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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001


                                   ATNG, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
======================================== ===================================== ===============================
                 TEXAS                                 0-28519                           76-0510754
                 -----                                 -------                           ----------
---------------------------------------- ------------------------------------- -------------------------------
    (State or other jurisdiction of            (Commission File Number)         (IRS Employer Identification
            incorporation)                                                                  No.)
======================================== ===================================== ===============================
</TABLE>

         3435 WILSHIRE BLVD., SUITE 2040, LOS ANGELES, CALIFORNIA 90010
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (213) 401-2031
                                 --------------

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

                                      NONE

         Securities registered under Section (g) of the Exchange Act:

                         COMMON STOCK - $.0001 PAR VALUE

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding
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.

                                   YES __X___  NO ___


<PAGE>

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State the issuer's revenues for the most recent fiscal year. $284,927

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days:  As of last trade on December  31, 2001
$102,734,548 (at $3.50/share)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  29,352,728  common  shares as of
December 31, 2001

                                        2


<PAGE>

                                TABLE OF CONTENTS

                                     PART I

                                                                           PAGE
                                                                           ----
Item 1. Description of Business...............................................3

Item 2. Description of Property...............................................9

Item 3. Legal Proceedings.....................................................9

Item 4. Submission of Matters to a Vote of Security Holders...................10

                                     PART II

Item 5. Market for Common Equity and Related
         Stockholder Matters..................................................10

Item 6. Management's Discussion and Analysis of
         Financial Condition and Results of Operations........................11

Item 7. Financial Statements..................................................13

Item 8. Changes In and Disagreements with Accountants
         on Accounting and Financial Disclosure...............................13



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control
         Persons; Compliance With Section 16(a) of the
         Exchange Act.........................................................14

Item 10. Executive Compensation...............................................17

Item 11. Security Ownership of Certain Beneficial Owners
          and Management......................................................18

Item 12. Certain Relationships and Related Transactions.......................20

Item 13. Exhibits, and Reports on Form 8-K....................................24

                                        3

<PAGE>

                                     PART I

ITEM 1.           BUSINESS
--------------------------

CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

     In addition to statements of  historical  fact,  this Annual Report on Form
10-KSB contains forward-looking  statements.  The presentation of future aspects
of ATNG, Inc.  ("ATNG" or the "Company") found in these statements is subject to
a number of risks and  uncertainties  that could cause actual  results to differ
materially  from those reflected in such  statements.  Some of these risks might
include,  but are not limited to, those discussed  below.  Readers are cautioned
not to place undue reliance on these forward-looking  statements,  which reflect
management's  analysis  only  as  of  the  date  hereof.  Without  limiting  the
generality of the foregoing,  words such as "may", "will", "expect",  "believe",
"anticipate",  "intend",  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking  statements. The
Company  undertakes  no  obligation  to publicly  revise  these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB filed by the Company in 2001 and
any Current Reports on Form 8-K filed by the Company.

     The following  discussion  should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.

HISTORY

     The  Company  was  incorporated  under the laws of the State of  Florida on
March 4, 1999,  as  Investra  Enterprises,  Inc.  On March 6, 2000,  the Company
completed a Share Purchase Agreement with shareholders of Investra  Enterprises,
Inc. ("IEI") in which Pathobiotek Diagnostics,  Inc. acquired all 672,000 issued
and  outstanding  shares of IEI for $150,000 for purposes of completing a merger
of Pathobiotek Diagnostics, Inc. and IEI. Pathobiotek Diagnostics, Inc., a Texas
corporation, was the surviving entity.

     Effective  as of September 7, 2001,  shares of the  Company's  common stock
were  reverse-split,  one  new  share  for  forty  old  shares,  except  that no
shareholder was reduced to less than 10 shares.

     (A) BUSINESS DEVELOPMENT.

     On October  16,  2001,  the Company  completed  the Plan and  Agreement  of
Reorganization  by and between  Pathobiotek  Diagnostics Inc., ATNG Acquisition,
Inc., a Texas  corporation,  and ATNG,  Inc., a Nevada  corporation  under which
Pathobiotek  Diagnostics  Inc. issued  27,836,186  shares of its common stock as
consideration for its wholly owned subsidiary, ATNG Acquisition, Inc. to acquire
100% of the issued and outstanding  stock of ATNG,  Inc., a Nevada  corporation.

                                        4


<PAGE>
ATNG Acquisition,  Inc. and ATNG, Inc. merged subsequently. On October 17, 2001,
the Company changed its name to ATNG, Inc.  ("ATNG") by filing Amendments to its
Articles of Incorporation in Texas.

     The Company's  executive offices are located at 3435 Wilshire Blvd.,  Suite
2040, Los Angeles, California 90010; the telephone number is (213) 401-2031, the
facsimile  number is (213)  389-9973  and the  Company's  website  is located at
www.atngroup.com.

     (B) BUSINESS OF THE ISSUER.

     The registrants current business was organized in January 2000 to develop a
fully   integrated   data   network  to  serve   both  the  Voice  over   Packet
telecommunications  and web-based  information  needs of end-users.  The Company
plans to exploit  first-to-market  marketing advantages that exist today for the
delivery of Voice over Packet and other  bundled  digital  products and services
for  which  demand is  growing  at an  accelerating  rate.  Acquisitions  and/or
strategic  alliances  of/with resellers and ISPs are contemplated to achieve the
Company's speed-to-market and customer acquisition objectives.

THE COMPANY'S MISSION

     The Company's  strategic objective is to become the industry leader in long
distance  telecom  market by offering  residential  domestic  monthly  flat rate
unlimited  long distance  service.  ATNG's goal is to achieve 1% market share or
1,000,000  customers of the U.S.  residential  long  distance  market  within 18
months.

     ATNG's  mission  is to  operate a  carrier-class  packet  data  network  to
facilitate  the sale and delivery of  "BlueKiwi-branded"  voice and digital data
products to targeted  residential  markets,  uniquely  providing  our  customers
convenient   access  to  these   products  and   services  by  the   traditional
telecommunications way.

     Initially, ATNG plans to focus almost exclusively on its BlueKiwi unlimited
domestic  long  distance  service  strategic  initiative  in the US  residential
market. The Company will position itself to take advantage of the "re-shuffling"
of market share that will occur as the  telecommunications  industry races to go
digital.

KEY SUCCESS FACTORS

     We act as a total communications company, acting between consumers.  When a
consumer  wishes to make a long distance  telephone call, he simply picks up the
phone and dials.  We handle all the  connections and routing of the call between
where  the call is begun and where it ends.  We also  offer a  consumer-directed
process in which consumers select, from a list, only those products of immediate
interest to them. We believe that our solution creates a highly effective method
of  direct  marketing  in terms  of cost,  targeting,  efficiency  and  consumer
satisfaction.

                                        5


<PAGE>

     Accordingly,  we intend to quickly  proceed to  establish  ourselves in the
market as a long  distance  telecommunication  service  provider  to provide the
consumer  the bundled  communications  and  information  services  wanted from a
single service provider.  In addition to aggressively  advertising,  the Company
contemplates  accelerating  its time to market by aligning  with  certain  local
service  providers  that have  established  customer  bases.  ISPs and CLECs are
obvious   potential   partners,   more  so  the   unregulated   ISP.  Both  need
capital/earnings and an entree into the VoP (Voice over Packet) market.

FIRST-TO-MARKET OPPORTUNITY

     ATNG has  tactically  positioned  itself to move very  quickly  to  market,
knowing the  first-to-market  advantage in this emerging VoP (Voice over Packet)
long distance telecom industry is of incalculable value.

HIGHLY VISIBLE BRAND NAME IDENTITY - BLUEKIWI

     Due to  technological,  regulatory  and  market  changes,  local  telephone
companies, long distance carriers, cable operators,  cellular service providers,
paging operators,  and Internet access providers compete for market share within
an increasingly  integrated  telecommunications  marketplace.  Effective  market
positioning  will depend on developing  trusted national brands in the countries
served by ATNG and on enhancing  consumers'  value by offering  combinations  of
bundled  telecommunications  services. The Strategis Group finds that nearly 85%
of consumers  are  interested  in bundled  telecommunications  services from one
provider,  while  almost  50% of  consumers  will  definitely  purchase  bundled
services.  Among all consumers likely to purchase bundled services, 42% want the
bundle to include a full suite of local, long-distance,  wireless, Internet, and
enhanced data  services.  To accommodate  these demands,  carriers must not only
offer  bundled  services,   they  must  also  provide  complete   communications
solutions.

IN-HOUSE CUSTOMER CARE MANAGEMENT POLICY

     The Company understands the consumer expects and deserves personal customer
care and rapid  response  time.  For this purpose,  ATNG,  Inc.  acquired  Asian
Infolink, Inc. (AIL) Los Angeles, California, based Call center service provider
and delivers 24/7 in-house full service of customer relationship management. The
call center  utilizes the latest Lucent PBX,  interactive  voice  response (IVR)
system,  and online  collaborative chat system (eCRM) to service any call center
campaigns  and/or online  customer  support.  With this  in-house  customer care
facility,  BlueKiwi  customers'  will be  treated  with a sense  of  urgency  by
customer care specialists  trained to fined solutions to challenges in a minimum
amount of time.

MAJOR COMMITMENT TO MARKETING AND ADVERTISING

     The Company has a signed  agreement with the Premiere Radio Network,  which
will provide $12,000,000 in advertising,  as estimated by the vendor, over a two
years  period in exchange  for stock in the Company and future  telephone  time.
ATNG has signed a  contract-with  NewsUSA,  a  nation's  premiere  news  feature
placement service provider, to provide approximately $20 Million in advertising,
as estimated by the vendor, in exchange for 1,200,000 shares of common stock for
Editorial  newspaper  Ad.  The  Company  continues  to  pursue  other  potential
advertisers; using national broadcast

                                        6


<PAGE>

communications  (primarily radio, cable, outdoor billboard and satellite TV) and
certain other complementary mass communications media to establish its brand and
to generate sales.

CO-BRANDING MARKETING STRATEGY

     The Company has signed a contract with Dishnetwork,  Inc. to jointly market
the other's  products  in certain  advertising  campaigns  and  promotions.  The
Company expects to receive a number of subscribers from this joint effort.

DEVELOPMENT OF ATNG PROPRIETARY PACKET SWITCH AND NETWORK

     The  Company  has  completed  its  due  diligence  process  to  identify  a
packet-switch  manufacturer that can provide  multi-media  packet switch that we
call a "softswitch" and is "carrier-class" in its design  flexibility,  capacity
capability  and  scalability.  ATNG has entered  into final  discussions  with a
Korean company, Xener Systems that it believes has the capability to produce the
carrier class network control unit that meets the Company's detailed  conceptual
VoP  network  drawings  and  specification.   This  packet  switch  and  network
deployment  capability can provide ATNG another  differentiating  advantage over
its  competitors,  and  position  it to expand  rapidly by product  line rate of
growth without  unnecessary  duplicative  capital  outlays.  ATNG selected Xener
Systems because of its  progressive  technologies  and truly open  architectural
design.

BUSINESS DEVELOPMENT

     Initially,  ATNG will  focus  almost  exclusively  on its VoP  (Voice  over
Packet)  monthly flat rate  unlimited  long distance  telecommunication  service
strategic  initiative in the US residential  long distance  market.  The Company
will position  itself to take  advantage of the  "re-shuffling"  of market share
that will occur as the telecommunications industry races to go digital.

UNLIMITED LONG DISTANCE BUSINESS UNIT FOCUS

     Initially,  The Company will give emphasis to the development and growth of
its VoP (Voice over Packet)  monthly flat rate unlimited long distance  business
unit,  timing the introduction of other digital products and services  carefully
to avoid any service  degradation and/or loss of management control over the its
primary  business  operation.  While VoP (Voice over  Packet)  monthly flat rate
unlimited long distance  telecommunications will be extremely profitable for the
next several years, margins will contract as VoP (Voice over Packet) competition
intensifies over the longer term. ATNG will aggressively market its monthly flat
rate unlimited long distance  service to quickly capture market share before the
current market leaders are able to restructure their operations and before other
VoP (Voice over Packet)  operators are able to take meaningful  positions in the
marketplace - none have at this date.

DEVELOPMENT OF ATNG PROPRIETARY MULTI-MEDIA GATEWAY AND NETWORK

     The  Company  has  finished  the  due  diligence   process  to  identify  a
packet-switch manufacturer that can provide "Softswitch" that is "carrier-class"
in its design flexibility, capacity capability and scalability. ATNG has entered
into  discussions  with Korean companies that it believes have the capability to
produce the carrier class unit. This  "Softswitch"  packet switch capability can
provide  ATNG  another  differentiating  advantage  over  its  competitors,  and
position it to expand rapidly by product line rate of growth without unnecessary
duplicative capital outlays.

                                        7

<PAGE>

RETAIL TARGET MARKET

     Most of the  successful  ventures  to date  within  the  fast-growing  data
networks  sector of the  industry  have been  focused at the  wholesale  carrier
rather than the retail  provider level much to the  satisfaction of the Company.
While numerous  entities have a retail strategy,  most have not succeeded either
for lack of capital,  technical  know-how or  understanding of the mass consumer
markets.  The Company  believes that it has the resources  and  capabilities  to
succeed at the retail level,  providing services to general consumer  end-users.
"Speed to market",  therefore,  becomes  critical where the objective is to take
the  advantage  of  the  commercial  benefits  that  accrue  to  first-to-market
companies in any new industry.

HIGHLY VISIBLE BRAND NAME IDENTITY

     Due to  technological,  regulatory  and  market  changes,  local  telephone
companies, long distance carriers, cable operators,  cellular service providers,
paging operators,  and Internet access providers compete for market share within
an  increasingly  integrated  telecommunications/video   marketplace.  Effective
market  positioning  will depend on developing  trusted  national  brands in the
countries  served  by  ATNG  and  on  enhancing  consumers'  value  by  offering
combinations of bundled  telecommunications  services. The Strategis Group finds
that  nearly 85% of  consumers  are  interested  in  bundled  telecommunications
services  from one  provider,  while  almost 50% of  consumers  will  definitely
purchase  bundled  services.  Among all  consumers  likely to  purchase  bundled
services,  42% want the bundle to include a full suite of local,  long-distance,
wireless,  Internet,  and enhanced data services.  To accommodate these demands,
carriers must not only offer bundled  services,  they must also provide complete
communications solutions.

OPERATING AND MARKETING STRATEGY

     The Company will proceed in a "fast mover" mode to establish  itself in the
market as a long  distance  telecommunication  service  provider  to provide the
consumer  the bundled  communications  and  information  services  wanted from a
single service provider.  In addition to aggressively  advertising,  the Company
contemplates  accelerating  its time to market by aligning  with  certain  local
service providers that have established  customer bases to quickly approach with
the ATNG  offering.  ISPs and CLECs are obvious  potential  partners.  Both need
capital/earnings and an entree into the VoP (Voice over Packet) market.

BEING FIRST TO MARKET

     No  company  is  yet  -  will  create  for  the  Company  an  extraordinary
competitive  advantage and market opportunity.  In complementary  fashion,  ATNG
plans also to be first to establish a highly visible brand name, that "BlueKiwi"
that stands for great quality and service in providing  advanced  communications
and information solutions.

     Number of Total Employees and Number of Full Time Employees. As of December
31, 2001,  the Company had a total of 11  employees,  of which all are full-time
employees.

                                        8

<PAGE>

ITEM 2.           PROPERTIES
----------------------------

     The Company's  principal  office is located at 3435 Wilshire  Blvd.,  Suite
2040,  Los  Angeles,  California,  90010  and  consists  of office  property  of
approximately  4,687 square  feet,  which is owned by Jameson  Properties,  LLC.
Monthly  rental rate is $6,013.  This  location is  adequate  for the  Company's
projected  needs,  and the Company does not believe it will have  difficulty  in
obtaining  additional space, as needed.  Zurich North America maintains property
and liability insurance policies on this office.

ITEM 3.           LEGAL PROCEEDINGS
-----------------------------------

     The  Company  is  not  aware  of  any   governmental   authority   that  is
contemplating any action involving the Company.  None of the Company's officers,
directors,  or  beneficial  owners  of 5% or more of the  Company's  outstanding
securities,  is a party to proceedings  adverse to the Company nor do any of the
foregoing individuals have a material interest in any proceedings adverse to the
Company except as described below.

     The Company is  involved  in several  actions  over  unpaid  invoices  from
vendors and one action brought by a former  employee for unpaid salary and loans
to the Company.

