SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2009

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 0-23268

AMERICAN TECHNOLOGIES GROUP, INC.

(Name of small business issuer in its charter)

Nevada		95-4307525
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

412 W Bolt St.

Ft. Worth, TX 76113

(Address of principal executive offices) (zip code)

Issuer's telephone number: (817) 927-5333

Securities registered under Section 12(b) of the Exchange Act:

Title of each class Name of exchange on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

x Yes o No

AMERICAN TECHNOLOGIES GROUP, INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of January 31, 2009
		and July 31, 2008	3

		Condensed Consolidated Statements of Operations for the Three and Six
		Months Ended January 31, 2009 and 2008	4

		Condensed Consolidated Statements of Stockholders' Equity for
		the Year Ended July 31, 2008 and the Six Months Ended	5
		January 31, 2009

		Condensed Consolidated Statements of Cash Flows for the Six
		Months Ended January 31, 2009 and 2008	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	14

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	18

	Item 4.	Controls and Procedures	18

Part II		Other Information

	Item 1.	Legal Proceedings	19

	Item 4.	Submission of Matters to a Vote of Security Holders	19

	Item 6.	Exhibits	19

	Signatures		20

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IN ADDITION TO HISTORICAL INFORMATION, THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS REPORT REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED HEREIN AND IN OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED. IN THIS REPORT, THE WORDS "ANTICIPATES", "BELIEVES", "INTENDS", "FUTURE", AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE HEREOF.

AMERICAN TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	January 31,			July 31,
	2009			2008
ASSETS

Current assets:
Cash and cash equivalents	$	1,031		$	4,541
Current assets from discontinued operations		-			11,455,960

Total Current Assets		1,031			11,460,501

Other long-term assets from discontinued operations		-			5,892,535

TOTAL ASSETS	$	1,031		$	17,353,036

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	505,147		$	508,579
Accrued expenses		1,889,964			5,552,591
Convertible notes payable, current portion		-			10,262,532
Current liabilities from discontinued operations		-			6,942,359

Total Current Liabilities		2,395,111			23,266,061

Total liabilities		2,395,111			23,266,061

Deficiency in Stockholders' Equity:
Preferred stock, series A; 10,000,000 shares authorized; 376,794 shares issued and outstanding		377			377
Preferred stock, series B; 500,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, series C; 2,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, series D; 900,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, series E; 25,000 shares authorized; 1,500 shares issued and outstanding		2			2
Preferred stock, series F; 900,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock; 50,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock; 1,000,000,000 shares authorized $.001 par value; 9,883,406 shares issued and outstanding		9,883			9,883
Common stock to be issued		14			14
Stock subscription		6,750			6,750
Additional paid-in capital		78,562,994			78,562,994
Accumulated deficit		(80,974,100	)		(84,493,045	)

Total Deficiency in Stockholders' Equity		(2,394,080	)		(5,913,025	)

TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY	$	1,031		$	17,353,036

The accompanying footnotes are an integral part of these unaudited

condensed consolidated financial statements.

AMERICAN TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2009 AND 2008

(UNAUDITED)

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2009			2008			2009			2008

Net sales	$	-		$	-		$	-		$	48
Cost of sales		-			-			-			-

Gross profit		-			-			-			48

Selling, general and administrative expenses		20,242			223,001			386,511			400,263

Operating income		(20,242	)		(223,001	)		(386,511	)		(400,215	)

Other income (expense):
Interest income		842			-			197,395			1,684
Interest expense		-			(302,374	)		(155,385	)		(627,446	)
Financing costs		-			(5,121,136	)		-			(5,708,961	)

Total other income (expense)		842			(5,423,510	)		42,010			(6,334,723	)

Loss from continuing operations before income taxes		(19,400	)		(5,646,511	)		(344,501	)		(6,734,938	)

Provision for income taxes		-			-			-			-

Net loss from continuing operations		(19,400	)		(5,646,511	)		(344,501	)		(6,734,938	)

Discontinued operations:
Income from discontinued operations		-			837,980			324,165			1,160,068
Gain on sale of assets, net of taxes		-			-			3,542,281			-

