FORM 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
            
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 

For the quarterly period ended March 31, 1999

ATI NETWORKS, INC.
(Exact name of registrant as specified in its charter)

COLORADO									   84-1089801
(State of other jurisdiction of					(I.R.S. Employer
incorporation or organization)					Identification Number)

460 Cedar Street									
Fond du Lac, Wisconsin								54935	
(Address of principal executive offices)			       (Zip Code)

Registrant's telephone number, including area code:
					(920) 922-7030			
					(920) 922-7011 (fax)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 
months (or for such shorter period that the registrant was required to file 
such report(s), and (2) has been subject to such filing requirements for the 
past 90 days.

	Yes [X]		No [   ]

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practical date:

Common Stock, $0 Par Value -  3,086,240 shares as of March 31, 1999.

PART I - FINANCIAL INFORMATION

ATI NETWORKS, INC.
BALANCE SHEET
AS OF MARCH 31, 1999

								                         	(UNAUDITED)
        						              	    March 31, 1999

ASSETS

Current Assets
	Cash and Cash Equivalents			      	$	30,745
	Accounts Receivable      					      	87,750
	Inventory							                 	   10,438
	Security Deposits						 	               647
	Prepaid Expenses						 	              1,970
	Total Current Assets	   				       	131,550

Property and Equipment   	   	   					83,156
Less: Accum. Depreciation	           <45,815>
Total Property and Equipment	   					 37,341

Other Assets
Capitalized R&D Costs - Net   			    232,058
Media Gems - Net   			           					32,432	
   
Total Other Asset   s					         		264,490

Total Assets              								 $	433,381	

LIABILITIES AND CAPITAL

Current Liabilities
	Accounts Payable		            					$	20,130
	Accrued Payroll and Taxes	   	      120,602
	Current Portion Deferred Revenue					52,416
	Line of Credit - Firstar Bank       250,000
	Total Current Liabilities						     443,381

	Long-Term Liabilities
	Notes Payable		               					 	 5,708
	Deferred Revenue					             		<13,104>
	Total Long-Term Revenues	            <7,396>	
	Total Liabilities   					          $435,752	

	Capital
	Common Stock	        					     	  1,165,716
	Treasury Stock						                <35,000>
	Accumulated Deficit					        	<1,108,546>
	Net Income						                   	<24,541>

	Total Capital	        					          <2,371>	

	Total Liabilities and Capital      $433,381



ATI NETWORKS, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Summary Income Statement	
For the Three Months Ending				 	March 31, 1999

Total Revenues		            				   	$	34,994

Cost of Sales             								     4,347

Gross Profit   	               							30,637

Operating Expenses
Sales and Marketing Expense					     	10,749
General and Administrative					      	35,027
Research and Development Expense					  4,801

Total Operating Expenses        						50,577

Net Operating Income (Loss)					     <19,940>

Other Income (Expenses)

Interest Expense               							<4,413>
Net Other Income (Expenses)     						<4,413>

Net Income (Loss) before Taxes       <24,353>
Income Tax Provision	       						        10

Net Income (Loss)	             						<24,363>


ATI NETWORKS, INC.
STATEMENT OF CASH FLOW
FOR THE THREE MONTHS
ENDED MARCH 31, 1999
(Unaudited)

									Current Quarter
									March 31, 1999
Cash Flow from operating activities
Net Income	                    							$	<24,542>
Adjustments to reconcile net income to net
Cash provided by operating activities
Accounts receivable changes				      			<20,917>
Stock Subscriptions Receivable						   	500,000
Inventory Changes								                   354
Other Current asset changes							         <233>
Accounts Payable Changes							             383
Other Current Liability Changes							   30,683
Total Adjustments						               		510,028

Net Cash provided by Operations					   	485,486

Cash Flows from investing activities						
Used for Equipment            									  <2,621>
Net Cash used in investing				      			  <2,621>

Cash Flows from financing activities

Proceeds From
Line of Credit - Firstar Bank							     49,762
Paid In Capital									                  1,200
Used For:
Note Payable - Advanta		          						 <1,019>
Deferred Revenue							                 <13,104>
Net Cash used in financing						       	 36,839

Net increase <decrease> in cash					  		519,704

Summary

Cash Balance at End of Period						   	  30,745
Cash Balance at Beginning of Period			   <6,629>
Net Increase <Decrease> in Cash						    24,116

ATI NETWORKS, INC.

