SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

      December 29, 2005

Mr. Frank Jackson
Chief Financial Officer
American Technologies Group, Inc.
P.O. Box 90,
Monrovia, California 91016

	RE:	Form 10-KSB for the year ended July 31, 2005
		Form 10-QSB for the quarter ended October 31, 2005
		File No. 0-23268

Dear Mr. Jackson:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-KSB FOR THE YEAR ENDED JULY 31, 2005

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Item 6.  Management`s Discussion and Analysis

Liquidity and Capital Resources

Laurus Financings and Gryphon Financing, page 8

2. Please tell us how you have accounted for the Laurus Financings
and the Gryphon Financing.  Please refer to the accounting
literature
you used to determine the appropriate accounting.  Your
explanation
should also include how you arrived at the amounts that should be
recorded for the beneficial conversion feature.

3. Please tell us how much you have received of the $12 million
Laurus agreed to provide you and when these amounts were received.
Please tell us whether any of the $12 million has been put into a
separate account such as an escrow account.  If so, please tell us
whether there are any limitations on your ability to access the
funds
in these accounts.

4. You state that you are obligated to pay Laurus certain fees and
the obligations may be deemed to be in default if the registration
statement is not filed by October 21, 2005, or declared effective
by
January 7, 2006, or if the registration is suspended other than as
permitted.  You further state that you have granted Laurus a
security
interest in substantially all of your assets.  Please expand your
disclosure to state the amount of fees you will be required to pay
as
well as what the impact will be on your financial statements if
your
obligations are deemed to be in default.  Your current disclosure
indicates that upon default Laurus would obtain substantially all
of
your assets.  Please clarify and also discuss the impact the
default
would have on your other shareholders, including whether they
would
have rights to any of your assets or receive any other
consideration.

5. It appears that you have issued options with exercise prices
below
par value in connection with the Gryphon Financing.  Please tell
us
how you will treat these options for purposes of calculating basic
earnings per share in accordance with SFAS 128.

Nite Capital Financing, page 10

6.	Please tell us what consideration was given as to whether a
beneficial conversion feature exists in the Nite Capital Financing
in
accordance with EITF 98-5 and EITF 00-27.

7.	You state that the holders of the Series E Preferred Stock
are
entitled to receive dividends upon the declaration of a dividend
to
the common stock holders.  Please disclose the rights of each
series
of preferred stock and tell us what consideration was given as to
whether you needed to apply the two-class method of computing EPS.
Refer to EITF 03-6.

Existing Debt Conversions, page 10

8.	You state that Dr. Gary Fromm agreed to forgive debt owed to
him
by our company in the amount of $1,162,732 in consideration of you
issuing 143,766,329 shares of common stock and the Existing Debt
Holders transferring 210,852,217 shares of your common stock to
Dr.
Fromm.  Please tell us how you accounted for this conversion
including whether any consideration was given as to whether
compensation expense needed to be recorded for this transaction.
Please tell us the date this agreement was reached and your stock
price on this date.

Item 8A.  Controls and Procedures, page 13

9.	You disclosed an incomplete definition of disclosure controls
and procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange
Act.
Please disclose, if true, that your disclosure controls and
procedures were effective to ensure that information required to
be
disclosed by you in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

Item 12.  Certain Relationships and Related Transactions, page 16

10.	Please tell us how you accounted for the consulting agreement
with Luther Capital and Dr. Fromm.  Refer to the accounting
literature you used to determine the appropriate accounting.
Please
tell us whether any of the other designees, aside from Dr. Fromm,
are
related parties.  Tell us the business reason for Luther Capital
transferring these shares of common stock, including whether
Luther
Capital is receiving anything in return for these transfers.

Financial Statements

Statements of Operations, page 4

11.	In order not to imply a greater degree of precision exists,
please revise your loss per share information to round only to the
nearest cent.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies

Basic and Diluted Income (Loss) Per Share, page 9

12.	Please disclose, by type of potentially dilutive security,
the
number of additional shares that could potentially dilute basic
EPS
in the future that were not included in the computation of diluted
EPS, because to do so would have been antidilutive for the periods
presented.  See paragraph 40(c) of SFAS 128.

Derivative Instruments, page 11

13.	You state that you have determined that there is no fair
value
associated with your freestanding derivatives.  Please tell us how
you determined that there is no fair value.