Net income from discontinued operations		-			837,980			3,866,446			1,160,068

Net income (loss)		(19,400	)		(4,808,531	)		3,521,945			(5,574,870	)

Preferred dividend		-			3,000			3,000			6,000

Net income (loss) attributable to common shareholders	$	(19,400	)	$	(4,811,531	)	$	3,518,945		$	(5,580,870	)

Net income (loss) per share, basic and diluted:
Continuing operations	$	(0.00	)	$	(0.39	)	$	(0.02	)	$	(0.47	)
Discontinued operations		-			0.06			0.02			0.08
Gain from divestiture of discontinued operations		-			-			0.26			-
Net income (loss) per share	$	(0.00	)	$	(0.33	)	$	0.26		$	(0.39	)

Weighted average shares outstanding - basic and diluted		12,934,888			14,386,166			13,246,184			14,386,166

The accompanying footnotes are an integral part of these unaudited

condensed consolidated financial statements.

AMERICAN TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY

FOR THE YEAR ENDED JULY 31, 2008 AND THE SIX MONTHS ENDED JANUARY 31, 2009

(UNAUDITED)

	Preferred Stock				Preferred Stock								Common Stock
	Series A				Series E				Common Stock				To be Issued				Additional		Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Paid in Capital		Subscriptions		Deficit			Total

Balance, July 31, 2007		376,794	$	377		1,500	$	2		9,701,166	$	9,701		13,719	$	14	$	78,562,994	$	6,750	$	(79,004,799	)	$	(424,961	)

Exercise of Stock Options										182,240		182													182

Preferred dividend																						(12,000	)		(12,000	)

Net loss																						(5,476,246	)		(5,476,246	)

Balance, July 31, 2008		376,794		377		1,500		2		9,883,406		9,883		13,719		14		78,562,994		6,750		(84,493,045	)		(5,913,025	)

Preferred dividend																						(3,000	)		(3,000	)

Net income																						3,521,945			3,521,945

Balance, January 31, 2009		376,794	$	377		1,500	$	2		9,883,406	$	9,883		13,719	$	14	$	78,562,994	$	6,750	$	(80,974,100	)	$	(2,394,080	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

AMERICAN TECHNOLOGIES GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JANUARY 31, 2009 AND 2008

(UNAUDITED)

	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3,521,945		$	(5,574,870	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Gain from divestiture of discontinued operations		(3,542,281	)		-
Net income from discontinued operations, net of tax		(324,165	)		(1,160,068	)
Changes in accounts payable and accrued expenses		(79,312	)		(15,528	)
Default fee		-			3,283,666
Amortization of discount		39,782			2,574,928
Net cash used in operating activities - continuing operations		(384,031	)		(891,872	)

Net income from discontinued operations, net of tax		3,866,446			1,160,068
Gain from divestiture of discontinued operations		(3,542,281	)		-
Net cash used by discontinued operations		(448,050	)		829,408
Net cash (used in) provided by operating activities - discontinued operations		(123,885	)		1,989,476

Net cash (used in) provided by operating activities		(507,916	)		1,097,604

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid on sale of assets - discontinued operations		(1,059,986	)		-
Proceeds from cancellation of life insurance's cash surrender		-			104,100
Purchases of property and equipment		(18,387	)		(96,006	)

Net cash (used in) provided by investing activities		(1,078,373	)		8,094

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) on revolving line of credit		374,406			(334,106	)
Payments on notes		(200,000	)		(281,250	)

Net cash provided by (used in) financing activities		174,406			(615,356	)

Net (decrease) increase in cash		(1,411,883	)		490,342

Cash and cash equivalents, beginning of period		1,412,914			710,121

Cash and cash equivalents, end of period	$	1,031		$	1,200,463

Cash paid for:
Interest	$	224,898		$	611,777

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets sold in exchange for relief of notes payable	$	10,515,813		$	-

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

American Technologies Group, Inc. (the "Company", "ATG", “we”, “us”, “our”), a Nevada corporation, was engaged in the development, commercialization and sale of products and systems using its patented and proprietary technologies.