NOTES TO FINANCIAL STATEMENTS
March 31, 1999

NOTE 1.  Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in 
accordance with Generally Accepted Accounting Principles for interim 
financial information and with the instructions to Form 10QSB and Rule 310 of 
Regulation S-B. Accordingly, they do not include all the information and 
footnotes required by Generally Accepted Accounting Principles for complete 
financial statements. In the opinion of management, all adjustments 
(consisting of normal recurring accruals)considered necessary for presentation 
have been included.
                                                                                
NOTE 2.  Long Term Debt - Short Term Financing

All loans and repayment of lines of credit payable to Firstar Bank and future 
borrowings under any such credit facilities have been collateralized by the 
accounts receivable and equipment of the Company.

NOTE 3.  Major Stockholder

Larry Bestor presently owns approximately 38% of the Common Stock of the 
Company.

ITEM 1. 	IMPORTANT FACTORS RELATED TO FORWARD-LOOKING 
         STATEMENTS AND ASSOCIATED RISKS

The statements contained in this report that are not purely historical are 
forward-looking statements within the meaning of Section 27A of the Securities 
Act of 1933, as amended (the "Securities Act") and Section 21E of the Security 
Exchange Act of 1934, as amended (the "Exchange Act"), including statements 
regarding the Company's expectations, hopes, intentions or strategies regarding 
the future.  All forward-looking statements included herein are based on 
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statements.  It is important
to note that the Company's actual results could differ materially from those 
in such forward-looking statements.  Among the factors that could cause actual 
results to differ materially are the risk factors which may be listed from 
time to time in the Company's reports on Form 10-QSB, 10-KSB and registration 
statements filed under the Securities Act.

Forward-looking statements encompass the (i) expectation that the Company can 
secure additional capital, (ii) continued expansion of the Company's operations
through joint ventures and acquisitions, (iii) success of existing and new 
marketing initiatives undertaken by the Company, and (iv) success in 
controlling the cost of services provided and general administrative expenses
as a percentage of revenues.

The forward-looking statements included herein are based on current 
expectations that involve a number of risks and uncertainties.  These 
forward-looking statements were based on assumptions that the Company would 
continue to expand, that capital will be available to fund the Company's 
growth at a reasonable cost, that competitive conditions within the industry 
would not change materially or adversely, that demand for the Company's 
services would remain strong, that there would be no material adverse change
business, and that changes in laws and regulations or court decisions will 
not adversely or significantly alter the operations of the Company.
Assumptions relating to the foregoing involve judgments with respect to, 
among other things, future economic, competitive, regulatory and market 
conditions, and future business decisions, all of which are difficult or 
impossible to predict accurately and many of which are beyond the control of 
the Company.  Although the Company believes that the assumptions underly
nts are reasonable, any of the assumptions could prove inaccurate and, 
therefore, there can be no assurance that the forward-looking information 
will prove  to be accurate. In light of the significant uncertainties 
inherent in the forward-looking information included herein, the inclusion 
of such information should not be regarded as a representation by the Company
or any other person that the objectives or plans of the Company will be 
achieved.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATIONS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Financial 
Statements thereto.

The Company experienced continued development of its core GPS software systems,
namely NavQuest and LogiTrak. In expanding LogiTrak's technical capability to 
function with Orbcomm's Low Earth Orbit satellite system, the Company has 
increased the long term future value of this industry leading software 
technology.
Management believes the current share price of the Company to be undervalued 
relative to market values of related technology companies, due to the Company 
being relatively unknown in the investor community. In order to increase 
company awareness in the investor community, the Company's CEO recently 
appeared on World Business Review, hosted by Casper Weinberger, the Chairman 
of Forbes magazine. He was selected by the producers of the program to 
discuss the company and its wireless software products.   
 
Throughout the quarter, the Company also continued expansion of its reseller 
distribution channel for its mapping software and wireless communications 
products. As well, the Company continued its development of its Internet 
websites, ArtGems.com and ArealGem.com. 
 
The Company and its products have received positive exposure in the national 
media, but has lacked sufficient capital to fully implement its marketing 
plan. The growth of the Internet as a distribution medium for software and 
information has greatly expanded the global market for the Company's core 
products, while at the same time created new opportunities for the Company 
to create and sell variations of its products. It is expected that with the 
additional exposure of the Company and its products to the online community, 
that demand will continue to increase for the Company's products. The Company
believes continuing to expand exposure to the online community is a must to 
creating brand name recognition, while partnering and distribution contracts 
are expanded. Company management expects to see significant growth in its 
future sales figures as awareness of the company's products expands. However,
to create and maintain mindshare of the Company's products in the mind of the 
public requires an increase in marketing and sales related expenses. The 
ability of the company to survive will require additional capital in 1999 to 
fund operations until profitability is reached. As the company expands the 
awareness of its Internet websites, it is expected that the increased use of 
its online auction sites will impact positively on the company's net profits 
throughout 1999.

