FORM 10-KSB





                    U. S. Securities and Exchange Commission
                             Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT UNDER Section 13 or 15(d) of the Securities Exchange Act of
1934 For the Fiscal year ended: December 31, 2002



                        Commission file number 000-26907

                                   ATNG, INC.
                        --------------------------------
                 (Name of Small Business Issuer in its charter)

Texas                                                       76-0510754
- ------                                                     ----------
State or other jurisdiction of                            IRS Employer ID Number
Incorporation or organization

17195 Silver Parkway, Suite 337, Fenton, MI 48430
- ------------------------------------------------------
(Address of principal executive offices)

Issuer's Telephone Number:                  (810) 714-1011

Securities registered under Section 12(b) of the Act: None
                                                      ----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$0.001 par value                                              (Title of class)

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

Yes  [X]    No [ ]

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 issuer'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 issuer's revenues for its most recent fiscal year: $0
                                                         --

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 19, 2003 was $200,443

The number of shares of Common Stock of the registrant outstanding as of March
19, 2003 was 39,495,858.

                   Documents Incorporated by reference: None.

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                                TABLE OF CONTENTS


                                     PART I


                                                                           Page
Item 1.  Description of Business.........................................      1

Item 2.  Description of Properties.......................................     10

Item 3.  Legal  Proceedings .............................................     11

Item 4.  Submission of Matters to a Vote of Security Holders.............     13


                            PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters.........................................................     13

Item 6.  Management's Discussion and Analysis of Operations or Plan of
         Operations .....................................................     14

Item 7.  Financial Statements............................................     15

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................     15

                           PART III


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

Item 10. Executive Compensation.........................................      19

Item 11. Security Ownership of Certain Beneficial Owners and Management.      20

Item 12. Certain Relationships and Related Transactions ................      21

Item 13. Exhibits, Financial Statements Schedules and Reports on Form
         on Form 8-K.....................................................     21

Item 14.     Disclosure Controls & Procedures...............................  21

Signature Page...........................................................     22



<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.
- ---------------------------------

HISTORY

Predecessor Companies:

     Investra Enterprises,  Inc. was incorporated under the laws of the State of
Florida  on March 4, 1999.  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.

     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 acquired Asian Infolink Inc. and Segment Data Management,  Inc.
as wholly owned  subsidiaries in February 2002. All assets and liabilities  were
acquired in exchange  for  1,800,000  shares of common stock valued at $1.55 per
share.  The  transaction  was  accounted for as a purchase and the excess of the
purchase  price over the net book value of assets  acquired has been written off
against operations.  The financial  statements for the period ended December 31,
2002  contain  the  financial   statements  for  the  companies  acquired.   All
intercompany balances and transactions have been eliminated in consolidation

     The Company provided 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.

     During the latter part of 2002 the Company was not able to raise sufficient
capital to continue its' business  objectives.  Therefore,  all operations  were
ceased, all employees  terminated and all assets written off and all liabilities
provided for in the financial statements at December 31, 2002. The Company is no
longer in  business  and is  determining  a course of action to either  file for
bankruptcy or attempt a reorganization and recapitalization.

     With no operating  capital,  the Company has become a dormant company.  The
Company's  current  business  plan is to seek,  investigate,  and, if warranted,
acquire one or more properties or businesses to enhance  shareholder  value. Any
business combination or transaction will likely result in a significant issuance
of shares and substantial dilution to present stockholders of the Company.

                                       1
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General Business Plan
- ---------------------

         The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of a corporation which is registered under the Securities Exchange Act of 1934
(the "Exchange Act"). The Company will not restrict its search to any specific
business; industry or geographical location and the Company may participate in a
business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
the Company's virtually unlimited discretion to search for and enter into
potential business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because the Company has
nominal assets and limited financial resources. See Item 7, "Financial
Statements." This lack of diversification should be considered a substantial
risk to shareholders of the Company because it will not permit the Company to
offset potential losses from one venture against gains from another.

         The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

         The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes that the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-Ks, 10-Qs or 10-KSBs, agreements and related
reports and documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the

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numerous filings relevant to complying with the Exchange Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data that would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities that may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services or trades;
name identification; and other relevant factors. Officers and directors of the
Company will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

         Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. However, if the Company does retain such an outside consultant
or advisor, any cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such obligation. There have been no contracts or agreements with
any outside consultants and none are anticipated in the future.

         The Company will not restrict its search to any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation or which is in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded or may
seek other perceived advantages which the Company may offer.

         It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, the Company's President
will pay these charges with his personal funds, as loans to the Company.
However, the only opportunity that the Company President has to have these loans

                                       3

<PAGE>

repaid will be from a prospective merger or acquisition candidate. The Company
President has agreed that the repayment of any loans made on behalf of the
Company will not impede, or be made conditional in any manner, on consummation
of a proposed transaction.

         Texas Revised Statutes provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities on behalf
of the Company, which can include liabilities arising under the securities laws.
Therefore, assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification.

Acquisition of Opportunities
- ----------------------------

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market may have a depressive effect on the value of the Company's securities in
the future.

         While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

          As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel

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<PAGE>

and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event that the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then-shareholders. If required to so do under
relevant law, management of the Company will seek shareholder approval of a
proposed merger or acquisition via a Proxy Statement. However, such approval
would be assured where management supports such a business transaction because
management presently controls sufficient shares of the Company to effectuate a
positive vote on the proposed transaction. Further, a prospective transaction
may be structured so that shareholder approval is not required, and the Board of
Directors may effectuate such a transaction without shareholder approval.

         The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

         As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-KSB (or 10-K, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.

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Competition
- -----------

         The Company will remain an insignificant participant among the firms
that engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Employees
- ---------

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities.

