:
Shareholder advances $ 91,786 $ 0
--------- ---------
Net cash provided by financing activities 91,786 0
--------- ---------
Net decrease in cash during the year $ (27,217) $(104,878)
Cash balance at January 31st 67,287 262,081
--------- ---------
Cash balance at October 31st $ 40,070 $ 157,203
========= =========
Supplemental disclosures of cash flow information:
Interest paid during the year $ 0 $ 0
Income taxes paid during the year $ 0 $ 0
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity
For the Nine Months Ended October 31, 2008 and October 31, 2007
Common Common Preferred Preferred Paid in Accumulated
Shares Par Value Shares Value Capital Deficit Total
------ --------- ------ ----- ------- ------- -----
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 -
unaudited 18,268,104 $ 1,827 $2,372,036 $6,097,355 $32,664,364 $(39,431,765) $ (668,219)
=========== ======== ========== ========== =========== ============ ==========
Balance at January 31, 2007 18,056,673 $ 1,806 2,372,036 $6,097,355 $32,639,013 $(38,488,187) $ 249,987
Net loss for the period (23,905) (23,905)
----------- -------- ---------- ---------- ----------- ------------ ----------
Balance at October 31, 2007 -
unaudited 18,056,673 $ 1,806 $2,372,036 $6,097,355 $32,639,013 $(38,512,092) $ 226,082
=========== ======== ========== ========== =========== ============ ==========
See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Nine Months Ended October 31, 2008 and October 31, 2007
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. The Company is the designer of the FX3000, a foreign
currency trading software program. In March 2002, the Company sold the FX3000
software program, for a 25% interest in a joint venture, FX Direct Dealer LLC, a
company that markets the FX3000 software. The Company does not have operational
control over FX Direct Dealer LLC. Tradition NA, the 75% owner of FX Direct
Dealer LLC, is the primary beneficiary.
The Company provides programming service upgrades to the joint venture on the
FX3000. In addition, the Company provides the users of the FX3000 program 24
hour help desk services.
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 provides software maintenance and support
services for the users of the FX3000 program. The Company receives a monthly fee
from the joint venture for these services. Revenues received for the maintenance
and support services are recognized by the Company when they are earned.
Under the terms of the agreement, Tradition NA is entitled to a full
reimbursement of its startup costs and initial losses on the joint venture
incurred prior to any revenue payments to the Company. The Company is not liable
for any losses on the joint venture. The Company's interest in the joint venture
is accounted for on a cost basis and adjusted for any net profits of the joint
venture. Profit sharing revenues received from the joint venture are first
applied to the cost of the investment and then to revenues.
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.
8
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. GOING CONCERN
The accompanying consolidated financial statements have been presented in
accordance with generally accepted accounting principals, which assume the
continuity of the Company as a going concern. Since the joint venture
agreement's inception in 2002, the Company's sole source of revenues has been
from the software maintenance revenues on the FX3000 software received from the
joint venture. In December 2007, the Company was notified by the majority owner
of the joint venture that the Company would no longer be the maintenance
provider for the software. Consequently, the Company's sole source of revenue
for the prior fiscal years has been lost effective December 2007.
The cessation of the software maintenance revenues associated with the FX3000,
and the Company's continued failure to achieve profitability in the current and
past several fiscal years, raises significant doubt as to the ability of the
Company to continue as a going concern.
Management's plans with regard to this matter are as follows:
The Company still maintains a 25% equity investment in the FX3000 joint venture
with Tradition NA, however, the Company has received no cash payments on this
interest and does not expect cash payments on this interest in the foreseeable
future. The majority shareholders will continue to financially support the
operations of the Company until cash payments on the FX300 joint venture are
realized. However management plans cannot ensure the Company's ability to
continue as a going concern.
9
3. NET 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.
31-Oct-08 31-Oct-07
------------ ------------
Net loss $ (256,717) $ (23,905)
Preferred dividends in arrears 0 0
------------ ------------
Loss available to common shares $ (256,717) $ (132,974)
============ ============
Shares outstanding 18,268,104 18,056,673
============ ============
Weighted average 18,268,104 18,056,673
============ ============
Loss per common share:
Basic & fully diluted $ (0.01) $ 0.00
============ ============
4. WARRANTS OUTSTANDING
The following table summarizes the details of the number of warrants issued and
outstanding, the weighted average exercise price of the warrants, and weighted
average years remaining on the warrants.