Like many early stage technology companies, the majority of the Company's 
assets are intangible assets such as copyrights, trademarks, and Research 
and Development costs. The existing gross margin (net sales less cost of such 
sales as presented in accordance with generally accepted accounting 
principles) as a percentage of sales for the quarter was 87%, an increase of 
12% over the same period in 1998. The anticipated gross margin for software 
during the next year of operations is approximately 85%. GPS equipment and 
related hardware sales margins are anticipated at approximately 50. The trend 
of the Company's sales margins is expected to stay the same or increase, as 
the Company begins receiving revenues from future website sales, where 
margins equal or exceed current software sales margins. 

It is expected that the percentage of foreign sales will remain the same, or 
increase slightly, since this closely represents the approximate ratio of 
foreign users to total users of the Internet. The Company does not market 
directly to the government and does not expect any significant sales to come 
from this sector.
     
YEAR 2000 ISSUE: Issues involving the year 2000 are the result of computer 
programs being written using two digits rather than four to define the 
applicable year. The Company has tested its software and its internal systems 
and presently believes that the Year 2000 Issue will not pose significant 
operational problems for its computer systems. However, if vendors of the 
Company that supply GPS hardware and firmware technologies experience 
problems due to the Year 2000 Issue, it could have a material impact on the 
Company's future operations.


PART II - OTHER INFORMATION

ITEM 1.  DESCRIPTION OF BUSINESS

EXECUTIVE SUMMARY

The Company was founded as a Technology Development Company to create and 
market leading edge software and wireless applications. In December of 1995, 
the Company's first product, NavQuest for Windows, was selected by Automotive 
Engineering Magazine readers as one of the Top 50 Products of the Year. In 
1996, with its LogiTrak software, ATI became the first company in the world 
to enable wireless communications and tracking of a wireless device over the 
INTERNET.  

The company has also developed two proprietary Internet auction website 
properties, www.artgems.com and www.arealgem.com, that it seeks to increase 
public awareness of by increasing advertising and marketing budgets. Upon 
raising additional capital, it is management's plan to substantially grow 
revenues and public awareness of these properties, spin-off the Internet 
website properties as a new company, and then sell the new entity either 
publicly or privately. At the time the new company is formed, existing
retain an equity interest in the new spin-off Internet company.

BUSINESS

The company has developed proprietary software technologies for real time 
data communications over the internet, vehicle tracking, vehicle navigation, 
and an informational database internet website. The Company designs and 
develops the technologies it sells, both with its own in-house engineers and 
privately contracted developers. When outside developers are used, as well as 
with its employee engineers and scientists, all ownership, trade secrets and 
proprietary rights to the technology are assigned to ATI.

Future revenue sources include development fees, software licensing fees, 
internet advertising fees, wireless communications fees, and the sale of 
mobile data communications and tracking equipment.

The Company has recently begun sales of its software technologies and use of 
its internet websites.

INVESTMENT HIGHLIGHTS

WIRELESS COMMUNICATIONS AND MAPPING PRODUCTS
A recent FCC mandate requiring all cellular companies to accurately pinpoint 
the location of all incoming 911 calls has opened a tremendous window of 
opportunity for ATI Networks shareholders. Ever since late 1995, when ATI 
first demonstrated that it had successfully combined digital mapping with 
satellite and cellular wireless communications technology, it has emerged as 
a world recognized leader in this type of software. The US now has over 50 
million cellular phones in use, and the average lifecycle of a estimated life
cycle of 3 years. It has been anticipated by the many experts that to comply 
with the e-911 mandate by the end of the year 2001, it is likely that a 
majority of cell phones in the US will include built-in GPS receiver 
chipsets. Andrew Seybold, a well recognized expert in the field of wireless 
communications, has estimated the total number of cell phones worldwide by 
the year 2003 at over 600 million. Since ATI's existing software technology 
and world recognized name in the industry perfectly positions it to capitalize 
on this emergin market opportunity, company management is now seeking the 
capital it needs to fund its rapid future growth, and to enable it to 
aggressively increase its market share of GPS enhanced wireless 
communications products.  
 
ATI has emerged as a leading developer of GPS applications software and is 
now implementing an aggressive growth plan that will enable it to 
significantly influence and profit from the future growth of GPS enabled, 
wireless devices. 