The Company largely ceased operations during 2001 and had begun focusing efforts on restructuring and refinancing. In fiscal year ended July 31, 2005, we successfully continued these efforts to settle various pending lawsuits, reduce outstanding liabilities, acquire an equity funding facility to finance acquisition of new products, entities and technologies, and otherwise strengthen the business.

On September 7, 2005, ATG, through a newly formed wholly owned subsidiary, Omaha Holdings Corp. ("Omaha"), entered into a Share Purchase Agreement ("Agreement") with the stockholders of North Texas Steel Company, Inc. ("North Texas"), a privately-held company. Effective with the Agreement, all previously outstanding common stock owned by North Texas's shareholders was exchanged for $11,000,000. The transaction is accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No.141, “Business Combinations.” The results of operations for North Texas have been included in the audited consolidated statements of operations since the date of acquisition.

On April 25, 2006, ATG, through a newly formed wholly owned subsidiary, Whitco Poles, Inc. (“Whitco”), acquired certain assets of Whitco Company, LP. The transaction is accounted for using the purchase method of accounting in accordance with SFAS No.141, “Business Combinations.” The results of operations for the Whitco Company, LP assets have been included in the audited consolidated statements of operations since the date of acquisition.

On October 20, 2008, at a special meeting of shareholders, we received the approval of our shareholders to sell substantially all of the assets of Omaha Holdings Corp., to a subsidiary of Laurus Master Fund as described in our Definitive Proxy of September 16, 2008. The transaction as described in the Definitive Proxy was closed on October 21, 2008. As a result of the transaction, the Company is without operating assets.

The accompanying unaudited condensed consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of January 31, 2009 and 2008 and for the three and six month periods ended January 31, 2009 and 2008 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10Q. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and explanatory notes for the year ended July 31, 2008 as disclosed in the company's 10-K for that year as filed with the SEC, as it may be amended.

The results of the three and six months ended January 31, 2009 are not necessarily indicative of the results to be expected for the pending full year ending July 31, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

Our unaudited condensed consolidated financial statements and the accompanying notes, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), include American Technologies Group, Inc. and all subsidiaries. We consolidate all majority-owned and controlled subsidiaries as well as variable interest entities in which we are the primary beneficiary as defined by Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.” We did not participate in any variable interest entities for the period presented.

Liquidity

As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred net loss from continuing operations of $344,501 and $6,734,938 for the six months ended January 31, 2009 and 2008, respectively. The Company's current liabilities, on a consolidated basis, exceeded its current assets by $2,394,080 as of January 31, 2009.

Income Taxes

In accordance with SFAS No. 109, deferred income taxes are the result of the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities. Generally, deferred income taxes are classified as current or non-current in accordance with the classification of the related asset or liability. Those not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred income tax assets in circumstances where management believes the recoverability of a portion of the assets is not reasonably assured.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

Cash Flows Presentation

For purposes of the statement of cash flows, time deposits that mature in three months or less are considered cash and cash equivalents.

Use of Estimates

In the normal course of preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the collectability of accounts receivable, the realizability of inventories, the amounts due under accounts payable, the valuation allowance of deferred tax assets and the fair value of our equity instruments. Actual results could differ from those estimates.

Basic and Diluted Income (Loss) Per Share

Basic and diluted income (loss) per common share is based upon the weighted average number of common shares outstanding during the fiscal year computed under the provisions of SFAS No. 128, Earnings Per Share. The number of shares outstanding in the computation of loss per share is comprised of the following:

	Three Months Ended				Six Months Ended
	January 31,				January 31,
	2009		2008		2009		2008
Common shares outstanding		9,883,406		9,701,166		9,883,406		9,701,166
Options shares deemed outstanding		3,051,482		4,685,000		3,362,778		4,685,000

Total shares outstanding for computation		12,934,888		14,386,166		13,246,184		14,386,166

Reclassifications

Certain reclassifications have been made in prior year's financial statements to conform to classifications used in the current year.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

NOTE 3 – FINANCIAL CONDITION AND GOING CONCERN

To date, ATG has been unable to generate significant cash flows from operations. As a result, we have funded our operations through investor financing, including sales of common stock and the exercise of warrants and options. The Company has also used debt to fund its operations. Until such time as we are able to generate significant cash flows from operations, we will be required to continue our reliance on investor financing and debt to fund our operations.