Note 10 - Commitments and Contingencies

Indemnities and Guarantees, page 18

14.	Please disclose the nature of the indemnities and guarantees
as
well as the maximum potential amount of future payments that you
could be required to make under the guarantee.  Refer to paragraph
13
of FIN 45.

Exhibit 31.1

15.	Please confirm that the inclusion of your CEO and CFO`s title
was not intended to limit the capacity in which such individual
provided the certifications.  In future filings, please remove the
reference to the CEO and CFO`s titles in the introductory
paragraph
of the certifications to conform to the format provided in Item
601(b)(31) of Regulation S-B.

FORM 8-K FILED ON SEPTEMBER 13, 2005

Financial Statements for North Texas Steel Company, Inc.

Note 1.  Summary of Significant Accounting Policies

Nature of Business, page 7

16.	You state that you contract with and grant credit to
customers
in the Southwest.  Tell us how you record amounts related to these
credit arrangements, the length of time credit is generally
granted,
and whether any amounts are recorded in revenue related to these
credit arrangements.

Recognition of Income on Long-term Contruction Contracts, page 7

17.	Please tell us more about the nature of your revenue.
Specifically tell us whether revenue includes customer
reimbursable
amounts or amounts related to customer furnished materials.  If
these
amounts are included, please tell us how your inclusion of these
amounts complies with paragraphs 58 through 60 of SOP 81-1.

18.	Please disclose your accounting policy for unapproved change
orders, including whether you include a profit component.  Refer
to
paragraphs 65 through 67 of SOP 81-1.

Note 5.  Pension Plan, page 10

19.	Please tell us what benchmark(s) you use to determine the
discount rates used for your pension plan.  Please tell us how you
determined the benchmark rate you are using is appropriate under
SFAS
132(R).  Please tell us the benchmark rate(s) for each date your
discount rates are presented and explain the reasons for any
differences between the benchmark rate(s) and the discount rates
you
used as of each date.

Unaudited Pro Forma Condensed Financial Information

20.	Note 3 to the financial statements included in your Form 10-
QSB
for the quarter ended October 31, 2005 indicates that you later
determined that North Texas is not the accounting acquirer.
Please
revise your pro formas, as necessary, to reflect your change in
determination of the accounting acquirer.

21.	Please revise your pro forma financial statements to include
the
following items, or clarify how they are currently reflected in
the
pro forma financial statements:
* Laurus Financings;
* Gryphon Financing;
* Nite Capital Financing;
* Fromm Consulting Agreement; and
* Luther Consulting Agreement.

Pro Forma Balance Sheet

22.	Please clarify how the $11 million in cash paid in exchange
for
100% of the common stock of North Texas is reflected on your pro
forma balance sheet.

23.	Please disclose the number of shares of common and preferred
stock that are authorized, issued, and outstanding on the face of
the
pro forma balance sheet.

24.	Please show precisely how you arrived at adjustment 1 and 2
in
the notes to the pro forma financial statements.  Your disclosure
should include the computation of these amounts as well as the
terms
of the transactions being reflected.

Pro Forma Statement of Income

25.	Given that Rule 11-02(b)(5) of Regulation S-X states that
material nonrecurring charges or credits which result directly
from
the transaction and will be included in your income within the 12
months succeeding the transaction shall be disclosed separately,
please advise how you determined it was appropriate to include an
adjustment for the recording and expensing of organization costs
of
$1,450,000 in your pro forma statement of income.

26.	Please provide a reconciliation between the historical and
pro
forma weighted average shares outstanding in a note to the pro
forma
financial statements.

FORM 8-K/A FILED ON SEPTEMBER 16, 2005

Management`s Discussion and Analysis or Plan of Operation

Results of Operations, page 13

27.	Please expand your discussion to address all line items on
the
statements of income, including other income (expense) amounts and
the provision for income taxes.

FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 2005

General

28.	Please address the above comments in your interim filings as
well.

Statements of Cash Flows, page 3

29.	Please tell us how the $11 million in cash paid for the
acquisition of North Texas is reflected on your statement of cash
flow as well as how your presentation of the $11 million complies
with SFAS 95.

Note 9 - Convertible Debentures

Pending Laurus registration rights amendment, page 17

30.	Tell us how you have accounted for the registration rights
agreement, including what consideration was been given to SFAS 133
and EITF 05-04.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Nudrat Salik, Staff Accountant, at (202) 551-3692
or,
in her absence, to the undersigned at (202) 551-3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Frank Jackson
December 29, 2005
Page 1 of 8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>