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Lot's of $$$$$ can be made from CE's... look at BITCF.. that's a pretty recent example.. .002 to .80. can't knock that.
200 Day Hi $Traded on $AVGG according to DDAmanda .......et z
I'm pretty sure it's a pump
AVGG is exploding today. Is it a pump, or is something positive going on with the company?
Of course someone wanted to sell $3 worth @.0015. Nope, no manipulation here! (could also have been retail wanting a tax loss)
Yep, I too searched for some news but came up with nothing. Accumulation is good. Enjoy your holiday.
Hm, another 10k went through at a nickel. I did a web search but didn't turn up any news. Looks like a little accumulation happening though. Happy holidays.
yes, I noticed it too.
A little bit lively with the pps today.
I totally agree with your post. I felt AVGG is a good roll of the dice. Especially with so much cash & so little debt.
I wish I knew because it has been dormant but still filing for 3 years.. Early this year all payments that had to be made according to the SEC have been done and now AVGG is free to persue other interests.. The share count actually went down during that period and there is now over $0.09 per share..
I don't think we see a distribution but rather an attempt to do something profitable with the money or do a merger with some or into another company .. This is a clean shell as it now stands.. Last week it woke up,, why..?? This is the president's last chance to redeem himself or regain any fortune that he wonce had.. He has a record of being a savy,, if not cunning promoter/stock guy.. He knows how to build shareholder value.. hank
So what's the company currently doing? Sitting on a pile of cash?
Bottom line: Any company with $1.3M in cash & only $200K is liabilities that only burns like $20K a month in expenses is worth a roll of the dice down here. I'm in & believe its wise trade.
AVGG.. $0.085..
Looks like the possible early news release to some might not be the reason for the recent rise in AVGG stock.. Hope is eternal so it's time again to sit back and wait and let the bids do the talking.. Hank
AVCC.. $0.085.. As insiders has kept his/thier cool during the whole ordeal and now has not to look over his back any longer,, and there is no overhead supply I think anything that could be bought below cash which is $0.09 will/should work out.. I still would not bet the farm as of yet though..
It's very possible that we see a deal now that all the bad things that could happen to this company is behind it and forward progess will be sooner rather than later in my opinion.. It will be the only way the president can reclaim his name and fortune.. BTW the share count is down because of the past problems.. hank
Thanks 10 bagger for your DD.
I love the low float OTCBB stocks and more times then not I do well to hold shares for awhile in these quiet boards.
Just this week my tewi safc and drhc are all moving me into over 200% and as much as 600% on just buying low on the float alone and wait.
This will pay off in time as well.
AVGG,, $0.06.. $0.09 per share in cash.. All SEC actions have been dismissed and all payments to Shareholders have now been paid.. So What we have and only have at present is a shell with $0.09 in cash..hank
Advanced Technologies Group, Ltd.
Consolidated Balance Sheets
As of April 30, 2013 and January 31, 2013
30-Apr-13 31-Jan-13
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ 1,300,726 $ 1,342,513
------------ ------------
TOTAL CURRENT ASSETS 1,300,726 1,342,513
OTHER ASSETS:
Investment in FX Direct Dealer 0 5,000
Trademark- net 4,694 4,841
Fixed assets- net 533 675
------------ ------------
TOTAL ASSETS $ 1,305,953 $ 1,353,029
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable & accrued expenses $ 292,184 $ 250,184
------------ ------------
TOTAL CURRENT LIABILITIES 292,184 250,184
Shareholder advance payable 7,796 7,796
------------ ------------
TOTAL LIABILITIES 299,980 257,980
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 50,165
shares at January 31, 2013 and 50,165 at April 30, 2013 111,120 111,120
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 135,496
shares at January 31, 2013 and 135,496 at April 30, 2013 374,865 374,865
Common stock- $.0001 par value, authorized 100,000,000 shares,
issued and outstanding, 14,415,729 shares at January 31, 2013
and 14,415,729 at April 30, 2013 1,442 1,442
Additional paid in capital 38,435,638 38,435,638
Accumulated deficit (37,917,092) (37,828,016)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 1,005,973 1,095,049
------------ ------------
TOTAL LIABILITIES & Shareholders' Equity $ 1,305,953 $ 1,353,029
============ ============
See the notes to the financial statements.
4
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Quarters Ended April 30, 2013 and April 30, 2012
30-Apr-13 30-Apr-12
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Salaries and benefits $ 52,000 $ 37,000
Consulting 0 25,001
General administration 37,076 22,153
------------ ------------
TOTAL GENERAL & administrative expenses 89,076 84,154
------------ ------------
Net loss from operations (89,076) (84,154)
OTHER REVENUES AND EXPENSES:
Interest income 0 10
------------ ------------
Net income (loss) before provision for income taxes (89,076) (84,144)
Provision for income taxes 0 0
------------ ------------
NET INCOME (LOSS) $ (89,076) $ (84,144)
============ ============
BASIC & fully diluted net income (loss) per common share:
Net income (loss) per share before extraordinary item $ (0.01) $ 0.00
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING:
Basic 14,415,729 18,948,966
Fully diluted 14,415,729 18,948,966
See the notes to the financial statements.
5
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Quarters Ended April 30, 2013 and April 30, 2012
30-Apr-13 30-Apr-12
------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ (89,076) $ (84,144)
Adjustments to reconcile net income (loss) items not requiring
the use of cash:
Amortization 147 150
Depreciation 142 143
Changes in other operating assets and liabilities :
Accounts payable & accrued expenses 42,000 (478,617)
------------ ------------
NET CASH USED BY OPERATIONS (46,787) (562,468)
INVESTING ACTIVITIES:
Investment in FX Direct Dealer 5,000 0
Proceeds from note receivable 0 956,218
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 5,000 956,218
FINANCING ACTIVITIES:
Advances received (paid) shareholders 0 0
------------ ------------
NET CASH USED BY FINANCING ACTIVITIES 0 0
------------ ------------
Net increase (decrease) in cash during the year (41,787) 393,750
Cash balance at beginning of the year 1,342,513 1,185,519
------------ ------------
CASH BALANCE AT APRIL 30TH $ 1,300,726 $ 1,579,269
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 0 $ 0
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity
From January 31, 2012 to April 30, 2013
Common Common Preferred Preferred Paid in Accumulated
Shares Par Value Shares Value Capital Deficit Total
------ --------- ------ ----- ------- ------- -----
Balance at January 31, 2012 18,948,966 $ 1,895 2,372,036 $ 6,097,355 $32,823,815 $(37,374,794) $ 1,548,271
Shares retired (4,533,237) (453) (2,186,375) (5,611,370) 5,611,823 0
Net loss (453,222) (453,222)
---------- ------- ---------- ----------- ----------- ------------ -----------
Balance at January 31, 2013 14,415,729 1,442 185,661 485,985 38,435,638 (37,828,016) 1,095,049
---------- ------- ---------- ----------- ----------- ------------ -----------
Net loss (89,076) (89,076)
---------- ------- ---------- ----------- ----------- ------------ -----------
Balance at April 30, 2013 14,415,729 $ 1,442 185,661 $ 485,985 $ 38,435,638 $(37,917,092) $ 1,005,973
========== ======= ========== =========== =========== ============ ===========
See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Quarters Ended April 30, 2013 and April 30, 2012
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, a spot foreign currency trading software
platform. The FX3000 software program was a real time quote and money management
platform used by independent spot 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.
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 had raised approximately $15 million
from 2001 to 2002 by improperly selling shares of its common stock. The SEC
action sought disgorgement of all Company profits earned from the sale of the
FXDD interest.
In October 2010, the Company reached an agreement with the SEC to settle the
action in its entirety, which received the final approval of the SEC on December
30, 2010. Under the settlement agreement, the Company consented to a judgment in
the total amount of $19,186,536, of which $14,883,400 was paid in January 2011.
The balance was payable in nine monthly installments ending in October 2011. The
funds collected by this judgment were to be distributed to the investors who
participated in the unregistered offerings pursuant to a Plan of Distribution
approved by the United States District Court for the Southern District of New
York in March 2011. During fiscal year 2013, the funds collected by the judgment
were distributed to these shareholders and the Company retired 4,533,237 common
shares. In addition, 711,916 preferred A shares and 1,474,459 preferred B shares
were retired during fiscal year 2013. All the common and preferred shareholders
that participated in the S.E.C. settlement have been paid in full as of January
31, 2013.
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.
8
MoveIdiot.com was designed to enable individuals and businesses to keep track of
their property on-line. The software program enables users 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. The Company had
not received any revenues from MoveIdiot.com through the date of this report. At
present, the MoveIdiot.com website is not in operation and the Company is
evaluating whether or not to continue the development of this website.
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- 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 equipment is stated at cost. Depreciation expense is
computed using the straight-line method over the estimated useful life of the
asset, which managements estimates to be three years.
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 require 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 April 30, 2013
and April 30, 2012, the Company has no uncertain tax positions that qualify for
either recognition or disclosure in the financial statements. All tax returns
from fiscal years 2009 to 2012 are subject to IRS audit.
never know but I would like to see more of your profit from vodka come in now lol
Thursday, April 26 2012 6:23 AM, EST Emulex Announces Third Fiscal Quarter 2012 Results; Net Revenues Grow 12% and Non-GAAP Net Income Grows 98% Year-Over-Year M2 Communications "M2 PressWIRE"
COSTA MESA, Calif. , -- Emulex Corporation (NYSE:ELX) today announced results for its third quarter of fiscal 2012, which ended on April 1, 2012 .