10
Wgtd Avg Wgtd Avg
Exercise Years to
Amount Price Maturity
------ ----- --------
Outstanding at January 31, 2006 2,898,158 $5 2.56
Issued 2,122,092
Expired (1,184,560)
Exercised 0
----------
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 October 31, 2008 3,835,690 $5 0.76
==========
5. INCOME TAXES
Provision for income taxes is comprised of the following:
31-OCT-08 31-OCT-07
----------- -----------
Net loss before provision for income taxes $ (256,717) $ (23,905)
=========== ===========
Current tax expense:
Federal $ 0 $ 0
State 0 0
----------- -----------
Total $ 0 $ 0
Less deferred tax benefit:
Timing differences (4,548,018) 4,176,997
Allowance for recoverability 4,548,018 (4,176,997)
----------- -----------
Provision for income taxes $ 0 $ 0
=========== ===========
A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:
Statutory U.S. federal rate 34% 34%
Statutory state and local income tax 10% 10%
Less allowance for tax recoverability -44% -44%
----------- -----------
Effective rate 0% 0%
=========== ===========
Deferred income taxes are comprised of the following:
Timing differences $ 4,548,018 $ 4,176,997
Allowance for recoverability (4,548,018) (4,176,997)
----------- -----------
Deferred tax benefit $ 0 $ 0
=========== ===========
Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2027 and 2028 and may not be recoverable upon the purchase of the
Company under current IRS statutes.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Advanced Technologies Group, Ltd. (the Company), formerly SeventhCai, Inc., was
incorporated in the State of Nevada in February 2000. In January 2001, the
Company changed its name to Advanced Technologies Group, Ltd., and purchased
100% of the issued and outstanding shares of FX3000, Inc., a Delaware
corporation, the designer of the FX3000 web-based software platform. The FX3000
software platform 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 program to FX Direct Dealer, LLC, a joint venture company
that markets the FX3000 software program. The Company received a 25% interest in
the company in return for the transfer. The remaining 75% of the joint venture
company is owned by Tradition, N.A., a major, Swiss-based financial company. On
December 29, 2006, Tradition, N.A. sold 80% of its interest in DX Direct Dealer,
LLC to its Chief Executive Officer. Tradition NA retains 15% ownership interest.
The Company also is the developer of the PromotionStat software program, which
assists on-line advertisers in monitoring their marketing effectiveness and
which is marketed through the Company's subsidiary, PromotionStat Inc. The
Company, through its wholly owned subsidiaries, seeks to generate revenue
through its investment in FX Direct Dealer and the PromotionStat E-commerce
advertising screening platform software.
GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS
With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include but are not limited
to the following:
* Inability of the company to secure additional financing
* Unexpected economic changes in the United States
* The imposition of new restrictions or regulations by government
agencies that affect the Company's business activities.
To the extent possible, the following discussion will highlight the activities
of the Company's business activities for the nine months ended October 2008 and
October 2007.
12
I. RESULTS OF OPERATIONS
COMPARISON OF OPERATING RESULTS
CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME (THREE MONTHS)
Total net revenues for the first nine months of fiscal 2008 were $0, compared to
$428,000 for the same period in fiscal 2007, a decrease of $428,000, or 100%.
This decrease was due to the decrease in revenues from software maintenance, as
the Company lost its source of revenues from providing software maintenance
services to the joint venture. Management does not expect any significant
revenues from its PromotionStat technology since all of its efforts have been
concentrated in the joint venture operations. Management does not expect any
revenues from servicing of the FX3000 currency trading platform in the nearest
future.
Net revenues for the three months ended July 31, 2008 were $0 compared to
$206,000 for the same period in 2007, showing a decrease of 100%.
General and administrative expense for the first nine months of fiscal 2008 was
$287,678 compared to $563,460 for 2007, a decrease of almost 50%. Major
decreases in costs during this period were reduction of salaries and benefits,
consulting costs, general administration, and promotion and investor relation
costs.
