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, 2007 and January 31, 2007
Unaudited
31-Oct-07 31-Jan-07
------------ ------------
ASSETS
Current assets:
Cash & short term deposits $ 157,203 $ 262,081
------------ ------------
Total current assets $ 157,203 $ 262,081
Other assets:
Fixed assets- net 36,841 51,457
Security deposit 45,000 45,000
Trademark- net 8,026 8,479
------------ ------------
Total assets $ 247,070 $ 367,017
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses $ 20,988 $ 117,030
------------ ------------
Total current liabilities $ 20,988 $ 117,030
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, 18,056,673 shares 1,806 1,806
Additional paid in capital 32,639,013 32,639,013
Accumulated deficit (38,512,092) (38,488,187)
------------ ------------
Total shareholders' equity 226,082 249,987
------------ ------------
Total Liabilities & Shareholders' Equity $ 247,070 $ 367,017
============ ============
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See the notes to the financial statements.
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Advanced Technologies Group, Ltd.
Unaudited Consolidated Statements of Operations
For the Nine and Three Months Ended October 31st
9 Months 9 Months 3 Months 3 Months
Unaudited Unaudited Unaudited Unaudited
31-Oct-07 31-Oct-06 31-Oct-07 31-Oct-06
----------- ----------- ----------- -----------
Revenues:
Revenues from software maintenance $ 1,019,000 $ 872,520 $ 334,000 $ 262,864
Software maintenance costs (591,000) (509,021) (128,000) (107,469)
----------- ----------- ----------- -----------
Net revenues $ 428,000 $ 363,499 $ 206,000 $ 155,395
General and administrative expenses:
Salaries and benefits $ 235,619 $ 213,587 $ 60,394 $ 101,872
Promotion & investor relations 37,501 73,873 11,161 1,450
Consulting 4,094 145,311 150 40,691
General administration 271,630 338,000 73,915 96,638
Depreciation 14,616 18,509 4,771 5,766
----------- ----------- ----------- -----------
Total general & administrative expenses 563,460 789,280 150,391 246,417
----------- ----------- ----------- -----------
Net loss from operations $ (135,460) $ (425,781) $ 55,609 $ (91,022)
Other revenues and expenses:
Interest income 1,382 2,329 428 643
Rental income 110,173 0 53,032 0
----------- ----------- ----------- -----------
Net loss before provision for income taxes $ (23,905) $ (423,452) $ 109,069 $ (90,379)
Provision for income taxes 0 0 0 0
----------- ----------- ----------- -----------
Net loss $ (23,905) $ (423,452) $ 109,069 $ (90,379)
=========== =========== =========== ===========
Loss per common share:
Basic & fully diluted $ (0.00) $ (0.05) $ (0.01) $ (0.01)
Weighted average of common shares:
Basic & fully diluted 18,056,673 17,263,140 18,056,673 17,263,140
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See the notes to the financial statements.
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Advanced Technologies Group, Ltd.
Unaudited Consolidated Statements of Cash Flows
For the Nine Months Ended October 31st
Unaudited Unaudited
31-Oct-07 31-Oct-06
--------- ---------
Operating Activities:
Net loss $ (23,905) $(423,452)
Adjustments to reconcile net loss items
not requiring the use of cash:
Amortization 453 453
Depreciation 14,616 18,509
Changes in other operating assets and liabilities :
Accounts payable (96,042) (30)
--------- ---------
Net cash used by operations $(104,878) $(404,520)
Financing Activities:
Subscriptions received $ 0 $ 347,236
Shareholder advances repaid 0 (43,847)
--------- ---------
Net cash provided by financing activities 0 303,389
--------- ---------
Net decrease in cash during the year $(104,878) $(101,131)
Cash balance at February 1st 262,081 442,575
--------- ---------
Cash balance at October 31st $ 157,203 $ 341,444
========= =========
Supplemental disclosures of cash flow information:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 0 $ 7,666
|
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Unaudited Consolidated Statement of Changes in Shareholders' Equity
For the Nine Months Ended October 31st
Common Common Preferred Preferred Paid in Accumulated
Shares Par Value Shares Value Capital Deficit Total
------ --------- ------ ----- ------- ------- -----
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 18,056,673 $ 1,806 2,372,036 $6,097,355 $32,639,013 $(38,512,092) $226,082
========== ======= ========= ========== =========== ============ ========
Balance at January 31, 2006 17,263,140 $ 1,727 2,594,186 $6,792,926 $31,275,783 $(37,604,196) $466,240
Subscriptions received 303,389 303,389
Net loss for the period (423,452) (423,452)
---------- ------- --------- ---------- ----------- ------------ --------
Balance at October 31, 2006 17,263,140 $ 1,727 2,594,186 $7,096,315 $31,275,783 $(38,027,648) $346,177
========== ======= ========= ========== =========== ============ ========
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See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Unaudited Notes to the Consolidated Financial Statements
For the Nine Months Ended October 31, 2007 and October 31, 2006
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, an on-line
real time foreign currency trading software platform. In March 2002, the Company
sold the FX3000 software platform, 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 was the primary beneficiary. On December 29, 2006
Tradition NA sold 80% of its 75% membership interest in joint venture to the CEO
of Tradition NA, who is now the primary beneficiary. Tradition NA retains 15%
membership interest.
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.
The Company has received no profit sharing revenues since its investment in the
joint venture in March 2002.
