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) November 17, 2009
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 Road
Bld. 1, 4Fl. 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
The Chief Financial Officer of Advanced Technologies Group Ltd. (the "Company")
in consultation with the Board of Directors and Donohue Associates, L.L.C., its
independent registered public accounting firm, have determined that it is
necessary to amend and restate the Company's financial statements for the fiscal
year ended January 31, 2009 as well as the Company's quarterly reports for the
periods ended April 30, 2009 and July 31, 2009 with respect to the timing of the
sale of the Company's approximate 25% joint venture interest (the "Membership
Interest") in interest in FX Direct LLC ("FX Direct").
On January 26, 2009, the Company entered into a purchase and sale agreement (the
"Purchase Agreement"), by and among the Company, FX Direct as purchaser (the
"Purchaser"), MaxQ Investments, LLC ("MaxQ") which is the majority member of the
Purchaser and Tradition N.A. ("Tradition"), the remaining member of the
Purchaser, pursuant to which the Company agreed to sell (the "Sale") its
Membership Interest in FX Direct to FX Direct. On March 17, 2009, the Company
completed the Sale of the Membership Interest to FX Direct. The 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 Direct on account of its Membership Interest following
such date.
The Company originally accounted for the Sale as being effective in the fiscal
year ended January 31, 2009. However, following review of comments from the
Staff of the Securities and Exchange Commission, the Company has determined that
the closing of the Sale should be recorded in the first quarter of fiscal 2010.
In light of the conclusion to restate the Company's financial statements, the
Company's management and Board of Directors have concluded that readers should
no longer rely on the Company's previously filed financial statements and other
financial information for the fiscal year ended January 31, 2009 and the
quarterly reports for the periods ended April 30, 2009 and July 31, 2009.
Revised financial statements for these periods will be included in an amendment
to the Company's fiscal 2009 Form 10-K and amended quarterly reports on Form
10-Q for the periods ended April 30, 2009 and July 31, 2009 that the Company
will file with the SEC.
2
A highlight of the changes to specific accounts and earnings (loss) per share
calculations for fiscal year ended January 31, 2009 is as follows:
As Reported As Restated
31-Jan-09 31-Jan-09
----------- -----------
Total assets $26,147,336 $ 2,549,394
Total liabilities $ 9,941,209 $ 3,498,970
Shareholders' equity (deficit) $16,206,127 $ (949,576)
Gain on disposal of discontinued component $17,155,703 $ 0
Net income (loss) $16,617,629 $ (538,074)
Fully diluted earnings (loss) per share $ 0.80 $ (0.03)
A highlight of the changes to specific accounts and earnings (loss) for share
calculations for the fiscal quarter ended April 30, 2009 is as follows:
As Reported As Restated
30-Apr-09 30-Apr-09
------------ ------------
Total assets $ 22,150,304 $ 22,150,304
Total liabilities $ 6,209,438 $ 6,209,438
Shareholders' equity (deficit) $ 15,940,866 $ 15,940,866
Gain on disposal of discontinued component $ 0 $ 17,155,703
Net income (loss) $ (265,261) $ 16,890,442
Fully diluted earnings (loss) per share $ (0.02) $ 0.93
3
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: November 17, 2009