     A description of the various actions follows:

     (a) James Crunk,  a former  employee of the Company  filed suit against the
Company and two of its  founders on July 20,  2001.  Crunk  alleges  that he was
hired as the Chief  Financial  Officer for the  Company,  under a contract  that
provided certain benefits. Crunk alleges that he was induced to come to work for
the  Company  through a series of  misrepresentations  about the Company and the
benefits that it would  provide to Crunk.  Crunk alleges that he loaned money to
the Company that was never  repaid.  He alleges  further that he was  terminated
without  cause in  violation  of his  employment  contract  and that the Company
terminated  him  because  he  threatened  to expose  certain  allegedly  illegal
conduct. Crunk has alleged four causes of action: 1) Promissory Fraud; 2) Breach
of Contract;  3) Civil  Violations  of RICO;  and 4) violations of the Tennessee
Public Protection Act. Crunk seeks actual damages of $2,000,000,  treble damages
and attorney fees.

     The Company  acknowledges  that Crunk  loaned money to the Company that has
not been repaid.  Beyond that the Company considers Crunk's claims to be without
merit and  frivolous.  The parties  have  exchanged  the  voluntary  disclosures
required  under  the  Federal  Rules of  Civil  Procedure.  No other  meaningful
discovery  has  occurred.  Crunk has filed a Motion to compel the  defendants to
respond to the Plaintiff's  pending discovery  requests and has sought a default
judgement as sanctions for defendant's failure to respond.

     The Company intends to defend the lawsuit  vigorously when it has the funds
to do so. The case is presently set for trial on October 28, 2002.

     (b) On February  27,  2002,  CNM Network,  Inc.  sued the Company  alleging
unpaid  invoices of  approximately  $500,000 for telephone  service  provided to
customers  of  the  Company.  CNM  Network,  Inc.  discontinued  service  to the
customers of the Company on January 26, 2002,  leaving the Company no choice but
to  seek  another  network  provider.  The  Company  acknowledges  approximately
$367,000 of services but is disputing  $133,000 as being charges,  which, in the
opinion of management, were above the amount contracted for.

                                        9

<PAGE>

     The  litigation is in its initial  stages.  The Company has retained  legal
counsel to answer the  allegations  before the  deadline of June 12,  2002.  The
Company will deny the  additional  charges of $133,000 and expects to prevail in
this matter.  In the opinion of the Company's  legal  counsel,  this matter will
most likely  conclude in an  unfavorable  result to the Company in the amount of
approximately  $261,366. This amount is included in accounts payable at December
31, 2001.

     (c) The Company is a party to various other lawsuits  brought  against them
for unpaid  services,  invoices  and other  costs by certain of its  vendors.  A
judgement  was entered  into  against the Company in one matter in the amount of
$37,951,  which  amount is included in accounts  payable at December  31,  2001.
There exists a reasonable  possibility  that the Company will not prevail in all
these cases.

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

     The following  matters were  submitted to the  shareholders  of the Company
during the fiscal year ended December 31, 2001.

1)   To authorize the reverse split (pro-rata  reduction of outstanding  shares)
     of the issued and outstanding common shares of the Company, at the ratio of
     one new share of common stock for 40 each shares of common stock now issued
     and  outstanding  (to be effective on the day following the meeting) and to
     amend the  Articles of  Incorporation  as  necessary to reflect the reverse
     split.  No  shareholder  will be reduced  below ten shares of common stock.
     There will not be a reduction in authorized shares.

2)   To authorize the Directors to amend the Articles of Incorporation to change
     the name of the Company to a name to be determined in the discretion of the
     Board of Directors.

3)   To  authorize  the  Directors  to amend the  Articles of  Incorporation  to
     authorize the increase of the authorized common stock to 100,000,000 common
     shares @ $.0001 per share.

4)   To  authorize  the  transfer  of  the  technology  assets,   patents,   and
     liabilities to wholly owned  subsidiary,  Pathobiotek Inc. and to authorize
     the spin out of the shares of Pathobiotek Inc., as a dividend,  pro-rata to
     the  shareholders  of the company on the basis of one share of  Pathobiotek
     Inc.  for each five shares of the  company  owned as of the record date for
     this meeting.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------

     The Company's common stock is traded in the  over-the-counter  market under
the symbol ATNG (OTC Bulletin Board Symbol). The table below sets forth the high
and  low bid  information  for  the  Company's  common  stock  for  the  periods
indicated.  Such prices are inter-dealer prices,  without mark-up,  mark-down or
commission and may not represent actual transactions.

                                                HIGH                    LOW
                                                -----                   ----
Fiscal Year Ended December 31, 2000
         4th Quarter                           $ .20                      $.07
         3rd Quarter                           $ .37                      $.12
         2nd Quarter                           $ .54                      $.18
         1st Quarter                           $1.75                      $.18

                                       10


<PAGE>

Fiscal Year Ended December 31, 2001
         4th Quarter                           $4.20                     $1.50
         3rd Quarter                           $3.60                     $2.01
         2nd Quarter                           $4.00                     $2.40
         1st Quarter                           $6.25                     $3.75

     As of December 31, 2001, there were  approximately 642 holders of record of
the Company's common stock.

     The Company has neither  declared nor paid any cash dividends on its common
stock during the last two fiscal years,  and it is not anticipated that any such
dividend will be declared or paid in the foreseeable future.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------
OPERATIONS

     The Company  commenced  operations in the third quarter of 2001 through the
launch of a nationwide advertising campaign on the Premiere Radio Network. Sales
during the year ended December 31, 2001 were $284,927  contrasted  with no sales
for the year ended December 31, 2000. Operating loss for the year ended December
31,  2001  was  $10,149,211  compared  to a loss  from  start up  operations  of
$1,536,305  for the period from  inception  (January  20,  2000) to December 31,
2000.

     Operating expenses for the periods are compared below:

                                              2000                       2001
                                          --------------             -----------
Interest                                      $4,446                   $136,891
Depreciation                                  $9,689                    $29,057
Advertising                                                          $3,387,900
Costs of services                                                      $862,186
General and administrative                $1,522,170                 $6,018,104
                                          --------------             -----------
TOTAL                                     $1,536,305                $10,434,138
                                          ==============             ===========

     Advertising  expense  resulting from the barter  transaction  with Premiere
Radio Network  (Premiere)  whereby the Company exchanged 500,000 shares of stock
valued  at $6,00  per  share  for an  equivalent  amount  of radio  advertising.
Additionally the Company agreed to provide an additional $3,000,000 in telephone
service in exchange for advertising  value equal to $3,000,000.  During the year
ended December 31, 2001 the Company utilized the $3,000,000  exchanged for stock
and expects to utilize the remaining  $3,000,000 during the year ending December
31,2002.

     The costs of service represent amounts paid to the network provider and the
call center.  Both of these entities were engaged as outsource  providers and as
such incurred  substantial  programming  and start up charges.  During the first
quarter of 2002 has  acquired  its' own call center and made other  arrangements
for a network provider which will substantially reduce the costs of service.

     The Company paid approximately $250,000 of costs associated with the merger
between Pathobiotek Diagnostics,  Inc. and ATNG, Inc. and an additional $101,620
in connection with the other merger and reorganization efforts.

                                       11
<PAGE>

     The  Company  decided  that in view of the  substantial  time  and  expense
involved  in valuing the  Intellectual  Property  acquired  in the period  ended
December 31, 2000 that the amount  capitalized  as December 31, 2001 of $107,715
would be written of to operations.

     General and Administrative  expenses increased  significantly primarily due
the issuance of approximately $3,800,000 of common stock for services, including
$3,000,000 issued to one employee pursuant to his employment agreement.

     The Company  experienced  operational  problems with their network provider
and call center in January  2002,  which  interrupted  service to customers  for
approximately   two  months  while  alternate   arrangements  were  made.  These
interruptions  caused  customers to cancel the service and also  interrupted the
advertising campaigns. The Company believes these problems have been overcome by
the end of the first  quarter and that the  promotion  of service and sales will
start to increase during the second quarter of 2002.

     During the first quarter of 2002 the Company acquired Asian Infolink,  Inc.
and Segment Data Management,  Inc. for an aggregate of 1,800,000  shares.  These
two  companies  will  provide call center  operations  and data  management  and
information  technology  which  will  allow  the  Company  to  control  its' own
operations and not use outsourcing.

LIQUIDITY AND CAPITAL RESOURCES

     The Company  continued its efforts to raise additional  capital through the
sale    of    stock    through     Private     Placement    and    Loans    from
Officers/Directors/Founders  and others. During the twelve months ended December
31, 2001  additional  funding was  obtained in the form of $487,500 in Loans and
$634,157,  net of  offering  costs,  from the sale of stock at  amounts  varying
between $6.00 to $1.00 per share.  The Company believes it can continue to raise
the necessary capital to fund the operations of the Company.

     In addition, certain suppliers, vendors and consultants to the Company have
agreed to take stock in the Company in exchange  for their debt at December  31,
2001. This arrangement will  significantly  reduce accounts payable and increase
the equity of the Company.

     The Company has no plans at the  present to hire any  additional  employees
nor devote any significant amount to Research and Development until such time as
the  growth of the  business  has  generated  sufficient  cash flows to meet the
operating needs of the Company.

     The Company has no plans for material  commitments for capital expenditures
as of December 31, 2001.

                                       12
<PAGE>

Item 7.           FINANCIAL STATEMENTS
---------------------------------------

The following financial statements are included herein in response to Item 7:

                                                                      PAGE
                                                                      -----
         Table of Contents                                            F-1

         Report of Independent Public Accountants                     F-2

         FINANCIAL STATEMENTS
         Balance Sheet                                                F-3
         Statement of Operations                                      F-4
         Statement of Stockholders Deficiency                         F-5
         Statement of Cash Flows                                      F-6-F-7
         Notes to Financial Statements                                F-8-F-20

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE
------------------------------------------------------------------

     In  connection  with the audits of the two most recent  fiscal  years ended
December  31,  2001,  there  have  been no  disagreements  with the  independent
accountants  with respect to any matter of  accounting  principles or practices,
financial statement disclosure, or auditing scope or procedure.

     Wrinkle,  Gardner & Co.,  P.C.,  formerly  auditors for the  Company,  were
terminated as auditor on February 15, 2002. Wheeler Wasoff, P.C. were engaged in
as auditors for Company.

     The Change of Accountants was approved by the Board of Directors.  No audit
committee exists other than the members of the Board of Directors.

     The audit report by Wheeler Wasoff,  P.C. for the year ended December,  31,
2000 and 2001,  contained  an  opinion  which  included a  paragraph  discussing
uncertainties  related to  continuation  of the  Registrant as a going  concern.
Otherwise, the audit report by Wheeler, Wasoff, P.C. for the year ended December
31, 2000 and 2001 did not contain an adverse  opinion or  disclaimer of opinion,
nor was  qualified or modified as to  uncertainty,  audit scope,  or  accounting
principles.

                                       13


<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
-----------------------------------------------------------------------------

     (a) The  following  table  furnishes  the  information  concerning  Company
directors  and  officers as of the date of this  report.  The  directors  of the
Registrant  are elected every year and serve until their  successors are elected
and qualify.

NAME                                AGE    COMPANY POSITION
------------------------------------------------------------------------------
E. Robert Gates(1)                  59     Vice Chairman and Director
Tag Chong Kim(1)                    41     Chairman, CEO and Director
George Betts                        65     President and Chief Financial Officer
Woo Jong Kim(1)                     39     Director
Luther Lindner(2)                   58     Director
Robert Simpson(2)                   58     Director

(1)Newly appointed Director
(2)Resigned November 12, 2001.

     (b) Identification of Significant Employees. None.

     (c) Family Relationships.

     Tag Chong Kim and Woo Jong Kim are brothers.

     (d) Business Experience.

     The following is a brief account of the business experience during the past
five years of each of the Company  directors and executive  officers,  including
principal  occupations  and  employment  during  that  period  and the  name and
principal  business  of any  corporation  or other  organization  in which  such
occupation and employment were carried on.

     E. ROBERT  GATES,  PH.D.  In September  of 2001,  E. Robert Gates was named
President and COO. He resigned to become  Vice-Chairman  on March 9, 2002. Prior
to joining the ATNG,  Inc.,  Dr. Gates was a consultant  to GTN,  Inc. a private
company  engaged in IP  telecommunications.  October  1994 to May 1999 Dr. Gates
served  as  Chairman   and  CEO  of   TrendMark,   Inc.,   a  direct   marketing
telecommunications  company offering products  directly to consumers,  including
one plus long  distance,  prepaid  calling  cards and flat rate  unlimited  long
distance.  Dr. Gates has served as  President  and CDO of ATS  Research,  Inc. a
high-tech  Phyto-Chemical  company engaged in the manufacturing and distribution
of environmentally sound chemicals. Products patented by Dr. Gates are currently
being used by golf courses in the United States and Canada. Dr. Gates holds a BS
in Business Administration, and an MBA and Ph.D. in Management.

                                       14

<PAGE>

     TAG CHONG (TEDDY) KIM,  PH.D. was appointed  Chairman,  CEO and Director on
October 1, 2001. Mr. Kim has been CEO of the ATNG, Inc since January 2001. Since
July 1998,  Dr. Kim has been the founder and  president  of GTN Inc.,  a private
company engaged in IP telecommunications  services.  Dr. Kim served as President
and CEO of DOOCO  Company,  LTD (Korea) from June 1994 through  November 1997, a
company that  manufactures  telecommunications  networking  products and trading
general  consumer  packaged  products.  Dr. Kim has also served as chief  branch
officer and project  engineer of the Korean branch of the global gas company the
French Gas Company (Gaz de France).  Dr. Kim holds a Master and Ph.D.  degree in
Chemical  engineering of Organic  Phosphorus  from  University of Paul Sabatier,
Toulouse, France.

     GEORGE BETTS,  President and Chief  Financial  Officer of ATNG, Inc. (since
March 9,  2002),  joined  the  company  in June 2001.  Mr.  Betts was  appointed
President  and Chief  Financial  Officer on March 9, 2002.  Since 1997 Mr. Betts
served as Executive Vice President of British Trade & Commerce Bank, an offshore
bank in the  Caribbean.  He set up and  implemented  all  internal  systems  and
procedures for a new bank. Prior to his duties at British Trade & Commerce Bank,
Mr.  Betts  several  years Owned and  operated  three small  businesses  in wood
products  manufacturing in Boise, Id, Payette, Id and LaGrand,  Or. From 1984 to
1990,  Mr. Betts was Executive  Vice  President and Chief  Operating  Officer of
Herbalife  International.  He was  responsible  for all financial and operations
functions  of  the  Company  and  expanded   business  into  15  new  countries,
implemented  complete  on  line  computer  system  and  managed  all  day to day
operations. Between 1963 and 1984, Mr. Betts was a Partner of Deloitte & Touche,
lived and worked in Seattle,  WA., Columbus,  OH, New York, NY, Seoul, Korea and
Hong  Kong.  He was  Partner  in Charge of Hong  Kong  office  for ten years and
traveled  extensively  in Far East as Partner in Charge of quality of service to
U.S.  clients in Far East.  Mr. Betts is a member of the  American  Institute of
Certified Public Accountants.

     WOO JONG KIM has been Director of ATNG,  Inc.  since  January  2000.  Since
February 2001 Mr. Kim has been Co-CEO of Xener systems, a Korean next generation
Voice over Packet switch manufacturer and since September 1999, Mr. Kim has been
the president and CEO of ATN Korea Co., Ltd, a Korean subsidiary of ATNG, Inc in
Seoul,  Korea.  From  1998 to 1999,  Mr.  Kim was  vice  president  of  Dresdner
Kleinwort  Benson,  Korea  branch,  a leading  German  investment-banking  firm.
Between 1996 and 1998,  Mr. Kim was a senior  analyst and fund manager of Oriens
Capital, a corporate financing company and from 1994 to 1996, Mr. Kim was senior
analyst of ING Baring Securities,  Seoul Branch, a global leading security firm.
From 1988 to 1994,  Mr. Kim was a senior  accountant at KPMG Peat  Marwick,  Los
Angeles Office.  Mr. Kim is a member the American  Institute of Certified Public
Accountants.  He received his  undergraduate  degree in International  Relations
from Seoul National University and received a Master of Business  Administration
degree from the University of California, Irvine.


                                       15

<PAGE>
     During the past five years,  there have been no filings of petitions  under
federal  bankruptcy  laws,  or any state  insolvency  laws,  by or  against  any
business of which any director or executive officer of the Company was a general
partner or executive  officer at the time or within two years before the time of
such filing.

     During the past five years, no director or executive officer of the Company
has been  convicted  in a  criminal  proceeding  or been  subject  to a  pending
criminal proceeding.

     During the past five years, no director or executive officer of the Company
has been the  subject  of any order,  judgement,  or  decree,  not  subsequently
reversed, suspended or vacated by a court of competent jurisdiction, permanently
or  temporarily  enjoining,   barring,  suspending  or  otherwise  limiting  his
involvement in any type of business, securities or banking activities.