         The duties of the president include: (i) managing the administrative
duties of the Company; (ii) regulatory filings; (iii) communicating with
shareholders; (iv) identifying and analyzing investment opportunities; (v)
negotiating and structuring the proposed investments; (vi) drafting acquisition
agreements; (vii) preparing financial statements and completing financial audit
by an independent accountant; (viii) raising funds; (ix) retaining outside
professional services and (x) all other required functions. Under a
month-to-month agreement the Company has agreed to pay the president a
management fee of $5,000 a month for services rendered. See Item 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."

Investment Company Act of 1940
- ------------------------------

         The Company may participate in a business or opportunity by purchasing,
trading or selling the securities of such business. However, the Company does
not intend to engage primarily in such activities. Specifically, the Company
intends to conduct its activities so as to avoid being classified as an
"Investment Company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Act and the regulations
promulgated thereunder.

         Section 3(a) of the Investment Act provides the definition of an
"Investment Company" which includes an entity that engages or holds itself out
as being engaged primarily in the business of investing, reinvesting or trading
in securities, or that engages or proposes to engage in the business of
investing, reinvesting, owning, holding or trading "investment securities"
(defined as all securities other than government securities, securities of
majority-owned subsidiaries and certain other securities) the value of which
exceeds 40% of the value of its total assets (excluding government securities,
cash or cash items). The Company intends to implement its business plan in a
manner that will result in the availability of this exception from the
definition of "Investment Company." Consequently, the Company's participation in

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a business or opportunity through the purchase and sale of investment securities
will be limited. In order to avoid classification as an "Investment Company",
the Company will search for, analyze and acquire or participate in a business
opportunity by use of a method that does not involve the acquisition, ownership
or holding of investment securities.

         The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, which regulation has the purported purpose of protecting
purchasers of investment company securities. Since the Company will not register
as an investment company, its shareholders will not be afforded these purported
protections.

         The Company intends to vigorously resist classification as an
"Investment Company" and to take advantage of any exemptions or exceptions from
application of the Investment Act, which allows an entity a one-time option
during any three-year period to claim an exemption as a transient investment
company. The necessity of asserting any such resistance, or making any claim of
exemption, could be time-consuming and costly, or even prohibitive, given the
Company's limited resources.

Certain Risks
- -------------

         The Company's business is subject to numerous risk factors, including
the following:

         1. UNSUCCESSFUL OPERATING HISTORY OR REVENUE AND NO ASSETS. The Company
has had an  unsuccessful  operating  history nor any  revenues or earnings  from
operations,  All of its prior business efforts have failed to generate  profits.
The Company has no significant assets or financial resources.  The Company will,
in all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business  combination.  This may result in the
Company  incurring a net operating loss which will increase  continuously  until
the Company can  consummate a business  combination  with a profitable  business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.

         2. SPECUALTIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of
the Company's proposed plan of operation would depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

         3. SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial

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resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

         4. NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which the
Company would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination with
a business opportunity having no significant operating history, losses, limited
or no potential for earnings, limited assets, negative net worth or other
negative characteristics.

         5. CONTINUED MANAGEMENT CONTROL AND LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting limited time to
the business of the Company. None of the Company's officers has entered into a
written employment agreement with the Company and none is expected to do so in
the foreseeable future. The Company has not obtained key man life insurance on
any of its officers or directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of any of
these individuals would adversely affect development of the Company's business
and its likelihood of continuing operations.

         6. CONFLICT OF INTEREST - GENERAL. Certain officers and directors of
the Company may in the future participate in business ventures that could be
deemed to compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. The Company's Board of Directors has
adopted a policy that the Company will not seek a merger with, or acquisition
of, any entity in which management serve as officers or directors, or in which
they or their family members own or hold a controlling ownership interest.
Although the Board of Directors could elect to change this policy, the Board of
Directors has no present intention to do so. See Item 9, "Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act - Conflicts of Interest."

         7. REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections
13 and 15(d) of the Exchange Act require companies subject thereto to provide
certain information about significant acquisitions, including certified

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financial statements for the company acquired, covering one, two or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.

         8. LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.

         9. LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by the business opportunity or opportunities
that the Company merges with or acquires. The Company's inability to diversify
its activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

         10. REGULATION. Although the Company will be subject to regulation
under the Exchange Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar as the Company will
not be engaged in the business of investing or trading in securities. In the
event the Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance costs. The
Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject the Company to
material adverse consequences.

         11. PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's Common Stock will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Stock held by them,
or resign as members of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.

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         12. REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued shares of Common Stock of the
Company would result in a reduction in the percentage of shares owned by present
and prospective shareholders of the Company and may result in a change in
control or management of the Company.

         13. DISADVANTAGE OF BLANK CHECK OFFERING. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

          14. TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both parties to the
transaction.

         15. REQUIREMENT OF AUDITED FINANCAIL STATEMETNS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.

ITEM 2.  DESCRIPTION OF PROPERTY.
- ---------------------------------

         The Company has no property and at this time has no agreements to
acquire any properties. The Company intends to attempt to acquire assets or a
business in exchange for its securities which assets or business is determined
to be desirable for its objectives.

     The Company  currently  maintains an office at 17195 Silver Parkway,  Suite
337,  Fenton,  MI 48430 . The Company  pays $750 per month for an office and all
related expenses including receptionist,  clerical and technical support, office
supplies, telephone, computer, etc.

 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.

                                       10

<PAGE>

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.

                                       11
<PAGE>

     (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.




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

         No matters were submitted to Security holders in 2002.