PRODUCTS AND MARKET

ATI has developed the following products:

* NavQuest - Comprehensive mapping and routing software product on CD-Rom. 
NavQuest includes most U.S. and Canadian streets and highways, advance 
routing features, optional GPS tracking capabilities, city and address search
features, and a database of thousands of attractions and points of interest. 
The market for this product includes the owners of over 17 million new 
vehicles each year. Market research by Automotive Engineering Magazine 
suggests the vehicle navigation market will grow to over 3,000,000 units
annually by the year 2000.

* LogiTrak - Map Based Tracking and Messaging via the Internet - A Windows 95 
software application for communicating with, and viewing the locations of, 
multiple wireless devices from a remote PC via the Internet. Two-way messages 
can be quickly transmitted and received through a graphic interface utilizing 
GPS satellites, communications satellites, and the Internet. The market for 
this product includes most transportation companies and over 100 million 
existing cellular telephone users. The ever-increasing       
 ss communications generates tremendous future potential for LogiTrak.

* A Real Gem - Internet website property known on the web as arealgem.com, 
the site enables Timeshare property buyers and sellers around the world to 
connect with each other. Visitors to the site may view and search for 
available properties for sale in 70 countries. Visitors may list their 
property for sale, submit photos or video files using easy online 
instructions. The website is available for viewing and use by 70 million 
users of the internet. The Company charges a basic fee of $20 per month per 
listing.

*  Art Gems - Internet website property known on the web as artgems.com, this 
site provides viewers with access to a large inventory of art and a live 
auction environment. Digital pictures of the inventory may be viewed and 
multiple bids can be made on multiple items by anyone logged onto the site. 
The Company currently has internet marketing rights to art inventory with 
three nationally known artists. 

MARKET DEFINITION

Mapping, Routing and Navigation Software

With NavQuest, the Company is competing in the computer mapping and routing 
market. This market was composed of approximately 300,000 units last year, 
according to IDC. ATI believes the major future trend in the industry will be 
toward high quality, value oriented mapping product offerings. This market 
will continue to grow substantially over the next decade as automobile 
manufacturers and aftermarket automobile equipment manufacturers begin to 
offer these products in the US, as they already do in Japan and Germany. 

The US auto market is comprised of over 17 million new vehicles annually, and 
is a virtually untapped market for vehicle navigation systems. Market 
research by Automotive Engineering Magazine and the Big 3 automakers suggests 
the vehicle navigation market will grow to over 3,000,000 units annually by 
the year 2000. Company management expects the niche in which it competes to 
grow over the next decade, as more automotive equipment and electronics 
manufacturers seek to enter the US market with their product offerings.
The major forces affecting this change will be the falling cost of electronic 
components, more travel by technically capable baby boomers, and the growing 
use of personal computers.

Map Based Tracking and Messaging

LogiTrak - This market includes over 10,000 long haul truck companies, and 
thousands of local delivery companies that represent over 11 million pickup 
and delivery vehicles in the US alone. Internationally, anyone that wishes to 
track or communicate with mobile fleets, service technicians, or salespeople 
can use ATI's tracking and data communications services.  Sales are comprised 
of LogiTrak software  that is used by dispatchers in addition to the mobile 
communication units for vehicles. 

Wireless Telecommunications

Since the 1980's, the availability and use of wireless telecommunications 
services has grown dramatically. The major growth sectors have included 
mobile cellular telephone and specialized mobile radio which provide voice 
and data communications, paging, and satellite-based mobile data services 
which provide data communications. The growth in wireless services has been 
driven primarily by technology advances and changes in telecommunications 
regulations and consumer behavior. In addition, in less developed markets
wireless services have become an alternative to fixed wireline services
which are characterized by poor quality, limited capacity and long 
installation waiting periods. 

Wireless Communications systems increasingly are being adopted in developing 
markets in order to more quickly implement fixed communications services. In 
many international markets, including the People's Republic of China ("PRC").
India, Indonesia and Brazil, fixed telephone systems are inadequate to handle 
demand with telephone line penetration ranging from less than 1% to less than 
10% compared with over 50% in major developed markets. Wireless 
Communications systems provide an attractive alternative to copper and fiber
based fixed services with the potential to be implemented more quickly and at 
lower cost than wire line services. The installation of Wireless 
Communications systems minimizes the need to obtain right-of-ways and 
excavate existing roads and infrastructure to lay copper or fiber cables. 
There is a rapidly growing global demand for the use of wireless 
communications devices, and the software that makes these devices 
communicate.