     During the past five years, no director or executive officer of the Company
has been found by a court of competent  jurisdiction  (in a civil  action),  the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state securities or commodities law.

     (e) Committees of the Board of Directors. None.

     (f) Resolutions of Conflicts of Interest. None

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
requires that the  Company's  officers and  directors,  and persons who own more
than ten percent of a registered class of the Company's equity securities,  file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than ten percent  stockholders are
required by  regulation  to furnish to the Company  copies of all Section  16(s)
forms they file.

                                       16


<PAGE>

     The  following  persons  failed to file forms on a timely  basis during the
past two fiscal years as required under Section 16(a) as follows:

<TABLE>
<CAPTION>
<S>                                            <C>               <C>                   <C>                <C>
                                                                     Form 3                Form 4             Form 5
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
George Betts                                   2001                       X                                        X
President, CFO & Director                      2000
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
E. Robert Gates, Vice Chairman & Director      2001                       X                                        X
                                               2000
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Tag Chong Kim, Chairman, CEO & Director        2001                       X                                        X
                                               2000
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Woo Jong Kim                                   2001                       X                                        X
Director                                       2000
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Luther Lindner, Director (1)                   2001                                           X                    X
                                               2000                       X                                        X
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Robert Simpson, Director (1)                   2001                                           X                    X
                                               2000                       X                                        X
---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
</TABLE>
(1) Resigned November 12, 2001

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------
<TABLE>
<CAPTION>

     (a) The  following  table sets forth the  compensation  paid by the Company
during the  calendar  years  ended  December  31,  1999,  December  31, 2000 and
December 31, 2001 to the Officer's of the Company.

-------------------------------------------------------------------------------------------------------------------------------
                                                              ANNUAL COMPENSATION                          AWARDS
<S>                                    <C>        <C>           <C>          <C>                <C>          <C>
                                                                                  OTHER         RESTRICTED      SECURITIES
             NAME AND                                                             ANNUAL          STOCK         UNDERLYING
        PRINCIPAL POSITION             YEAR       SALARY ($)    BONUS ($)    COMPENSATION ($)    AWARD(S)    OPTIONS/SARS (#)
        ------------------             ----       ----------    ---------    ----------------    --------    ----------------
                                                                                                   ($)
E. ROBERT GATES,  VICE CHAIRMAN        2001         $312,500*            $0                 $0           $0                 $0
                                       2000                $0            $0                 $0           $0                  0
                                       1999                $0            $0                 $0           $0                  0
-------------------------------------------------------------------------------------------------------------------------------
Tag Chong Kim, Chairman & CEO          2001         $312,500*            $0                 $0           $0                 $0
                                       2000                $0            $0                 $0           $0                  0
                                       1999                $0            $0                 $0           $0                  0
-------------------------------------------------------------------------------------------------------------------------------
George Betts,  President and           2001          $85,714*            $0                 $0           $0                 $0
Chief Financial Officer                2000                $0            $0                 $0           $0                  0
                                       1999                $0            $0                 $0           $0                  0
-------------------------------------------------------------------------------------------------------------------------------
Robert C. Simpson, Ph.D. (**)          2001                 0            $0                 $0           $0                  0
Former President                       2000          $125,000            $0                 $0           $0                  0
                                       1999          $125,000            $0                 $0           $0                  0
-------------------------------------------------------------------------------------------------------------------------------
Luther Lindner, M.D., Ph.D.(**)        2001                 0            $0                 $0           $0                  0
Former Secretary                       2000          $125,000            $0                 $0           $0                  0
                                       1999          $125,000            $0                 $0           $0                  0
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Amounts  accrued but not paid in 2001, E. Robert Gates  $305,193.24;  Tag Chong
Kim $305,193.24; George Betts $31,977.82.

** Resigned November 12, 2001


                                       17


<PAGE>
<TABLE>
<CAPTION>

         (b) Director's Compensation
<S>                                         <C>             <C>          <C>              <C>           <C>
------------------------------------------- --------------------------------------------- --------------------------------------
                                                         CASH COMPENSATION                           SECURITY GRANTS
NAME                                        ANNUAL          MEETING      CONSULTING       NUMBER OF     NUMBER OF SECURITIES
                                            RETAINER FEES   FEES ($)     FEES/OTHER       SHARES (#)    UNDERLYING
                                            ($)                          FEES ($)                       OPTIONS/SARS (#)
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
A. Director
Robert Gates                                            $0           $0               $0             0                        0
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
B. Director
Tag Chong Kim                                           $0           $0               $0             0                        0
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
C. Director
Woo Jong Kim                                            $0           $0               $0             0                        0
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
D.  Director
Robert C. Simpson, Ph.D.(*)                             $0           $0               $0             0                        0
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
E. Director
Luther Lindner M.D., Ph.D. (*)                          $0           $0               $0             0                        0
------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
</TABLE>
*Resigned November 12, 2001

     The Company had no long term  incentive  compensation  plans in the form of
restricted stock awards,  stock  appreciation  rights  ("SARs"),  phantom stock,
stock  options,  warrants,  convertible  securities,  performance  units  and/or
performance  shares, or any other such instruments during the 2001, 2000 or 1999
calendar years.

     There  were  no cash  payments  or  other  compensation  paid or set  aside
directly or  indirectly to or for the benefit of any director of the Company for
the  2001,  2000  or  1999  calendar  years.  There  are no  standard  or  other
arrangements in effect for the compensation of directors of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The following table sets forth the beneficial  ownership of common stock of
the Company as of December  31, 2001 by (i) each person  known by the Company to
own more than 5% of the Company's common stock, (ii) each of the directors,  and
(iii) all directors and executive  officers as a group.  Unless otherwise noted,
such persons have sole voting and investment power with respect to such shares.

                                       18


<PAGE>
         NAME AND ADDRESS OF       AMOUNT AND NATURE OF
         BENEFICIAL OWNERSHIP      BENEFICIAL OWNERSHIP        PERCENT OF CLASS
         --------------------      ---------------------      -----------------

         E. Robert Gates**                  10,022,217                   34%
         Vice Chairman
         and Director

         Tag Chong Kim**                    10,200,000                   34%
         Chairman & CEO and Director

         George Betts**                     0                             0%
         President and
         Chief Financial Officer

         Woo Jong Kim                       2,500,000                     8%
         Director
         Seoul, South Korea

All Directors and Executive

 Officers as a Group (4 persons)            22,722,217                   76%

** The beneficial owner's address is the same as the Company's principal office.

     There  are no  outstanding  arrangements  that may  result  in a change  in
control of the Company.

                                       19


<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

DESCRIPTION OF REVERSE SPLIT AND REORGANIZATION

     ATNG, Inc. (the "Company") was incorporated  under the laws of the State of
Nevada on January 20,  2000.  On October 16,  2000,  the  Company  completed  an
agreement  and  Plan  of   Reorganization   (the  Agreement)  with   Pathobiotek
Diagnostics, Inc. (Pathobiotek), a public Company incorporated under the laws of
the State of Texas,  whereby the shareholders of the Company received 27,836,186
shares of Pathobiotek  common stock for all of the outstanding  shares of common
stock of the Company.  On completion of the  transaction,  the Company  became a
wholly-owned subsidiary of Pathobiotek. However, since this transaction resulted
in the existing  shareholders of the Company  acquiring  control of Pathobiotek,
for financial reporting purposes the business combination is accounted for as an
additional capitalization of Pathobiotek (a reverse acquisition with the Company
as the  accounting  acquirer).  Under the terms of the  Agreement,  the  Company
agrees to pay $250,000 as consideration for Pathobiotek.

     In  October  2001,  Pathobiotek  amended  its  Articles  of  Incorporation,
increasing the number of authorized  shares to 100,000,000  and changing the par
value of common stock to $.0001.

PURCHASE OF INTELLECTUAL PROPERTY

     The  Company  entered  into an  agreement,  dated April 22,  2000,  with an
individual  and  unrelated  companies  to  purchase  intellectual  property  for
voice/speech compression which can be implemented in either computer software or
electronic hardware. The other parties failed to perform their obligations under
the original  agreement.  The agreement  with the individual was assigned to the
Company and amended on September 21, 2000. As of December 31, 2000,  the Company
paid $71,076 towards the purchase of the intellectual property.

     Pursuant to the agreement entered into with the individual on September 21,
2000,  the Company agreed to issue him and hold in escrow,  1,500,000  shares of
the  Company's  common  stock.  The  shares  will be  released  from  escrow and
transferred to the individual, in 500,000 share increments,  upon the meeting of
certain  conditions.  As of  December  31,  2000,  none of the  shares  had been
released from escrow.  In August 2001, the first project  completion  benchmark,
filing of a patent  application,  was met, and the Company  released from escrow
and charged to operations 500,000 shares, valued at $3,000,000.

     At December 31, 2001 1,000,000  shares issued were held in escrow  pursuant
to an employment agreement with an individual.

ISSUANCE OF COMMON STOCK AND WARRANTS

     During 2001, the Company issued an aggregate 3,066,854 shares of its common
stock as follows:

     o    487,440 shares for cash  consideration of $737,115 ($1.00 to $6.00 per
          share). Cost of the cash offerings was $102,958.

     o    150,000 shares pursuant to employment  agreements,  valued at $750,000
          ($5.00 per share).

                                       20

<PAGE>

     o    1,875 shares as consideration for loans,  valued at $11,250 ($6.00 per
          share).

     o    2,000 shares for equipment, valued at $10,000 ($5.00 per share).

     o    500,000 shares  pursuant to advertising  agreement with Premiere Radio
          Network, valued at $3,000,000 ($6.00 per share).

     o    1,240,000  shares  pursuant to two advertising  agreements,  valued at
          $2,290,000  (640,000  shares,  valued at $1.75  per share and  600,000
          shares, valued at $1.95 per share).

     o    174,000 shares for  commissions on advertising  agreements,  valued at
          $229,630  (25,000  shares,  valued at $1.75 per share;  38,400 shares,
          valued at $1.95 per share;  and  111,000  shares,  valued at $1.00 per
          share).

     o    13,563  shares for  services,  valued at  $47,921  ($3.50 to $3.55 per
          share).

     o    497,576 shares pursuant to merger and reorganization with Pathobiotek.

     In 2001 the Company issued  warrants to purchase  shares of common stock as
follows:

     o    236,068 warrants as partial  consideration  for financial  services in
          conjunction with merger and reorganization,  valued at $21,548,  using
          the Black-Scholes option pricing model; exercisable at $2.85 per share
          for 136,068 warrants through February 14, 2001, and at $7.20 per share
          for  100,000   warrants  through  June  14,  2006.  The  warrants  are
          exercisable 13 months from the date of issuance.

     o    268,598  warrants with the sale of common stock,  exercisable at $3.50
          per share through March to June, 2002.

     o    5,000,000  warrants,  exercisable at $7.20 per share through August 7,
          2003, issued in conjunction with an agreement with  Dishnetwork,  Inc.
          (Dish). At December 31, 2001, none of the warrants were issued as Dish
          had not met performance requirements pursuant to the agreement

CONTRACTS AND AGREEMENTS

     During the year ended December 31, 2001,  the Company  entered into various
agreements  in  conjunction  with  commencing  its  principal  operations.   The
significant agreements are as follows:

     o    Web site design  agreement  with Dreamaire  Entertainment,  Inc. under
          which the Company  agreed to pay $8,000 for design,  construction  and
          maintenance of the web site.

     o    Carrier Internet  Protocol Service  agreement entered into January 18,
          2001 for a period of one year.

     o    Customer   Relationship   Management   Agreement   providing  for  the
          furnishing of customer  relationship  management services for a period
          of two years through June 2003.

                                       21


<PAGE>
     o    Strategic Alliance Agreement with  Dishnetwork,  Inc. (Dish) for a two
          year  period  through  August 2003  wherein  Dish agrees to market the
          Company's  telecommunications products to Dish customers utilizing the
          Company's BlueKiwi telephone service.

     o    Advertising services with Premiere Radio Network,  Inc. (Premiere) for
          a two  year  period  through  June  2003  whereby  Premiere agrees  to
          advertising the Company's products for $6,000,000 per year, payable in
          advance in the form of  $3,000,000  in common  stock  (500,000  shares
          valued at $6.00 per share) and  $3,000,000  in prepaid  long  distance
          services.  The Company  charged to operations  in 2001 the  $3,000,000
          value of the shares issued.

     o    Advertising  services  with  News  USA  for  editorial  placements  in
          newspapers and radio  stations for 1,200,000  shares of the Company in
          common  stock,  valued at  $2,220,000.  As of December  31,  2001,  no
          advertising  services  had been  provided  and the value of the shares
          issued was included in prepaid advertising.

     o    Financial public relations  agreement for a seven month period through
          June 2002,  payable in shares of common stock and cash. As of December
          31,  2001,  40,000  shares of common  stock , valued at  $70,000,  was
          issued, of which $55,000 is included in prepaid expenses.

     o    Letter  of  intent  with  Xener.com,   a  South  Korea  company  whose
          co-president  and CEO is an officer of the  Company,  for forming of a
          joint venture for use of Xener's VoIP network  solutions in the United
          States.

RELATED PARTY TRANSACTIONS

     Related party transactions are as follows:

     o    Accounts payable at December 31, 2001 includes $54,952 due to a former
          officer of the Company for salary and  expenses  due as of the date of
          his termination.

     o    During 2000 and 2001,  the Company  acquired  equipment from an entity
          owned  by  a  shareholder  of  the  company  for  $27,715  and  $7,288
          respectively, of which $29,506 is due and included in accounts payable
          at December 31, 2001.

     o    During 2000, the Company  entered into a joint venture  agreement with
          ATN Korea, LTD. a Company whose president/CEO is a founder/director of
          the Company (Note 5).

     o    During  2000  and  2001,  certain  officers/directors/founders  of the
          Company had loan transactions with the Company as follows: (Note 6)

     o    $70,000 (2000) and $20,000 (2001) cash from a former officer.

     o    $77,500 (2000) cash from an  officer/director/founder  of which $9,290
          and $1,000 were repaid as of December 31, 2000 and 2001, respectively.

     o    $55,000 cash and $80,433  expenses  paid on behalf of the Company from
          an  officer/director/founder  of which  $63,200 was repaid and $72,233
          was converted to common stock at $.01 per share in 2000. An additional
          $79,750 cash was loaned to the Company in 2001.

                                       22

<PAGE>

     o    In  2000,  an  officer/director/founder  of  the  Company  transferred
          equipment  to the Company  valued at $25,000 for  2,500,000  shares of
          common stock ($.01 per share).

     o    Accrued salaries at December 31, 2001,  includes $617,693 and $582,426
          due to  each  of two  officers/directors/founders  pursuant  to  their
          employment agreements and $86,978 due to two officers of the Company.

EMPLOYMENT AGREEMENTS

     Employment  agreements with its chairman and  vice-chairman for a five year
period commencing  January 1, 2000 under which each of the individuals will have
a base  salary  of  $250,000  and an  annual  bonus of 25% of the  base  salary.
Additionally the individuals will receive health  insurance,  auto allowance and
other benefits pursuant to the agreements

     o    Consulting  agreement with its former acting Chief  Financial  Officer
          and present  Director of Business  Operations  and Legal Officer for a
          one  year  period  commencing  January  20,  2000,  renewable  monthly
          thereafter,  providing  for a weekly rate of $1,000 and a bonus of 25%
          of 2000 compensation.

     o    Employment agreement with an individual from whom the Company acquired
          intellectual property,  providing for an annual salary of $150,000 and
          a monthly vehicle allowance of $1,000, effective September 21, 2000.

                                       23

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

     (a) The following exhibits and financial  statement  schedules are filed as
exhibits to this Report:

1.   Financial Statements of the Registrant are included under Item 7 hereof.

2.   Financial Statement Schedules - None

3.   Exhibits:

EX #       DESCRIPTION                                          LOCATION
--------------------------------------------------------------------------------

3.1        Articles of Incorporation                   Incorporated by Reference
                                                       to Exhibit 3.1 to Form 8K
                                                       filed 8/25/99

3.2        Amendment to Articles of Incorporation      Incorporated by Reference
                                                       to Exhibit 3 of Form 8K
                                                       filed 10/22/99

3.3        Amendment to Articles of Incorporation      Incorporated by Reference
                                                       to Exhibit 3 of Form 8K
                                                       filed 10/22/01

3.4        Bylaws of Registrant                        Incorporated by Reference
                                                       to Exhibit 3.2 of Annual
                                                       Report filed 7/21/00

10.1       Agreement & Plan of Reorganization          Incorporated by Reference
                                                       to Exhibit 10.1 of Form
                                                       8K filed 9/21/01

10.2      Premiere Radio Network, Inc. Agreement       Exhibit 10.2

10.3      Dishnetwork, Inc. Agreement                  Exhibit 10.3

10.4      News USA, Inc. Agreement                     Exhibit 10.4


     (b) The  following  reports on Form 8-K have been  filed  during the period
covered by this report:

          August 6, 2001 September 4, 2001 September 21, 2001 October 22, 2001

     (c) Proxy Statements. None

                                       24

<PAGE>

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.