                                     PART II

ITEM 5. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
- ------------------------------------------------------------------------------
SHAREHOLDER 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, 2002
         4th Quarter                           $.37                      $.05
         3rd Quarter                           $.18                      $.05
         2nd Quarter                           $.10                      $.02
         1st Quarter                           $.07                      $.01

                                       12

<PAGE>

        (b)    As of  December  31,  2002  were approximately 780  holders  of
               record  of the Company's common stock.

        (c)    No  dividends  have been either  declared or paid to date and the
               Company's Board of Directors does not anticipate paying dividends
               in the foreseeable future.

         Effective August 11, 1993, the Securities and Exchange Commission (the
"Commission") adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and (ii) that the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

         In order to be included in NASDAQ's SmallCap Market, a company must
satisfy the requirements summarized in this paragraph. A company must meet one
or more of the following three requirements: (i) net tangible assets of $4
million ($2 million for continued inclusion); (ii) have a market capitalization
of $50 million ($35 million for continued inclusion); or (iii) have net income
(in the latest fiscal year or two of the last three fiscal years) of $750,000
($500,000 for continued inclusion). In addition, a company must also satisfy the
following requirements: (i) 1 million shares in the public float (500,000 for
continued inclusion); (ii) $5 million of market value of the public float ($1
million for continued inclusion); (iii) a minimum bid price of $4 ($1 for
continued inclusion); (iv) three market makers (two for continued inclusion);
(v) 300 (round lot) shareholders; (vi) an operating history of one year or
market capitalization of $50 million; and (vii) certain corporate governance
standards.

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurance
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to

                                       13

<PAGE>

maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such event, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS OR PLAN OF OPERATIONS
- -----------------------------------------------------------------------------

CHANGES IN FINANCIAL CONDITION
Operations for the years ended December 31, 2001 and 2002 represent the entire
operation of the Company. In the year ended December 31, 2001 the Company
launched a long distance flat rate program to Korea and the BlueKiwi flat rate
long distance using third party vendors. The flat rate program to Korea was
discontinued in the third quarter of 2001 because of unsatisfactory service. The
BlueKiwi service was continued until approximately the end of August 2002 when
it was discontinued because of the inability of the Company to pay the third
party vendors of network service. A new long distance program was introduced in
May of 2002 to Korea but because of the inability of the Company to pay the
network provider the service was discontinued in September 2002. The Company
ceased all operations approximately September 30, 2002 because of its' inability
to raise capital to finance operations or to achieve profitability from
operations. The company does not have sufficient current assets to pay current
liabilities, and cannot realize any value form its' prepaid advertising asset
without a business. The prepaid advertising is the company's only significant
asset and has been written off because all business operations have been
terminated. Also, the company has ceased all operations in Asian Infolink, Inc.
and Segment Data Management, Ltd due to continuing losses. The Company has no
operations at this time and is contemplating whether to attempt a Chapter 11
Reorganization or a Private Reorganization.

RESULTS OF  OPERATIONS  FOR THE YEAR ENDED  DECEMBER  31, 2002  COMPARED TO SAME
PERIOD IN 2001 (Discontinued)

The Company had combined revenues in the year ended December 31, 2002 of
$783,128 compared to $284,927 in the same period in 2001. Of those revenues
$383,593 were telecommunication services; $306,821 was advertising and $92,715
for Services and Other. The Company incurred $5,550,425 in operating expenses in
the year compared to $10,434,138 in the same period in 2001. The Company
incurred a charge for $3,000,000 representing stock issued to an employee for
services in 2001. The Company incurred $5,550,425 of other expense in 2002
compared to $469,335 in 2001. The largest components of other expense were write
offs of $3,162,202 for excess of purchase price over net book value of acquired
subsidiaries; $1,909,640 in investment banking fees and $1,387,500 in write off
of prepaid advertising.

                                       14
<PAGE>

The net loss was ($11,469,992) in 2002 compared to ($10,618,546) in 2001. The
net loss per share was ($.33) in 2002 compared to ($.40) in 2001.  These are now
discontinued operations.

The Company has ceased all operations and does not know if or when it will
recommence any operations.


LIQUIDITY AND CAPITAL RESOURCES

The Company does not believe it can raise the necessary capital to fund the
operations of the Company.

The Company has no plans at the present to hire any additional employees or
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, 2002.

ITEM 7.  FINANCIAL STATEMENTS.
- ------------------------------

         The information required by Item 8 is submitted as a separate section
of this report beginning on page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
- -------------------------------------------------------

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.

     Wheeler Wasoff, P.C., formerly auditors for the Company, were terminated as
auditor  on April 29,  2003.  Hunter,  Atkins & Russell  PLC 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,
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,  2001 did not contain an adverse  opinion or  disclaimer of opinion,
nor was  qualified or modified as to  uncertainty,  audit scope,  or  accounting
principles.

                                       15
<PAGE>

     The audit  report  by  Hunter,  Atkins &  Russell,  PLC for the year  ended
December,  31, 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 Hunter, Atkins & Russell, PLC for the year ended
December 31, 2001 did not contain an adverse  opinion or  disclaimer of opinion,
nor was  qualified or modified as to  uncertainty,  audit scope,  or  accounting
principles.

                                    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 December 31, 2002.  The  directors  of the
Registrant  are elected every year and serve until their  successors are elected
and qualify.

NAME                                AGE    COMPANY POSITION
- ------------------------------------------------------------------------------
Tag Chong Kim(1)                    41     Chairman, CEO and Director

(1)Resigned 2003

After December 31, 2002 Robert Simpson was appointed as a Director, President
and CFO.

Robert Simpson                      60     President, Secretary, Chief
                                           Financial Officer and Director


     (b) Identification of Significant Employees. None.

     (c) Family Relationships.