Third Quarter Financial Highlights Net revenues of $125.7 million , an increase of 12% year-over-year Net revenues for our 10Gb Ethernet products more than doubled year-over-year, exceeding 20% of net revenues, compared to 15% in the prior quarter and 12% in Q3 of fiscal 2011 Network Connectivity Products (NCP) net revenues of $91.1 million , or 73% of net revenues, an increase of 9% year-over-year Storage Connectivity Products (SCP) net revenues of $27.9 million , or 22% of net revenues, an increase of 33% year-over-year Advanced Technology and Other Products (ATP) net revenues of $6.8 million , or 5% of net revenues, a decrease of 6% year-over-year GAAP gross margins of 59% and non-GAAP gross margins of 64% GAAP operating income of $8.1 million , or 6% of total net revenues, and non-GAAP operating income of $21.4 million , or 17% of total net revenues GAAP net income of $8.7 million and non-GAAP net income of $18.5 million GAAP diluted earnings per share of $0.10 and non-GAAP diluted earnings per share of $0.21 Cash, cash equivalents and investments at the end of the quarter of $201.5 million
Third Quarter Business Highlights OneCommand Vision 2.0 named one of the 2011 Products of the Year in the Storage Management Tools category by the editors of TechTarget's Storage Media Group . The award selection was based on innovation, performance, ease of integration into existing environments, ease of use, and manageability Announced OneCommand Vision supports the new Microsoft System Center 2012, enabling a common toolset to manage private and public cloud application and services in a single-pane-of-glass Emulex Connect Partner Program named to CRN's 2012 Partner Programs Guide for excellence in its overall channel program and awarded a 5- Star Partner rating John Alfieri , Emulex vice president, Americas channel sales, honored as one of CRN's 2012 Channel Chiefs
Financial Results
In the third quarter, total net revenues increased 12% from the comparable quarter of last year, reaching $125.7 million . Third quarter net income on a GAAP basis was $8.7 million , or $0.10 per diluted share, compared to a GAAP net loss of $18.3 million , or $0.21 per share, in Q3 of fiscal 2011. Non-GAAP net income for the third quarter was $18.5 million , or $0.21 per diluted share, representing a 98% increase from $9.4 million in the comparable quarter of the prior fiscal year.
For the first nine months of fiscal 2012, total net revenues of $372.8 million represent an increase of 13% over the comparable period of the prior year. GAAP net income for the period was $16.5 million , compared to a GAAP loss of $67.9 million for the first nine months of fiscal 2011. Non-GAAP net income increased 62% to a total of $53.0 million compared to $32.6 million for the first nine months of fiscal 2011. Reconciliations between GAAP and non-GAAP results are included in the accompanying financial data.
CEO Jim McCluney commented, "I'm particularly pleased with the strength of our results in light of the seasonal weakness that is typically associated with our third fiscal quarter. The continuing expansion of our core markets drove year-over-year revenue growth in excess of 10% for the fifth consecutive quarter, and once again exceeded the high end of our guidance," continued McCluney.
"We look forward to a strong finish to the fiscal year and are optimistic that we will be able to show double digit year-over-year revenue growth for the second consecutive year, and have the opportunity to surpass the half billion dollar annual revenue mark for the first time," McCluney concluded.
Business Outlook
Although actual results may vary depending on a variety of factors, many of which are outside the Company's control, including uncertainty related to the macro IT spending environment, the timing of new server launches by our customers, and the results and related costs of ongoing patent litigation, Emulex is providing guidance for its fourth fiscal quarter ending July 1, 2012 . For the fourth quarter of fiscal 2012, Emulex is forecasting total net revenues in the range of $126-$130 million . The Company expects non-GAAP earnings per diluted share of $0.21-$0.23 in the fourth quarter. On a GAAP basis, Emulex expects earnings per diluted share could amount to $0.09-$0.11 in the fourth quarter. GAAP estimates for the fourth quarter reflect approximately $0.12 per diluted share in expected charges arising primarily from amortization of intangibles, stock-based compensation and the royalties and mitigation expenses associated with the Broadcom patent litigation.
About Emulex
Emulex , the leader in converged networking solutions, provides enterprise-class connectivity for servers, networks and storage devices within the data center. The Company's product portfolio of Fibre Channel host bus adapters, network interface cards, converged network adapters, controllers, embedded bridges and switches, and connectivity management software are proven, tested and trusted by the world's largest and most demanding IT environments. Emulex solutions are used and offered by the industry's leading server and storage OEMs including, Cisco , Dell , EMC , Fujitsu , Groupe Bull, Hitachi , Hitachi Data Systems , HP, Huawei , IBM, Intel , NEC, NetApp , Oracle , Unisys and Xyratex . Emulex is headquartered in Costa Mesa, Calif. , and has offices and research facilities in North America , Asia and Europe . Emulex is listed on the New York Stock Exchange (NYSE:ELX). News releases and other information about Emulex is available at www.Emulex.com.
Note Regarding Non-GAAP Financial Information
To supplement the condensed consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), we have included the following non-GAAP financial measures in this press release or in the webcast to discuss our financial results for the third fiscal quarter which may be accessed via our website at www.emulex.com: (i) non-GAAP gross margin, (ii) non-GAAP operating expenses, (iii) non-GAAP operating income, (iv) non-GAAP net income, and (v) non-GAAP diluted earnings per share. These non-GAAP financial measures exclude certain expenses and reflect an additional way of viewing aspects of our operations that, when viewed with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our results of operations and the factors and trends affecting our business. However, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. We use our non-GAAP financial measures internally to better understand and evaluate our business, prepare annual budgets, and in measuring performance for some forms of compensation.
Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:
Stock-based compensation . Although stock-based compensation represents an important part of incentive compensation offered to our key employees, we believe that exclusion of the impact of stock-based compensation assists management and investors in evaluating the period over period performance of our business operations and in comparing our performance with those of our competitors. Stock-based compensation expense will recur in future periods.
Amortization of intangibles . Amortization of intangibles generally represents costs incurred by an acquired company or other third party to build value prior to our acquisition of the intangible assets. As such, it is effectively part of the transaction costs of the acquisition rather than ongoing costs of operating our core business. As a result, we believe that exclusion of these costs in presenting non-GAAP financial measures provides management and investors a more effective means of evaluating its historical performance and projected costs and the potential for realizing cost efficiencies within our core business. Amortization of intangibles will recur in future periods.
Site closure related expenses . We have recognized expenses related to closure and consolidation of certain facilities. We believe that exclusion of these expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.
Patent damages/sunset period royalties . We have incurred expenses in the form of damages and royalties as a result of a judgment in a patent litigation proceeding. We believe that exclusion of charges related to the Broadcom patent damages and sunset period royalties are useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors, as this amount relates to a judgment in litigation and does not reflect a continuing cost of operating our core business. In this regard, we note that expenses of this type are infrequent in nature.
Additional costs on sell through of inventory acquired in the ServerEngines acquisition . At the time of an acquisition, the inventory of the acquired company is recorded at fair value and subsequently expensed as sold. We believe that the mark-up on acquired inventory does not constitute part of our core business because it generally represents costs incurred by the acquired company prior to acquisition and as such they are effectively part of transaction costs rather than ongoing costs of operating our core business. In this regard, we note that once the acquired inventory is consumed the mark-up will not be replaced with cash costs and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time.
Mitigation expenses related to the Broadcom patents . We have recognized mitigation expenses related to the Broadcom patents. We believe that exclusion of these redesign, requalification and appeal expenses is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that expenses of this type are infrequent in nature.
Impairment of in-process research and development . We believe that the exclusion of charges relating to the impairment of in-process research and development is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that charges of this nature are infrequent and are unrelated to our core business.
Broadcom's unsolicited takeover proposal and related litigation costs . We believe that exclusion of charges related to Broadcom's unsolicited takeover proposal and related litigation costs is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. We believe such costs are generally unrelated to our core business and/or infrequent in nature.
Fair value adjustments on assets . We have recognized a fair value adjustment in connection with a loan made to ServerEngines prior to the acquisition. We believe that exclusion of this adjustment is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis and relative to our competitors. In this regard, we note that adjustments of this type are infrequent in nature.