Dated May 15, 2002                         By: /s/E. Robert Gates
                                                E. Robert Gates
                                                Vice Chairman

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Dated: May 15, 2002                         By: /s/E. Robert Gates
                                                E. Robert Gates
                                                Vice Chairman and Director

Dated:  May 15, 2002                        By: /s/George Betts
                                                George Betts
                                                President and Chief
                                                Financial Officer

Dated:  May 15, 2002                        By: /s/Tag Chong Kim
                                                Tag Chong Kim
                                                Chairman, CEO and Director

Dated:  May 15, 2002                        By: /s/Woo Jong Kim
                                                Woo Jong Kim
                                                Director

                                       25


<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report                                          F-2

Balance Sheet

December 31, 2001                                                     F-3

Statements of Operations

Period from  Inception  (January  20,  2000) to
December  31,  2000,  Year ended December 31, 2001,  and
Cumulative  Amounts from Inception to December 31, 2001               F-4

Statements of Stockholders' Deficiency
Period from Inception (January 20, 2000) to December 31, 2000 and
Year ended December 31, 2001                                          F-5

Statements of Cash Flows Period from  Inception  (January
20,  2000) to December  31,  2000,  Year ended
December 31, 2001, and Cumulative Amounts
from Inception to December 31, 2001                                   F-6 - F-7

Notes to Financial Statements                                         F-8 - F-20









                                      F - 1


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To The Board of Directors and Stockholders
ATNG, Inc.
(Formerly Pathobiotek Diagnostics, Inc.)


We have audited the  accompanying  balance  sheet of ATNG,  Inc. (a  development
stage company) (formerly Pathobiotek Diagnostics, Inc.) as of December 31, 2001,
and the related  statements of  operations,  stockholders'  deficiency  and cash
flows for the period from inception (January 20, 2000) to December 31, 2000, the
year ended December 31, 2001, and cumulative  amounts from inception to December
31, 2001.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of ATNG, Inc. as of December 31,
2001,  and the results of its  operations and its cash flows for the period from
inception  (January 20, 2000) to December 31, 2000,  the year ended December 31,
2001, and  cumulative  amounts from inception to December 31, 2001 in conformity
with accounting principals generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2, the Company
has incurred significant  operating losses since inception and has a significant
working capital deficit.  These factors,  among others,  raise substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regard to these matters are described in Note 2. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                            /s/ Wheeler Wasoff, P.C.

Denver, Colorado
May 3, 2002

                                      F - 2


<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS

CURRENT ASSETS
   Cash                                                             $  82,069
     Prepaid advertising                                            1,165,000
     Account receivable                                                25,000
     Other                                                             16,805
                                                                   ----------
          Total Current Assets                                      1,288,874

PROPERTY AND EQUIPMENT, NET                                            64,807
INTELLECTUAL PROPERTY                                                   5,539
PREPAID ADVERTISING                                                 1,110,000
                                                                   ----------
                                                                  $ 2,469,220
                                                                   ==========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Accounts payable                                            $ 1,073,913
      Accrued salaries                                              1,635,019
      Payroll taxes payable                                           262,425
      Accrued interest                                                 43,193
      Notes payable- related                                          389,710
      Notes payable- other                                            348,000
      Deferred Income                                                  60,355
                                                                    ---------
           Total Current Liabilities                                3,812,615
                                                                    ---------
OTHER OBLIGATIONS (NOTE 7)                                            186,750
                                                                    ---------

COMMITMENTS AND CONTINGENCIES (NOTES 2, 10, 13 AND 15)

STOCKHOLDERS' DEFICIENCY
   Common stock,  $.0001  par  value;  authorized
      100,000,000  shares  Issued - 30,352,728 shares;
      outstanding - 29,352,728 shares 2,935

   Capital in excess of par value                                  11,371,563
   Deficit accumulated during the development stage               (12,904,643)
                                                                  ------------
                                                                   (1,530,145)
                                                                  ------------
                                                                  $ 2,469,220
                                                                  ============

   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>
                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
         PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2000,
              YEAR ENDED DECEMBER 31, 2001, AND CUMULATIVE AMOUNTS
                       FROM INCEPTION TO DECEMBER 31, 2001

<TABLE>
<CAPTION>
<S>                                                                        <C>                  <C>                <C>
                                                                                                                   CUMULATIVE TO
                                                                                2000                 2001          DECEMBER 31, 2001

REVENUES
   Telecommunication services                                                 $     -            $ 284,927              $ 284,927
                                                                              -------            ---------              ---------

OPERATING EXPENSES
   Costs of services                                                                -              862,186                862,186
   General and administrative                                                1,521,636            6,018,104              7,539,740
   Advertising                                                                     534            3,387,900              3,388,434
   Interest                                                                      4,446              136,891                141,337
   Depreciation and amortization                                                 9,689               29,057                 38,746
                                                                             ---------            ---------             -----------
                                                                             1,536,305           10,434,138             11,970,443
                                                                             ---------            ---------             -----------

OTHER EXPENSES
   Merger and reorganization costs                                                   -              361,620                361,620
   Write-off of intellectual property                                                -              107,715                107,715
   Write-off of investment in marketable securities                            149,792                    -                149,792
   Write-off of investment in joint venture                                    600,000                                     600,000
                                                                             ---------            ---------             -----------
                                                                                                                -

                                                                               749,792              469,335              1,219,127
                                                                             ---------            ---------             -----------

NET (LOSS)                                                                 $(2,286,097)        $(10,618,546)          $(12,904,643)
                                                                           ============        =============          =============

NET (LOSS) PER COMMON SHARE -
BASIC AND DILUTED                                                             $   (.09)            $   (.40)              $   (.50)
                                                                           ============        =============          =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED                                                            25,282,492           26,540,053             25,938,085
                                                                           ============        =============          =============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F - 4


<PAGE>
                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
        PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2000 AND
                           YEAR ENDED DECEMER 31, 2001

<TABLE>
<CAPTION>
<S>                                                             <C>             <C>             <C>               <C>
                                                                                                                    DEFICIT
                                                                                                                  ACCUMULATED
                                                                                                ADDITIONAL         DURING THE
                                                                      COMMON STOCK               PAID- IN         DEVELOPMENT
                                                                                                 CAPITAL             STAGE
                                                                SHARES          AMOUNT

BALANCE, JANUARY 20, 2000 (INCEPTION)                                    -          $     -           $     -             $     -
   Common stock issued to founders
        valued at $.01 per share for:
        Cash                                                     8,250,000              825            81,675                   -
        Equipment                                                2,500,000              250            24,750                   -
        Accrued wages                                            3,526,700              353            34,914                   -
        Conversion of loans                                      7,223,300              722            71,511                   -
   Common stock issued for non-cash:
        Services at $0.01 per share                              3,500,000              350            34,650                   -
        Marketable securities at $.92 per share                    163,034               16           149,776
   Common stock issued for cash at:
        $1.44 per share                                            600,000               60           865,940                   -
        $5.00 per share                                             22,840                2           114,198
   Net (loss)                                                            -                -                 -          (2,286,097)
                                                             ------------------   ---------  ----------------         -----------

BALANCE, DECEMBER 31, 2000                                      25,785,874            2,578         1,377,414          (2,286,097)

    Common stock issued for cash at:
        $6.00 per share                                             36,652                4           219,896                   -
        $5.00 per share                                              8,090                1            40,449                   -
        $4.00 per share                                              4,167                1            16,666                   -
        $2.50 per share                                              7,600                1            18,999                   -
        $1.50 per share                                             20,333                2            30,498                   -
        $1.00 per share                                            410,598               41           410,557                   -
    Offering costs                                                       -                -          (102,958)                  -
    Common stock issued for non cash:
        Services at $1.00 to $6.00 per share                       837,963               83         4,027,468                   -
        Advertising at $1.75 to $6.00 per share                  1,740,000              173         5,289,827                   -
        Interest at $6.00 per share                                  1,875                1            11,249                   -
        Equipment at $5.00 per share                                 2,000                1             9,999                   -
    Recapitalization of shares issued
        by Pathobiotek Diagnostics,
        Inc. prior to merger                                       497,576               49               (49)                  -
    Issuance of common stock warrants for services                       -                -            21,548                   -
    Net (loss)                                                           -                -                 -         (10,618,546)
                                                                ----------          -------       -----------       -------------
BALANCE, DECEMBER 31, 2001                                      29,352,728          $ 2,935       $11,371,563        ($12,904,643)
                                                                ==========          =======       ===========       =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      F - 5


<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
         PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2000,
              YEAR ENDED DECEMBER 31, 2001, AND CUMULATIVE AMOUNTS
                       FROM INCEPTION TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
<S>                                                                     <C>               <C>                  <C>
                                                                                                                 CUMULATIVE TO
                                                                         2000               2001               DECEMBER 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES

  Net (loss)                                                            $ (2,286,097)     $ (10,618,546)           $ (12,904,643)
  Adjustments to reconcile net (loss) to
     Net cash (used) by operating activities
       Depreciation and amortization                                           9,689             29,057                   38,746
       Debt for expenses                                                      80,433                  -                   80,433
       Write-off of intellectual property                                          -            107,715                  107,715
       Write-off of marketable securities                                    149,792                  -                  149,792
       Write-off of Korean joint venture                                     600,000                  -                  600,000
        Common stock warrants issued for services                                  -             21,548                   21,548
        Common stock issued for services, wages and interest                  70,267          4,053,801                4,124,068
      Common stock issued for advertising                                          -          3,000,000                3,000,000
      Other (Note 7)                                                          (9,290)           186,750                  177,460
   Changes in assets and liabilities
      (Increase) in prepaids and other                                        (9,283)            (7,522)                 (16,805)
       (Increase) in accounts receivables                                          -            (25,000)                 (25,000)
      Increase in accounts payable and accrued expenses                      159,497          1,220,034                1,379,531
     Increase in accrued salaries                                            653,080            981,939                1,635,019
     Increase in deferred revenue                                                  -             60,355                   60,355
                                                                           ---------         ------------             ------------

  NET CASH (USED) BY OPERATING ACTIVITIES                                   (581,912)          (989,869)              (1,571,781)
                                                                           ---------         ------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Cash paid for property and equipment                                    (41,124)           (27,430)                 (68,554)
     Cash paid for intellectual property                                    (102,345)           (10,908)                (113,253)
     Investment in korean joint venture                                     (600,000)                 -                 (600,000)
                                                                           ---------         ------------             ------------

  NET CASH (USED) BY INVESTING ACTIVITIES                                   (743,469)           (38,338)                (781,807)
                                                                           ---------         ------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from borrowings- related                                       202,500            252,500                  455,000
     Proceeds from borrowings- other                                         135,000            235,000                  370,000
     Repayment of borrowings- related                                        (63,200)            (1,000)                 (64,200)
     Repayment of borrowings- other                                          (10,000)           (12,000)                 (22,000)
     Proceeds from sale of common stock                                    1,062,700            737,115                1,799,815
     Cash paid for offering costs                                                  -           (102,958)                (102,958)
                                                                           ---------         ------------             ------------

  Net cash provided by financing activities                                1,327,000          1,108,657                2,435,657
                                                                           ---------         ------------             ------------

NET INCREASE IN CASH                                                           1,619             80,450                   82,069

CASH, BEGINNING OF PERIOD                                                          -              1,619                        -
                                                                           ---------         ------------             ------------
CASH, END OF PERIOD                                                        $   1,619         $   82,069               $   82,069
                                                                           =========         ==========               ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
         PERIOD FROM INCEPTION (JANUARY 20, 2000) TO DECEMBER 31, 2000,
              YEAR ENDED DECEMBER 31, 2001, AND CUMULATIVE AMOUNTS
                       FROM INCEPTION TO DECEMBER 31, 2001

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

         During 2000 and 2001,  the Company paid $0 and  $18,116,  respectively,
for interest on debt.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

         During 2000, the Company issued common stock for non-cash consideration
as follows:

o        13,250,000     shares,     valued    at    $.01    per    share,     to
         officers/directors/founders   for   equipment,   accrued   wages,   and
         conversion of loan.
o        3,500,000  shares,  valued at $.01 per share,  to six  individuals  for
         services rendered to the Company as of inception.
o        163,034 shares, valued at $.92 per share, for marketable securities.

         During 2000, an  officer/director/founder  of the Company paid expenses
         on behalf of the Company in the aggregate amount of $80,433,  repayable
         in the form of a promissory  note,  of which  $72,233 was  converted to
         common stock.

         During 2001, the Company issued common stock for non-cash consideration
         as follows:

o        837,963 shares for services, valued at $1.00 to $6.00 per share.
o        1,740,000 shares for advertising, valued at $1.75 to $6.00 per share.
o        2,000 shares for equipment, valued at $5.00 per share.
o        1,875 shares as additional consideration for loans, valued at $6.00 per
         share.








   The accompanying notes are an integral part of these financial statements.

                                      F - 7


<PAGE>
                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        ORGANIZATION AND BUSINESS COMBINATION

         ATNG, Inc. (the "Company") was incorporated under the laws of the State
         of Nevada on  January  20,  2000.  On October  16,  2000,  the  Company
         completed an agreement and Plan of Reorganization  (the Agreement) with
         Pathobiotek   Diagnostics,   Inc.   (Pathobiotek),   a  public  Company
         incorporated  under  the  laws  of the  State  of  Texas,  whereby  the
         shareholders of the Company received  27,836,186  shares of Pathobiotek
         common stock for all of the  outstanding  shares of common stock of the
         Company.  On  completion  of the  transaction,  the  Company  became  a
         wholly-owned subsidiary of Pathobiotek. However, since this transaction
         resulted in the existing  shareholders of the Company acquiring control
         of  Pathobiotek,   for  financial   reporting   purposes  the  business
         combination  is  accounted  for  as  an  additional  capitalization  of
         Pathobiotek (a reverse  acquisition  with the Company as the accounting
         acquirer).  Under the terms of the Agreement, the Company agrees to pay
         $250,000 as consideration for Pathobiotek.

         The  Company  provides  voice  and  data  telecommunications   services
         utilizing Voice over Packet ("VOP") network.  Its signature  product is
         BlueKiwi  residential long distance  service.  BlueKiwi is a flat rate,
         unlimited  long  distance  calling  plan  offering  instate  and  state
         -to-state  calling in the  contiguous  U.S. and unlimited long distance
         calling to South Korea.  The Company is considered a development  stage
         company as defined  by  Statement  of  Financial  Accounting  Standards
         (SFAS) 7.

         During 2001,  the Company  commenced  operations and earned its initial
         revenue from telecommunication  services. Its efforts, since inception,
         have consisted of financing  activities,  the acquisition of technology
         and initial test marketing of its services.

         PROPERTY AND EQUIPMENT

         Furniture  and equipment  and  leasehold  improvements  are recorded at
         cost.   Depreciation  and  amortization  is  provided  by  use  of  the
         accelerated and  straight-line  methods over the estimated useful lives
         of the  related  assets  of  five  to  seven  years.  Expenditures  for
         replacements, renewals and betterments are capitalized. Maintenance and
         repairs are charged to operations as incurred.

         INTELLECTUAL PROPERTY

         The Company capitalized the cost of proprietary  intellectual  property
         for  voice/speech  compression,  which  can be  implemented  in  either
         computer software or electronic  hardware,  acquired under an agreement
         entered  into  with  unrelated  parties.  (See  Note 4).  The  acquired
         technology  has  alternative  future  uses  in  the  Company's  planned
         operations.

         The  Company  applies  SFAS 86,  "Accounting  for the Costs of Computer
         Software  to Be Sold,  Leased,  or  Otherwise  Marketed",  to  software
         technologies  developed internally,  acquired in business acquisitions,
         and purchased.  Internal development costs are included in research and
         development  and  are  expensed  as  incurred.  SFAS  86  requires  the
         capitalization of certain internal development costs once technological
         feasibility is established,  which, based on the Company's  development
         process,  generally  occurs  upon the  completion  of a working  model.
         Capitalized  costs  will  be  amortized  based  on the  greater  of the
         straight-line  basis over the  estimated  product  life or the ratio of
         current revenue to the total of current and anticipated future revenue.

                                      F - 8


<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Purchased  developed  technology will be amortized based on the greater
         of the straight-line  basis over its estimated useful life or the ratio
         of  current  revenue  to the total of current  and  anticipated  future
         revenue.   The  recoverability  of  the  carrying  value  of  purchased
         developed technology will be reviewed periodically.  The carrying value
         of developed  technology will be compared to the estimated future gross
         revenue  from that  product  reduced by the  estimated  future costs of
         completing  and  disposing  of that  product,  including  the  costs of
         performing  maintenance  and customer  support (net  undiscounted  cash
         flows)  and  to  the  extent  that  the  carrying   value  exceeds  the
         undiscounted cash flows, the difference is written off.

