UNITED STATES

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 April 30, 2010


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.)

1120 Bloomfield Avenue

West Caldwell, New Jersey 07007

(Address of principal executive offices) (zip code)

Issuer's telephone number: (973)244-9969

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 [ ] No


AMERICAN TECHNOLOGIES GROUP, INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of April 30, 2010
		and July 31, 2009	3

		Condensed Consolidated Statements of Operations for the Three and Nine
		Months Ended April 30, 2010 and 2009	4

		Condensed Consolidated Statements of Stockholders' Equity for
		the Year Ended July 31, 2009 and the Nine Months Ended	5
		April 30, 2010

		Condensed Consolidated Statements of Cash Flows for the Nine
		Months Ended April 30, 2010 and 2009	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	16

	Item 4.	Controls and Procedures	16

Part II		Other Information

	Item 1.	Legal Proceedings	17

	Item 6.	Exhibits	17

	Signatures		18

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)


	April 30, 2010	July 31, 2009
	April 30, 2010	July 31, 2009
ASSETS

Current assets:
Cash and cash equivalents	$ 1,565	$ 31,068
Current assets from discontinued operations	-	-

Total Current Assets	1,565	31,068


TOTAL ASSETS	$ 1,565	$ 31,068

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$ 508,857	$ 508,857
Accrued expenses	1,993,032	1,923,901

Total Current Liabilities	2,501,889	2,432,758

Total liabilities	2,501,889	2,432,758

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	(81,080,344)	(80,981,710)

Total Deficiency in Stockholders' Equity	(2,500,324)	(2,401,690)

TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY	$ 1,565	$ 31,068

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 QUARTERS ENDED APRIL 30, 2010 AND 2009

(UNAUDITED)


	Three Months Ended April 30,		Nine Months Ended April 30,
	2010	2009	2010	2009

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

Gross profit	-	-	-	-

Selling, general and administrative expenses	20,000	7,412	98,634	393,923

Operating income	(20,000)	(7,412)	(98,634)	(393,923)

Other income (expense):
Interest income	-	-	-	197,395
Interest expense	-	-	-	(155,385)

Total other income (expense)	-	-	-	42,010

Loss from continuing operations before income taxes	(20,000)	(7,412)	(98,634)	(351,913)

Provision for income taxes	-	-	-	-

Net loss from continuing operations	(20,000)	(7,412)	(98,634)	(351,913)

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

Net income from discontinued operations	-	-	-	3,866,446

Net income (loss)	(20,000)	(7,412)	(98,634)	3,514,533

Preferred dividend	-	-	-	3,000

Net income (loss) attributable to common shareholders	$ (20,000)	$ (7,412)	$ (98,634)	$ 3,511,533

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

Weighted average shares outstanding - basic and diluted	12,934,888	12,934,888	12,934,888	13,142,419

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, 2009 AND THE NINE MONTHS ENDED APRIL 30, 2010

(UNAUDITED)


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

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 loss											3,514,335	3,514,335


Balance, July 31, 2009	376,794	377	1,500	2	9,883,406	9,883	13,719	14	78,562,994	6,750	(80,981,710)	(2,401,690)

Preferred dividend											-	-

Net income											(98,634)	(98,634)


Balance, April 30, 2010	376,794	$377	1,500	$2	9,883,406	$9,883	13,719	$ 14	$78,562,994	$6,750	$(81,080,344)	$(2,500,324)

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 NINE MONTHS ENDED APRIL 30, 2010 AND 2009

(UNAUDITED)


	2010	2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (98,634)	$ 3,514,533
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)
Changes in accounts payable and accrued expenses	69,131	(72,654)
Amortization of discount		39,782
Net cash used in operating activities - continuing operations	(29,503)	(384,785)

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

Net cash (used in) provided by operating activities	(29,503)	(508,670)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid on sale of assets - discontinued operations	-	(1,059,986)
Purchases of property and equipment	-	(18,387)

Net cash used in investing activities	-	(1,078,373)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds on revolving line of credit	-	374,406
Payments on notes	-	(200,000)

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

Net decrease in cash	(29,503)	(1,412,637)

Cash and cash equivalents, beginning of year	31,068	1,412,914

Cash and cash equivalents, end of period	$ 1,565	$ 277

Cash paid for:
Interest	$ -	$ 224,898

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

April 30, 2010 and 2009

(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. 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. 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. Following consummation of the sale of substantially all of the assets, the Company was left without an operating business.