Tax impact associated with platform contribution transactions . We believe eliminating the discrete tax impact associated with the Company's recent globalization initiatives, including the platform contribution transactions (PCT) between one of our U.S. entities and a foreign subsidiary to license certain product technology, including the recently acquired ServerEngines technology, is useful to management and investors in evaluating the performance of the Company's ongoing operations on a period-to-period basis and relative to the Company's competitors. In this regard, we note that adjustments of this type are generally infrequent in nature.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the statements set forth above, including, without limitation, those contained in the discussion of "Business Outlook" above, and the reconciliation of forward-looking diluted earnings per share below, contain forward-looking statements that involve risk and uncertainties. We expressly disclaim any obligation or undertaking to release publicly any updates or changes to these forward-looking statements that may be made to reflect any future events or circumstances. We wish to caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include intellectual property claims, with or without merit, that could result in costly litigation, cause product shipment delays, require us to indemnify customers, or require us to enter into royalty or licensing agreements, which may or may not be available. Furthermore, we have in the past obtained, and may be required in the future to obtain, licenses of technology owned by other parties. We cannot be certain that the necessary licenses will be available or that they can be obtained on commercially reasonable terms. If we were to fail to obtain such royalty or licensing agreements in a timely manner and on reasonable terms, our business, results of operations and financial condition could be materially adversely affected. Ongoing lawsuits, such as the action brought by Broadcom Corporation ( Broadcom ), present inherent risks, any of which could have a material adverse effect on our business, financial condition, or results of operations. Such potential risks include continuing expenses of litigation, risk of loss of patent rights and/or monetary damages, risk of injunction against the sale of products incorporating the technology in question, counterclaims, attorneys' fees, incremental costs associated with product or component redesigns, and diversion of management's attention from other business matters. With respect to the Broadcom litigation such potential risks also include the availability of an adequate sunset period of time to make design changes, the ability to implement any design changes, the availability of customer resources to complete any re-qualification or re-testing that may be needed, the ability to maintain favorable working relationships with Emulex suppliers of SerDes modules and the ability to obtain a settlement that does not put us at a competitive disadvantage. In addition, the fact that the economy generally, and the technology and storage segments specifically, have been in a state of uncertainty makes it difficult to determine if past experience is a good guide to the future and makes it impossible to determine if markets will grow or shrink in the short term. The current economic downturn and the resulting disruptions in world credit and equity markets that are creating economic uncertainty for our customers and the storage networking market as a whole has and could continue to adversely affect our revenues and results of operations. Furthermore, the effect of any actual or potential unsolicited offers to acquire us may have an adverse effect on our operations. As a result of these uncertainties, we are unable to predict our future results with any accuracy. Other factors affecting these forward-looking statements include, but are not limited to, the following: faster than anticipated decline in the storage networking market; slower than expected growth of the storage networking market or the failure of our Original Equipment Manufacturer (OEM) customers to successfully incorporate our products into their systems; our dependence on a limited number of customers and the effects of the loss of, decrease in or delays of orders by any such customers, or the failure of such customers to make timely payments; the emergence of new or stronger competitors as a result of consolidation movements in the market; the timing and market acceptance of our products or our OEM customers' new or enhanced products; costs associated with entry into new areas of the storage technology market; the variability in the level of our backlog and the variable and seasonal procurement patterns of our customers; any inadequacy of our intellectual property protection and the costs of actual or potential third-party claims of infringement and any related indemnity obligations or adverse judgments; impairment charges, including but not limited to goodwill and intangible assets; changes in tax rates or legislation; the effects of acquisitions; the effects of terrorist activities; natural disasters, such as the earthquake and resulting tsunami off the coast of Japan in March 2011 and the significant flooding in various parts of Thailand in October 2011 , and any resulting disruption in our supply chain or customer purchasing patterns or any other resulting economic or political instability; the highly competitive nature of the markets for our products as well as pricing pressures that may result from such competitive conditions; the effects of changes in our business model to separately charge for software; the effect of rapid migration of customers towards newer, lower cost product platforms; possible transitions from board or box level to application specific integrated circuit (ASIC) solutions for selected applications; a shift in unit product mix from higher-end to lower-end or mezzanine card products; a faster than anticipated decrease in the average unit selling prices or an increase in the manufactured cost of our products; delays in product development; our reliance on third-party suppliers and subcontractors for components and assembly; our ability to attract and retain key technical personnel; our ability to benefit from research and development activities; our dependence on international sales and internationally produced products; changes in accounting standards; and the potential effects of global warming and any resulting regulatory changes on our business. These and other factors could cause actual results to differ materially from those in the forward-looking statements and are discussed in our filings with the Securities and Exchange Commission , including our recent filings on Forms 10-K and 10-Q, under the caption "Risk Factors."
This news release refers to various products and companies by their trade names. In most, if not all, cases these designations are claimed as trademarks or registered trademarks by their respective companies.
Investor Contact : Frank Yoshino , Vice President, Finance 714 885-3697
Press Contact: Katherine Lane , Director, Corporate Communications, +1 714-885-3828
(( M2 Communications disclaims all liability for information provided within M2 PressWIRE. Data supplied by named party/parties. Further information on M2 PressWIRE can be obtained at http://www.presswire.net on the world wide web. Inquiries to info@m2.com)).
I don't understand what that means. I see that AVGG is current in their SEC filings and is still quoted on the otcbb and pinksheets QX level.
AVGG 10K is out. No deferred taxes due anymore as I expected. Still have restrictions on their cash until the monthly payments to the SEC are done towards the end of the year. Not sure how much cash they will end up with when all is said and done, because I don't know what burn rate to expect but should be at least a couple mil or more.
11. SUBSEQUENT EVENTS
On January 13, 2011, the Court issued an Order setting a schedule to effectuate
the SEC Settlement and approve a Plan of Distribution. The Court also entered,
as part of the SEC Settlement, final judgments and consents for the Company, and
the individual defendants.
Under the SEC Settlement, the Company consented to judgment in the total amount
of $19,186,536.32, of which approximately $14.8 million was paid within 14 days
following entry of the judgment and the balance is due in nine monthly
installments following the entry of judgment. Such funds are to be distributed
to investors who participated in the unregistered offerings at issue pursuant to
a Plan of Distribution that was submitted to the Court by the SEC in March 2011
and which is subject to the Court's approval. The SEC has agreed that the Plan
of Distribution will require the surrender and cancellation of shares of any
investor who participates in the settlement and who continues to own shares in
the Company. The Company has agreed to pay $500,000 to satisfy the costs of the
administration of the Plan.
For additional information, see Note 1.
Wish they would get their act together. I'm gonna be VERY disappointed if it was all a scam. I'm in at 36K Shares.
Since they are disgorging most of the profits in the settlement I think the deferred taxes will no longer be due when the next financial statement comes out after march 15. It will show much lower assets no longer restricted and much lower/none deferred taxes payable imo.
Also, what makes you think they will only have 2 mil cash after the settlement?
Raskas, for his part, consented
to judgment of $4,749,948.03 of the total $19,186,536.32 judgment at issue.
http://www.sec.gov/Archives/edgar/data/1119046/000116552711000082/g4785.txt
To me that means AVGG is paying $14,436,588, unless I'm reading it wrong, and will have close to 7 mil left after the settlement less liabilities which remains to be seen how much they will end up being.
All imho and good luck,
Vic
Why do you think deferred taxes payable "won't be due now"???
Also, the 472K/month is already included in "restricted assets" as of the 9/10 10-Q, so that money will go towards the settlement.
Most of the liability is deferred taxes payable that won't be due now. Also, I expect they will still collect the balance due them for selling FX direct, which is 472K a month through April 2012.
Uh, I see $2M cash vs $5M liabilities
after the settlement...
wanted some of this but tda says, "Opening transactions for this security are not accepted."
Nice buy. I was trying to get some at .03 for a while but gave up on it. I wonder waht Stelmak will decide to do with whatever is left over?
AVGG.. The final settlement .. Looks like we have shell with $0.25 a share in cash in it.. Bought 30,000 @0.039 just incase..hank
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 13, 2011
ADVANCED TECHNOLOGIES GROUP, LTD.
(Exact name of registrant as specified in its charter)
Nevada 0-30987 80-0987213
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
331 Newman Springs Rd., Bld. 1, 4 Fl. Suite 143
Red Bank, NJ 07701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732-784-2801)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER MATTERS
On June 23, 2010, the Securities and Exchange Commission filed a civil
enforcement action against Advanced Technologies Group, Ltd. ("ATG"), and its
officers Alexander Stelmak and Abelis Raskas in the United States District Court
for the Southern District of New York ("the Court"). The Commission's Complaint
alleged that between 1997 and 2006 the defendants raised $14,741,760.76 from
investors through a series of illegal unregistered offerings of the securities
of ATG and its predecessor companies, Oxford Global Network, Ltd., and Luxury
Lounge, Inc. The Commission alleged that, in connection with these offerings,
the defendants violated the securities registration requirements of Sections
5(a) and 5(c) of the Securities Act of 1933 ("Securities Act").
The Commission sought disgorgement of all alleged ill-gotten gains, plus
prejudgment interest thereon, for a total of $24,990,124 as well as additional
relief. ATG, Stelmak and Raskas each served Answers to the Complaint in which
they denied liability and asserted affirmative defenses.
In October 2010, the defendants reached an agreement in principle with the
Commission to settle (the "Settlement") the action in its entirety, which
received the final approval of the Commission on December 30, 2010. On January
13, 2010, the Court issued an Order setting a schedule to effectuate the
settlement and approve a Plan of Distribution, to be submitted on or before
March 15, 2011. The Court also entered, as part of the Settlement, final
judgments and consents for ATG, and the individual defendants.
Under the Settlement, defendants consented to judgment in the total amount
of $19,186,536.32, of which approximately $14.8 million will be payable within
14 days following entry of the judgment and the balance will be due in nine
monthly installments following the entry of judgment. Such funds are to be
distributed to investors who participated in the unregistered offerings at issue
pursuant to a Plan of Distribution that must be filed by the Commission with the
Court by March 15, 2011 and will be subject to the Court's approval. The
Commission has agreed that the Plan of Distribution will require the surrender
and cancellation of shares of any investor who participates in the settlement.
ATG has agreed to pay $500,000 to satisfy the costs of the administration of the
Plan.
ATG and Stelmak consented to judgment against them in the full amount of
$19,186,536.32, and have agreed to certain prohibitions, including for Stelmak
and ATG, a permanent injunction against future violations of Section 5(a) and
5(c) of the Securities Act, and for Stelmak a five year ban from participating
in any offering of penny stock. Stelmak and ATG also have accepted civil
penalties of $6,500 and $65,000, respectively. Raskas, for his part, consented
to judgment of $4,749,948.03 of the total $19,186,536.32 judgment at issue. As
no penalties or restrictions were sought against Raskas, none are contained in
his proposed judgment.
The Commission has agreed that all settlement funds (except the civil
penalty for Stelmak) will be paid by ATG, with Raskas (only to the limited
extent of his liability) and Stelmak responsible for any shortfall.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED TECHNOLOGIES GROUP, LTD.
By: /s/ Alex Stelmak
---------------------------------------
Name: Alex Stelmak
Title: Chief Executive Officer
Date: January 26, 2011
AVGG .03 offering was cxld. They probably read the proposed settlement and came to the same conclusion as me...that AVGG might end up with a few mil after all is said and done. As much as .25 per share.
Vic
If I'm reading this right, AVGG might end up having a few mil left over.
"defendants consent to judgment in the total
amount of $19,186,536.32, with such funds being distributed to investors who
participated in the unregistered offerings at issue."
And further on:
" Raskas, for his part, consents to judgment of $4,749,948.03 of the
total $19,186,536.32 judgment at issue."
