Advanced Technologies Group, Ltd
331 Newman Springs Road
Red Bank, N.J. 07701
January 19, 2010
VIA EDGAR AND TELECOPY
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ethan Horowitz
Re: Advanced Technologies Group, Ltd.
Form 10-K
File No. 000-30987
Filed May 18, 2009
Ladies and Gentlemen:
On behalf of Advanced Technologies Group, Ltd., a Nevada corporation ("ATG"
or the "Company"), we have set forth below the Company's proposed responses to
the Staff's comment letter dated January 15, 2010 with respect to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (the "Form
10-K"). The Staff's comments have been reproduced (in bold) below and are
immediately followed by the Company's responses thereto.
FORM 10-K/A FOR FISCAL YEAR ENDED JANUARY 31, 2009
FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS
GENERAL
1. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT TWO. YOUR RESPONSE DOES NOT
EXPLAIN HOW YOU CONSIDERED THE DISCLOSURE REQUIREMENTS FOR THE CORRECTION
OF AN ERROR IN RELATION TO THE REVISED FINANCIAL STATEMENT PRESENTATION OF
YOUR INVESTMENT IN FX DIRECT. REFER TO FASB ASC 250-10-50-7.
By way of background, the Company filed a Form 10K/A on November 19, 2009
that reflected the reversal of a gain on the sale of its investment in FX
Direct based upon the comment in an SEC letter dated November 3, 2009. In
that 10-K/A filing, we responded to the SEC comment letter and we agreed to
report such sale in our first quarter of fiscal 2010. Upon the filing of
the amended 10-K/A, we labeled the operations relating to our FX Direct
investment, for both fiscal 2009, and the comparative fiscal 2008 period,
as "discontinued operations" and as such, we separately presented the
operations of our FX Direct investment as a discontinued operation, and we
reported our loss per share from both continuing and discontinuing
operations.
Upon receipt of an SEC comment letter dated December 11, 2009, we reviewed
the requirements of a "discontinued operation," and now believe that such
disposition of our FX Direct investment did not meet the requirements to be
presented as discontinued operations and, as a result, in our response
letter to the SEC dated January 11, 2010, we proposed to amend our 10-K/A
again and reflect the operations from our investment in FX Direct as part
of continuing operations, and not to present any discontinued operations.
The proposed revision to further amend the January 2009 10-K for the
classification of discontinued operations, will have no effect on the
balance sheet, net loss, or the cash flows of the Company. The proposed
revision will change the presentation of the accounting for our FX Direct
investment in the Company's statement of operations. Based upon the SEC
comment letter dated January 15, 2010, we now propose to add the following
disclosure to our footnote 12, (following the explanation of the fiscal
2009 restatement relating to accounting for the disposition of the FX
Direct investment), to explain this change in the presentation of the
accounting for our FX Direct investment. The related revisions will also be
made to Item 6 "Selected Financial Data" and Item 7 "Management Discussion
and Analysis."
Footnote 12 Disclosure to be added:
In the initial amendment to the Company's financial statements, as
described above, we had previously reported the activity from our
investment in FX Direct as a "discontinued operation." 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
2009, and comparative 2008, financial statements as a second amendment to
the Company's financial statements, to reflect the activity of the FX
Direct investment as part of continuing operations. The effects of this
restatement are as follows:
As Reported As Restated As Reported As Restated
2009 2009 2008 2008
----------- ----------- ----------- -----------
Total Revenue $ 0 $ 0 $ 0 $ 328,000
Loss from continuing operations $ (792,525) $ (538,074) $(3,396,547) $ (661,489)
Discontinued Operations $ 254,451 0 $ 2,735,058 0
Net Loss $ (538,074) $ (538,074) $ (661,489) $ (661,489)
Loss per share from Continuing operations $ (0.04) $ (0.03) $ (0.19) $ (0.04)
Income per share from discontinued operations $ 0.01 0 $ 0.15 0
Loss per share $ (0.03) $ (0.03) $ (0.04) $ (0.04)
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2. IN CONNECTION WITH THE COMMENT ABOVE, IT APPEARS THAT YOU PLAN TO RESTATE
YOUR FINANCIAL STATEMENTS AGAIN TO REMOVE THE PRESENTATION OF YOUR
INVESTMENT IN FX DIRECT AS A DISCONTINUED OPERATION. PLEASE FILE A ITEM
4.02 FORM 8-K TO DISCLOSE SUCH RESTATEMENT OR TELL US WHY SUCH FILING IS
NOT REQUIRED.
Management has reviewed the guidance under Item 4.02 of Form 8-K and does
not believe that such a filing is currently required. The Company had
previously filed an 8-K under Item 4.02 on November 17, 2009 when it
initially amended its fiscal 2009 financial statements to reverse the gain
on sale of its FX Direct investment from its January 31 2009 year end and
to record such a transaction in its Q1 2010 interim financial statements.
However, the proposed revision to further amend the January 2009 10-K for
the classification of discontinued operations is a matter of presentation
only in the statement of operations relating to the activity from for the
Company's investment in FX Direct between continuing and discontinued
operations. Such a revision will have no effect on the balance sheet, net
loss, or cash flows of the Company. As a result, the Company believes that
this will not have any material impact on the Company's results of
operations and its financial position for fiscal 2009 and fiscal 2010, and
that investors may continue to rely on the previously issued financial
statements notwithstanding the presentation revision that will be contained
in a further amendment thereto. In light of the foregoing, the Company does
not believe this presentation revision should require the filing of an Item
4.02 Form 8-K.
On behalf of the Company we hereby acknowledge the following:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have any questions concerning the responses, please do not hesitate to
call Brian Brodrick, Esq. of Phillips Nizer LLP at 212-841-0700.
Very truly yours,
Advanced Technologies Group, Ltd.
By: /s/ Alex Stelmak
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Alex Stelmak
Chief Executive Officer
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