    NONE

     (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.

         Officers are appointed by and serve at the discretion of the Board of
Directors. Each director holds office until the next annual meeting of
shareholders or until a successor has been duly elected and qualified. Each of
the Company's officers and directors devotes only such time as is available to
the business of the Company. There are no family relationships between any
directors or executive officers of the Company.

Biographical Information

Robert C. Simpson, Ph.D. Chairman - CEO. Dr. Simpson has been CEO of Pathobiotek
Diagnostics,  Inc,  (Texas)  from  1993 - 2001.  From  2001- to date he has been
President and Director of Pathobiotek  Diagnostics,  Inc. (of  Nevada)which  was
engaged in bio tech  research.  From 1990 - 1993 he was  President of R. Simpson
Associates,  Inc., a management  consulting firm with several clients  including
General Electric, Ford, RWD Technologies Inc. and Symbol Technologies Inc. He is
a hands-on  manager with  extensive  team  building  and methods  implementation
skills.  He was  manager  at  General  Motors  for 15  years  (1978 -  1990)  in
Manufacturing engineering, Projects for Advanced Technologies and Organizational
Development.

                                       16
<PAGE>

At December  31, 2002 Tag Chong Kim was a Director and CEO. He resigned in April
2003.

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.

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.

The following persons failed to file forms on a timely baisis as required by
Section 16(a):
<TABLE>
<CAPTION>


<S>                                            <C>               <C>                   <C>                <C>
                                                                     Form 3                Form 4             Form 5
- ---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
George Betts                                   2002                                           X                 X
President, CFO & Director
(Resigned 2002)
- ---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
E. Robert Gates, Vice Chairman & Director      2002                                                             X
(Resigned 2002)
- ---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Tag Chong Kim, Chairman, CEO & Director        2002                                                             X
(Resigned 2003)
- ---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
Woo Jong Kim                                   2002                                                             X
Director
(Resigned 2002)
- ---------------------------------------------- ----------------- --------------------- ------------------ ------------------------
</TABLE>

                                       17
<PAGE>

Conflicts of Interest
- ---------------------

          Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a limited amount of time
to the Company's affairs, including filing regulatory reports and screening and
assessing and, if warranted, negotiating to acquire business opportunities.

         The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition of, any entity in which any officer
or director serves as an officer or director or in which they or their family
members own or hold a controlling ownership interest. Although the Board of
Directors could elect to change this policy, the Board of Directors has no
present intention to do so.

         The Company's officers and directors may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction. It is anticipated that a substantial premium over the initial cost
of such shares may be paid by the purchaser in conjunction with any sale of
shares by the Company's officers and directors which is made as a condition to,
or in connection with, a proposed merger or acquisition transaction. The fact
that a substantial premium may be paid to the Company's officers and directors
to acquire their shares creates a potential conflict of interest for them in
satisfying their fiduciary duties to the Company and its other shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally required to make the decision based upon the best interests of the
Company and the Company's other shareholders, rather than their own personal
pecuniary benefit.

         There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.

ITEM 10.  EXECUTIVE COMPENSATION.
- --------------------------------

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------

                                                  Annual Compensation                        Awards

                                                                                           Restricted         Securities
Name and                                                              Other Annual            Stock           Underlying
Principal                             Salary          Bonus           Compensation          Award(s)           Options/
Position                  Year         ($)             ($)                ($)                  ($)             SARs (#)
- --------                  ----         ---             ---                ---                  ---             --------
<S>                       <C>           <C>             <C>             <C>                     <C>                <C>
Teddy Kim, President
CEO                       2002          0               0               14,211                  0                  0
(Resigned 2003)

Robert Gates              2001          0               0               60,000 *                0                  0
President, Secretary      2002          0               0               234,376                 10,022,217         0
and Chief Executive
Financial
Officer
(Resigned 2002)(1)

                                       18
<PAGE>

George Betts,             2002          0               0               234,375                 9,258,100          0
President, Secretary
and Chief Financial
Officer
(Resigned 2002)

George Singer,            2002          0               0               0                       0                  0
Vice President
(Resigned 2002)
</TABLE>

(*)  - See Item 12 "Certain Relationships and Related Transactions"


<TABLE>
<CAPTION>

Directors' Compensation
- -----------------------
      (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
(resigned 2002)
- ------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
B. Director
Tag Chong Kim                                           $0           $0               $0             0                        0
(Resigned 2003)
- ------------------------------------------- --------------- ------------ ---------------- ------------- ------------------------
C. Director
Woo Jong Kim                                            $0           $0               $0             0                        0
(Resigned 2002)
-----------------------------------------------------------------------------------------------------------------------------------
D. Director
George Betts                                            $0           $0               $0             0                        0
(Resigned 2003)
------------------------------------------------------------------------------------------------------------------------------------
E. Director                                             $0           $0               $0             0                        0
Woo Jong Kim
(Resigned 2002)

</TABLE>

                                       19
<PAGE>

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

The Company has no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.

         It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors were
offered compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively approve
such a transaction.


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

         The following table sets forth, as of the date of this Registration
Statement, the number of shares of common stock owned of record and beneficially
by executive officers, directors and persons who hold 5.0% or more of the
outstanding common stock of the Company. Also included are the shares held by
all executive officers and directors as a group.



<TABLE>
<CAPTION>
                                                                                 NUMBER OF
SHAREHOLDERS BENEFICIAL OWNERS                                                      SHARES         PERCENTAGE
- ------------------------------                                                      ------         ----------
<S>                                                                              <C>                  <C>
E. Robert Gates                                                                  10,022,217           24%

Tag Chong Kim                                                                    9,258,100            22%

Woo Jong Kim                                                                     2,500,000             6%

All directors and executive
Officers as a group (1 persons)                                                  9,258,100            22%
                                                                                 =========            =====
</TABLE>

Each principal shareholder has sole investment power and sole voting power over
the shares.

