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

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 14, 2005

                        AMERICAN TECHNOLOGIES GROUP, INC.
                        ---------------------------------
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
-------------------------------------    ------------------------------    -----------------------------------
                Nevada                              0-23268                            95-4307525
-------------------------------------    ------------------------------    -----------------------------------
<S>                                       <C>                              <C>
    (State or other jurisdiction of        (Commission File Number)         (IRS Employer Identification No.)
            incorporation)
-------------------------------------    ------------------------------    -----------------------------------
</TABLE>

                     P.O. Box 90, Monrovia, California            91016
                     ---------------------------------            -----
                 (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code: (626) 357-5000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>

Item 4.01 Changes in Registrant's Certifying Accountant.

On October 14, 2005,  American  Technologies  Group,  Inc., a Nevada corporation
(the  "Company"),  dismissed De Joya Griffith & Company,  LLC  ("DeJoya") as its
independent  public  accountants.  Further,  on October  14,  2005,  the Company
engaged  Russell Bedford  Stefanou  Mirchandani LLP ("Auditor") as its principal
independent  accountant.  This  decision  to engage  Auditor  was taken upon the
unanimous approval of the Board of Directors of the Company.

      During the last two fiscal years ended July 31, 2004 and July 31, 2003 and
through  October 14, 2005, (i) there were no  disagreements  between the Company
and De Joya on any  matter of  accounting  principles  or  practices,  financial
statement  disclosure or auditing scope or procedure  which,  if not resolved to
the  satisfaction  of De Joya would have caused De Joya to make reference to the
matter in its reports on the Company's financial statements,  and (ii) De Joya's
report  on the  Company's  financial  statements  did not  contain  any  adverse
opinion,  disclaimer of opinion,  or modification or  qualification  of opinion.
During the last two most  recent  fiscal  years ended July 31, 2004 and July 31,
2003 and through October 14, 2005,  there were no reportable  events as the term
described in Item 304(a)(1)(iv) of Regulation S-B.

      During the two most recent  fiscal years and through  October 14, 2005 the
Company has not consulted with Auditor regarding either:

      1.    the   application   of   accounting   principles  to  any  specified
            transaction,  either  completed  or  proposed,  or the type of audit
            opinion   that  might  be  rendered  on  the   Company's   financial
            statements, and neither a written report was provided to the Company
            nor oral advice was provided that Auditor concluded was an important
            factor  considered  by the  Company in reaching a decision as to the
            accounting, auditing or financial reporting issue; or

      2.    any matter  that was either  subject of  disagreement  or event,  as
            defined in Item  304(a)(1)(iv)(A)  of Regulation S-B and the related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

      The Company has requested that De Joya furnish it with a letter  addressed
to the Securities  and Exchange  Commission  stating  whether it agrees with the
above  statements.  A copy of this letter is attached  hereto to this Form 8K as
Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

Exhibit Number                   Description
--------------    --------------------------------------------------------------
16.1                  Letter from De Joya Griffith & Company, LLC


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               AMERICAN TECHNOLOGIES GROUP, INC.


Dated: October 17, 2005        By:  /s/ Gary Fromm
                                    ----------------------------------------
                               Name:    Gary Fromm
                               Title:   Chief Executive Officer


                                       2
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 14, 2005

                        AMERICAN TECHNOLOGIES GROUP, INC.
                        ---------------------------------
               (Exact name of registrant as specified in charter)
-------------------------------------    ------------------------------    -----------------------------------
                Nevada                              0-23268                            95-4307525
-------------------------------------    ------------------------------    -----------------------------------
(State or other jurisdiction of        (Commission File Number)         (IRS Employer Identification No.)
            incorporation)
-------------------------------------    ------------------------------    -----------------------------------
P.O. Box 90, Monrovia, California            91016
                     ---------------------------------            -----
                 (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code: (626) 357-5000

                                   Copies to:
                             Gregory Sichenzia, Esq.
                            Stephen M. Fleming, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.

On October 14, 2005,  American  Technologies  Group,  Inc., a Nevada corporation
(the  "Company"),  dismissed De Joya Griffith & Company,  LLC  ("DeJoya") as its
independent  public  accountants.  Further,  on October  14,  2005,  the Company
engaged  Russell Bedford  Stefanou  Mirchandani LLP ("Auditor") as its principal
independent  accountant.  This  decision  to engage  Auditor  was taken upon the
unanimous approval of the Board of Directors of the Company.

      During the last two fiscal years ended July 31, 2004 and July 31, 2003 and
through  October 14, 2005, (i) there were no  disagreements  between the Company
and De Joya on any  matter of  accounting  principles  or  practices,  financial
statement  disclosure or auditing scope or procedure  which,  if not resolved to
the  satisfaction  of De Joya would have caused De Joya to make reference to the
matter in its reports on the Company's financial statements,  and (ii) De Joya's
report  on the  Company's  financial  statements  did not  contain  any  adverse
opinion,  disclaimer of opinion,  or modification or  qualification  of opinion.
During the last two most  recent  fiscal  years ended July 31, 2004 and July 31,
2003 and through October 14, 2005,  there were no reportable  events as the term
described in Item 304(a)(1)(iv) of Regulation S-B.

      During the two most recent  fiscal years and through  October 14, 2005 the
Company has not consulted with Auditor regarding either:

      1.    the   application   of   accounting   principles  to  any  specified
            transaction,  either  completed  or  proposed,  or the type of audit
            opinion   that  might  be  rendered  on  the   Company's   financial
            statements, and neither a written report was provided to the Company
            nor oral advice was provided that Auditor concluded was an important
            factor  considered  by the  Company in reaching a decision as to the
            accounting, auditing or financial reporting issue; or

      2.    any matter  that was either  subject of  disagreement  or event,  as
            defined in Item  304(a)(1)(iv)(A)  of Regulation S-B and the related
            instruction to Item 304 of Regulation S-B, or a reportable event, as
            that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

      The Company has requested that De Joya furnish it with a letter  addressed
to the Securities  and Exchange  Commission  stating  whether it agrees with the
above  statements.  A copy of this letter is attached  hereto to this Form 8K as
Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

Exhibit Number                   Description
--------------    --------------------------------------------------------------
16.1                  Letter from De Joya Griffith & Company, LLC
SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                               AMERICAN TECHNOLOGIES GROUP, INC.

Dated: October 17, 2005        By:  /s/ Gary Fromm
                                    ----------------------------------------
                               Name:    Gary Fromm
                               Title:   Chief Executive Officer

                                       2