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

April 30, 2010 and 2009

(UNAUDITED)

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of April 30, 2010 and for the three and nine month periods ended April 30, 2010 and 2009 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, 2009 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 nine months ended April 30, 2010 are not necessarily indicative of the results to be expected for the pending full year ending July 31, 2010.

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. 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 $98,634 and $351,913 for the nine months ended April 30, 2010 and 2009, respectively. The Company's current liabilities, on a consolidated basis, exceeded its current assets by $2,500,324 as of April 30, 2010.

Income Taxes

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

April 30, 2010 and 2009

(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 loss per common share is based upon the weighted average number of common shares outstanding. The number of shares outstanding in the computation of loss per share for the three and nine month periods ended April 30, 2010 and 2009, is comprised of the following:


	Three Months Ended April 30,		Nine Months Ended April 30,
	2010	2009	2010	2009
Common shares outstanding	9,883,406	9,883,406	9,883,406	9,883,406
Option shares deemed outstanding	3,051,482	3,051,482	3,051,482	3,259,013

Total basic shares outstanding for computation	12,934,888	12,934,888	12,934,888	13,142,419

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

April 30, 2010 and 2009

(UNAUDITED)

NOTE 3 – FINANCIAL CONDITION AND GOING CONCERN

The condensed consolidated financial statements reflect the discontinued operating assets and liabilities and the discontinued operations for the periods covered in this report. The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell.

Our 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 condensed consolidated financial statements, during the nine months ended April 30, 2010, we incurred a net loss from continuing operations of $98,634. 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 Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and management’s ability to identify a business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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

April 30, 2010 and 2009

(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 April 30, 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 $3,434,033 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

April 30, 2010 and 2009

(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. 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 three-month period ended October 31, 2008 amounted to $8,737,272. The income from operations of North Texas and Whitco for the three-month period ended 2008 amounted to $322,088, 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.

AMERICAN TECHNOLOGIES GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2010 and 2009

(UNAUDITED)

NOTE 7 – WARRANTS

The following table summarizes the changes in warrants outstanding at April 30, 2010:


	Warrants Outstanding					Warrants Exercisable
Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual 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 nine months ended April 30, 2010, transactions involving the Company’s warrants are summarized as follows:


	Number of Shares	Weighted Average Price Per Share
Outstanding at July 31, 2009	3,051,482	$ 0.001
Expired	-	-
Canceled due to divestiture of discontinued operations	-	-
Outstanding at April 30, 2010	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, 2009.

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. Following consummation of the sale of substantially all of the assets, the Company was left without an operating business.

The Company is currently a “shell company” which is organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Comparison of the Quarter Ended April 30, 2010 to the Quarter Ended April 30, 2009

Selling, General and Administrative Expenses

For the three months ended April 30, 2010, selling, general and administrative expenses totaled approximately $20,000, consisting primarily of administrative expenses and other expenses. For the three months ended April 30, 2009, selling, general and administrative expenses totaled approximately $7,412, consisting primarily of administrative expenses and other expenses.

The Company's present selling, general and administrative expenses are professional and administrative fees and expenses associated with the preparation of its filings with the SEC and other regulatory requirements. In the event that the Company engages in any merger or other business combination with an operating company, it will have additional material commitments. Although the Company from time to time may engage in discussions regarding a merger or other combination with an operating company, we cannot offer any assurances that we will engage in any merger or other combination with an operating company within the next twelve months.

Comparison of the Nine Months Ended April 30, 2010 to the Nine Months Ended April 30, 2009

Selling, General and Administrative Expenses

For the nine months ended April 30, 2010, selling, general and administrative expenses from continuing operation totaled approximately $98,634, consisting primarily of administrative expenses and other expenses. For the nine months ended April 30, 2009, selling, general and administrative expenses totaled approximately $393,923, consisting primarily of administrative expenses

and other expenses. The $295,289 decrease from 2009 is due to the virtual suspension of operations.

Gain on Sale of Assets, net of taxes

During the nine months ended April 30, 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 of this gain.

Liquidity and Capital Resources

The Company currently has no operations and without new financing will not have sufficient resources to continue as a public enterprise.

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 April 30, 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 $3,434,033 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 was 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, 2009 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 condensed consolidated 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 Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.

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 Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 302


	32.1	Certification by Principal Officer and Chief 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

DATE: June 21, 2010

EXHIBIT INDEX

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

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

AMERICAN TECHNOLOGIES GROUP INC 10-Q