         In March 1998, the American  Institute of Certified Public  Accountants
         issued  Statement  of  Position  98-1,  "Accounting  for the  Costs  of
         Computer Software Developed or Obtained for Internal Use" ("SOP 98-1").
         SOP 98-1 provides  guidance on capitalization of the costs incurred for
         computer software  developed or obtained for internal use. SOP 98-1 has
         been adopted by the Company .

         The Company has not capitalized any internal costs  associated with the
         further development of the acquired intellectual property technology.

         The Company has  applied for a patent from the U.S.  Patent  Office for
         voice compression  technology under  development.  The costs associated
         with obtaining this patent are  capitalized  and will be amortized over
         the economic useful life of the patent upon issuance of the patent.

         At December 31, 2001,  the Company  charged to  operations  $107,715 of
         costs associated with the acquisition of intellectual property.

         MARKETABLE SECURITIES

         The Company  accounts for  investments in marketable  securities  under
         SFAS  115,  "Accounting  for  Certain  Investments  in Debt and  Equity
         Securities." The Company  determines the appropriate  classification at
         the time of purchase.  Securities  are  classified as  held-to-maturity
         when the  Company  has the  positive  intent  and  ability  to hold the
         securities to maturity. Held-to-maturity securities are stated at cost,
         adjusted  for  amortization  of premiums  and  discounts  to  maturity.
         Marketable securities not classified as held-to-maturity are classified
         as  available-for-sale.  Available-for-sale  securities  are carried at
         fair  value,  which is based on  quoted  prices.  Unrealized  gains and
         losses,   net  of  tax,  are  reported  as  a  separate   component  of
         shareholders'  equity.  The cost of  securities  available-for-sale  is
         adjusted  for  amortization  of premiums  and  discounts  to  maturity.
         Interest and  amortization of premiums and discounts for all securities
         are included in interest income. Realized gains and losses are included
         in other income.  Cost of  securities  sold is determined on a specific
         identification basis. (See Note 5).

         DEFERRED OFFERING COSTS

         Deferred  offering costs consisted of costs incurred in connection with
         a proposed  public offering of the Company's  common stock.  During the
         period  ended  December  31, 2000,  the Company  charged to  operations
         $73,083 of costs incurred in connection with a proposed offering of the
         Company's common stock on Form SB-2 which was voluntarily  withdrawn by
         the Company.

                                      F - 9

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         REVENUE RECOGNITION

         Revenue is recognized  as services are provided to  customers.  Monthly
         recurring  charges include fees paid by customers for lines of service,
         additional features on those lines and co-location space. These charges
         are billed monthly, in advance,  and are fully earned during the month.
         Usage charges and reciprocal compensation charges are billed in arrears
         and are fully  earned  when  billed.  Initial,  non-recurring  fees are
         deferred and amortized over estimated customer lives.

         ADVERTISING

         The Company expenses costs of print and media  advertisements as of the
         first date the advertisements took place.  Advertising costs which have
         future benefits,  generally in the form of revenue, are capitalized and
         will be  amortized  on a  cost-pool-by-cost-pool  basis over the period
         during which the future  benefits are expected to be received  based on
         the  ratio  that  current  period  revenues  for  the   direct-response
         advertising cost pool bear to the total of current and estimated future
         period revenues for that  direct-response-advertising  cost pool. These
         costs consist of radio and newspaper  advertising requiring response to
         a  toll  free  telephone  marketer.   Management   estimates  that  the
         amortization  period will not exceed two years,  and will  periodically
         review and assess the  recoverability  of the prepaid  advertising  and
         write  down the  asset to its  estimated  recoverable  value if  deemed
         necessary.  As of December 31, 2001,  advertising  costs of  $2,275,000
         were recorded in prepaid expenses, of which $1,110,000 is non-current.

         IMPAIRMENT OF LONG-LIVED ASSETS

         The Company has adopted SFAS 121,  "Accounting  for the  Impairment  of
         Long-Lived  Assets to be Disposed of", which  requires that  long-lived
         assets to be held be reviewed for impairment whenever events or changes
         in circumstances  indicate that the carrying amount of an asset may not
         be  recoverable.  The  Company  will assess the  recoverability  of the
         carrying  cost of  long-lived  assets  based on a review  of  projected
         undiscounted  cash flows  related to the asset held for use.  If assets
         are  determined  to be impaired,  then the asset is written down to its
         fair value based on the present value of the  discounted  cash flows of
         the related asset or other relevant  measures  (quoted market prices or
         third-party offers).

         INCOME TAXES

         The Company has adopted the  provisions  of SFAS 109,  "Accounting  for
         Income   Taxes".   SFAS  109  requires   recognition  of  deferred  tax
         liabilities  and assets for the  expected  future tax  consequences  of
         events  that have been  included  in the  financial  statements  or tax
         returns.  Under this method,  deferred tax  liabilities  and assets are
         determined based on the difference between the financial  statement and
         tax basis of assets and  liabilities  using enacted tax rates in effect
         for the year in which the differences are expected to reverse.

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management 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 reported  amounts of revenues and
         expenses during the reporting period.  Actual results could differ from
         those estimates.

                                      F- 10

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (LOSS) PER SHARE

         (Loss) per  common  share is  computed  based on the  weighted  average
         number of common  shares  outstanding  during the periods.  Convertible
         equity instruments,  such as stock warrants,  are not considered in the
         calculation  of  net  loss  per  share  as  their  inclusion  would  be
         antidilutive.

         SHARE BASED COMPENSATION

         In October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was
         issued.  This standard  defines a fair value based method of accounting
         for an  employee  stock  option  or  similar  equity  instrument.  This
         statement gives entities a choice of recognizing  related  compensation
         expense to  employees  by adopting the fair value method or to continue
         to  measure  compensation  using the  intrinsic  value  approach  under
         Accounting  Principles  Board  (APB)  Opinion  No. 25. The  Company has
         elected to utilize APB 25 for measurement;  and will,  pursuant to SFAS
         123,  disclose  on a  supplemental  basis the pro forma  effects on net
         income  and  earnings  per  share of using the fair  value  measurement
         criteria.

         CASH EQUIVALENTS

         For purposes of  reporting  cash flows,  the Company  considers as cash
         equivalents  all highly  liquid  investments  with a maturity  of three
         months or less at the time of purchase.  At December  31,  2001,  there
         were no cash equivalents.

         NEW TECHNICAL PRONOUNCEMENTS

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
         SFAS 141  "Business  Combinations"  and SFAS 142  "Goodwill  and  Other
         Intangible  Assets".   SFAS  141  requires  all  business  combinations
         initiated  after June 30, 2001 to be  accounted  for under the purchase
         method. For all business combinations for which the date of acquisition
         is after June 30, 2001, SFAS 141 also establishes specific criteria for
         the  recognition  of  intangible  assets  separately  from goodwill and
         requires unallocated negative goodwill to be written off immediately as
         an  extraordinary  gain rather than  deferred and  amortized.  SFAS 142
         changes the accounting for goodwill and other  intangible  assets after
         an acquisition.  The most significant  changes made by SFAS 142 are: 1)
         goodwill and intangible  assets with indefinite lives will no longer be
         amortized; 2) goodwill and intangible assets with indefinite lives must
         be tested for  impairment at least  annually;  and 3) the  amortization
         period  for  intangible  assets  with  finite  lives  will no longer be
         limited to forty years.  The Company does not believe that the adoption
         of these  statements  will  have a  material  effect  on its  financial
         position, results of operations or cash flows.

         In June 2001,  the FASB also  approved  for issuance  SFAS 143,  "Asset
         Retirement  Obligations." SFAS 143 establishes accounting  requirements
         for retirement  obligations associated with tangible long-lived assets,
         including  (1) the timing of the  liability  recognition,  (2)  initial
         measurement of the liability,  (3) allocation of assets retirement cost
         to  expense,  (4)  subsequent  measurement  of the  liability  and  (5)
         financial  statement  disclosure.  SFAS  143  requires  that  an  asset
         retirement  cost  should  be  capitalized  as part  of the  cost of the
         related long-lived asset and subsequently  allocated to expense using a
         systematic  and  rational  method.  The  provisions  of  SFAS  143  are
         effective for financial  statements  issued for fiscal years  beginning
         after June 15, 2002. The adoption of SFAS 143 is not expected to have a
         material  effect  on  the  Company's  financial  position,  results  of
         operations or cash flows.

                                     F - 11

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In August 2001,  the FASB also approved SFAS 144,  "Accounting  for the
         Impairment  or Disposal of  Long-Lived  Assets." SFAS 144 replaces SFAS
         121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
         Long-Lived  Assets to Be  Disposed  Of." The new  accounting  model for
         long-lived  assets to be disposed of by sale applies to all  long-lived
         assets, including discounted operations, and replaces the provisions of
         APB  Opinion No. 30,  "Reporting  Results of  Operations-Reporting  the
         Effects of Disposal of a Segment of a  Business,"  for the  disposal of
         segments of a business.  SFAS 144 requires that those long-lived assets
         be measured at the lower of carrying  amount or fair value less cost to
         sell,  whether  reported  in  continuing  operations  or in  discounted
         operations. Therefore, discounted operations will no longer be measured
         at net realizable  value or include  amounts for operating  losses that
         have  not yet  occurred.  SFAS  144  also  broadens  the  reporting  of
         discontinued operations to include all components of an entity and that
         will be  eliminated  from the  ongoing  operations  of the  entity in a
         disposal  transaction.  The  provisions  of SFAS 144 are  effective for
         financial  statements  issued for fiscal years beginning after December
         15, 2001 and, generally, are to be applied prospectively.  The adoption
         of SFAS 144 is not expected to have a material  effect on the Company's
         financial position, results of operations or cash flows.

         FAIR VALUE

         The carrying  amount  reported in the balance  sheet for cash,  prepaid
         expenses,  accounts payable and accrued  liabilities  approximates fair
         value  because  of  the  immediate  or  short-term  maturity  of  these
         financial instruments.

         CONCENTRATION OF CREDIT RISK

         Financial   instruments  which  potentially   subject  the  Company  to
         concentrations  of credit risk consist of cash.  The Company  maintains
         cash accounts at two financial  institutions.  The Company periodically
         evaluates  the  credit  worthiness  of  financial   institutions,   and
         maintains   cash  accounts   only  in  large  high  quality   financial
         institutions,  thereby  minimizing  exposure  for deposits in excess of
         federally  insured  amounts.  The  Company  believes  that  credit risk
         associated with cash is remote.

         COMPREHENSIVE INCOME

         There are no  adjustments  necessary  to net (loss) as presented in the
         accompanying statements of operations to derive comprehensive income in
         accordance with SFAS 130, "Reporting Comprehensive Income."

         RECLASSIFICATION

         Certain amounts in the 2000 financial statements have been reclassified
         to conform with the 2001 presentation.

NOTE 2 - BASIS OF ACCOUNTING

         The accompanying  financial  statements have been prepared on the basis
         of  accounting  principles   applicable  to  a  going  concern,   which
         contemplates   the   realization  of  assets  and   extinguishment   of
         liabilities in the normal course of business. At December 31, 2001, the
         Company  had  commenced  principal  operations  and,  as  shown  in the
         accompanying  financial  statements,  has  incurred  losses  during the
         period from  inception  to December  31,  2001 of  $12,904,643  and, at
         December 31, 2001, has a working capital deficiency of $2,523,741.

                                     F - 12


<PAGE>
                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - BASIS OF ACCOUNTING (CONTINUED)

         The Company requires  financing to fund its future  operations and will
         attempt to meet its  ongoing  liabilities  as they fall due through the
         sale of  equity  securities  and/or  debt  financing.  There  can be no
         assurance  that  the  Company  will  be  able to  raise  the  necessary
         financing to continue in operation or meet its liabilities as they fall
         due or be successful in achieving  profitability  from its  operations.
         Should  the  Company  be unable to realize  the  carrying  value of its
         assets or discharge its  liabilities  in the normal course of business,
         the  Company  may  not be  able  to  remain  in  operation  and the net
         realizable  value of its assets may be materially less than the amounts
         recorded on the balance sheet.

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2001 consists of the following:

         Furniture and equipment                               $  45,296
         Computer equipment                                       46,557
         Leasehold improvements                                   11,700
                                                                --------
                                                                 103,553

         Less accumulated depreciation and amortization          (38,746)
                                                                --------
                                                                $ 64,807
                                                                ========

         Depreciation and amortization  expense for the years ended December 31,
         2000 and 2001 was $9,689 and $29,057, respectfully.

NOTE 4 - INTELLECTUAL PROPERTY

         At December 31, 2001 intellectual property consists of:

         Patent application costs                              $   5,539
                                                                =========

         The Company  entered into an agreement,  dated April 22, 2000,  with an
         individual and unrelated  companies to purchase  intellectual  property
         for  voice/speech  compression  which  can  be  implemented  in  either
         computer software or electronic  hardware.  The other parties failed to
         perform their obligations under the original  agreement.  The agreement
         with  the  individual  was  assigned  to the  Company  and  amended  on
         September 21, 2000.  As of December 31, 2000,  the Company paid $71,076
         towards the purchase of the intellectual property.

         Pursuant to the agreement entered into with the individual on September
         21, 2000, the Company agreed to issue him and hold in escrow, 1,500,000
         shares of the Company's  common stock. The shares will be released from
         escrow and transferred to the individual,  in 500,000 share increments,
         upon the meeting of certain  conditions.  As of December 31, 2000, none
         of the shares had been released from escrow.  In August 2001, the first
         project completion benchmark, filing of a patent application,  was met,
         and the Company released from escrow and charged to operations  500,000
         shares, valued at $3,000,000.

                                     F - 13

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - INVESTMENTS

         In 2000, the Company agreed to acquire a 49% interest in ATN Korea, LTD
         under a joint venture arrangement. A director/founder of the Company is
         the president and CEO of ATN Korea,  LTD.  There was no formal  written
         agreement  underlying  the  joint  venture.  The  purpose  of the joint
         venture was to provide  telecommunication  connections  to Korea and to
         serve  as a hub  for  telecommunication  connections  throughout  Asia.
         During 2000 the Company funded an aggregate  $600,000 for equipment and
         operations  to the joint  venture.  As of December 31, 2000 the Company
         terminated the joint venture  agreement,  had not received title to the
         equipment, and accordingly wrote off its entire investment.

         In 2000, the Company  exchanged  163,034 shares of its common stock for
         798,892 shares of USATALKS.com,  Inc.,  valued at $149,792 based on the
         trading  price  of  USATALKS.com,  Inc.  shares  as of the  date of the
         exchange.  These shares were  classified  as available  for sale. As of
         December 31, 2000  USATALKS.com,  Inc. had filed for bankruptcy and the
         Company charged to operations the cost of its investment.

NOTE 6 - NOTES PAYABLE

         Notes payable at December 31, 2001 consists of the following:

         Related parties

        Note payable to officer/ director, unsecured, due on demand,
             interest at 7%                                           $ 219,960
        Note payable, to officer/director, unsecured, due on demand,
             interest at 7%                                              79,750
        Note payable to former officer,  unsecured, due on demand,
             INTEREST AT 10%                                             90,000
                                                                      ----------
                                                                     $  389,710
                                                                      ==========

         Other

        Note payable, unsecured, due on demand interest at 7%         $ 112,000
        Note payable, unsecured, due on demand, interest at 7%           50,000
        Notes payable, unsecured, due December 27, 2001 to
             January 12, 2002, interest at 8%, convertible
             to common stock                                             75,000
        Note payable, unsecured, due May 26, 2001, interest at 8%        11,000
        Note payable, unsecured, due on demand, interest payable monthly
             at $5,000 cash, and 10,000 shares of common stock (Note 7) 100,000
                                                                      ---------
                                                                      $ 348,000
                                                                      =========
                                     F - 14


<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - OTHER OBLIGATIONS

         At December  31,  2001,  the Company was  obligated  to issue shares of
         common stock in satisfaction of accounts payable and other  contractual
         obligations as follows:

        5,000 shares as partial consideration of agreement for
             financial relations services                              $  10,250
        44,000 shares for satisfaction of accounts payable for
            public relations services                                     99,000
        30,000 shares as additional consideration for borrowings (Note 6) 75,000
        2,500 SHARES - OTHER                                               2,500
                                                                        --------
                                                                       $ 186,750
                                                                        ========
NOTE 8 - COMMON STOCK

         During 2000, the Company issued an aggregate  27,285,874  shares of its
common stock as follows:

o             10,750,000   shares,    valued   at   $.01   per   share,   to   a
              founder/officer/director  of the Company for conversion of $72,233
              of debt to stock  and  $35,267  for  accrued  salaries  due to the
              individual.

o             10,750,000   shares,    valued   at   $.01   per   share,   to   a
              founder/officer/director  of the  Company  for cash of $82,500 and
              equipment valued at $25,000.  The equipment was transferred to the
              individual  from a  company  that he was a  consultant  to and was
              received  by him in  satisfaction  of fees  due in the  amount  of
              $25,000.

o             3,500,000  shares to six individuals for services  rendered to the
              Company valued at $.01 per share including  2,500,000  shares to a
              director/founder of the Company.

o             163,034 shares for 798,892  shares of  USATALKS.com,  Inc.  common
              stock,  valued at the trading price of USATALKS common stock as of
              the date of the exchange of $.185 per share (See Note 5).

o             600,000  shares  for cash  consideration  of  $866,000  ($1.44 per
              share).

o             22,840  shares  for cash  consideration  of  $114,200  ($5.00  per
              share).

o             1,500,000  shares,  held in escrow,  to an individual  pursuant to
              employment agreement (Note 4). The Company measures the fair value
              of the shares  held in escrow as of the date at which  performance
              is  complete  (the  measurement  date).  In August  2001,  partial
              performance  was completed,  and 500,000 shares were released from
              escrow.  The fair  market  value of the shares of  $3,000,000  was
              charged to operations as of December 31, 2001.