Our unaudited condensed consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, during the three and six months ended January 31, 2009, we incurred a net loss from continuing operations of $19,400 and $344,501, respectively. Since its inception, the Company has incurred significant operating losses totaling in excess of $80 million. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to obtain additional financing, and ultimately to attain successful operations. Management is continuing its efforts to obtain additional funds so that we can meet our obligations and sustain operations.

NOTE 4 - CONCENTRATIONS

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash, and cash equivalents and accounts receivable.

We maintain our cash and cash equivalents in bank deposit accounts which, at times, exceed federally insured limits. The Company has not experienced any losses in these accounts. ATG believes it is not exposed to any significant credit risk on cash and cash equivalents.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

NOTE 5 - CONVERTIBLE DEBENTURES AND OTHER NOTES PAYABLE

TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION

As a result of our failure to timely pay our current obligations due to Laurus Master Fund, Ltd. ("Laurus") under our Secured Convertible Term B Note in the amount of $2,000,000, we received notification on January 31, 2008 from Laurus that certain events of default had occurred and are continuing beyond any applicable cure or grace period with respect to all of our secured obligations due to Laurus. We also received a letter from LV Administrative Services, Inc. ("LV Administrative Services"), acting in the capacity of administrative and collateral agent for Laurus, that demands the immediate payment of all past due amounts owed to Laurus by February 1, 2008. The amounts demanded totaled $13,580,810 ($10,350,000 in principal amortization, $96,777 in accrued interest, and $3,134,033 in Default Fees). We did not make such payments, and, accordingly, Laurus may take all steps it deems necessary to protect Laurus' interests, including the enforcement and exercise of any and all of its rights, remedies, liens and security interests available to it.

In connection with our financing with Laurus, we executed a pledge agreement in favor of Laurus granting them a first priority security interest in the common stock of each of our subsidiaries. We also executed a security agreement that granted Laurus a first priority security interest in all the respective goods, inventory, contractual rights and general intangibles, receivables, documents, instruments, chattel paper, intellectual property owned by us and each of our subsidiaries. The security agreement and stock pledge agreement state that if an "event of default" occurs under any agreement with Laurus, it has the right to take possession of the collateral, to operate our business using the collateral, and has the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the collateral, at public or private sale or otherwise to satisfy its obligations under these agreements. As a consequence of our default, Laurus has the right to pursue any of the remedies set forth in the pledge and security agreements. Likewise, GMF and GSSF have similar remedies available to them.

As a result of our default and ongoing losses, our Board and management has determined that it is advisable and in the best interests of the Company and its stockholders to sell all or substantially all of the assets of Omaha Holdings Corp., a wholly owned subsidiary of Company to a subsidiary of Laurus Master Fund, which assets consist primarily of the issued and outstanding stock of two wholly owned subsidiaries of Omaha Holdings Corp. (“Sale”). Thus, on April 4, 2008, the Board approved the Sale by majority vote and resolved to refer the matter to our stockholders for their approval.

On October 20, 2008, at a special meeting of shareholders, we received the approval of our shareholders to sell substantially all of the assets of Omaha Holdings Corp., to a subsidiary of Laurus Master Fund as described in our Definitive Proxy of September 16, 2008. The transaction as described in the Definitive Proxy was closed on October 21, 2008 resulting in the satisfaction of $13,580,810 plus accrued interest and fees payable to Laurus Fund and/or its affiliates and the satisfaction of the outstanding Gryphon Debt.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

NOTE 6 – DIVESTITURE

On October 21, 2008, the Company completed the sale of all the assets of Omaha Holdings Corp. including the operating assets of North Texas and Whitco to a subsidiary of Laurus Master Fund as described in the Definitive Proxy dated September 16, 2008. As a result of the transaction, the Company is without operating assets. The Omaha Holdings Corp., North Texas and Whitco businesses are accounted for as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, the Omaha Holdings Corp., North Texas and Whitco businesses are reflected as discontinued operations in the unaudited condensed consolidated financial statements and related notes for all periods presented. The net revenues of North Texas and Whitco for the six months ended January 31, 2009 and 2008 amounted to $8,629,272 and $17,412,291, respectively. The income from operations of North Texas and Whitco for the six months ended January 31, 2009 and 2008 amounted to $324,165 and $1,102,111, respectively.