                                      20
<PAGE>


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

         571,625 shares for cash consideration of $187,750 ($.25 cents to $2.50
         per share).

         1,800,000 shares in exchange for all outstanding  stock of Asian
         Infolink,  Inc. and Segment Data  Management,  Inc.at a value  of
         $2,900,000 ($1.55 per share).

         4,803,658 shares for services of employees and consultants valued at
         $2,433,824 ($.09 cents to $3.50 per share).


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

(a)         No Exhibits are filed with this Annual Report.

(b)         Form 8-K was filed on October 8, 2002.


ITEM 14.  CONTROLS AND PROCEDURES
- ---------------------------------

The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                       21

<PAGE>



                                   SIGNATURES:

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


                                 ATNG, Inc.


DATED:  May 15, 2003           By: /s/ Robert Simpson
                                     ---------------------------
                                       Robert Simpson
                                     President/Secretary/Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.



                                      By: /s/ Robert Simpson
DATED:  May 15, 2003                    -----------------------------
                                              Robert Simpson
                                          Director

                                  ;


                                       22
<PAGE>

                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT


I, Robert Simpson, certify that:

1. I have reviewed this annual report on Form 10-KSB of ATNG, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 30, 2003


/s/ Robert Simpson
- -----------------------
 Robert Simpson, CEO

<PAGE>
                                   ATNG, INC.

            Financial Statements and Auditor's Report thereon as of
                               December 31, 2002



<PAGE>



                                TABLE OF CONTENTS


Independent Auditor's Report                                                F-1

Balance Sheet                                                               F-2

Statement of Operations                                                     F-3

Statement of Stockholders' Deficiency                                       F-4

Statement of Cash Flows                                                     F-5

Notes to Financial Statements                                        F-6 to F-16

                                   ATNG, INC.

            Financial Statements and Auditor's Report thereon as of
                               December 31, 2001


Independent Auditor's Report for 2001                                       F-17




<PAGE>


                                   ATNG, Inc.
                          (A Development Stage Company)



                          HUNTER, ATKINS & RUSSELL, PLC
                          CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
A.T.(Al) Hunter                                      5805 North Grand, Suite D
  Dennis Atkins                                      Oklahoma City, OK  73118
  Casey Russell                                      Mail: P.O. Box 18311
                                                     Oklahoma City, OK  73154
  Member SEC                                         Telephone:  (405) 843-3964
Practice Section                                     Fax:  (405) 843-9975
                                                     E-mail: HARCPAS@hotmail.com

-------------------------------------------------------------------------------


                              Independent Auditors' Report


To the Board of Directors and Stockholders
ATNG, Inc.

We have audited the accompanying balance sheet of ATNG, Inc. as of December 31,
2002, and the related statements of operations, stockholders' deficiency and
cash flows for the year ended December 31, 2002. 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 audit. The financial
statements of ATNG, Inc. as of December 31, 2001, were audited by other auditors
whose report dated May 3, 2002, expresses and qualified opinion on those
statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the December 31, 2002 financial statements referred to above
present fairly, in all material respects, the financial position of ATNG, Inc.
as of December 31, 2002, and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles 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 not commenced principal operations, 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/ Hunter, Atkins & Russell, PLC
April 30, 2003





                                      F-1







ATNG, INC.

Financial Statements and Auditor's Report thereon as of
December 31, 2002











<PAGE>
<TABLE>
<CAPTION>

                                   ATNG, INC.
                         (A Development Stage Company)
                          Consolidated Balance Sheets
<S>                                                                         <C>                       <C>



                                       ASSETS
                                                                                 December 31,         December 31,
                                                                                     2001                 2002

CURRENT ASSETS
              Cash                                                                         $ 82,069               $0
              Prepaid Advertising                                                         1,165,000                0
              Accounts Receivable-Net                                                        25,000                0
              Other                                                                          16,805                0
                                                                            -----------------------------------------
                          Total Current Assets                                            1,288,874                0

PROPERTY AND EQUIPMENT-NET                                                                   64,807                0

INTELLECTUAL PROPERTY                                                                         5,539                0

PREPAID ADVERTISING                                                                       1,110,000                0
                                                                            -----------------------------------------

                                                                                        $ 2,469,220               $0
                                                                            =========================================


              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
              Accounts Payable                                               $        1,073,913           $1,319,059
              Accrued Salaries                                                            1,635,019        2,463,833
              Payroll Taxes                                                                 262,425          518,432
              Accrued Interest                                                               43,193          162,741
              Notes Payable-Related                                                         389,710          469,497
              Notes Payable-Other                                                           348,000          318,000
              Notes Payable-Bank                                                                             300,000
              Deferred Income                                                                60,355                0
                                                                            -----------------------------------------

                          Total Current Liabilities                                       3,812,615        5,551,561
                                                                            -----------------------------------------

OTHER OBLIGATIONS                                                                           186,750          319,700
                                                                            -----------------------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
              Common Stock, $.0001 par value:
              Authorized 100,000,000
              Issued 39,555,858;30,352,728 respectively;
              Outstanding 38,555,858; 29,352,728 respectively                                 2,935            3,856
              Capital in Excess of Par Value                                             11,371,563       18,499,519
              Deficit Accumulated During Development Stage                              (12,904,643)     (24,374,636)
                                                                            -----------------------------------------

                          Stockholders' Deficiency                                       (1,530,145)      (5,871,261)
                                                                            -----------------------------------------