That works out to AVGG (AGT) paying out $14,436,588 if I'm reading it right, which would work out to them having about 5 mil or about .25 per share after everything is said and done.
Anyone see it any different?
Tia,
Vic
AVGG 10Q out. Proposed settlement excerpt:
"ATG, Stelmak and Raskas have now reached an agreement in principle with the
Commission to settle the action in its entirety. Such settlement (the
"Settlement") has been approved by the ATG Board of Directors and the individual
defendants, and the parties are waiting for final approval from the Commission.
Under the proposed Settlement, defendants consent to judgment in the total
amount of $19,186,536.32, with such funds being distributed to investors who
participated in the unregistered offerings at issue. ATG and Stelmak consent to
judgment against them in the full amount of $19,186,536.32, and have agreed to
certain prohibitions, including for Stelmak and ATG, a permanent injunction
against future violations of Section 5(a) and 5(c) of the Securities Act, and
for Stelmak a five year ban from participating in any offering of penny stock.
Stelmak and ATG also have accepted civil penalties of $6,500 and $65,000,
respectively. Raskas, for his part, consents to judgment of $4,749,948.03 of the
total $19,186,536.32 judgment at issue. As no penalties or restrictions were
sought against Raskas, none are contained in his proposed judgment.
The Commission has agreed that all settlement funds (except the civil
penalty for Stelmak) will be paid by ATG, with Raskas (only to the limited
extent of his liability) and Stelmak responsible for any shortfall. ATG has
requested that the plan of distribution for the funds provide that any current
or former shareholders in ATG claiming any portion of that fund will surrender
the shares owned by that shareholder to ATG, and that ATG will retire those
20
<PAGE>
shares. The Settlement still requires final approval by the Commission, and will
then require court approval before becoming final."
http://www.sec.gov/Archives/edgar/data/1119046/000116552710001000/g4615.txt
AVGG..
Still under SEC capture of all cash assets except funds need to run the company.. PR resigned also.. hank
AVGG $0.03.. Name change..???
I don't quite know what to make of this change in website info.. If it is now the company it seems as though the shell has been sold.. Last published reports show $0.75+++ per share in cash.. There were SEC charges against the president and the company so I don't know how much of the cash is still there.. The new site is APGWORLD.COM.. I bought 30,000 at $0.03 just incase.. hank
Name and telephone number of person to contact in regard to this
notification
Alex Stelmak 732 784-2801
-------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
AVGG..$0.0428
Bought 15K @$0.0428 on the opening.. Have no opinion as of yet.. hank
AVGG..
As i was out much of the day,, I missed the action.. I had 65000 shares coming in today and made a few sales yester day hitting bids to $0.18 and actually got wacked at $0.1528.. I saw the $0.04 trades go by and put in an order at $0.0428 for 15000.. I don't have the foggest idea of what has happened and what will be left but with the note and cash AVGG has over $0.70 of tax free cash now on the books.. How much does the SEC want and what did they do wrong is the question.. And to top it off the SEC froze the assets and that's bad..
If legal problems are there we are looking at a Min of 24 Mo's before anything concrete will occur IMO.. I'll be CT all next week so I'll have more tools at my fingertips..The bid I put in is for a small amount and as I said I don't have a clue.. As a crap shoot I guess the odds are there but as an investment or trade I think there will be a long workout period.. I wish I knew who sold at $0.04 today.. I sure would like to know what he thinks he knows.. hank
AVGG - would you add at .05, or below, based on what is now known?
AVGG.. $0.10 Just go cheaper,, But
will AVGG survive.. I have according to the last 10Q figured that AVGG has at present over $0.50 per share in cash and about another $0.20 due.. The SEC says it now want's some and has frozen the assets of the company....AVGG's burn rate was at present less than $0.06 per year so interest should accont for half of it.. The charges below are for prior periods but the SEC has frozen the accounts of AVGG..
I hope the funds are still there and if so down the road we could see a reverse merger or dividend.. IMO the current management is gone and we have a clean shell.. How long it will take to workout is anyone's guess but I think 24 Mo's would be a good estimate for starters .. First thing to find out is how much cash is/could be left.. The SAGA is below.. I'm long well over 60K of AVGG after sales and purchases yesterday,, but had bought much of it below current prices during the past few years.. My DD was good but it's still almost impossible to guard against fraud if someone want's to commit it.. Not saying that fraud has occred here but it don't look good..hank
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 Advanced Technologies Group Ltd. (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 seeks 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.
AVGG.. $0.18.. One cheap shell..
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 April 30, 2010 and January 31, 2009
Unaudited
30-Apr-10 31-Jan-10
------------ ------------
ASSETS
Current assets:
Cash & cash equivalents $ 1,173,352 $ 2,747,762
Short term investments 8,827,218 6,220,498
Subordinated note receivable 5,666,667 5,666,667
Deferred tax asset 4,109 0
Prepaid income tax 302,667 471,742
------------ ------------
Total current assets 15,974,013 15,106,669
Other assets:
Subordinated note receivable- non current portion 5,194,445 6,611,111
Investment in FX Direct Dealer 5,000 5,000
Trademark- net 6,512 6,660
Fixed assets- net 2,279 2,420
------------ ------------
Total assets $ 21,182,249 $ 21,731,860
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable & accrued expenses $ 96,848 $ 88,081
Income taxes payable 0 156,576
------------ ------------
Total current liabilities 96,848 244,657
Deferred income taxes payable 4,956,286 5,346,422
Shareholder advance payable 9,872 9,872
------------ ------------
Total liabilities 5,063,006 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 March 31, 2010 1,849 1,849
Additional paid in capital 32,715,950 32,715,950
Accumulated deficit (22,695,911) (22,684,245)
------------ ------------
Total shareholders' equity 16,119,243 16,130,909
------------ ------------
Total Liabilities & Shareholders' Equity $ 21,182,249 $ 21,731,860
============ ============
See the notes to the financial statements.
4
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Quarters Ended April 30, 2010 and April 30, 2009
Unaudited
30-Apr-10 30-Apr-09
------------ ------------
General and administrative expenses:
Salaries and benefits $ 143,481 $ 65,639
Consulting 95,450 58,651
General administration 180,191 292,617
------------ ------------
Total general & administrative expenses 419,122 416,907
------------ ------------
Net loss from operations (419,122) (416,907)
Other revenues and expenses:
Interest income 296,627 151,646
Gain on sale of FXDD interest 0 23,597,942
Gain on short term investments 106,720 0
------------ ------------
Net income (loss) before provision for income taxes (15,775) 23,332,681
Provision for income taxes 4,109 (6,442,239)
------------ ------------
Net income (loss) $ (11,666) $ 16,890,442
============ ============
Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share $ (0.00) $ 0.93
Fully diluted income (loss) per share $ (0.00) $ 0.82
Weighted average of common shares outstanding:
Basic 18,486,535 18,268,104
Fully diluted 18,486,535 20,640,140
See the notes to the financial statements.
5
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Quarters Ended April 30, 2010 and April 30, 2009
Unaudited
30-Apr-10 30-Apr-09
------------ ------------
Operating Activities:
Net income (loss) $ (11,666) $ 16,890,442
Adjustments to reconcile net income (loss) items
not requiring the use of cash:
Amortization 148 301
Depreciation 141 46
Gain on sale of FXDD interest 0 (23,597,942)
Changes in other operating assets and liabilities:
Accounts payable & accrued expenses 8,767 (3,302,862)
Deferred tax asset (4,109) 0
Prepaid income tax 169,075 0
Income taxes payable (156,576) 833,043
Deferred income taxes payable (390,136) 5,063,135
------------ ------------
Net cash used by operations (384,356) (4,113,837)
Investing activities:
Purchase of office equipment 0 (2,906)
Investment in short term marketable securities (2,606,720) 0
Proceeds from note receivable 1,416,666 627,925
Proceeds from sale of FXDD investment 0 9,000,000
------------ ------------
Net cash provided (used) by investing activities (1,190,054) 9,625,019
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 (1,574,410) 5,472,631
Cash balance at January 31st 2,747,762 134,918
------------ ------------
Cash balance at April 30th $ 1,173,352 $ 5,607,549
============ ============
Supplemental disclosures of cash flow information:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 186,427 $ 390,358
See the notes to the financial statements.
6
Advanced Technologies Group, Ltd.
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
For the Quarters Ended April 30, 2010 and April 30, 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 loss for the period (11,666) (11,666)
----------- ------ ---------- ---------- ----------- ------------ -----------
Balance at April 30, 2010 18,486,535 $1,849 2,372,036 $6,097,355 $32,715,950 $(22,695,911) $16,119,243
=========== ====== ========== ========== =========== ============ ===========
Balance at January 31, 2009 18,268,104 $1,827 2,372,036 $6,097,355 $32,664,364 $(39,713,122) $ (949,576)
Net income for the period 16,890,442 16,890,442
----------- ------ ---------- ---------- ----------- ------------ -----------
Balance at April 30, 2009 18,268,104 $1,827 2,372,036 $6,097,355 $32,664,364 $(22,822,680) $15,940,866
=========== ====== ========== ========== =========== ============ ===========
See the notes to the financial statements.
7
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Quarters Ended April 30, 2010 and April 30, 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.
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 April
30, 2010 and April 30, 2009.
8
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. At April 30, 2010, the
fair value of the subordinated loan receivable was $12,025,000.
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.
9
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 April 30, 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.
10
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 effect of the convertible preferred stock has been excluded from the April
30, 2010 calculation of earnings per share since their inclusion would be
anti-dilutive. The calculation for net income (loss) per share is as follows.
30-Apr-10 30-Apr-09
----------- -----------
Net income (loss) $ (11,666) $16,890,442
=========== ===========
Basic shares outstanding (weighted average) 18,486,535 18,268,104
Preferred stock convertible into common shares 0 2,372,036
----------- -----------
Fully diluted shares outstanding (weighted average) 20,858,571 20,640,140
=========== ===========
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.