POSITION

The NavQuest software CDROM is a consumer mapping product that is useful, 
inexpensive, and fun. Various demographic groups have a need for this 
product, and ATI plans to tailor national advertising and marketing 
accordingly. The product will continue to be revised and updated continuously 
to provide increasingly better value as well as expanded demographic market 
penetration.Although the Company originally positioned its LogiTrak mobile 
data communications and tracking software to meet the need of the 
transportation industry to keep touch with their drivers, it plans to expand 
the market to others. With this goal in mind, ATI designed and developed 
LogiTrak as an easy to use tool for anyone with a PC running Windows 95. 
Using a modular approach to product development, the ATI development team has 
made it possible to add communications drivers for cellular, CDPD, and PCS 
systems to the software's existing satellite and RF communications 
capabilities. The Company expects that by the addition of these drivers to 
the software, this it can expand the potential market for users of its 
tracking software to include everyone with a computer that uses the Windows 
95 operating system.

All website products are positioned to provide the INTERNET web user with the 
ability to use the Company's products anywhere in the world, with any of the 
three major web browsers. The Company's server architecture is scaleable to 
allow growth as usage of the Company's websites continues to grow. 

PRICING

Pricing strategy for all products is to be competitive with the market. The 
company arrives at pricing based on a combination of gross margin objectives 
and market prices of similar product offerings. This pricing is reviewed 
monthly to ensure that potential profits are not squandered, while enabling 
the Company to continue selling its products at competitive pricing that 
enable  rapid increase in market share. Duplication and distribution costs 
are less than 20% of current wholesale prices, so profit margins are
adequate to maintain this pricing strategy, while enabling ATI to reach its 
market share objectives.

DISTRIBUTION CHANNELS

The distribution channels used for NavQuest mapping and routing navigation 
software product are cataloguers,  retailers, and tourist information 
services. With the additional funding, ATI would like to extend distribution 
to include national direct response TV ads. The Company began an ad campaign 
just prior to the summer travel season, since the desire to plan for 
vacations on one's home computer increases consumer response to advertising. 
These channels make sense for delivering the product to the end user
profile and geography. Some of the competition uses the wholesaler channel, 
while no competitor uses all of the same channels as ATI. ATI's distribution 
strategy is advantageous because the partnership with CPNM into established 
distribution channels enables ATI to increase market share of its consumer 
products, without substantially sacrificing profit margins.

To sell mobile data communications services effectively, ATI believes it is 
necessary to recruit and train a technically competent, direct sales 
organization, while also continuing to license reseller/partners to sell its 
wireless communications technology. Upon completing funding, the Company 
plans to hire additional sales people to market and license its products 
globally.  

CUSTOMERS

ATI's customers number in the tens of thousands and include the following 
major companies: 

WP6-34;     AT&T 
WP6-34;     Harley Davidson
WP6-34;     Bell South Mobility
WP6-34;     Trimble Navigation Limited.
WP6-34;     Flash, Inc.
WP6-34:     Goodwill Industries


COPYRIGHTS/PATENTS

The Company owns the Copyrights and Trademarks for AutoNav, LogiTrak, and 
NavQuest, as well as its website properties. Intellectual property and 
trademark protection is an integral part of the corporate strategy to 
maximize exclusivity and legally protect ownership of the Company's 
proprietary technology properties in the marketplace.

None of the Company's business, products, or properties are subject to 
material regulation  (including environmental regulation) by federal, state, 
or local governmental agencies.

INSURANCE
 
The Company maintains director and officer ("D&O") liability insurance on a 
claims made basis for all of its current officers and directors.  Insurance 
coverage under such policies is contingent upon a policy being in effect when 
a claim is made, regardless of when the events which caused the claim 
occurred. The cost and availability of such coverage has varied widely in 
recent years. While the Company believes its insurance policies are adequate 
in amount and coverage for its current operations, there can be no
assurance that the coverage maintained by the Company is sufficient to cover 
all future claims or will continue to be available in adequate amounts or at 
a reasonable cost.

ITEM 2.  LEGAL PROCEEDINGS

No material legal proceedings to which the Company (or any of its directors 
and officers in their capacities as such) is party or to which property of 
the Company is subject is pending and no such material proceeding is known by 
management of the Company to be contemplated.

ITEM 3.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable


SIGNATURES

	In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 
1934, the registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

ATI NETWORKS, INC.
Registrant

May 12, 1999			/s/  Lawrence Bestor				

Lawrence Bestor		
Chief Executive Officer/Director