                                                                                        $ 2,469,220               $0
                                                                            =========================================

                          The accompanying notes are an integral part of these financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   ATNG, INC.
                         (A Development Stage Company)
                     Consolidated Statements of Operations
                 For the years ended December 31, 2001 and 2002

<S>                                                                          <C>                         <C>           <C>

                                                                                                                       Cumulative to
                                                                                                                        December 31,
                                                                                     2001                2002               2002
                                                                                     ----                ----               ----

REVENUES
              Telecommunication services-net                                            $ 284,927           $ 383,593     $ 668,520
              Advertising - Net                                                                               306,821       306,821
              Services and Other-Net                                                                           92,715        92,715
                                                                             -------------------------------------------------------
                          Total Revenue                                                   284,927             783,128     1,068,055
                                                                             -------------------------------------------------------

OPERATING EXPENSES
              Cost of Services                                                            862,186             807,020     1,669,206
              Advertising                                                               3,387,900           1,013,312     4,401,746
              General & Administrative                                                  6,018,104           3,448,345    10,988,085
              Interest                                                                    136,891             271,949       413,286
              Depreciation                                                                 29,057               9,798        48,544
                                                                             -------------------------------------------------------
                                                                                       10,434,138           5,550,425    17,520,868
                                                                             -------------------------------------------------------

OTHER EXPENSE
              Disposal of Fixed Assets                                                                        127,255       127,255
              Excess of purchase price over net book value
              acquired subsidiaries                                                                         3,162,202     3,162,202
              Investment Banking Fee                                                                        1,909,640     1,909,640
              Merger and reorganization costs                                             361,620             110,561       472,181
              Write-off of intellectual property                                          107,715               5,538       113,253
              Write off of Prepaid Advertising                                                              1,387,500     1,387,500
              Write-off of investment in marketable securities                                                              149,792
              Write-off of investment in joint venture                                                                      600,000
                                                                             -------------------------------------------------------
                                                                             -------------------------------------------------------
                                                                                          469,335           6,702,696     7,921,823
                                                                             -------------------------------------------------------

NET (LOSS)                                                                           ($10,618,546)       ($11,469,992) ($24,374,635)
                                                                             =======================================================

NET (LOSS) PER COMMON SHARE BASIC AND DILUTED                                              ($0.40)             ($0.33)       ($0.78)
                                                                             =======================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED                                                                      26,540,053          34,474,507    31,059,864
                                                                             =======================================================

    The accompanying notes are an integral part of these financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   ATNG, INC.
                         (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS'DEFICIENCY
                        FOR THE PEROID FROM INCEPTION TO
                               DECEMBER 21, 2002
<S>                                                        <C>              <C>          <C>              <C>

                                                                                                            Deficit
                                                                                                          Accumulated
                                                                                         Additional       During The
                                                                Common Stock              Paid In         Development
                                                           ---------------------------
                                                               Shares       Amount        Capital            Stage
                                                               ------       ------        -------            -----

Balance, January 20, 2000 (inception)                            0            $0             $0               $0

Common stock issued to founders, value
$.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 Loan                                 7,223,300         722           71,511

Common stock issued for services:
$.01 per share                                                  3,500,000         350           34,650
Common stock issued for marketable
securities valued at $.92 per share                               163,034          16          149,776
Common Stock issued for cash
at $1.44 per share                                                600,000          60          865,940
Common Stock issued for cash at
$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:
$6.00 per share-Net of Offering Costs                              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
Recapitalizaation 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>

<PAGE>
<TABLE>
<CAPTION>

                                   ATNG, INC. (continued)
                          (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS'DEFICIENCY
                        FOR THE PEROID FROM INCEPTION TO
                               DECEMBER 21, 2002

<S>                                                        <C>                  <C>         <C>             <C>

Common Stock issued for cash at:
$2.50 per share                                                     2,000           1            5,000
$2.00 per share                                                    15,625           2           31,248
$1.00 per share                                                     9,000           1            8,999
$.27 cents per share                                              375,000          38           99,962
$.25 cents per share                                              170,000          17           42,483


Common Stock issued for non-cash:
Services at $.09 cents to $3.50 per share                       4,803,658         480        2,433,344
Investment in Subsidiaries at $1.55 per share                   1,800,000         180        2,789,820
Investment Banking at $.67 and $.85cents per share              1,665,000         167        1,385,384
Interest at $.09 cents to $3.50 per share                         120,000          12          182,941
Advertising at $.40 cents to $3.25 per share                      203,000          20          103,780
Loan Conversion at $.99 cents and $1.50 per share                  39,847           4           44,996

                                                           --------------------------------------------------------------
Net (Loss)                                                                                                  ($11,469,992)

Balance, December 31, 2002                                     38,555,858       3,856       18,499,519      ($24,374,635)
                                                           ==============================================================


</TABLE>
The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

                                   ATNG, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<S>                                                                             <C>              <C>             <C>

                                                                                                              Cumulative to
                                                                                                               December 31,
                                                                                    2001            2002           2002
                                                                                    ----            ----           ----