11
4. INCOME TAXES
Provision for income taxes is comprised of the following:
30-Apr-10 30-Apr-09
----------- -----------
Net income (loss) before provision for income taxes $ (15,775) $23,332,681
=========== ===========
Current tax expense:
Federal $ 0 $ 838,112
State 0 257,705
----------- -----------
Total 0 1,095,817
Less deferred tax asset (4,109) 0
Add deferred tax payable (benefit):
Long term capital gain (installment payable over 3 years) 0 5,346,422
----------- -----------
Provision for income taxes $ (4,109) $ 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%
=========== ===========
Deferred tax asset:
Loss carry-forward expiring in 2030 $ 4,109 $ 0
=========== ===========
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.
AVGG.. $0.22
MoveIdiot.com Transforms Mobile Phones Into Personal MovingAssistants
May 4, 2010 13:00:18 (ET)
RED BANK, NJ, May 04, 2010 (MARKETWIRE via COMTEX) -- News Facts:
-- MoveIdiot (
www.MoveIdiot.com
) is a free service that takes the hassle
out of moving by providing easy-to-use online moving tools for the
average person on the move. MoveIdiot's intuitive user interface
enables users to track and organize all aspects of the moving process
online.
-- MoveIdiot's suite of online moving tools make it simple to manage an
entire move from start to finish including calculate moving expenses,
control a moving budget, estimate packing supplies needed, access
moving guides, take advantage of pre-made moving checklists, determine
whether or not to hire a mover, receive recommendations for a
professional moving company and determine the best sized moving truck,
trailer and storage unit for the move based on the estimated weight
and volume of your belongings.
-- Today at Web 2.0 Expo SF, MoveIdiot is announcing an optimized version
of the service designed specifically for mobile devices. The new
mobile interface will transform users' mobile phones into personal
moving assistants and provide a simple way to organize the entire
moving process anytime, anywhere. While remaining on-the-go, users can
access MoveIdiot's suite of free moving tools directly from their
mobile devices -- which prior to today, were only available through
the MoveIdiot Website.
-- MoveIdiot solves the very fragmented nature of moving through its
array of free moving tools, which allow users to complete every step
of the moving process from one central place online, and now --
wherever, whenever, through their mobile Web browser. Whether users
are at home, at the office or running moving errands, they have access
to MoveIdiot's free moving tools to complete every step of the moving
process.
-- MoveIdiot's intuitive and easy-to-use interface translates to the
mobile version, so it's simple for users to check off to-do list
items, get a moving quote and estimate moving supplies needed, while
remaining on-the-go. The enhanced mobile features provide users with a
cost-efficient solution to handle the entire moving process while
decreasing the time and energy spent due to disorganization.
-- Just like with PCs and Macs, MoveIdiot is an installation-free system
and there is no software to download. The mobile version is compatible
with all mobile phones with a mobile Web browser.
-- MoveIdiot is owned and operated by Advanced Technologies Group, LTD
ATG (AVGG, Trade ), a publicly traded software development company.
Executive Quotes:
-- Abel Raskas, President of ATG says, "Tens of millions of people move
each year, and not every one of those people is tech-savvy, which is
why we developed an interface that is easy to use and intuitive. The
same can be said for our new mobile version, so whether you are a
novice or experienced user, you will easily be able to access and
leverage MoveIdiot's moving tools for your next move."
-- "Many consumers feel frustrated with other moving sites, which can be
overwhelming and offer few, if any, tools for people to plan and
execute their move," continues Mr. Raskas. "We are focused on
providing a useful resource for people on the move, which has been
displayed through the number of new tools we have added since we
launched in January, and now, with the new mobile version of
MoveIdiot."
-- "Whether you are moving your business, or your home, MoveIdiot's value
is clear because everyone can benefit from being able to analyze their
spending habits or reduce the amount of time spent looking for
movers," states Mr. Raskas. "Now, whether you are at home, or in line
for moving supplies, you will be able to save time, money and energy
by accessing MoveIdiot's free moving tools from your computer or
mobile phone."
About MoveIdiot.com:
MoveIdiot.com is a free, Web-based service that takes the hassle out of moving by providing easy-to-use online moving tools for the average person on the move. MoveIdiot.com is owned and operated by Advanced Technologies Group, LTD (AVGG, Trade ).
Media:
Margaret Chaffee
Email Contact
415-218-3815
Investor Relations:
Andrew Barwicki
561-662-9461
Not sure I understand this stock...They made .83 Fully diluted last year, the quarter ending 10-31-09 they made .93
They just live off the sell of the FX3000 for the next few years?
AVGG.. $0.20
STATEMENT OF OPERATIONS DATA:
31 Jan-10 31-Jan-09
------------ ------------
General and administrative expenses:
Salaries and benefits $ 569,886 $ 515,398
Consulting 136,200 30,513
General administration 1,046,673 277,577
------------ ------------
Total general and administrative expenses 1,752,759 823,488
------------ ------------
Net loss from operations $ (1,752,759) $ (823,488)
------------ ------------
Other revenues and expenses:
Interest income 1,291,979 71
Gain on sale FX Direct Direct 23,597,942 0
Gain on short term investments 220,498 0
Consulting fees 0 254,451
Sub-lease income 0 30,892
------------ ------------
Net income (loss) before provision for income taxes $ 23,357,660 $ (538,074)
Provision for income taxes (6,280,425) 0
------------ ------------
Net income (loss) $ 17,077,235 $ (538,074)
============ ============
Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share $ 0.93 $ (0.03)
Fully diluted income (loss) per share $ 0.83 $ (0.03)
Weighted average of common shares outstanding:
Basic 18,285,166 18,268,104
Fully diluted 20,657,202 18,268,104
BALANCE SHEET DATA
As at January 31,
2010 2009
------------ ------------
Total assets $ 21,731,860 $ 2,549,394
Total liabilities $ 5,600,951 $ 3,498,970
------------ ------------
Stockholders' equity (deficit) $ 16,130,909 $ (949,576)
============ ============
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
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 $4.7 million had been paid as
of January 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.
RESULTS OF OPERATIONS
The Company did not generate any revenues from software maintenance in the
fiscal year ended January 31, 2010 ("Fiscal 2010") or the fiscal year ended
January 31, 2009 ("Fiscal 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 there were no revenues generated by the Company from
its other software products during either of these periods.
20
General and administrative expenses in Fiscal 2010 increased to $1,752,759,
as compared to $823,488, in Fiscal 2009, primarily as a result of an increase in
professional fees in connection with closing the sale of its interest in FX
Direct and in responding to a previously disclosed SEC investigation, increased
consulting expenses in connection with a review of the Company's existing
PromotionStat and Cyberfence products and services as well as in connection with
management's evaluation of potential new investments and increased compensation
expenses.
Other revenues and expenses in Fiscal 2010, included a gain on the sale of
the Company's interest in FX Direct of $23,597,942, interest income of
$1,291,979 related to its cash balances and note receivable from FX Direct and a
gain of $220,498 on short term investments. Other revenues and expenses in
fiscal 2009 included consulting fees of $254,451 and sublease income of $30,892.
The Company had a provision for income taxes of $6,280,425 in Fiscal 2010
primarily related to the gain on the sale of its interest in FX Direct and no
similar provision in Fiscal 2009.
As a result of the foregoing, the Company had net income of $17,077,235 in
Fiscal 2010 as compared to a net loss of ($538,074) in Fiscal 2009.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2010, the Company had cash and short term investments on
hand of $8,968,260 as compared with cash of $134,918 at January 31, 2009.
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 $4.7
million had been paid as of January 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 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 2011.
CASH FLOWS
For Fiscal 2010, net cash used in operating activities was $4,790,569 as
compared to net cash provided by operating activities of $23,808 in Fiscal 2009.
The substantial decrease in cash provided by operating activities in the 2010
period resulted from an increase in the loss from operations and a reduction of
accounts payable of $3,362,466 primarily in connection with the payment of
accrued compensation expenses.
21
For Fiscal 2010, net cash provided by investing activities was $7,441,964,
representing proceeds from the sale of the Company's interest in FX Direct and
collections on the related note receivable, offset by the purchase of short-term
investments, as compared to no net cash used in investing activities in Fiscal
2009.
For Fiscal 2010, net cash used in financing activities was ($38,551),
representing repayment of shareholder advances as compared to net cash provided
by financing activities of $43,823 in Fiscal 2009, representing shareholder
advances.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At January 31, 2010, the Company had no outstanding borrowings under loan
facilities.
AVGG.. $0.21
MoveIdiot.com Launches Additional Free Moving Tools
Market Wire - Mar 24 at 08:00
Company Symbols: NASDAQ-OTCBB:AVGG
People on the Move Can Now Keep Inventory, Estimate Moving Costs and Moving Supplies Needed, Receive Competitive Moving Bids, Obtain Moving Advice and Access Comprehensive Moving Guides
RED BANK, NJ -- (MARKET WIRE) -- 03/24/10 --
News Facts:
MoveIdiot.com is a free, Web-based service that takes the hassle out of moving by providing users one place on the Web to manage entire moves online.
Adding to its suite of online moving tools, which allow users to organize items being moved, track shipped boxes, use pre-made moving checklists and maintain a moving budget, users now have access to the following free moving tools that further simplify and streamline the moving process:
MoveIdiot's Inventory Database now lets users manage all of their belongings online for personal, moving, insurance and other purposes.
Estimating moving costs is easy with MoveIdiot's Moving Expense Wizard. Users simply select the size of their home, and instantly have access to a breakdown of approximate moving costs by category (i.e. gasoline, truck rental) and total estimated moving costs.
MoveIdiot's Moving Supplies Calculator takes the guesswork out of identifying moving supplies required for the move. After answering a few basic questions about their move, users are provided with a list of supplies they will need including number of boxes, accessories (e.g. marking pen, tape) and packaging.