The sales proceeds used to compute the gain on sale of assets are as follows:

Principal due on revolving line of credit	$	7,349,438
Principal due on term loans		2,787,500
Liability assumed for Gryphon note		300,000
Default fees		3,434,033
Total sales proceeds	$	13,870,971

The basis of net assets sold totaled $10,328,690. The resulting amount of $3,542,281 is reflected as a gain from divestiture of discontinued operations.

The major classes of discontinued assets and liabilities included in the unaudited condensed consolidated balance sheet at July 31, 2008 are shown below.

	July 31, 2008
Assets
Cash	$	1,408,373
Accounts receivable, net		4,766,652
Retainage receivable		1,862,934
Inventory		3,192,419
Cost and estimated earnings		126,224
Prepaid expenses		99,358
Current assets		11,455,960

Property, plant and equipment, net		2,502,165
Goodwill		3,390,370
Total assets of Discontinued Operations	$	17,348,495

Liabilities
Accounts payable	$	3,856,554
Accrued expenses		1,011,467
Billings in excess of cost		2,074,338
Total Liabilities of Discontinued Operations	$	6,942,359

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2009 and 2008

(UNAUDITED)

NOTE 7 – WARRANTS

The following table summarizes the changes in warrants outstanding at January 31, 2009:

Warrants Outstanding								Warrants Exercisable
Exercise Prices	Number Outstanding			Weighted Average Remaining Constractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$ 0.001		3,051,482	*		N/A	$	0.001		3,051,482	$	0.001

*Warrant issued does not have a contractual life.

For the six months ended January 31, 2009, transactions involving the Company’s warrants are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at July 31, 2008		18,382,876		$	0.342
Expired		(1,610,000	)		(0.006	)
Canceled due to divestiture of discontinued operations		(13,721,394	)		(0.457	)
Outstanding at January 31, 2009		3,051,482		$	0.001

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussions of certain matters in this Quarterly Report on Form 10-Q may contain forward-looking statements which relate to future events or our future financial performance. In this Form 10-Q, forward-looking statements are generally identified by the words “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the risks in the section entitled “Risk Factors” in the Company’s Annual Report, Form 10-K, filed for the year ended July 31, 2008.

The following discussion is intended to provide a better understanding of the significant changes in trends relating to the Company’s financial conditions and results of operations. Management’s Discussion and Analysis should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and Notes thereto.

GENERAL OVERVIEW

General

We are a Nevada corporation. We were formed on September 27, 1988. Prior to 2001 we engaged in the development, commercialization and sale of products and systems using patented and proprietary technologies including catalyst technology and water purification.

We largely ceased operations during 2001 and began focusing efforts on restructuring and refinancing. In fiscal year ended July 31, 2005, we successfully continued these efforts by settling various pending law suits and reducing outstanding liabilities. In September 2005, we entered into various financing transactions and acquired North Texas Steel Company Inc. (“North Texas”).

On October 20, 2008, at a special meeting of shareholders, we received the approval of our shareholders to sell substantially all of the assets of Omaha Holdings Corp., to a subsidiary of Laurus Master Fund as described in our Definitive Proxy of September 16, 2008. The transaction as described in the Definitive Proxy was closed on October 21, 2008 resulting in the satisfaction of $13,580,810 plus accrued interest and fees payable to Laurus Fund and/or its affiliates and the satisfaction of the outstanding Gryphon Debt. As a result of the transaction, the Company is without operating assets.