         During 2001,  the Company issued an aggregate  3,066,854  shares of its
common stock as follows:

o             487,440 shares for cash  consideration of $737,115 ($1.00 to $6.00
              per share). Cost of the cash offerings was $102,958.

o             150,000  shares  pursuant  to  employment  agreements,  valued  at
              $750,000 ($5.00 per share).


                                     F - 15

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 -COMMON STOCK (CONTINUED)

o             1,875 shares as consideration for loans,  valued at $11,250 ($6.00
              per share).

o             2,000 shares for equipment, valued at $10,000 ($5.00 per share).

o             500,000  shares  pursuant to  advertising  agreement with Premiere
              Radio Network, valued at $3,000,000 ($6.00 per share).

o             1,240,000 shares pursuant to two advertising agreements, valued at
              $2,290,000 (640,000 shares,  valued at $1.75 per share and 600,000
              shares, valued at $1.95 per share).

o             174,000 shares for commissions on advertising  agreements,  valued
              at  $229,630  (25,000  shares,  valued at $1.75 per share;  38,400
              shares,  valued at $1.95 per share; and 111,000 shares,  valued at
              $1.00 per share).

o             13,563 shares for services,  valued at $47,921 ($3.50 to $3.55 per
              share).

o             497,576  shares  pursuant  to  merger  and   reorganization   with
              Pathobiotek.

         At  December  31,  2001  1,000,000  shares  issued  were held in escrow
         pursuant to an employment agreement with an individual (Note 4).

         In October  2001,  Pathobiotek  amended its Articles of  Incorporation,
         increasing the number of authorized  shares to 100,000,000 and changing
         the par value of common  stock to $.0001.  The  accompanying  financial
         statements reflect this amendment.

NOTE 9 - WARRANTS

         In 2001 the Company issued  warrants to purchase shares of common stock
as follows:

o             236,068 warrants as partial  consideration for financial  services
              in conjunction with merger and reorganization,  valued at $21,548,
              using the Black-Scholes option pricing model; exercisable at $2.85
              per share for 136,068  warrants  through February 14, 2001, and at
              $7.20 per share for 100,000  warrants  through June 14, 2006.  The
              warrants are exercisable 13 months from the date of issuance.

o             268,598  warrants  with the sale of common stock,  exercisable  at
              $3.50 per share through March to June, 2002.

o             5,000,000 warrants,  exercisable at $7.20 per share through August
              7, 2003, issued in conjunction with an agreement with Dishnetwork,
              Inc.  (Dish).  At December  31, 2001,  none of the  warrants  were
              issued as Dish had not met  performance  requirements  pursuant to
              the agreement.

NOTE 10 - SIGNIFICANT TRANSACTIONS AND EVENTS

         During the year ended  December  31,  2001,  the Company  entered  into
various agreements in conjunction with commencing its principal operations.  The
significant agreements are as follows:

o             Web site design agreement with Dreamaire Entertainment, Inc. under
              which the Company  agreed to pay $8,000 for  design,  construction
              and maintenance of the web site.

o             Carrier Internet  Protocol Service  agreement entered into January
              18, 2001 for a period of one year.

o             Customer  Relationship  Management  Agreement  providing  for  the
              furnishing  of customer  relationship  management  services  for a
              period of two years through June 2003.

                                     F - 16

<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - SIGNIFICANT TRANSACTIONS AND EVENTS (CONTINUED)

o             Strategic  Alliance  Agreement  with  Dish for a two  year  period
              through  August 2003 wherein  Dish agrees to market the  Company's
              telecommunications   products  to  Dish  customers  utilizing  the
              Company's BlueKiwi telephone service.

o             Advertising services with Premiere Radio Network,  Inc. (Premiere)
              for a two year period through June 2003 whereby Premiere agrees to
              advertising  the  Company's  products  for  $6,000,000  per  year,
              payable  in  advance  in the form of  $3,000,000  in common  stock
              (500,000  shares  valued at $6.00 per  share)  and  $3,000,000  in
              prepaid long distance services.  The Company charged to operations
              in 2001 the $3,000,000 value of the shares issued.

o             Advertising  services  with News USA for  editorial  placements in
              newspapers and radio stations for 1,200,000  shares of the Company
              in common stock, valued at $2,220,000. As of December 31, 2001, no
              advertising services had been provided and the value of the shares
              issued was included in prepaid advertising.

o             Financial  public  relations  agreement  for a seven month  period
              through June 2002,  payable in shares of common stock and cash. As
              of December  31, 2001,  40,000  shares of common stock , valued at
              $70,000,  was  issued,  of which  $55,000 is  included  in prepaid
              expenses.

o             Letter of intent  with  Xener.com,  a South  Korea  company  whose
              co-president and CEO is an officer of the Company,  for forming of
              a joint  venture for use of Xener's VoIP network  solutions in the
              United States.

NOTE 11 - RELATED PARTY TRANSACTIONS

         Related party transactions are as follows:

o             Accounts  payable at December 31, 2001  includes  $54,952 due to a
              former  officer of the Company for salary and  expenses  due as of
              the date of his termination.

o             During  2000 and 2001,  the  Company  acquired  equipment  from an
              entity  owned by a  shareholder  of the  company  for  $27,715 and
              $7,288  respectively,  of which  $29,506  is due and  included  in
              accounts payable at December 31, 2001.

o             During 2000,  the Company  entered into a joint venture  agreement
              with  ATN  Korea,   LTD.  a  Company  whose   president/CEO  is  a
              founder/director of the Company (Note 5).

o             During 2000 and 2001, certain  officers/directors/founders  of the
              Company had loan transactions  with the Company as follows:  (Note
              6)

         o        $70,000 (2000) and $20,000 (2001) cash from a former officer.

         o        $77,500 (2000) cash from an  officer/director/founder of which
                  $9,290 and $1,000  were  repaid as of  December  31,  2000 and
                  2001, respectively.

                                      F-17


<PAGE>
                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS (CONTINUED)

         o        $55,000  cash  and  $80,433  expenses  paid on  behalf  of the
                  Company from an  officer/director/founder of which $63,200 was
                  repaid and $72,233 was  converted  to common stock at $.01 per
                  share in 2000.  An  additional  $79,750 cash was loaned to the
                  Company in 2001.

o             In 2000, an  officer/director/founder  of the Company  transferred
              equipment to the Company valued at $25,000 for 2,500,000 shares of
              common stock ($.01 per share).

o             Accrued  salaries at December  31,  2001,  includes  $617,693  and
              $582,426 due to each of two  officers/directors/founders  pursuant
              to their employment  agreements and $86,978 due to two officers of
              the Company.

NOTE 12 - INCOME TAXES

         At December 31, 2001, the Company had a net operating loss carryforward
         of  approximately  $7,059,000 that may be offset against future taxable
         income through 2021. These  carryforwards  are subject to review by the
         Internal Revenue Service.

         The Company has fully  reserved the $1,412,000 tax benefit of operating
         loss  carryforwards,  by a  valuation  allowance  of the  same  amount,
         because the  likelihood  of  realization  of the tax benefit  cannot be
         determined.  Of the total tax benefit,  $1,092,000 is  attributable  to
         2001.

         Temporary  differences  between the time of reporting certain items for
         financial  and tax  reporting  purposes  consists  primarily of accrued
         salaries and wages, stock issued for services,  intellectual  property,
         and merger and reorganization costs.

         There is no  current  or  deferred  tax  expense  for the  years  ended
         December 31, 2000 and 2001.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

         In February 2001, the Company entered into a  non-cancelable  lease for
         office  facilities in Memphis,  Tennessee.  Minimum  payments due under
         this lease are as follows:

                                Year ending December 31,

                        2002                              $ 65,868
                        2003                                10,978

         Rent expense for 2000 and 2001 was $126,878 and $63,705,  respectively.
In March 2002, the Company vacated the leased office space.

         The  Company  has  entered  into  various   employment  and  consulting
agreements to provide services to the Company as follows:

o             Employment  agreements with its chairman and  vice-chairman  for a
              five year  period  commencing  January 1, 2000 under which each of
              the individuals  will have a base salary of $250,000 and an annual
              bonus of 25% of the base salary. Additionally the individuals will
              receive  health  insurance,  auto  allowance  and  other  benefits
              pursuant to the agreements.

                                     F - 18
<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

o             Consulting  agreement  with  its  former  acting  Chief  Financial
              Officer and present  Director  of  Business  Operations  and Legal
              Officer  for  a one  year  period  commencing  January  20,  2000,
              renewable  monthly  thereafter,  providing  for a  weekly  rate of
              $1,000 and a bonus of 25% of 2000 compensation.

o             Employment  agreement  with an  individual  from whom the  Company
              acquired  intellectual  property (Note 4), providing for an annual
              salary of  $150,000  and a monthly  vehicle  allowance  of $1,000,
              effective September 21, 2000.

NOTE 14 - SEGMENT REPORTING

         In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
         Related  Information"  was issued,  which amends the requirements for a
         public enterprise to report financial and descriptive information about
         its reportable  operating segments.  Operating segments,  as defined in
         the pronouncement, are components of an enterprise about which separate
         financial  information is available and that are evaluated regularly by
         the Company in  deciding  how to allocate  resources  and in  assessing
         performance.  The financial  information  is required to be reported on
         the basis that is used  internally for evaluating  segment  performance
         and deciding how to allocate resources to segments.

         As of  December  31,  2001  the  Company  had  one  operating  segment,
         telecommunication services.

NOTE 15 - LEGAL PROCEEDINGS

(a)      James Crunk,  a former  employee of the Company  filed suit against the
         Company and two of its founders on July 20, 2001. Crunk alleges that he
         was hired as the  Chief  Financial  Officer  for the  Company,  under a
         contract  that  provided  certain  benefits.  Crunk alleges that he was
         induced  to  come  to  work  for  the  Company   through  a  series  of
         misrepresentations  about the  Company and the  benefits  that it would
         provide to Crunk.  Crunk  alleges  that he loaned  money to the Company
         that was  never  repaid.  He  alleges  further  that he was  terminated
         without  cause in  violation  of his  employment  contract and that the
         Company   terminated  him  because  he  threatened  to  expose  certain
         allegedly illegal conduct.  Crunk has alleged four causes of action: 1)
         Promissory  Fraud; 2) Breach of Contract;  3) Civil Violations of RICO;
         and 4) violations of the Tennessee  Public  Protection Act. Crunk seeks
         actual damages of $2,000,000, treble damages and attorney fees.

         The Company  acknowledges  that Crunk  loaned money to the Company that
         has not been repaid.  Beyond that the Company  considers Crunk's claims
         to be without  merit and  frivolous.  The parties  have  exchanged  the
         voluntary  disclosures  required  under  the  Federal  Rules  of  Civil
         Procedure. No other meaningful discovery has occurred.  Crunk has filed
         a Motion to compel the defendants to respond to the Plaintiff's pending
         discovery  requests and has sought a default judgement as sanctions for
         defendant's failure to respond.

         The Company  intends to defend the lawsuit  vigorously  when it has the
         funds to do so.  The case is  presently  set for trial on  October  28,
         2002.

(b)      On February  27,  2002,  CNM Network,  Inc.  sued the Company  alleging
         unpaid  invoices  of  approximately   $500,000  for  telephone  service
         provided to customers of the Company.  CNM Network,  Inc.  discontinued
         service to the  customers of the Company on January 26,  2002,  leaving
         the Company no choice but to seek another network provider. The Company
         acknowledges  approximately  $367,000  of  services  but  is  disputing
         $133,000 as being charges,  which,  in the opinion of management,  were
         above the amount contracted for.

                                     F - 19
<PAGE>

                                   ATNG, INC.
                    (FORMERLY PATHOBIOTEK DIAGNOSTICS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 15 - LEGAL PROCEEDINGS (CONTINUED)

         The litigation is in its initial stages. The Company has retained legal
         counsel to answer the allegations before the deadline of June 12, 2002.
         The Company will deny the additional charges of $133,000 and expects to
         prevail in this matter.  In the opinion of the Company's legal counsel,
         this matter will most likely  conclude in an unfavorable  result to the
         Company  in the  amount  of  approximately  $261,366.  This  amount  is
         included in accounts payable at December 31, 2001.

         The Company is a party to various other lawsuits  brought  against them
         for  unpaid  services,  invoices  and  other  costs by  certain  of its
         vendors. A judgement was entered into against the Company in one matter
         in the amount of $37,951,  which amount is included in accounts payable
         at December 31, 2001.  There exists a reasonable  possibility  that the
         Company will not prevail in all these cases.

NOTE 16 - SUBSEQUENT EVENTS

(a)      Subsequent to December 31, 2001, the Company sold an aggregate  400,625
         shares  of  common  stock at a price of  $2.50 to $.25 per  share,  and
         received  $30,000  as a loan  from an  officer/director/founder  of the
         Company;  and issued an aggregate  1,985,000 shares,  valued at $.85 to
         $1.55 per share,  for  advertising,  financial  services and employment
         agreements.

(b)      On February 20, 2002,  the Company  entered into two "Purchase of Stock
         Agreements" ("the Purchase  Agreements")  with two unrelated  entities,
         Segment Data Management,  Inc. (SDM) and Asian Infolink,  Inc. (Asian).
         Under the terms of the Purchase Agreements, the Company agreed to issue
         400,000 shares of its common stock to SDM and 1,400,000 shares to Asian
         for all the outstanding shares of each of these entities.

         The  Purchase   Agreements   are  effective  as  of  January  1,  2002.
         Additionally,  in March  2002,  the  Company  entered  into  consulting
         arrangements  with  the  principals  of SDM and  Asian,  providing  for
         approximately  $200,000 and $300,000,  respectively,  in services to be
         provided to the Company,  payable in 160,000 (SDM) and 240,000  (Asian)
         shares of the Company's common stock, and cash.

                                     F - 20

<PAGE>

                                  EXHIBIT 10.2


<PAGE>
                                    PREMIERE
                                 RADIO NETWORKS
                       15260 VENTURA BOULEVARD FIFTH FLOOR
                       SHERMAN OAKS, CALIFORNIA 91403-5339
                       TEL. 818.377.5300 FAX. 818.377.5333
                                PREMIERERADIO.COM

June 5, 2001

Mr. E. Robert Gates, Ph.D.
Vice Chairman
ATNG, Inc.
6401 Poplar, Suite 330
Memphis, Tennessee 38119

To the Board of Directors of ATNG Corporation

     Re: ATNG, Inc. Sale and Exchange of Common Stock and Long Distance services
     in  Consideration  for  Advertising:  $3,000,000  Stock and $3,000,000 Long
     Distance Services per year for two (2) years, with a three (3) year option.

Gentlemen:

This will  confirm the  following  agreement  between  ATNG,  INC.  ("ATNG") and
Premiere Radio Networks, Inc. ("Premiere").

The total cost of this  Advertising  campaign is $6,000,000 per year for two (2)
years.  The gross  purchase  price for  Advertising  is  $3,000,000 in Stock and
$3,000,000 in Long Distance  Services per year is firm and  non-cancelable.  The
Initial Long Distance  Services  shall begin after 90 days from the date of this
agreement.  The initial proposed Advertising schedule for $5,626,900 is attached
as exhibit "A". The remaining  advertising time will be priced at the prevailing
market rates when written order is received by Premiere.  This  advertising time
is to be used by two (2)  years  from the date of this  agreement.  The scope of
this agreement can be increased by mutual agreement of both parties expressed in
writing.