Whether you are moving with pets, moving internationally or even moving short-term, MoveIdiot's free Moving Guides will help you prepare for every type of move. In addition to providing information that is helpful during your move, MoveIdiot's Moving Guides also give helpful hints for after the move, such as how to get to know your new neighborhood and how to protect your identity after you move.
Users who are contemplating hiring a professional mover can receive an expert recommendation by taking a short survey through MoveIdiot's Moving Advisor tool. As users complete each question, a gauge to the right provides real-time feedback, and after completing the survey, MoveIdiot's Moving Advisor tool provides a comprehensive recommendation as to whether or not they should hire a mover.
MoveIdiot's Moving Help tool simplifies the process of hiring a professional mover. Users fill out a short form about their move and instantly receive competitive bids from local moving companies.
People on the move now have access to MoveIdiot's popular pre-made Moving Checklists, which ensure that you never forget a moving to-do item, without registering for the service.
Quotes, Attributable to MoveIdiot Executives:
"MoveIdiot is all about providing users one destination online to plan and manage their entire move. As we continue to add new moving tools, our goal is to create a one-stop-shop for people on the move. By featuring always-on tools that simplify and streamline the moving process, our hope is to change the way consumers approach moving and rid moving of its current reputation as a fragmented chore," states Abel Raskas, President of Advanced Technologies Group, Ltd., owners of MoveIdiot.
"One of the biggest challenges during a move is maintaining a moving budget, which is why we developed so many tools for users to estimate costs associated with the move and ultimately control spending," continues Mr. Raskas. "Whether consumers want to estimate the total cost of their upcoming move, get an idea of the supplies they will need or even obtain insight about whether or not they should hire a professional mover, they can sign up for MoveIdiot and have access to all that information and more."
"These new tools complement the original suite of moving tools that have been available to users. For instance, users can now estimate the total cost of their move using the new Moving Expense Wizard and then apply those numbers to the original MoveIdiot Budget Tool," says Alex Stelmak, CEO of Advanced Technologies Group, Ltd.
About MoveIdiot.com:
MoveIdiot.com is a free, Web-based service that takes the hassle out of moving by providing users one place on the Web to manage entire moves online. MoveIdiot.com is a product of Advanced Technologies Group, Ltd., a publicly traded Company (OTCBB: AVGG).
Statements in this press release that relate to future results and events (including statements about the expected benefits of the MoveIdiot.com acquisition) are forward-looking statements based on Advanced Technologies Group, Ltd.'s current expectations. Actual results and events in future periods could differ materially from those projected in these forward-looking statements because of a number of risks and uncertainties, including: whether the MoveIdiot.com acquisition ultimately proves successful; the impact of general economic, business and industry conditions; our ability to implement a major marketing campaign; our ability to effectively manage product transitions; and the success of money generated from advertisement agreements.
Except for historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Important factors that could cause actual results to differ materially include, but are not limited to, technical risks associated with new technology development, government regulatory approvals as well as other risks. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filing. Copies of these filings may be obtained by contacting the Company or the SEC. The Company undertakes no obligation to update any of the forward-looking statements contained in its press release.
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Investor Relations Contact:
Andrew Barwicki
561-662-9461
Media Contact:
Margaret Chaffee
Email Contact
415-218-3815
AVGG..$0.25
The bid keeps creaping up and no real offers appear.. The information about the possibility of AVGG becoming a real company is getting around.. See The I-Box for futher info.. hank
AVGG..$0.25
The bid keeps creaping up and no real offers appear.. The information about the possibility of AVGG becoming a real company is getting around.. See The I-Box for futher info.. hank
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The first step in becoming an operating company..
AVGG.. Just go cheaper,, But
will AVGG survive.. I have according to the last 10Q figured that AVGG has at present over $0.50 per share in cash and about another $0.20 due.. The SEC says it now want's some and has frozen the assets of the company....AVGG's burn rate was at present less than $0.06 per year so interest should accont for half of it.. The charges below are for prior periods but the SEC has frozen the accounts of AVGG..
I hope the funds are still there and if so down the road we could see a reverse merger or dividend.. IMO the current management is gone and we have a clean shell.. How long it will take to workout is anyone's guess but I think 24 Mo's would be a good estimate for starters .. First thing to find out is how much cash is/could be left.. The SAGA is below.. I'm long well over 60K of AVGG after sales and purchases yesterday,, but had bought much of it below current prices during the past few years.. My DD was good but it's still almost impossible to guard against fraud if someone want's to commit it.. Not saying that fraud has occred here but it don't look good..hank
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 Advanced Technologies Group Ltd. (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 [b][color=red]seeking
preliminary and permanent injunctive relief, disgorgement and civil monetary
penalties.[/b][/color] The SEC also seeks 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.
====================================================
From the most recent 10K..
Advanced Technologies Group, Ltd.
Consolidated Balance Sheets
As of January 31, 2010 and January 31, 2009
31-Jan-10 31-Jan-09
------------ ------------
ASSETS
Current assets:
Cash & cash equivalents $ 2,747,762 $ 134,918
Short term investments 6,220,498 0
Subordinated note receivable 5,666,667 0
Prepaid income tax 471,742 0
------------ ------------
Total current assets $ 15,106,669 $ 134,918
Other assets:
Subordinated note receivable- non current portion 6,611,111 0
Investment in FX Direct Dealer 5,000 2,407,058
Trademark- net 6,660 7,418
Fixed assets- net 2,420 0
------------ ------------
Total assets $ 21,731,860 $ 2,549,394
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable & accrued expenses $ 88,081 $ 3,450,547
Income taxes payable 156,576 0
------------ ------------
Total current liabilities 244,657 3,450,547
Deferred income taxes payable 5,346,422 0
Shareholder advance payable 9,872 48,423
------------ ------------
Total liabilities 5,600,951 3,498,970
Shareholders' equity (deficit):
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, 18,268,104 shares at
January 31, 2009 and 18,486,535 at January 31, 2010 1,849 1,827
Additional paid in capital 32,715,950 32,664,364
Accumulated deficit (22,684,245) (39,713,122)
------------ ------------
Total shareholders' equity (deficit) 16,130,909 (949,576)
------------ ------------
Total Liabilities & Shareholders' Equity (Deficit) $ 21,731,860 $ 2,549,394
============ ============
See the notes to the financial statements.
F-2
Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Years Ended January 31, 2010 and January 31, 2009
31-Jan-10 31-Jan-09
------------ ------------
General and administrative expenses:
Salaries and benefits $ 569,886 $ 515,398
Consulting 136,200 30,513
General administration 1,046,673 277,577
------------ ------------
Total general & administrative expenses 1,752,759 823,488
------------ ------------
Net loss from operations (1,752,759) (823,488)
Other revenues and expenses:
Interest income 1,291,979 71
Gain on sale of FXDD interest 23,597,942 0
Gain on short term investments 220,498 0
Consulting fees 0 254,451
Sub-lease income 0 30,892
------------ ------------
Net income (loss) before provision for income taxes 23,357,660 (538,074)
Provision for income taxes (6,280,425) 0
------------ ------------
Net income (loss) $ 17,077,235 $ (538,074)
============ ============
Basic & fully diluted net income (loss) per common share:
Basic income (loss) per share $ 0.93 $ (0.03)
Fully diluted income (loss) per share $ 0.83 $ (0.03)
Weighted average of common shares outstanding:
Basic 18,285,166 18,268,104
Fully diluted 20,657,202 18,268,104
See the notes to the financial statements.
F-3
Advanced Technologies Group, Ltd.
Consolidated Statements of Cash Flows
For the Years Ended January 31, 2010 and January 31, 2009
31-Jan-10 31-Jan-09
------------ ------------
Operating Activities:
Net income (loss) $ 17,077,235 $ (538,074)
Adjustments to reconcile net income (loss) items
not requiring the use of cash:
Amortization 758 455
Depreciation 340 0
Salary expense 0 515,398
Rent expense 0 45,000
Impairment expense 60,250 0
Gain on sale of FXDD interest (23,597,942) 0
Changes in other operating assets and liabilities:
Accounts payable & accrued expenses (3,362,466) 1,029
Prepaid income tax (471,742) 0
Income taxes payable 156,576 0
Deferred income taxes payable 5,346,422 0
------------ ------------
Net cash provided by operations (4,790,569) 23,808
Investing activities:
Purchase of office equipment (2,760) 0
Purchase of MoveIdiot.com (57,000) 0
Investment in short term marketable securities (6,220,498) 0
Proceeds from note receivable 4,722,222
Proceeds from sale of FXDD investment 9,000,000 0
------------ ------------
Net cash used by investing activities 7,441,964 0
Financing Activities:
Advances received (paid) shareholders (38,551) 43,823
------------ ------------
Net cash provided (used) by financing activities (38,551) 43,823
------------ ------------
Net increase in cash during the year 2,612,844 67,631
Cash balance at February 1st 134,918 67,287
------------ ------------
Cash balance at January 31st $ 2,747,762 $ 134,918
============ ============
Supplemental disclosures of cash flow information:
Interest paid during the year $ 0 $ 0
Income taxes paid during the year $ 1,249,169 $ 0
Non-cash investing activities:
Note receivable $ 17,000,000 $ 0
Stock issued for purchase of MoveIdiot.com $ 3,250 $ 0
See the notes to the financial statements.
F-4
ADVANCED TECHNOLOGIES GROUP, LTD.
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
For the Years Ended January 31, 2010 and January 31, 2009
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 fiscal year (538,074) (538,074)
---------- ------- --------- ---------- ----------- ------------ -----------
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 MovieIdiot.com 25,000 3 3,247 3,250
Stock dividends paid preferred
holders 193,431 19 48,339 (48,358) 0
Net income for the fiscal year 17,077,235 17,077,235
---------- ------- --------- ---------- ----------- ------------ -----------
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
========== ======= ========= ========== =========== ============ ===========
See the notes to the financial statements.