CASH FLOWS FROM OPERATING ACTIVITIES
            Net (Loss)                                                            ($10,618,546)  ($11,469,992)   ($24,374,635)
            Adjustments to reconcile net (loss) to net cash (used)
            by operating activities
                       Depreciation                                                     29,057          9,798          48,544
                       Amortization of Prepaid Advertising                                          2,275,000       2,275,000
                       Debt for Expenses                                                                               80,433
                       Write off of excess purchase price of investment
                       in subsidiary                                                                3,162,202       3,162,202
                       Write off of fixed assets                                                      127,255         127,255
                       Write off of Intellectual Property                              107,715          5,538         113,253
                       Write Off of Marketable Securities                                                             149,792
                       Write Off of Korean Joint Venture                                                              600,000
                       Common Stock Warrants  Issued for Services                       21,548                         21,548
                       Common Stock Issued for Debt                                                    99,553          99,553
                       Common Stock issued for Services, Salaries and Interest       4,053,801      2,644,174       6,768,242
                       Common Stock issued for Advertising                           3,000,000        109,800       3,109,800
                       Common Stock issued for Investment Banking Services                          1,385,550       1,385,550
                       (Increase) in other obligations                                 186,750                        177,460
            Changes in assts and liabilities
                       (Inc) Dec in Accounts Receivable,  Prepaids and Other           (32,522)        90,999          49,194
                       Increase in Accounts Payable and Accrued Expenses             1,220,034        576,023       1,955,554
                       Increase in Accrued salaries                                    981,939        820,706       2,455,725
                       Notes Payable transferred to Stock (Other Obligations)
                       (Increase) in Prepaid Advertising
                       Increase (Decrease) in Deferred Revenue                          60,355       (261,825)       (201,470)
                       Other
                                                                                ---------------------------------------------
            Net Cash (Used) by Operating Activities                                   (989,869)      (425,219)     (1,997,000)
                                                                                ----------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
            Cash paid for property and equipment                                       (27,430)       (19,048)        (87,602)
            Acquisition of subsidiaries net of cash acquired                                            5,585           5,585
            Cash paid for intellectual property                                        (10,908)                      (113,253)
            Investment in Korean Joint Venture                                                                       (600,000)
                                                                                ----------------------------------------------
            Net Cash (Used) in Investing Activities                                    (38,338)       (13,463)       (795,270)
                                                                                ----------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
            Proceeds from borrowings-Related                                           252,500        128,763         583,763
            Repayment of borrowings-Related                                             (1,000)       (48,976)       (113,176)
            Proceeds from borrowings-Other                                             235,000         45,000         415,000
            Repayment of borrowings-Other                                              (12,000)       (30,000)        (52,000)
            Proceeds from borrowings-Bank                                                              74,076          74,076
            Cash Paid for Offering Costs                                              (102,958)                      (102,958)
            Proceeds from sale of Common Stock                                         737,115        187,750       1,987,565
                                                                                ----------------------------------------------
            Net Cash Provided by Financing Activities                                1,108,657        356,613       2,792,270
                                                                                ----------------------------------------------

NET INCREASE (DECREASE) IN CASH                                                         80,450        (82,069)             (0)

CASH BEGINNING OF PERIOD                                                                 1,619         82,069               0
                                                                                ----------------------------------------------

CASH END OF PERIOD                                                                     $82,069            ($0)             $0
                                                                                ==============================================
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>


SUPPLEMENTAL DISCLOSURES:

     During 2001 and 2002, the Company paid $18,116 and $89,009, respectively
for interest on debt.

Non-cash investing and financing activities:

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

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

     During 2002, the Company issued common stock for non-cash consideration as
follows:

            4,803,658 shares for services, valued at $.09 to $3.50 per share.
            203,000 shares for advertising, valued at $.40 to $3.25 per share.
            1,800,000 shares for investment in subsidiary, valued at $1.55 per
             share.
            1,665,000 shares for investment banking services, valued at $.67 to
             $.85 per share.
            39,847 shares as additional consideration for loans, valued at $.99
             to $1.50 per share.
            120,000 shares for interest, valued at $.09 to $3.50 per share.

      The accompanying notes are an integral part of these financial statements




<PAGE>
                                   ATNG, 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 acquired Asian Infolink Inc. and Segment Data Management,
         Inc. as wholly owned subsidiaries in February 2002. All assets and
         liabilities were acquired in exchange for 1,800,000 shares of common
         stock valued at $1.55 per share. The transaction was accounted for as a
         purchase and the excess of the purchase price over the net book value
         of assets acquired has been written off against operations. The
         financial statements for the period ended December 31, 2002 contain the
         financial statements for the companies acquired. All intercompany
         balances and transactions have been eliminated in consolidation

         The Company provided 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.

         During the latter part of 2002 the Company was not able to raise
         sufficient capital to continue its' business objectives. Therefore, all
         operations were ceased, all employees terminated and all assets written
         off and all liabilities provided for in the financial statements at
         December 31, 2002. The Company is no longer in business as is
         determining a course of action to either file for bankruptcy or attempt
         a reorganization and recapitalization.



<PAGE>





         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.

         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.


<PAGE>




         At December 31, 2001 and 2002, the Company charged to operations
         $107,715 and $5,538 respectively 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.

         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


<PAGE>



         expenses, of which $1,110,000 is non-current. As of December 31, 2002
         all advertising has been written off as the Company had no operations
         and the prepaid advertising had no recoverable value.

         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.

         (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.


<PAGE>







         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 and 2002
         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.

         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


<PAGE>



         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 2001 financial statements have been reclassified
         to conform with the 2002 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. The Company commenced
         principal operations during 2001 and, as shown in the accompanying
         financial statements, has incurred losses during the period from
         inception to December 31, 2002 of $24,374,635 and, at December 31,
         2002, has a working capital deficiency of $5,551,651.

         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 resume operations and satisfy its'
         creditors.



<PAGE>








NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2001 and 2002 consists of the
following:


                                              2001                     2002

Furniture and equipment                    $45,296                       $0
 Computer equipment                         46,557                        0
Leasehold improvements                      11,700                        0
                                           --------                     ------

                                           103,553                        0

Less accumulated depreciation and
 amortization                              (38,746)                       0
                                           ---------                   --------

                                          $ 64,807                       $0
                                           ========                    =========


         Depreciation and amortization expense for the years ended December 31,
         2002 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
                                                                   =========


         During the year ended December 31, 2002 the Patent application costs
         were written off as the Company had no financing to continue the
         development.