Overview

THE DISCUSSION BELOW REFLECTS THE FACT THAT THE COMPANY OWNED 100% OF OMAHA HOLDINGS INCLUDING THE OPERATING ASSETS OF, NORTH TEXAS AND WHITCO THROUGH OCTOBER 20, 2008, BUT SHOULD BE READ WITH CAUTION AS THE COMPANY NO LONGER OWNS ANY INTEREST IN THE OPERATING BUSINESSES OF NORTH TEXAS OR WHITCO.

North Texas is an AISC (American Institute of Steel Construction) Certified structural steel fabrication company based in Fort Worth, Texas. North Texas is certified by AISC to have the personnel, organization, experience, capability and commitment meeting the requirements of Conventional Steel Building Structures, Complex Steel Building Structures, Simple Steel Bridges and Major Steel Bridges categories as set forth in the AISC Certification Program. North Texas provides fabrication and detailing of structural steel components for commercial buildings, office buildings, convention centers, sports arenas, airports, schools, churches and bridges. Customers are general construction contractors who are building projects for owners, developers and government agencies.

The trade of steel fabrication is closely connected with both construction and industrial trades in the pre-fabricating of frames, plates, girders and chutes to be used later in the assembly or erection process. The work is conducted primarily indoors, in small fabricating shops or large factories. A structural steel fabricator works from drawings and sketches to perform the following functions to both ferrous and non-ferrous metals:

·	Lay out steel for cutting

·	Burn the metal

·	Saw, cut, shear and punch holes in metal using drills and other power tools

·	Shape, form and straighten metal with the use of heat and flame

·	Fit and ream metal to specifications

·	Rivet, bolt and grind metal

·	Weld, with both electric arc and oxyacetylene welding equipment

·	Prepare, prime and paint structural pieces and plates of steel.

North Texas' customers are general contractors who build large commercial buildings and other structures requiring precision-engineered components. Projects developed by North Texas include commercial buildings, office buildings, convention centers, sports arenas, airports, schools, churches and bridges.

Past North Texas projects include The American Airlines Center, DFW Airport Expansion, Dallas Convention Center Expansion, the sky boxes (suites) in the Texas Stadium, the bridges over the 1-35/1-20 Interchange in Fort Worth, Texas and the People Mover at DFW Airport. Recently completed projects include the Dallas Market Center Expansion, Advanced Micro Devices Office Complex, LCRA Redbud Center, Almetris Duren Residence Hall / University of Texas, Samsung C.U.B., Brewer High School/WSISD. Current projects include LockheedMartin STOVL, Trinity Terrace Expansion , Omni Hotel , Ft Worth, Red Oak Ranch, TCU Stadium Expansion, Alamo Community College Lakeside Campus, WSISD Stadium, JW Marriott, San Antonio, Hall D2 Office Building, BNSF Bridge, .80 Rehab, Kansas City, Holcim Cement, and Bexar & Wise County TxDOT Bridges.

North Texas sells to large general contractors. The North Texas customer list includes most of the leading contractors in northern Texas such as Austin Commercial, Inc., Thomas S. Byrne, Inc and Hensel Phe1ps. North Texas also works closely over the years with engineering firms such as Carter Burgess, Inc., HKS, Inc., Datum Engineering, L.A. Fuess Partners and Freese & Nichols.

North Texas considers its current general market area to be Texas and the four contiguous states of New Mexico, Oklahoma, Arkansas and Louisiana. North Texas' focus has generally focused on the Fort Worth area due to the positive dynamics of the Dallas-Fort Worth metropolitan area and North Texas' very close relationships with the leading contractors in the area. The Company's focus is naturally is in its own backyard. In the past year North Texas has expanded into the Austin and San Antonio areas by working closely with its contractor base.

North Texas owns 17.8 acres of land in an industrial area that is transitioning to retail and residential.

Operations/Processes

North Texas pursues potential customer projects on both a bid and negotiated basis. In either case, North Texas is invited by the general contractor for the project to present its proposal. North Texas' management believes that its reputation for fabricating complex structures and delivering projects on time is the key to being a contender for new projects in its market area.