During  the  course of this  campaign  there may be  Instances  where  some ATNG
commercials may have to be pre-empted or adjusted from week to week Every effort
will be made to maintain the schedule within each network as outlined In Exhibit
A, or within other acceptable networks.  Regardless of commercial movement among
networks,  the overall  number of Gross  Impressions  will be  achieved,  (These
situations  are of a  non-material  nature)  All  commercial  copy is subject to
approval  by  Premiere  and the  individual  show host Copy Is required to be at
Premiere two weeks in advance of scheduled  flight  weeks  Premiere  Advertising
cannot  be  assigned  or  transferred;  it is for  the  exclusive  use  of  ATNG
campaigns, except as mutually agreed.

At the  end of each  month,  ATNG  will  be  provided  a  notarized  performance
affidavit detailing the number of commercials by network. An estimated number of
gross impressions will be provided for each schedule when booked.

Prepayment  for the first year of this agreement will be $3,000,000 in Stock and
$3,000,000 in prepaid Long Distance  Services  credits issued to Premiere and/or
assigns,  in advance of the first  Broadcast  schedule;  and for each  following
calendar quarter thereafter,  ATNG and Premiere will make a determination of the
scope of that quarter's broadcast schedule, and calculate the


<PAGE>

remainder of the prior quarter's  prepayment of stock and Long Distance services
if any, to be applied to the amounts  established  in writing for that following
quarter  by  ATNG  and  Premiere,  until  the  full  amount  of  this  agreement
($12,OOO,OOO) in Advertising has been consumed. Premiere will be responsible for
paying  the  consulting  fees  and  agency  fees  due on this  agreement  out of
Premiere's share of stock and Long Distance as follows; two and one half percent
to Millennium  Capital Quest,  two and one half percent to TICO, five percent to
X-It Marketing,  LLC and ten percent to United  Broadcast  Sales, for a total of
twenty percent.  The remaining  eighty percent will be issued to Premiere and/or
assigns.

This  agreement  is for two (2) years with a three (3) year option to renew upon
terms to be agreed upon by both ATNG and Premiere. Any changes to this agreement
must be agreed to in writing and signed by both parties.

Concurrent  with the execution of a copy of this  agreement,  ATNG will issue to
Premiere, as an initial prepayment, 5OO,OOO shares of ATNG's common stock at the
price of $6.00 plus  prepaid  Long  Distance  services  credits in the amount of
$3,000,000  with a combination to be determined by both parties of the Blue Kiwi
product and Long Distance at the rate of six (6) cents per minute  regardless of
contiguous  domestic  destination of call. As  consideration  for this stock and
Long Distance Services,  Premiere will simultaneously  issue credits to ATNG for
commercial  advertising  time on its national  radio  programs at the prevailing
market rates.  Under separate cover,  Premiere will detail the recipients of the
current  500,000  shares of stock to be  issued.  The  business  portion of Long
Distance  will  be used by  Clear  Channel  Companies,  and can be  assigned  by
Premiere,  subject to ATNG  approval not  unreasonably  withheld.  Also based on
ATNG's approval not unreasonably withheld, the Blue-Kiwi product can be packaged
in twelve-month certificates and assigned by Premiere for sale to individuals on
a non-cash  barter basis in Premiere's  barter system,  at a value that supports
ATNG'S current pricing structure.

As the  advertising  is accessed over time,  the ratio of stock to Long Distance
wi11 be adjusted to back-load the Long Distance so Premiere will take more stock
at the beginning of the contract,  and more Long Distance  toward the end of the
contract,  as agreed to in writing on a quarterly  basis. It is anticipated that
at the midpoint time-line of the contract there will be an equal amount of stock
and Long Distance  dollars.  ATNG will supply monthly  invoices pricing usage by
Premiere against Long Distance credits issued.

The prepayment in stock prior to ATNG being publicly  traded is at the ATNG most
current Private  Placement  Memorandum price of $6.00 per share.  ATNG will be a
publicly  traded  company by June 30,  2001 and  expects  it's stock to commence
trading above the PPM price. Subsequent payments in stock after ATNG is publicly
traded  will be Rule  144  stock,  with  piggyback  registration  rights  at the
prevailing  trading price measured as the average price for the last five public
market trading days, in the last calendar quarter prior to the quarter for which
prepayment is due for advertising services.

The common  stock  will have the same  pre-emptive,  voting and other  rights as
attached to all other common stock of ATNG.

The common stock will be fully paid for,  non-assessable  and issued  subject to
all the rules promulgated by the SEC under Rule 144, as restricted stock. In the
case of a  subsequent  stock  registration  by ATNG,  under  any form  under the
Securities  Act of 1933,  both  Premiere  and  assignees of such stock will have
piggyback  registration  rights  at the  expense  of ATNG,  subject  to the same
conditions  as other  stock,  and at such time  shall have  registered  stock no
longer subject to Rule 144.

ATNG will  consider at  Premiere's  request a seat on ATNG'S Board of Directors,
after one year.

Any press releases issued by either ATNG or Premiere must have pre-approval from
the other entity, in writing, before being released for publication.

<PAGE>

Both  Premiere  Radio  Networks,  Inc. and ATNG shall deal in good faith,  using
commercially reasonable efforts as to all aspects of this agreement.

Please  sign and retain a copy of this  letter,  return  one signed  copy to me,
whereupon this sale and exchange of common stock and long distance  services for
advertising  time will  become  effective  and binding on both  parties.  Please
provide  Roberto  Crawford,  at  Premiere  Services  Group,  with a copy of this
executed agreement.

Agreed and accepted:
for Premiere Radio Networks, Inc. by



/s/Kraig T. Kitchin
Kraig T. Kitchin
President                                    Date: June 18, 2001

Agreed and accepted:
ATNG

/s/E. Robert Gates
Mr. E. Robert Gates, Ph.D.
Vice Chairman
ATNG, Inc.
Date: 6-5-01


<PAGE>

                                  EXHIBIT 10.3
<PAGE>

                          STRATEGIC ALLIANCE AGREEMENT

This Agreement is made by and between ATNG, Inc. ("ATNG"),  a Nevada Corporation
having an office at 6401 Poplar Avenue,  Suite 3360,  Memphis,  Tennessee  38119
and, Dishnetwork,  Inc., a Nevada Corporation,  operating a business at 177 East
7th Street, Carson City, NV 89701 ("DISH").

                                    RECITALS

A.   ATNG is providing  Telecommunications  Products and Services and desires to
     provide  Telecommunications  products  and  services to  customers  through
     authorized resellers,  agents and also through other distribution channels;
     and,

B.   DISH is in the business of providing  satellite  television products direct
     to consumers  and through its dealer  network and agrees to use said dealer
     base to market ATNG products  currently  known as BlueKiwi  (tm)  unlimited
     usage flat rate long distance  calling plans for residential  customers and
     other products as they may be developed.

C.   ATNG and DISH  mutually  agree  that a  strategic  alliance  is in the best
     interests  of both  parties  and  desire to enter  into this  Agreement  to
     further their business relationship.

     NOW THEREFORE,  the parties in  consideration  of the mutual  promises made
herein,  the receipt and sufficiency of which is hereby  acknowledged,  agree as
follows:

1.   RELATIONSHIP OF THE PARTIES

     1.1 APPOINTMENT:  As a portion of this Agreement, ATNG hereby appoints DISH
as an authorized  agent for the sale of ATNG's  Telecommunications  Products and
Services  within the  Territory  subject to the terms and  conditions  contained
herein.  (The  "Territory" is defined in Exhibit A, which is fully  incorporated
herein).  DISH accepts  appointment as an authorized agent as contained  herein.
The agency created hereby shall extend to the sale of ATNG's  Telecommunications
Products and Services only, and shall not be construed as a general agency. This
agreement  shall be considered to create a strategic  alliance  strictly for the
purposes  provided herein and shall not be considered to create a joint venture,
partnership  or any other legal  relationship  between the parties  where either
party shall share or be responsible  for the debts and  liabilities of the other
party,  nor shall this Agreement be construed as making either party an Agent of
the other  party  beyond the extent  expressly  provided  in and limited by this
Agreement,  or as giving the right of one party to legally bind the other in any
manner or be able to incur debts and liabilities on behalf of the other. For the
purpose of this Agreement, ATNG's Telecommunications Products and Services shall
be limited to  products  and  services  listed in section  2.1 of Exhibit A. All
commissions   earned   under   this   agreement   shall   be  for  the  sale  of
Telecommunications Products and Services.

     1.2 TERM:  The Term of this  Agreement  shall begin on August 8, 2001,  and
shall expire on August 7, 2003,  unless  earlier  terminated  under the terms of
this agreement or extended by

                                                       Initials: /s/GS
                                                                 /s/RL

<PAGE>

year  period  at  the   anniversary   date  August  7th  of  this  Agreement  is
automatically renewed for one (1)

     1.3 DISH PERSONNEL:  Neither DISH nor its employees or dealer base are ATNG
employees,  and DISH assumes full  responsibility for its employees' acts, daily
direction  and  control.  DISH  shall  inform  its  employees  that they are not
entitled  to the  provisions  of any ATNG  employee  benefits.  ATNG will not be
responsible for workers compensation disability benefits, unemployment insurance
and withholding income taxes and social security taxes for said personnel.

2.   DISH RESPONSIBILITIES

     In  consideration  for being  appointed as an agent of ATNG, DISH agrees to
the following responsibilities:

     2.1  SALES  AGREEMENT:  DISH  shall  use its best  efforts  to sell  ATNG's
Telecommunications Products and Services.

     2.2 IDENTIFICATION: DISH shall identify itself at its sole discretion as an
Authorized   agent  of  ATNG  in  the   performance   of   DISH's   duties   and
responsibilities  hereunder.  Such authorized agent designation shall cease with
the termination or expiration of this Agreement.  DISH shall not identify itself
as having any other relationship with ATNG.

     2.3 DISH'S EMPLOYEES AND SUBAGENTS:  DISH may employ others to assist it in
its efforts under this agreement. DISH may use sub-agents for the sale of ATNG's
Telecommunications Products and Services.

     2.4 SALES  ACTIVITY:  DISH shall  employ  only the  highest  quality  sales
techniques to market ATNG's Telecommunications  Products and Services including,
but not limited to the following:  Providing  demonstration  of ATNG's telephone
service,  explaining  its  benefits,  explaining  the  terms and  conditions  of
purchase.

     2.5 CUSTOMER  PROVISIONING:  DISH shall provide  ATNG, on a daily basis,  a
computer record of the daily activity of all DISH customers who subscribe to the
BlueKiwi  (tm)  telephone  service.  Such record to contain  the name,  address,
telephone number,  credit card type, number and expiration date of all customers
who  subscribe  for the service or  terminate  the  service.  ATNG shall use the
computer record to activate  service and to de-activate  service to the customer
and for  reconciliation  purposes  of  amounts  due ATNG by DISH.  The net daily
payment shall be  accumulated  the week and the net amount due through the close
of business on each Friday will be remitted to ATNG by check or wire transfer no
later than by 10:00 AM Eastern Standard Time on Monday of the following week.

                                                      Initials: /s/GS
                                                                /s/RL

                                        2


<PAGE>
     2.6 CUSTOMER RELATIONS: DISH shall be governed in all dealings with members
of the public by the highest standards of honesty,  integrity and fair dealings,
and shall do nothing which would tend to discredit,  dishonor, reflect adversely
upon or in any other manner  injure the  reputation  of ATNG.  DISH shall at all
times faithfully, honestly and diligently perform its obligations hereunder, and
shall  continuously  exert its best  efforts to promote  and  enhance the use of
ATNG's Telecommunications Products and Services.

     2.7  COMPLIANCE  WITH LAWS,  PROCEDURES AND GOOD BUSINESS  PRACTICES:  DISH
shall at all times conduct its  communications  business in compliance  with all
applicable laws and regulations of the federal, state and municipal governments,
all procedures established by ATNG and DISH and ethical business practices.

     2.8  ADVERTISING  AND  PROMOTION:  ATNG  may  from  time to time  establish
standards for all advertising, promotional, and customer training materials used
or  distributed  by DISH which  relate to the  Telecommunications  Products  and
Services  offered by ATNG.  Such  standards  will be limited to factual  matters
pertaining  to ATNG's  Telecommunications  Products  and Services and use of the
ATNG  Marks.  Failure  of DISH to abide by such  standards  shall be a  material
breach of this  Agreement.  All  materials  with the ATNG's name or logo must be
submitted  for review and approval by ATNG a minimum of ten (10)  business  days
prior to distribution or production.

3.   ATNG'S RESPONSIBILITIES

     3.1 TELECOMMUNICATIONS PRODUCTS AND SERVICES: ATNG shall be responsible for
providing  products and operating an internet or telephone  service system(s) in
the Territory;  securing, if appropriate,  the necessary regulatory approvals to
the operate service system(s),  as required;  and establishing the rates, terms,
and  conditions  for the sale of products & services to ATNG's  Customers.  ATNG
MAKES NO  WARRANTY,  EITHER  EXPRESS OR IMPLIED  INCLUDING  WITHOUT  LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE.

     3.2  CUSTOMERS:  Upon  approval by ATNG of an order for  Telecommunications
Products and Services,  the person or entity ordering such products and services
shall  become a  customer  of ATNG for  those  Telecommunications  Products  and
Services  offered and sold by ATNG.  ATNG shall  provide the  Telecommunications
Products and Services,  subject to any  restrictions  or  limitations  set forth
herein,  to such  customer.  DISH  shall  be  responsible  for the  billing  and
collection of all charges for  Telecommunications  Products and Services for any
new customers DISH acquires for ATNG services.

     3.3  COMMISSIONS:  In consideration  for obtaining  approved Service Orders
from  Customers,  DISH  shall pay to ATNG  wholesale  pricing  for  services  as
contained in EXHIBIT A.

                                                      Initials: /s/GS
                                                                /s/RL

                                        3

<PAGE>

DISH shall be responsible for all commissions,  fees, charges, taxes or wages to
any employees of DISH; and for the commission and fees of the DISH's sub-agents.

     3.4 BILLING AND COLLECTIONS: DISH shall be responsible for verifying credit
information  and for  the  billing  and  collection  from  DISH's  customers  or
potential customers, of any money or charges for the Telecommunication  Products
and Services provides by ATNG. ATNG shall have no right or obligation to bill or
collect from DISH's  Customers or potential  Customers  any money or charges for
the Telecommunications Products and Services provided or to be provided by ATNG,
while agreement is in force.

     3.5 ADVERTISING AND SALES SUPPORT:  ATNG may provide  advertising and sales
support to DISH under this  Agreement.  That support may include the  following,
some of which  will be  offered  at no cost to DISH  and  some of  which  may be
charged  to DISH  with  DISH's  prior  approval,  at ATNG's  costs;  Promotional
literature,  sales  brochures,  sales and product support,  sales training,  and
training in  administrative  procedures  and system  operating  characteristics.
Support  materials will be provided,  as ATNG deems  appropriate  and necessary.
Advertising  and  sales  support  provided  by  ATNG to DISH  shall  cease  upon
notification of termination of this AGreement by either party.

     3.6 LIMITATION OF LIABILITY AND REMEDY: IN NO EVENT SHALL ATNG BE LIABLE TO
DISH FOR ANY LOSS OF PROFIT,  REVENUE,  OR  GOODWILL  OR FOR ANY  CONSEQUENTIAL,
INCIDENTAL,  OR  ECONOMIC  LOSSES OR DAMAGES  INCURRED  OR  SUFFERED  BY DISH OR
CUSTOMERS  ARISING  OUT OF  ERRORS  OR  MALFUNCTIONS  IN THE  TELECOMMUNICATIONS
PRODUCTS OR SERVICES,  OR THEIR USE OR  INABILITY TO USE THE  TELECOMMUNICATIONS
PRODUCTS OR  SERVICES,  OR ARISING AS A RESULT OF OR RELATED TO THIS  AGREEMENT,
EVEN IF ATNG HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH LOSS OR DAMAGE.  DISH
AGREES THAT THE TOTAL  LIABILITY OF ATNG FOR ALL CLAIMS OF ANY KIND ARISING AS A
RESULT OF OR RELATED TO THIS  AGREEMENT,  WHETHER  ARISING  IN  CONTRACT,  TORT,
(INCLUDING  WITHOUT  LIMITATION STRICT LIABILITY AND NEGLIGENCE),  OR OTHERWISE,
SHALL BE LIMITED TO REPAIR OF THE  TELECOMMUNICATIONS  PRODUCTS OR SERVICES, OR,
IF THE SAME IS  COMMERCIALLY  IMPRACTICAL,  THE TOTAL LIABILITY TO ATNG SHALL BE
LIMITED TO THE RETURN OF ALL SUMS PAID BY CUSTOMER TO ATNG  ATTRIBUTABLE  TO THE
TELECOMMUNICATIONS  PRODUCTS OR SERVICES  AFTER  NOTICE FROM DISH TO ATNG OF THE
ACT OR OMISSION GIVING RISE TO DISH'S CLAIM OR VICE VERSA.