F-5
Advanced Technologies Group, Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended January 31, 2010 and January 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. See Note 9.
The Company's principal business activity at January 31, 2010 was the
development of the MoveIdiot.com website, which the Company acquired in July
2009 (see note 8 below). 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.
CONSOLIDATION- The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. 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.
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 January
31, 2010.
F-6
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 (see note 9). 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 from loans of similar in risk and duration. At January 31, 2010,
the fair value of the subordinated loan receivable was $13,079,000.
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 tnd 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:
F-7
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 January 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.
RECENT ACCOUNTING PRONOUNCEMENTS-
Financial Accounting Standards Board ("FASB") Accounting Standard Codification
("ASC") 820, FAIR VALUE MEASUREMENTS AND Disclosures ("ASC 820" and formerly
referred to as FAS-157), establishes a framework for measuring fair value in
GAAP, clarifies the definition of fair value within that framework, and expands
disclosures about the use of fair value measurements. ASC 820 is effective for
fiscal years beginning after November 15, 2007. ASC 820-10-65, TRANSITION AND
OPEN EFFECTIVE DATE INFORMATION, deferred the effective date of ASC 820, for
non-financial assets and liabilities that are not on a recurring basis
recognized or disclosed at fair value in the financial statements, to fiscal
years, and interim periods, beginning after November 15, 2008. The Company has
adopted the guidance within ASC 820 for non-financial assets and liabilities
measured at fair value on a nonrecurring basis at January 1, 2009 and will
continue to apply its provisions prospectively from January 1, 2009. The
F-8
application of ASC 820 for non-financial assets and liabilities did not have a
significant impact on earnings nor the financial position of the Company.
FASB ASC 810, CONSOLIDATION ("ASC 810"), ASC 810-10-65, TRANSITION AND OPEN
EFFECTIVE DATE INFORMATION ("ASC 810-10-65" and formerly referred to as FAS-160)
establishes accounting and reporting standards for the non-controlling interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated financial statements. ASC 810-10-65 is effective for fiscal years
beginning after December 15, 2008. The application of ASC 810-10-65 did not have
a significant impact on earnings nor the financial position of the Company.
FASB ASC 855, SUBSEQUENT EVENTS ("ASC 855" and formerly referred to as FAS-165),
modified the subsequent event guidance. The three modifications to the
subsequent events guidance are: 1) To name the two types of subsequent events
either as recognized or non-recognized subsequent events, 2) To modify the
definition of subsequent events to refer to events or transactions that occur
after the balance sheet date, but before the financial statement are issued or
available to be issued and 3) To require entities to disclose the date through
which an entity has evaluated subsequent events and the basis for that date,
i.e. whether that date represents the date the financial statements were issued
or were available to be issued. The adoption of FASB ASC 855, did not have a
material affect on the Company's financial position.
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 are convertible into common stock.
The calculation for net income (loss) per share is as follows.
31-Jan-10 31-Jan-09
----------- -----------
Net income (loss) $17,077,235 $ (538,074)
=========== ===========
Basic shares outstanding (weighted average) 18,285,166 18,268,104
Preferred stock convertible into common shares 2,372,036 0
----------- -----------
Fully diluted shares outstanding (weighted average) 20,657,202 18,268,104
=========== ===========
Basic income (loss) per share $ 0.93 $ (0.03)
Fully diluted income (loss) per share $ 0.83 $ (0.03)
The effects of the convertible preferred stock in fiscal year 2009 was excluded
from the fully diluted loss per share calculation because their inclusion would
be anti-dilutive.
F-9
3. OPTIONS
All options granted are recorded at fair value using a generally accepted option
pricing model at the date of the grant. All options granted by the Company have
expired in fiscal year 2010.
Wgtd Avg
Wgtd Avg Years to
Amount Exercise Price Maturity
------ -------------- --------
Outstanding at January 31, 2008 3,835,690 $5 1.52
Issued 0
Expired 0
Exercised 0
-----------
Outstanding at January 31, 2009 3,835,690 $5 0.51
Issued 0
Expired (3,835,690)
Exercised 0
-----------
Outstanding at January 31, 2010 0
===========
4. 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.
F-10
5. INCOME TAXES
Provision for income taxes is comprised of the following:
31-Jan-10 31-Jan-09
----------- -----------
Net income (loss) before provision for
income taxes $23,357,660 $ (538,074)
=========== ===========
Current tax expense:
Federal $ 676,298 $ 0
State 257,705 0
----------- -----------
Total $ 934,003 $ 0
Add deferred tax payable (benefit):
Long term capital gain (installment payable
over 3 years) 5,346,422 0
Tax loss carryforward 0 4,466,066
Allowance for recoverability 0 (4,466,066)
----------- -----------
Provision for income taxes $ 6,280,425 $ 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 13% 13%
Timing differences 0% -47%
----------- -----------
Effective rate 47% 0%
=========== ===========
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.
6. 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 8, 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.
F-11
7. CONCENTRATION OF CREDIT RISK
The Company has substantially all of its assets in cash and the subordinated
note receivable from FXDD. In the event FXDD is adversely affect by future
economic conditions relating to its foreign currency dealing business, or in the
event FXDD should become bankrupt, the Company may only receive a pro rata share
of the amounts due it. In addition, in the event of bankruptcy, the Company's
claims against FXDD would be subordinate to the claims of the general creditors
of FXDD.
In addition, the Company has a substantial investment in short term marketable
securities on deposit with a bank which are not fully insured. In the event of
the financial insolvency of this bank, the Company may be limited to a pro rata
share of the amounts invested.
The Company has deposits at banks which may, from time to time, exceed insured
amounts.
8. 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.
9. 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.
F-12
10. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, short term investments,
shareholder advances, income tax payable, and accounts payable and accrued
expenses reported in the consolidated balance sheets are estimated by management
to approximate fair value at January 31, 2010.
11. COMPANY INVESTMENTS
The following table summarizes the valuation of the Company's investments by the
above FASB ASC 820 fair value hierarchy levels as of January 31, 2010.
Level I Level II Level III
---------- ---------- ----------
Investments:
Investment in municipal bond fund $ 0 $6,220,498 $ 0
---------- ---------- ----------
Totals $ 0 $6,220,498 $ 0
========== ========== ==========
12. SUBSEQUENT EVENTS
Management has evaluated subsequent events since January 31, 2010 and determined
the following requires disclosure:
In March 2010, the Board of directors approved the Equity Incentive Plan (EIP)
for the Company. Under the EIP, the Company has set aside 3 million shares of
common stock for issuance pursuant to awards granted under the EIP. The Board of
Directors or a Committee appointed by the Board is authorized to administer the
EIP.
The EIP will be used to recognize the superior performance of the Company's
officers, employees, consultants, and other key persons in furthering the
Company's business interests. Under the EIP, the Company issued 90,000
restricted shares of common stock to each officer and director (for an aggregate
of 270,000 shares) on March 5, 2010. The shares vest in three equal installments
on the first, second and third anniversaries of the date of grant.
From the 27-Jan-2010 10 Q/A
Net income (loss) before provision for income taxes 17,023,653 (256,717) 132,835 (137,320)
Provision for income taxes 0 0 0 0
------------ ------------ ------------ ------------
Net income (loss) $ 17,023,653 ($ 256,717) $ 132,835 $ (137,320)
============ ============ ============ ============
Basic income (loss) per share $ 0.94 $ (0.01) $ 0.00 $ (0.01)
------------ ------------ ------------ ------------
Fully diluted income (loss) per share $ 0.83 $ (0.01) $ 0.00 $ 0.01)
------------ ------------ ------------ ------------
Weighted average of common shares outstanding:
Basic 18,293,104 18,268,104 18,293,104 18,268,104
Fully diluted 20,650,250 18,268,104 20,665,140 18,268,104
=====================================================
Form 8-K for ADVANCED TECHNOLOGIES GROUP LTD
8-Mar-2010
Change in Directors or Principal Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
ADOPTION OF 2010 EQUITY INCENTIVE PLAN
On March 5, 2010, the Board of Directors (the "Board") of Advanced Technologies Group, Ltd., a Nevada corporation (the "Company", "we", "us" or "our") adopted the Company's 2010 Equity Incentive Plan (the "Plan").
SHARES RESERVED FOR ISSUANCE. The Plan includes an initial reserve of 3,000,000 shares of our common stock that will be available for issuance under the Plan, subject to adjustment to reflect stock splits and similar events. Shares that are subject to issuance upon exercise of an option but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award that is granted but is subsequently forfeited, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the Plan. The Plan provides for the grant of stock options, stock appreciation rights and restricted stock grants.
ADMINISTRATION. The Plan is administered by our Board of Directors or a Committee of directors selected by the Board (the "Committee"). The Plan authorizes the Committee to select those participants to whom awards may be granted, to determine whether and to what extent awards are granted, to determine the number of shares of common stock or other considerations to be covered by each award, to determine the terms and conditions of awards, to amend the terms of outstanding awards, and to take any other action consistent with the terms of the Plan as the Committee deems appropriate. Generally, awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or its subsidiaries and the Committee may designate, subject to the parameters of the Plan, whether an award may be designated as an incentive award (subject to the requirement of stockholder approval of the Plan). The Committee also has the authority to interpret the provisions of the Plan.
TERMS OF OPTIONS. As discussed above, the Committee determines many of the terms and conditions of awards granted under the Plan, including whether an option will be an "incentive stock option" or a non-qualified stock option (subject to the requirement that we obtain stockholder approval of the Plan within the next 12 months if we intend to issue incentive stock options). An option designated as an incentive stock option is intended to qualify as such under Section 422 of the Code. Thus, the aggregate fair market value, determined at the time of grant, of the shares with respect to which incentive options are exercisable for the first time by an individual during any calendar year may not exceed $100,000. Non-qualified options are not subject to this requirement. Each option is evidenced by an agreement in such form as the Committee approves and is subject to the following conditions (as described in further detail in the Plan):
* VESTING AND EXERCISABILITY: Options become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Committee and as set forth in the related stock option agreement. The maximum term of each option is ten years from the date of grant.