The detail of general administrative costs is as follows:
31-OCT-08 31-OCT-07
--------- ---------
Travel, lodging, & meals $ 17,786 $ 82,316
Rent & utilities 61,218 88,204
Supplies 16,664 22,496
Automobile costs 11,022 28,424
Telephone 6,515 23,046
Professional fees 47,253 24,165
Miscellaneous taxes 520 363
Postage 177 2,616
-------- --------
Total $161,155 $271,630
======== ========
For the three months ended October 31, 2008 general and administrative expenses
totaled $137,320 compared to $150,391, reflecting a decrease of about 15%.
After deducting general and administrative costs, the Company experienced a loss
from operations of $287,678 for the first nine months of fiscal 2008, compared
to an operating loss of $135,460 for the same period in fiscal 2007.
13
During the three months ended October 31, 2008, the Company realized a net loss
from operations of $137,320 compared to a gain of $55,609 for the same period in
fiscal 2007.
Interest income decreased during nine months ended October 2008 since the
Company's average cash balance has decreased in 2008. The Company invests excess
cash balance in money market accounts.
During the nine months ended October 31, 2008, the Company's net loss was
$256,717 or $0.01 per share compared to a loss of $23,905, or $0.00 per share
for the same period in fiscal 2007.
For the three months ended October 31, 2008, the Company experienced a net loss
of $137,320 or $0.01 per share compared to a loss of $109,069 or $0.01 per share
for the same period in fiscal 2007.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2008 cash on hand was $40,070 as compared with $157,203 for the
same fiscal period in 2007. During the period the Company received $0 in net
subscriptions to its preferred B stock.
The Company does not expect any material capital expenditures for the balance of
fiscal 2008.
At October 31, 2008, the Company had working capital of ($2,986,310) compared to
a working capital of ($2,866,233) at January 31, 2008.
Total assets at October 31, 2008 were $2,454,547 as compared to $2,527,218 at
January 31, 2008.
The Company's total stockholders' equity decreased to ($668,219 ) at October
2008 from ($411,502) at January 31, 2008.
Although the existing cash resources are currently expected to provide
sufficient funds through the upcoming year, the continuation of the Company as a
going concern for a period of longer than the upcoming year is dependent upon
the ability of the Company to obtain necessary financing to continue operations.
14
III. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - As of the end of the period
covered by this report, an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) was performed under the supervision and
with the participation of the Company's management, including the CEO and CFO.
Based on that evaluation, the Company's CEO and CFO concluded that the Company's
disclosure controls and procedures were effective as of October 31, 2008 to
ensure that information required to be disclosed in the reports it files and
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING - There has been no change
in the Company's internal control over financial reporting during the most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
IV. TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS
A number of factors are expected to impact the Company's liquidity, capital
resources and future operations. Included among these are governmental
regulation of the trading of currencies by individuals and the acceptability of
currency trading by a large number of individual high net worth investors.
Management believes that the increasing regulation of securities and other forms
of investment vehicles will increase demand for alternate investment vehicles
such as currency trading, thereby increasing demand for the Company's products
and will significantly expand the Company's markets.
The Company has developed its FX3000 software to allow access by individual
investors to what has traditionally been an investment arena restricted to large
financial institutions and banks. Management believes that as investors become
more sophisticated there will be an increased demand for access to these types
of previously unavailable investment vehicles. However, recently the Company has
lost its contract with FXDD for servicing of FX3000 platform. The revenue for
the services rendered under this Agreement was a major source of income for the
Company, and termination of this agreement may have a material adverse effect on
the Company.
As other new technological products under development by the Company are
introduced, management believes that sales revenues will increase and, over the
long term, will result in stable sales and profits for the Company.
15
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
99.1 Certification under Section 906 of the Sarbanes-Oxley Act
of 2002 of Chief Executive Officer
99.2 Certification under Section 906 of the Sarbanes-Oxley Act
of 2002 of Chief Financial Officer
(b) Reports on Form 8-K
None
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: December 12, 2008 By: /s/ Abel Raskas
---------------------------------
Abel Raskas
President
Date: December 12, 2008 By: /s/ Alex Stelmak
---------------------------------
Alex Stelmak
Chairman of the Board of Directors
and Chief Financial Officer
16