The production capacity of North Texas depends on the complexity and mix of projects coming through the plant. Generally speaking, North Texas can produce approximately 12,000 tons of production output per year. Typically, projects of 1,000 tons or less are completed within 12 months whereas larger, more complex projects may take considerably longer. Pricing is typically "lump sum, firm" and includes transportation to the job site and erection, which is performed by an erection subcontractor.

Industry and Market

The structural steel fabrication industry is made up of many well-established, often family run, businesses that concentrate on specialized segments of the industry, i.e. commercial, industrial, bridges, etc. While some of the companies do business throughout the United States, and a few export, the most common market approach is to focus on a geographical area of about 500 miles radius of their plant facility. Production capacity and certifications play an all-important role in the size and nature of projects that are pursued by a fabricator. The health of the general economy, the level of commercial building activity and the general economic growth of the region drive demand for structural steel components. North Texas is known as the leading heavy structural steel fabricator in the Dallas-Ft. Worth Market.

Whitco Transaction

On April 25, 2006, we purchased certain assets of Whitco Company, LP, a business conducting the sale and distribution of steel and aluminum lighting poles throughout the globe, in exchange for 3,750,000 common stock purchase warrants, valued at $1,875,000. In addition, we made cash payments totaling $465,253 to Whitco Company, LP’s creditors and incurred $70,000 in other costs related to the transaction. The Whitco assets are held in a separate subsidiary called Whitco Poles, Inc. The integration of the Whitco assets has gone well, but we have not fully realized the sales we originally projected.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various others assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

Revenue Recognition

Significant portions of North Texas' revenues are derived from construction and service projects. Revenues from fixed-price, cost-plus-fee, time and material and unit-price contracts are recognized using the percentage-of-completion method of accounting which recognizes income as work on a contract progresses. Recognition of revenues and profits generally are related to costs incurred in providing the services required under the contract. Earned revenue is the amount of cost incurred on the contract in the period plus the proportional amount of gross profit earned during the same period. This method is used because management considers total cost to be the best available measure of completion of construction contracts in progress. Provisions for estimated losses on construction contracts in progress are made in their entirety in the period in which such losses are determined without reference to the percentage complete. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to revenue and costs, and are recognized in the period in which the revisions are determined. Claims for additional revenue are not recognized until the period in which such claims are allowed. Direct contract costs include all direct labor, direct materials and some estimating costs and shop and equipment costs. Whitco revenues and product costs are recognized as the products are shipped to their customers.

Allowance For Doubtful Accounts

We estimate the collectability of our trade receivables. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past due balances. In order to assess the collectability of these receivables, we perform ongoing credit evaluations of our customers' financial condition. Through these evaluations we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability or bankruptcy. The reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. Our reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but are not limited to, current economic trends, historical payment and bad debt write-off experience. We are not able to predict changes in the financial condition of our customers and if circumstances related to our customers deteriorate, our estimates of the recoverability of our receivables could be materially affected and we may be required to record additional allowances. Alternatively, if we provided more allowances than are ultimately required, we may reverse a portion of such provisions in future periods based on our actual collection experience.

Comparison of the Quarter Ended January 31, 2009 to the Quarter Ended January 31, 2008

Selling, General and Administrative Expenses

For the quarter ended January 31, 2009, selling, general and administrative expenses from continuing operations totaled approximately $20,242, consisting primarily of administrative expenses and other expenses. For the quarter ended January 31, 2008, selling, general and administrative expenses totaled approximately $223,001, consisting primarily of administrative expenses and other expenses. The $202,759 decrease from 2008 is due to the virtual suspension of operations.

Comparison of the Six Months Ended January 31, 2009 to the Six Months Ended January 31, 2008

Selling, General and Administrative Expenses

For the six months ended January 31, 2009, selling, general and administrative expenses from continuing operations totaled approximately $386,511, consisting primarily of administrative expenses and other expenses. For the six months ended January 31, 2008, selling, general and administrative expenses totaled approximately $400,263, consisting primarily of administrative expenses and other expenses. The $13,752 decrease from 2008 is due to the virtual suspension of operations.