* EXERCISE PRICE: Each stock option agreement states the exercise price, which may not be less than 100% of the fair market value of one share of our common stock on the date of the grant (and not less than 110% with respect to an incentive stock option granted to a 10% or greater stockholder).
* METHOD OF EXERCISE: The exercise price is typically payable in cash or by check, but may also be payable, at the discretion of the Committee, in other forms of legal consideration.
* TERMINATION OF EMPLOYMENT: Options cease vesting on the date of termination of service or the death or disability of the participant. Options granted under the Plan generally expire three months after the termination of the participant's service to us, except in the case of death or disability, in which case the awards generally may be exercised up to 12 months following the date of death or termination of service. However, if the participant is terminated for cause, the participant's options will expire upon termination.
* CHANGE OF CONTROL: In the event of a change of control (as defined in the plan), the buyer may either assume the outstanding awards or substitute equivalent awards. Alternatively, our Board may determine to permit all unvested options to immediately vest upon the change of control. If our Board does not make such a determination, all awards will expire upon the closing of the transaction unless the stock option agreement issued to the particular participant provides otherwise.
TERMS OF RESTRICTED STOCK AWARDS. Each restricted stock award is evidenced by a restricted stock purchase agreement in such form as the Committee approves and is subject to the following conditions (as described in further detail in the Plan):
* VESTING: Shares subject to a restricted stock award may become vested over time or upon completion of performance goals set out in advance, which may include the following types of criteria: (a) net revenue and/or net revenue growth; (b) earnings before income taxes and amortization and/or earnings before income taxes and amortization growth; (c) operating income and/or operating income growth; (d) net income and/or net income growth; (e) earnings per share and/or earnings per share growth; (f) total stockholder return and/or total stockholder return growth; and (g) individual business objectives.
* TERMINATION OF EMPLOYMENT. Restricted stock awards shall cease to vest immediately if a participant is terminated for any reason, unless provided otherwise in the applicable restricted stock purchase agreement or unless otherwise determined by the Committee.
* CHANGE OF CONTROL: Restricted stock awards shall be treated in the same manner as described under "Terms of Stock Options" above.
STOCK APPRECIATION RIGHTS. Stock appreciation rights, or SARs, are awards in which the participant is deemed granted a number of shares subject to vesting. When the SARs vest, then the participant can exercise the SARs.
Exercise, however, does not mean the number of shares deemed granted are issued. Rather, the participant will receive cash (or shares, if so determined by the Committee) having a value at the time of exercise equal to (1) the number of shares deemed exercised, times (2) the amount by which our stock price on the date of exercise exceeds our stock price on the date of grant. SARs expire under the same rules that apply to options.
MODIFICATION AND TERMINATION OF THE PLAN. The Committee may from time to time, in its discretion, amend the Plan without the approval of shareholders, except (a) as such shareholder approval may be required under the listing requirements of any securities exchange or national market system on which our equity securities are listed and (b) that if the Plan has been approved by stockholders, the Committee may not without the approval of the Company's shareholders amend the Plan to increase the total number of shares reserved for the purposes of the Plan. The Plan shall continue in effect until the earlier of its termination by the Committee or the date on which all of the shares of common stock available for issuance thereunder have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing options granted under the Plan have lapsed.
ADJUSTMENTS. In the event any change is made to the common stock issuable under the Plan by reason of any stock split, stock dividend, combination of shares or recapitalization, appropriate adjustment will be made to the share reserve of the Plan and to the number of shares and the exercise price of the Common Stock subject to outstanding options.
GRANT OF STOCK OPTIONS.
On March 5, 2010, the Board granted 90,000 restricted shares of Common Stock (the "Restricted Stock") to each director (Messrs. Stelmak, Raskas and Mashov) on account of the fiscal year ended January 31, 2010. The Restricted Stock vests in three equal annual installments on the first, second and third anniversaries of the grant date.
ITEM 9.01 EXHIBITS
(d)
10.1 2010 Equity Incentive Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED TECHNOLOGIES GROUP, LTD.
By: /s/ Alex Stelmak
Name: Alex Stelmak Title: Chief Executive Officer
Date: March 8, 2010
==========================================================================
Form 10-Q/A for ADVANCED TECHNOLOGIES GROUP LTD
27-Jan-2010
Quarterly Report
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/A 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 (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 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 one place to another. The Company 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 and nine month periods ended October 31, 2009 or the three and nine month periods ended October 31, 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 during any of these periods.
General and administrative expenses in the three and nine month periods ended October 31, 2009 increased to $346,593 and $1,217,832, respectively, as compared to $137,320 and $287,678, respectively, in the three and nine month periods ended October 31, 2008, primarily as a result of an increase in professional fees in connection with closing the Sale and in responding to a previously disclosed SEC investigation and increased compensation expenses.
The increase in other income (decrease in loss) in the three and nine month periods ended October 31, 2009 resulted from an increase in interest income and gains from short term investments with respect to a portion of the proceeds of the Sale.
The Company had a gain on sale of its interest in FX Direct in the nine months ended October 31, 2009 of $17,155,703.
As a result of the foregoing, the Company had net income of $132,835 and $17,023,653, respectively, in the three and nine months ended October 31, 2009 as compared to net losses of ($137,320) and ($256,717), respectively, in the three and nine months ended October 31, 2008.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2009, the Company had cash and short term investments on hand of $7,978,320 as compared with cash of $134,918 at January 31, 2009.
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 nine months ended October 31, 2009 net cash provided by operating activities was $5,482,801 as compared to cash used in operating activities of ($119,003) for the nine months ended October 31, 2008. The substantial increase in cash provided by operating activities in the 2009 period reflected the proceeds of the Sale, which was partially offset by the reduction of an accounts payable of $3,328,562 primarily in connection with the payment of accrued compensation expenses.
For the nine months ended October 31, 2009, net cash used in investing activities was ($2,735,778), representing short-term investments, net of the gain from the Sale as compared to no net cash used in investing activities in the 2008 nine month period.
For the nine months ended October 31, 2009, net cash used in financing activities was ($38,551), representing repayment of shareholder advances as compared to net cash provided by financing activities of $91,786 in the 2008 nine month period, representing shareholder advances.
===========================================================================
Consolidated Balance Sheets
As of October 31, 2009 and January 31, 2009
Unaudited As Restated
31-Oct-09 31-Jan-09
------------ ------------
ASSETS
Current assets:
Cash & short term deposits $ 2,843,390 $ 134,918
Short term investments 5,134,930 0
Subordinated note receivable 5,666,667 0
------------ ------------
Total current assets 13,644,987 134,918
Other assets:
Subordinated note receivable- non current portion 8,027,778 0
Investment in FX Direct Dealer 5,000 2,407,058
Trademark- net 6,813 7,418
Fixed assets- net 2,567 0
------------ ------------
Total assets $ 21,687,145 $ 2,549,394
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses $ 121,985 $ 3,450,547
Income taxes payable 414,826 0
------------ ------------
Total current liabilities 536,811 3,450,547
Deferred income taxes payable 5,063,135 0
Shareholder advance payable 9,872 48,423
------------ ------------
Total liabilities 5,609,818 3,498,970
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 at January 31, 2009 and
18,293,104 at October 31, 2009 1,830 1,827
Additional paid in capital 32,667,611 32,664,364
Accumulated deficit (22,689,469) (39,713,122)
------------ ------------
Total shareholders' equity (deficit) 16,077,327 (949,576)
------------ ------------
Total Liabilities & Shareholders' Equity $ 21,687,145 $ 2,549,394
============ ============
See the notes to the financial statements.
5
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Advanced Technologies Group, Ltd.
Consolidated Statements of Operations
For the Nine Months and Quarters Ended October 31, 2009 and October 31, 2008
Unaudited Unaudited Unaudited Unaudited
9 Months 9 Months 3 Months 3 Months
31-Oct-09 31-Oct-08 31-Oct-09 31-Oct-08
------------ ------------ ------------ ------------
General and administrative expenses:
Salaries and benefits $ 431,659 $ 106,533 $ 178,277 $ 97,719
Consulting 57,000 19,990 8,000 2,626
General administration 728,384 161,155 160,170 36,975
Depreciation 339 0 146 0
------------ ------------ ------------ ------------
Total general & administrative expenses 1,217,382 287,678 346,593 137,320
------------ ------------ ------------ ------------
Net loss from operations (1,217,382) (287,678) (346,593) (137,320)
Other revenues and expenses:
Gain on sale of FX Direct Dealer (net of
tax) 17,155,703 0 0 0
Interest income 949,202 69 343,298 0
Gain on short term investments 136,130 0 136,130 0
Sub-lease income 0 30,892 0 0
------------ ------------ ------------ ------------
Net income (loss) before provision for income taxes 17,023,653 (256,717) 132,835 (137,320)
Provision for income taxes 0 0 0 0
------------ ------------ ------------ ------------
Net income (loss) $ 17,023,653 ($ 256,717) $ 132,835 $ (137,320)
============ ============ ============ ============
Basic income (loss) per share $ 0.94 $ (0.01) $ 0.00 $ (0.01)
------------ ------------ ------------ ------------
Fully diluted income (loss) per share $ 0.83 $ (0.01) $ 0.00 $ 0.01)
------------ ------------ ------------ ------------
Weighted average of common shares outstanding:
Basic 18,293,104 18,268,104 18,293,104 18,268,104
Fully diluted 20,650,250 18,268,104 20,665,140 18,268,104
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