         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,


<PAGE>



         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.

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 and 2002 consists of the following:

         Related parties
<TABLE>
<CAPTION>
<S>                                                                          <C>               <C>

                                                                                    2001           2002
                                                                             -----------       --------
        Note payable to officer/ director, unsecured, due on demand,
             interest at 7%                                                         $ 219,960  $243,805
        Note payable, to officer/director, unsecured, due on demand,
             interest at 7%
                                                                                       79,750   135,692
        Note payable to former officer,  unsecured, due on demand,
             interest at 10%                                                           90,000    90,000
                                                                             ----------------  ----------

                                                                                   $  389,710  $469,497
                                                                                   ==========  =========
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                 <C>        <C>



         Other

                                                                                       2001        2002
                                                                                       ----        ----
        Note payable, unsecured, due on demand interest at 7%                       $ 112,000  $112,000
        Note payable, unsecured, due on demand, interest at 7%
                                                                                       50,000    50,000
        Notes payable, unsecured, due December 27, 2001 to     January 12,
        2002, interest at 8%, convertible to common stock                              75,000         0
        Note payable, unsecured, due May 26, 2001, interest at 8%                      11,000    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   100,000
                                                                                      -------
        Note payable, unsecured, due on demand, interest at 7% and
        10,000 shares of common stock                                                            25,000
        Note payable, unsecured, due on demand, interest at $500 per month
                                                                                                 20,000
                                                                                                -------
                                                                                    $ 348,000  $318,000
                                                                                      =======   ========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                 <C>         <C>

         Banks                                                                      2001         2002
                                                                                    ----         ----

         Note payable Bank, due on demand, interest at 7%                                       $300,000
                                                                                                --------
         Payable monthly
</TABLE>

NOTE 7 - OTHER OBLIGATIONS

         At December 31, 2001 and 2002, the Company was obligated to issue
         shares of common stock in satisfaction of accounts payable and other
         contractual obligations as follows:
<TABLE>
<CAPTION>
<S>                                                                                   <C>        <C>


                                                                                        2001         2002
                                                                                        ----         ----
        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  $    2,500
                                                                                        -------
        51,000 shares for consulting services                                                       135,600
        Shares at market price for services                                                         180,000
        60,000 shares for interest on debt                                                            1,600
                                                                                                 ------------
                                                                                      $ 186,750  $  319,700
</TABLE>

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.
<PAGE>

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).

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  Premier  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.


<PAGE>





     During 2002, the Company issued an aggregate 9,203,130 shares of its common
stock as follows:

o    571,625 shares for cash  consideration of $187,750 ($.25 cents to $2.50 per
     share).

o    1,800,000  shares in exchange for all outstanding  stock of Asian Infolink,
     Inc. and Segment Data Management,  Inc.at a value of $2,900,000  ($1.55 per
     share).

o    4,803,658  shares for  services  of  employees  and  consultants  valued at
     $2,433,824 ($.09 cents to $3.50 per share).

o    1,665,000  shares for investment  banking  services,  valued at $$1,385,383
     ($.67 to $.85 cents per share).

o    120,000  shares for  interest  expense,  valued at $182,953  ($.09 cents to
     $3.50 per share)

o    203,000 shares in exchange for advertising , valued at $103,880  ($.40cents
     to $3.25 per share).

o    39,847  shares in exchange  for loans of $75,000,  valued at $45,000  ($.99
     cents to $1.50 per share)


         At December 31, 2001 and 2002 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 and 2002, the Company entered
         into various agreements in conjunction with commencing its principal
         operations. The significant agreements are as follows:


<PAGE>




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.

o    Wholesale minute sales agreement entered into February 1, 2002 for 90 days.

o    Public Relations,  Merger and Acquisition  services in exchange for 250,000
     shares of stock.

o    Wholesale minute sales agreement entered into March 29, 2002 for one year.

o    Consulting  and  Business  Advice  agreements  entered  into in May 2002 in
     exchange for 165,000 shares of stock.

o    Carrier Service  Agreement entered into June 3, 2002 for a period of twelve
     months.

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  2001  certain  officer/directors/founders  of the  Company had loan
     transactions  with the  Company  as  follows:  $20,000  cash  from a former
     officer.  The  Company  paid  a   officer/director/founder   $1,000  on  an
     outstanding loan in 2001.

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 - 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: 2002 $65,868 and 2003 $10,978. The Company vacated this property in
2002 and is negotiating with the landlord concerning this obligation.


<PAGE>




NOTE 13- 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
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 benefit 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 Fruad; 2) Breach of Contract; 3) Civil
Violations of RICO; and 4) violations of the Tenness 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 with out
merit and frivolous. The parties 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 the 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 September 29, 2003.

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. The litigation is in its initial stages.
The Company has retained legal counsel to answer the allegations. A status
conference has been set for June 25, 2003. 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 a range of $135,000 to $500,000. Included in accounts
payable as of December 31, 2002 and 2001 was $253,715 and $261,366 respectively
for this potential liability.

The Company is a party to various other lawsuits brought against them for unpaid
servcies, 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
is included in the accounts payable at December 31, 2001. The amount in accounts
payable for this potential liability as of December 31, 2002 was $153,352.


<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,
the related statements of operations and cash flows for the year ended December
31, 2001 and the related statement of stockholders' equity for the period from
inception (January 20, 2000) to December 31, 2000 and for the year ended
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 year ended
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.





                              Wheeler Wasoff, P.C.



Denver, Colorado
May 3, 2002