8
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.
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
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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 LOSS PER SHARE
The Company applies SFAS No. 128, EARNINGS PER SHARE to compute net loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Diluted net loss per share gives the effect of outstanding common stock
equivalents which are convertible into common stock. The effects on net loss per
share of the common stock equivalents are not included in the calculation of net
loss per share since their inclusion would be anti-dilutive.
9
Net loss per common share has been computed as follows:
31-Oct-07 31-Oct-06
----------- -----------
Net loss $ (23,905) $ (423,452)
Preferred dividends in arrears 0 (502,067)
----------- -----------
Loss available to common shares $ (23,905) $ (925,519)
=========== ===========
Shares outstanding 18,056,673 17,263,140
=========== ===========
Weighted average 18,056,673 17,263,140
=========== ===========
Loss per common share:
Basic & fully diluted $ (0.00) $ (0.05)
=========== ===========
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3. FIXED ASSETS- NET
The following table is a summary of fixed assets:
31-Oct-07 31-Jan-07
--------- ---------
Lease Improvements $ 31,004 $ 31,004
Furniture & Fixtures 30,174 30,174
Equipment 238,382 238,382
Accumulated depreciation (262,719) (248,103)
--------- ---------
Fixed assets- net $ 36,841 $ 51,457
========= =========
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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.
Wgtd Avg
Wgtd Avg Years to
Amount Exercise Price Maturity
------ -------------- --------
Outstanding at January 31, 2007 3,835,690 $5 2.52
Issued 0
Expired 0
Exercised 0
---------
Outstanding at October 31, 2007 3,835,690 $5 1.77
=========
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5. INCOME TAXES
Provision for income taxes is comprised of the following:
31-Oct-07 31-Oct-06
--------- ---------
Net loss before provision for income taxes $(135,460) $(425,781)
========= =========
Current tax expense:
Federal $ 0 $ 0
State 0 0
--------- ---------
Total $ 0 $ 0
Less deferred tax benefit:
Timing differences (305,278) (242,652)
Allowance for recoverability 305,278 242,652
--------- ---------
Provision for income taxes $ 0 $ 0
========= =========
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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 $ 305,278 $ 242,652
Allowance for recoverability (305,278) (242,652)
--------- ---------
Deferred tax benefit $ 0 $ 0
========= =========
|
Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2026 and 2027 and may not be recoverable upon the purchase of the
Company under current IRS statutes.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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 75% membership in FX Direct
Dealer, LLC to its Chief Executive Officer. Tradition NA retains 15% ownership
interest.
The Company also is the developer of the PromotionStat software system, 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 three and the six months ended
October 2007 and October 2006.
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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 $428,000,
compared to $363,499 for the same period in fiscal 2007, an increase of $64,501,
or almost 17.7%. This increase was due to an increase in revenues from software
maintenance. 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 October 31, 2007 were $206,000 compared
to $155,395 for the same period in 2006, showing an increase of $50,605 or about
30%.
General and administrative expense for two thirds of fiscal 2008 was $413,069
compared to $789,280 for 2007, a decrease of almost 30%. Major decreases in
costs during this period were reduction of consulting costs, general
administration, and promotion and investor relation costs.
The detail of general administrative costs is as follows:
31-Oct-07 31-Oct-06
--------- ---------
Travel, lodging, & meals $ 82,316 $131,072
Rent & utilities 88,204 73,187
Supplies 22,496 29,855
Automobile costs 28,424 29,873
Telephone 14,384 6,377
Internet providers 8,662 10,634
Professional fees 24,165 46,641
Miscellaneous taxes 363 7,666
Postage 2,616 2,695
-------- --------
Total $271,630 $338,000
======== ========
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For the three months ended October 31, 2007, general and administrative expenses
totaled $150,391 compared to $246,417 for the three months ended October 31,
2006, also reflecting a significant decrease of over 40%.
13
After deducting general and administrative costs, the Company experienced a loss
from operations of $135,460 for the first nine months of fiscal 2008, compared
to an operating loss of $425,781 for the same period in fiscal 2007.
During the three months ended October 31, 2007, the Company realized a profit
from operations of $55,609 compared to a loss of $91,022 for the same period in
fiscal 2007.
Interest income decreased during both the nine and three months ended October
2007 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, 2007, the Company's net loss was
$23,905 or $0.00 per share compared to a loss of $423,452, or $0.05 per share
for the same period in fiscal 2007. For the three months ended October 31, 2007,
the Company experienced a net loss of $109,069 or a loss of $0.01 per share
compared to net loss of $90,379 or a loss of $0.01 per share for the same period
in fiscal 2007.
DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2007 cash on hand was $157,203 as compared with $341,444 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, 2007, the Company had working capital of $36,245 compared to a
working capital of $145,051 at January 31, 2007.
Total assets at October 31, 2007 were $247,070 as compared to $367,017 at
January 31, 2007.
The Company's total stockholders' equity decreased to $226,082 at October 31,
2007 from $249,987 at January 31, 2007.
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.
III. INFLATION
Management anticipates that inflation will not have a material effect on the
Company's operations in the future. This is principally due to the fact that its
revenues and profits are expected to be derived from the licensing of its
software system to operators, such as broker/dealers for the use of their
clients. Essentially, the Company's software product is intended to facilitate
an investment environment that is typically not affected by inflationary trends.
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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.