                                                      Initials: /s/GS
                                                                /s/RL
                                        4

<PAGE>
4.   GENERAL PROVISIONS

     4.1 DISH  REPRESENTATIONS:  DISH represents and warrants that the execution
and  performance of this Agreement will not conflict with or result in breach of
any other agreement or contract to which DISH is a party.  DISH further warrants
that it is not subject to any limitation or  restriction,  which would prohibit,
restrict or impede DISH's performance hereunder.

     4.2 TERMINATION OF AGREEMENT: Either party, after 30 days written notice of
breach  of  this  Agreement  and  opportunity  to cure  same,  may  cancel  this
Agreement.

     4.3 ATNG AS LICENSEE:  No provision of this Agreement shall be construed as
vesting in the DISH any control  whatsoever in any  facilities and operations of
ATNG. DISH shall not represent  itself as a federal or state certified  licensee
for ATNG's Long Distance Telephone Service in the Territory.

     4.4 COMPETITION:  DISH acknowledges that ATNG will, wither directly through
its own direct sales organization, or through other Agents or resellers, promote
and sell telecommunications products and services to customers in the Territory.
ATNG shall not in any manner contract for telecommunication products or services
obtained by DISH or by any other DISH  agent.  DISH  acknowledges  that ATNG has
made no  representations  about the profit DISH will make as an authorized agent
of ATNG's and DISH assumes all risks for profitability under this Agreement.

     4.5 MAJOR  ACCOUNTS:  DISH  acknowledges  that ATNG,  as a direct seller of
Telecommunications  products or services  will be  soliciting  customers  in the
Territory.  ATNG may publish a list of it major accounts from time to time. DISH
agrees  not to  interfere  with  ATNG's  relationship  with these  customers  by
attempting  to solicit them  directly or  indirectly,  either while and Agent of
ATNG or after  DISH's  relationship  with ATNG has  ended.  The  customer  lists
provided  under  the  terms  of  this  section  are  to  be  considered   highly
confidential and therefore subject to Section 4.11 below.

     4.6  TRADEMARKS  AND RELATED  MATTERS:  DISH may use ATNG's  trademarks  or
service marks (individually or collectively the "Marks") as mutually agreed.

     4.7  INDEMNIFICATION:  DISH agrees to indemnify and hold ATNG harmless from
any  and  all  liability,  loss,  claim,  damage,  cost  or  expense  (including
reasonable attorneys' fees and expenses) arising out of claims made against ATNG
or damages  suffered by ATNG, as the result of any material failure by the party
so indemnifying to perform its obligations hereunder.

     4.8 SURVIVAL OF  OBLIGATIONS:  Termination  of this Agreement for any cause
shall not release  DISH from any  liability or  obligation  to ATNG which at the
time of termination has already  accrued to ATNG or which  thereafter may accrue
in respect to any act or omission prior to termination.  All obligations of DISH
which expressly or by their nature survive the expiration or

                                                      Initials: /s/GS
                                                                /s/RL

                                        5


<PAGE>
termination  of  this  Agreement   shall  continue  in  full  force  and  effect
notwithstanding its expiration or termination,  until they are satisfied in full
or VISE VERSA.

     4.9 Press Releases:  Neither party will issue any press release  mentioning
the other party without prior written approval.

     4.10  DISH  reserves  the  right to set its own  price  levels  on  bundled
services that include ATNG's services,  so long as the proposed pricing does not
adversely affect ATNG's BlueKiwi (tm) service pricing.

     4.11 NOTICES:  Except as otherwise provided in this Agreement,  all notices
required or  permitted  to be given shall be in writing and shall be presumed to
be valid if sent by registered  mail via United States Postal  Service  prepaid,
addressed as follows:

If to ATNG:    ATNG, Inc.
               Vice President of Sales
               6401 Poplar Street, Suite 330
               Memphis, Tennessee 38119

If to DISH:    Dishnetwork, Inc.
               177 East 7th Street
               Carson City, NV  89701

     Any party  hereto  may change  its  address by a notice  given to the other
party in the manner set forth above.  Notices given as herein  provided shall be
considered  to have been received  five (5) days after the mailing  thereof,  or
when actually received, whichever occurs first.

     4.12  ASSIGNMENT:  ATNG may not directly or indirectly  assign or otherwise
transfer  in any  manner  any of its  rights  or  obligations  pursuant  to this
Agreement to any person or entity  without the prior  written  approval of DISH,
which consent shall not be unreasonably  withheld,  DISH  acknowledges that ATNG
has  entered  into  this  Agreement  in  reliance  upon the  DISH's  application
information, and the character, business experience and ability of DISH and that
the rights are duties created by this  Agreement are personal to DISH.  DISH may
not directly or indirectly assign or otherwise transfer in any manner any of its
rights or obligations to any person or entity without the prior written approval
of ATNG, which consent shall not be unreasonably withheld.

     4.13 NO  SOLICITATION:  DISH and ATNG  mutually  agree not to solicit  each
others'  customers,  whether  or  not in  existence  at the  beginning  of  this
Agreement.

     4.14 WAIVE:  Neither DISH nor ATNG shall be deemed to have waived any right
or option under this Agreement,  including the right to demand exact  compliance
or to declare a breach of the  Agreement,  by virtue of any  contrary  custom or
practice of the parties. Failure of DISH or

                                                      Initials: /s/GS
                                                                /s/RL

                                        6

<PAGE>

     ATNG to enforce a  provision  of this  agreement  on one or more  occasions
shall not  prohibit  the  enforcement  of that same  provision  on a  subsequent
occasion.  Failure,  neglect or refusal to exercise  any right or to insist upon
exact  compliance  with respect to one or more other  authorized  agents of ATNG
shall not excuse nonperformance by this Agent.

     4.15 SEVERABILITY AND SUBSTITUTION OF VALID  PROVISIONS:  Each provision of
this  Agreement  shall be  considered  severable,  and if a provision is for any
reason held to be invalid all remaining provisions shall be enforceable.  If any
provision of this  Agreement is held to impose a restriction  upon DISH which is
unenforceable in scope but could be made enforceable by limiting the scope, DISH
and ATNG agrees to a modification of the invalid or  unenforceable  provision to
the extent required for enforceablity.

     4.16 EXECUTION:  This Agreement may be executed in multiple copies, each of
which shall be deemed an original.

     4.17  EFFECTS OF  HEADINGS:  Headings to articles  and  paragraphs  of this
Agreement  are to  facilitate  reference  only,  do not  form  a  part  of  this
Agreement, and shall not in any way affect the interpretation hereof.

     4.18 GOVERNING  LAW: All  provisions of this Agreement  shall be construed,
given  effect,  and enforced  according to the laws of the State of Nevada.  All
proceedings  shall be held in Carson City,  NV. The prevailing  party shall,  in
addition to costs and  expenses  provided by law, be entitled to all  reasonable
attorneys' fees and costs incurred in enforcing the terms of this Agreement.

     4.19 ENTIRE AGREEMENT;  AMENDMENTS:  ATNG and DISH have read this Agreement
and all of its  exhibits and  understand  and accept the terms,  conditions  and
covenants  contained  herein as  necessary  to  maintain  ATNG's  high  business
standards and to protect the goodwill of ATNG and its Marks. Neither party shall
be  bound  by any  representations  made by any of its  officers,  employees  or
agents,  which are contrary to the terms of this  Agreement.  This Agreement and
its  Exhibits  set  forth the  entire  understanding  between  the  parties  and
supersedes all previous agreements,  arrangements and understanding  between the
parties,  whether  verbal or written,  and may not be amended  except in writing
signed by authorized representatives of both parties.

                                                      Initials: /s/GS
                                                                /s/RL

                                        7

<PAGE>

IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the date
set forth below their respective names:

ATNG, Inc.                                   Dishnetwork, Inc.
A Nevada corporation                         A Nevada corporation


By:/s/Mr. George M. Singer                   /s/Mr. Rick Le Mar
Mr. George M. Singer                         Mr. Rick Le Mar

Its: President and COO                       Its: Director of Operations
Date: 8/8/01                                 Date: 8/11/01
                                             SS/EIN Number:________
                                             Contact Name: Mr. Rick Le Mar
                                             Contact Phone Number: 3690-573-2663
                                             Contact Fax Number: 360-573-2728





















                                                      Initials: /s/GS
                                                                /s/RL

                                        8


<PAGE>

                                  EXHIBIT "A"
                    ADDENDUM TO STRATEGIC ALLIANCE AGREEMENT


1.   Territory:

DISH may attempt to sell ATNG products anywhere in the continental United States
of America, acknowledging that service areas are limited.

2.  Commission:  Wholesale  cost of  services  will be paid by DISH to ATNG  the
balance to be ] construed as "Commissions".

2.1 Wholesale pricing will be $27.96 on Residential accounts.  Wholesale pricing
on other services to be determined.

2.2  CANCELLATION  OF COMMISSIONS.  Commissions  will be paid in accordance with
Paragraph 2.1 of Exhibit A so long as DISH  continues in the business of selling
ATNG products and services.  If DISH  discontinues  selling  services offered by
ATNG, DISH will continue to receive monthly  commissions for a period of 3 years
after the last day of sales of said services.

2.4  CHARGE-BACK  FOR  COMMISSIONS.  In the event a  Customer  charges  back any
BlueKiwi (tm) payment to DISH,  or if DISH grants a refund to an ATNG  Customer,
DISH will have the right to charge back to ATNG any Wholesale payment or portion
thereof,  which was charged back or refunded to Customer.  All  charge-backs  to
ATNG will be debited against Wholesale  payments due to ATNG. Should ATNG be due
no Wholesale  payment,  DISH may collect the amount of any charge-back  directly
from ATNG. DISH shall timely include information relating to said charge-back in
its  daily  informational  reporting  to  ATNG to  allow  ATNG  to  refuse  said
charge-back.  If the  charge-back  is  determined  by ATNG to be  improper,  the
charge-back  shall be disallowed any amount of charge-back  debited against ATNG
shall be restored.

2.5  Other consideration for this Agreement between ATNG and DISH:

     ATNG agrees:

     a.   It will tag its  advertisements  "sign-up  today  and  receive  a free
          satellite system  installed free" as soon as is practicable.  Further,
          ATNG will deliver leads it collects,  regarding  Customers  requesting
          the free satellite system, to DISH in a timely manner.

     b.   To grant to DISH warrants for 100,000  shares of its common stock at a
          Strike  Price  of $7.20  for  each  share  of  common  stock  upon the
          execution of this Agreement.

     c.   To grant  warrants for 500,000  shares of its common stock at a Strike
          Price of $7.20 for each share of common stock when DISH has  increased
          the number of  ATNG/Blue  Kiwi (tm)  Customers  by  500,000.  For each
          addition of 250,000  ATNG/Blue  Kiwi (tm)  Customers,  ATNG will grant
          warrants for an additional  250,000  shares of its common stock with a
          Strike Price of $7.20 for each share of common stock.  Warrants issued
          pursuant  to this  Agreement  will remain in effect for five (5) years
          from the date issued. The maximum number of shares subject to warrants
          to be granted pursuant to this Agreement is 5,000,000.

     d.   It will not  knowingly  approach  DISH's  dealer base or enter into an
          agreement similar in nature to this Agreement.

DISH agrees:

     a.   It shall use its dealer  base to sell and market  ATNG/Blue  Kiwi (tm)
          products  (defined as "Unlimited Usage Flat Rate Long Distance calling
          plans for  residential  customers"  and other  products as they may be
          developed.).

                                                      Initials: /s/GS
                                                                /s/RL

                                        9
<PAGE>

     b.   It shall supply mini-dish satellite systems to end user ATNG/Blue Kiwi
          (tm) Customers to include:

          *Use of the system;
          *Shipping;
          *Activation;
          *First Month's Programming/Service free;
          *Professional Installation for free anywhere in the continental United
     States  in  areas  that  are  part of the  DISH  professional  installation
     network;

               *RESTRICTION:  Customers  must  qualify  for free system with the
          following points:

               *    Must be a First Time DISH Customer;
               *    Credit  Criteria to include only that the Customer must have
                    a valid major credit card (or Debit Card  containing a Major
                    Credit Card Logo, with a $50 balance);
               *    Must maintain minimum  programming of $35.99 per month for a
                    minimum  of 12  consecutive  months - "DISH's  Digital  Home
                    Plan".

     c.   It shall pay ATNG Twenty Five Dollars ($25) for each satellite  system
          placed pursuant to this Agreement,  reserving the right to charge-back
          monies paid to ATNG if the DISH  customer  does not fulfill the above-
          outlined requirements.  Payment of said monies to ATNG shall be on the
          same schedule as that applied to DISH payments.

ATNG, Inc.                                   Dishnetwork, Inc.
A Nevada corporation                         A Nevada corporation


By:/s/Mr. George M. Singer                   /s/Mr. Rick Le Mar
Mr. George M. Singer                         Mr. Rick Le Mar

Its: President and COO                       Its: Director of Operations
Date: 8/8/01                                 Date: 8/10/01


                                                     Initials: /s/GS
                                                               /s/RL

                                       10


<PAGE>

                                  EXHIBIT 10.4


<PAGE>
NEWS USA
November 12, 2001

ROBERT GATES - President
ATNG Inc.
6401 POPLAR Avenue #330
Memphis, TN 38119

Re. 40,000 Story Placements Guaranteed

Dear Robert,

We will guarantee to you a minimum of 40,000  editorial  placements in newspaper
and radio  stations  which will  Consist  of: 52 tabloid  Pages(8  assorted-size
stories) to 10,250 newspapers and 40 radio features to 6,600 radio stations(plus
as an added bonus feature we  distribute  the stories to 18,640 web sites) - the
Newspaper  and radio  exposure  alone is expected to have an  estimated ad value
equivalent of  approximately  $20 Million - at a cost of $7.2 million.  News USA
will do all the  writing,  editing and  scripting  to your  approval,  including
submit updated monthly clippings and reports of placement.

Under special arrangement, we would accept the following as payment: 1.2 million
shares of stock (R 144)  with  Piggyback  Registrations  Rights @ $6 per share =
$7.2 million

Client must issue stock  certificates that are non-cancelable for any reason and
issue the appropriate  attorney's opinion letter- to expedite the lifting of the
restriction  on the R144  stock  when  appropriate.  All  shares  are to include
piggyback registration rights upon the firm's next registration.

Upon  signing the first half of the shares  become due.  These  shares are to be
issued and received within 10(ten) business days. Shares are  non-refundable and
non-cancelable. Failure to deliver the shares when due shall trigger the balance
of the shares becoming due immediately.  The second half or the shams become due
upon copy  approval of the first story or 30 (thirty)  days,  which ever happens
first.

Should stock 20 day average trading price drop below the strike price and remain
below the strike  price for 20 (twenty)  consecutive  days.  News USA may at its
discretion  declare this contract in default and move to cure the demanding more
shares as remedy.  Or ceasing all work and keeping any shares it has received as
damages, at its discretion.

NYC 317 Madison Ave.                                   DC 7777 Leesburg Pike
Suite 1704 NYC 10017                                   Suite 307 South
1.888.563.5200                                         Falls Church VA  22043
                              www. newsusa.com         1.800.355.9500


<PAGE>
NEWS USA

Performance:
     A.   News USA must  generate the  guaranteed  40,000  placements or it will
          write  and  distribute  additional  storied  free,  until  our  40,000
          placement guarantee has been met.

     B.   Client will pay in accordance with the terms of this agreement or News
          USA will put all remaining  work on hold and be entitled to all shares
          due under the fill contract and all attorney and collection  fees plus
          1.5% interest per month paid in cash on cash  equivalent  value of the
          outstanding balance as indicated above. Once News USA will resume with
          the  fulfillment  of its  work as  specified  under  the  terms of the
          contract.

This  Agreement  is  made,  governed  and  judged  by the  laws of the  State of
Virginia.

Please  sign  and  fax  back  (212.758.9625)  this  letter.  A fax  copy of this
Agreement shall be treated as if an original and fully acceptable.

Sincerely,

/s/Richard D. Smith
Richard D. Smith - CEO

AGREED:                                              Client:
News USA Inc.

/s/Richard D. Smith                                  /s/E. Robert Gates
Richard D. Smith - CEO                               Robert Gates - President
FEDEX# 1136-1259-2                                   ATNG Inc.










NYC 317 Madison Ave.                                   DC 7777 Leesburg Pike
Suite 1704 NYC 10017                                   Suite 307 South
1.888.563.5200                                         Falls Church VA  22043
                              www. newsusa.com         1.800.355.9500