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, 2009.

BACKGROUND

Advanced Technologies Group, Ltd. (the "Company," "we," "us" and "our") was incorporated in the State of Nevada in February 2000. In January 2001, the Company purchased 100% of the issued and outstanding shares of FX3000, Inc. (formerly Oxford Global Network, Ltd.), a Delaware corporation, the designer of the FX3000 currency trading software platform. The FX3000 software program is a financial real time quote and money management platform for use by independent foreign currency traders.

In March 2002, the Company transferred its FX3000 software program to FX Direct Dealer, LLC ("FX Direct") a joint venture company that markets the FX3000 software program. The Company received a 25% interest in the joint venture in return for the transfer. On January 26, 2009, the Company entered into a purchase and sale agreement effective as of December 31, 2008 (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. On March 17, 2009, the Company completed the Sale of the Membership Interest to FX Direct.

The aggregate purchase price of the Membership Interest was approximately $26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and the remaining $17,000,000 is payable in 36 equal monthly installments of $472,222.22, bearing interest at the rate of 10% per annum and evidenced by a subordinated promissory note that was issued pursuant to a Cash Subordinated Loan Agreement ("Loan Agreement").

In addition to the development and marketing of our PromotionStat and Cyber-Fence software platforms, the Company intends to seek to acquire and/or develop other new technologies and other business opportunities. In this regard, management is reviewing the possibility of entering into the aircraft recovery and used aircraft parts business. Preliminary research by management has shown the existence of a substantial shortage of used aircraft parts and that healthy profit margins can be made with respect to that environmentally friendly business. Management will also consider investing in commercial real estate ventures.

RESULTS OF OPERATIONS

The Company did not generate any revenues from software maintenance in the three months ended April 30, 2009 or the three months ended April 30, 2008, as the Company's software servicing and maintenance services for FX Direct were terminated in fiscal 2008 (which ended as of January 31, 2008) and there were no revenues generated by the Company from its other software products in either period.

General and administrative expenses in the three months ended April 30, 2009 increased to $416,907 as compared to $60,096 in the three months ended April 30, 2008, primarily as a result of an increase in professional fees and compensation expenses.

The Company experienced a loss from operations of ($416,097) in the three months ended April 30, 2009 as compared to ($60,096) in the three months ended April 30, 2008.

Other revenues and expenses in the three months ended April 30, 2009 included $151,646 in interest income generated from the proceeds of the Sale. Other revenues and expenses in the three months ended April 30, 2008 included sublease income of $41,016.

As a result of the foregoing, the Company had a net loss of ($265,261) the three months ending April 30, 2009 as compared to a net loss of ($19,023 ) in the three months ending April 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2009 cash on hand was $5,607,549 as compared with $134,918 at April 30, 2008.

On March 17, 2009, the Company completed the Sale of its Membership Interest to FX Direct. The aggregate purchase price of the Membership Interest was approximately $26,000,000, of which $9,000,000 was paid in cash at the

closing of the Sale and the remaining $17,000,000 is payable in 36 equal monthly installments of $472,222.22, bearing interest at the rate of 10% per annum and evidenced by a subordinated promissory note that was issued pursuant to a Cash Subordinated Loan Agreement ("Loan Agreement"). The Loan Agreement provides the Company with an increased interest rate in the event of late payments by the Purchaser and with the remedy of liquidation in the event of a default. The Company also received approximately $250,000 from the Purchaser in full satisfaction of amounts owed to the Company for providing certain services to the Purchaser.

The Company intends to retain the proceeds of the Sale for general working capital purposes and to engage in new business opportunities. The Company believes that the proceeds of the sale of its interest in FX Direct will be sufficient to fund its operations during fiscal 2010.

CASH FLOWS

For the three months ended April 30, 2009 cash provided by operating activities was $5,514,088 as compared to cash used in operating activities of ($18,874) for the three months ended April 30, 2008. The substantial increase in cash provided by operating activities in the 2009 period reflected the collection of a $9 million accounts receivable in connection with the closing of the Sale, which was partially offset by the reduction of an accounts payable of $3,302,862 in connection with the payment of accrued compensation expenses.

For the three months ended April 30, 2009, cash used in investing activities and financing activities was ($2,906) and ($38,551), respectively, as compared to no cash used in investing and financing activities in the three months ended April 30, 2008.