Gain on Sale of Assets, net of taxes

During the six months ended January 31, 2009, the Company recorded a gain on sale of assets in the amount of $3,542,000 in connection with its October 21, 2008 sale of its Omaha Holdings Corp. assets to a subsidiary of Laurus Master Fund. See Note 6 of the Notes to Condensed Consolidated Financial Statements for further information on this gain.

Liquidity and Capital Resources

The Company’s current operations are insufficient to service its existing debt and pay the administrative expenses incurred in connection with being a public enterprise, including legal and accounting services.

As a result of our failure to timely pay our current obligations due to Laurus Master Fund, Ltd. ("Laurus") under our Secured Convertible Term B Note in the amount of $2,000,000, we received notification on January 31, 2008 from Laurus that certain events of default had occurred and are continuing beyond any applicable cure or grace period with respect to all of our secured obligations due to Laurus. We also received a letter from LV Administrative Services, Inc. ("LV Administrative Services"), acting in the capacity of administrative and collateral agent for Laurus, that demands the immediate payment of all past due amounts owed to Laurus by February 1, 2008. The amounts demanded totaled $13,580,810 ($10,350,000 in principal amortization, $96,777 in accrued interest, and $3,134,033 in Default Fees). We did not make such payments, and, accordingly, Laurus (as well as Gryphon Master Fund, LTD ("GMF"), and GSSF Master Fund, LP ("GSSF")) may take all steps it deems necessary to protect their interests, including the enforcement and exercise of any and all of its rights, remedies, liens and security interests available to it.

The purpose of the Sale is to eliminate in excess of $13.5 principal amount of indebtedness and accrued and unpaid interest thereon owed by us to Laurus Master Fund, as well as over $800,000 of indebtedness due to Gryphon Fund for a total value of indebtedness of approximately $14.3 million as of June 1, 2008. We have not generated adequate revenues with which to service such debt and we have no realistic independent ability to do so. Absent the Sale, we would have faced a foreclosure proceeding which would have put a further strain on our otherwise very limited available financial resources.

On October 20, 2008, at a special meeting of shareholders, we received the approval of our shareholders to sell substantially all of the assets of Omaha Holdings Corp., to a subsidiary of Laurus Master Fund as described in our Definitive Proxy of September 16, 2008. The transaction as described in the Definitive Proxy was closed on October 21, 2008 resulting in the satisfaction of $13,580,810 plus accrued interest and fees payable to Laurus Fund and/or its affiliates and the satisfaction of the outstanding Gryphon Debt. As a result of the transaction, the Company is without operating assets.

The independent auditor's report on the Company's July 31, 2008 financial statements included in our Annual Report states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company continues as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon its ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, to obtain additional financing, and ultimately, attain profitability.

Off- Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

Inflation

The effect of inflation on our revenue and operating results was not significant. Our operations are located in North America and there are no seasonal aspects that would have a material effect on our financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fair Value of Financial Instruments — The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies.

The Company has not entered into, and does not expect to enter into, financial instruments for trading or hedging purposes. The Company does not currently anticipate entering into interest rate swaps and/or similar instruments.

The Company's carrying values of cash, marketable securities, accounts receivable, accounts payable and accrued expenses are a reasonable approximation of their fair value.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures. As of the end of the Company’s most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s chief executive officer and vice president of finance, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s chief executive officer and vice president of finance concluded that the Company’s disclosure controls and procedures were ineffective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

b.)

Changes in internal controls over financial reporting: There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is currently not aware of nor has any knowledge of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)

Exhibits.

31.1	Certification by Principal Executive Officer and Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1	Certification by Principal Executive Officer and Financial Officer pursuant to 18 U.S. C. Section 1350

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN TECHNOLOGIES GROUP, INC.

	/s/ Thomas E. Durkin, III
	President
	(Principal Executive and Financial Officer)

DATE: March 23, 2009

EXHIBIT INDEX

Exhibit 31.1 - Certification by Principal Executive Officer and Financial Officer pursuant to Sarbanes-Oxley Section 302

Exhibit 32.1 - Certification by Principal Executive Officer and Financial Officer pursuant to 18 U.S. C. Section 1350

AMERICAN TECHNOLOGIES GROUP INC 10-Q