<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                          COMMISSION FILE NO. 000-28519


                                    ATNG INC.
               (Exact name of issuer as specified in its charter)


            NEVADA                                      76-0510754
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

1549 LEROY STREET, SUITE D-200, FENTON, MICHIGAN           48430
    (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code: (810) 714-2978

Securities registered under Section 12(b) of the Exchange Act:    NONE

Securities registered under Section 12(g) of the Exchange Act:
                    COMMON STOCK, PAR VALUE $0.0001 PER SHARE
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

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

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of December 31, 2003: $0.014.

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of December 31, 2003: 241,550,756 shares of common
stock, par value $0.0001 per share.

         Documents incorporated by reference:  None.

<PAGE>

                                     PART I

ITEM 1.       BUSINESS.

         During 2001, we commenced operations and earned our initial revenue
from telecommunication services. During the latter part of 2002 we were not able
to raise sufficient capital to continue our business objectives. Therefore, all
our operations ceased, all employees were terminated, all assets were written
off and all liabilities provided for in the financial statements at December 31,
2002. Since then, Robert C. Simpson has either provided working capital or
facilitated the acquisition of working capital to revitalize the business.

         Our current purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us 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"). We do not restrict our search to any specific business;
industry or geographical location and we 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 our virtually
unlimited discretion to search for and enter into potential business
opportunities.

         We 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. We may acquire
assets and establish wholly owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

         As part of our investigation of potential merger candidates, our
officers and directors 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 and take other reasonable investigative measures, to the extent of
our financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of us and other parties, the management of the
opportunity, our relative negotiation strength and that of the other management.

         Management intends to concentrate on identifying preliminary
prospective business opportunities that may be brought to its attention through
present associations of our officers and directors, or by our 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 our proposed activities; 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. Our officers and directors will meet personally with
management and key personnel of the business opportunity as part of their
investigation. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors. We 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.

         We 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 we
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 we may offer.


MARKETS AND MARKETING

         The business of marketing is conducted by our "Director of Marketing
and Business Development" and will be tailored to suit each acquired company.

                                       1
<PAGE>

OUR ORGANIZATION

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

         Effective September 7, 2001, we effected a reverse split of our common
stock at the ratio of one post-consolidation share for each forty
pre-consolidation shares, except that no shareholder was reduced to less than 10
shares.

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

         Following the October 16, 2001 acquisition, ATNG Acquisition, Inc. and
ATNG, Inc. merged. On October 17, 2001, we changed our name to ATNG, Inc. by
filing Amendments to our Articles of Incorporation in Texas. On September 6,
2003 we changed our domicile from Texas to Nevada and changed our name to ANTG
Inc.

         Our executive office is located at 1549 Leroy Street, Suite D-200,
Fenton, Michigan 48430. The telephone number is (810) 714-2978. We are a
development stage company. To date our activities have been limited to
organization, business planning, raising capital, and registration of our
shares. Also, we have been settling the debts and legal problems created by the
prior Management (T.C. Kim, E.Robert Gates and George Betts). We are now working
aggressively to form strategic partnerships and acquire profitable companies as
subsidiaries.

         In this Form 10-KSB Annual Report, references to "us" refer to ATNG
Inc. and our subsidiaries, unless the context indicates otherwise.

SUBSEQUENT EVENT

         The Extraordinary Events in the notes (call me)

FORWARD-LOOKING STATEMENTS

         Statements in this Form 10-KSB Annual Report may be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, but are not limited to, statements
that express our intentions, beliefs, expectations, strategies, predictions or
any other statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by our
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Form 10-KSB Annual Report, including the risks described
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in other documents which we file with
the Securities and Exchange Commission.

         In addition, such statements could be affected by risks and
uncertainties related to our financial condition, factors that affect
industries, market and customer acceptance, competition, future government
regulations and requirements and pricing, as well as general industry and market
conditions and growth rates, and general economic conditions. Any
forward-looking statements speak only as of the date on which they are made, and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this Form 10-KSB Annual
Report.

                                       2
<PAGE>

RISK FACTORS

WE REQUIRE MORE CAPITAL

         The Company's lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.

         We will continue to have limited capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes that we will be able to offer owners of acquisition
candidates the opportunity to participate 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, save
significant legal and accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing and filing 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 numerous filings relevant to complying with
the Exchange Act. Nevertheless, our officers and directors 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.

         We anticipate that we will incur nominal expenses in the implementation
of our business plan described herein. Because we have limited capital with
which to pay these anticipated expenses, our president will pay these charges
with his personal funds, as loans to us.

         However, the only opportunity we will have to repay such loans to our
president will be from a prospective merger or acquisition candidate. Our
president has agreed that the repayment of any loans made on our behalf will not
impede, or be made conditional in any manner, on consummation of a proposed
transaction.

         Because we lack adequate capital, an investment in us involves a very
high degree of risk.

OUR MANAGEMENT MAY LACK EXPERTISE

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, our officers and directors, none of whom is a
professional business analyst. Our management, while not especially experienced
in matters relating to our new business, shall rely upon their own efforts and,
to a much lesser extent, the efforts of our shareholders, in accomplishing our
business purposes. We anticipate that outside consultants or advisors, legal
counsel and accountants, will be utilized by us to effectuate our business
purposes described herein. However, if we do retain such an outside consultant
or advisor, any cash fee earned by such party will need to be paid.

CONTINUITY OF MANAGEMENT

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

COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS

         We anticipate that any securities issued in any reorganization to which
we may be a party 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, we 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


                                       3
<PAGE>

which there can be no assurance, it will be undertaken by the surviving entity
after we have successfully consummated a merger or acquisition and we are no
longer considered a "shell" company. Until such time as this occurs, we 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 our securities in the future.

         We are subject to all of the reporting requirements under the Exchange
Act. Included in these requirements is our affirmative duty to file independent
audited financial statements as part of our Form 8-K with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in our 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 our 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 our present
management. If such transaction is voided, the agreement will also contain a
provision providing for the acquisition entity to reimburse us for all costs
associated with the proposed transaction.

OUR SHAREHOLDERS' EQUITY MAY BE DILUTED SIGNIFICANTLY

         While the actual terms of a transaction to which we 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, our shareholders 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.

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of ownership in us
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, our shareholders will in all likelihood
hold a substantially lesser percentage ownership interest in us following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event that we acquire a target company with substantial assets.
Any merger or acquisition effected by us could be expected to have a significant
dilutive effect on the percentage of shares held by our then-shareholders. We
intend to manage acquisitions to minimize dilution.

WE MAY NOT SEEK SHAREHOLDER APPROVAL TO CONSUMMATE CERTAIN TRANSACTIONS

         If required to so do under relevant law, our management 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
our stock 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.

         We 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 our attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.

                                       4
<PAGE>

GOING CONCERN

         We are still in a developmental stage and have not yet established a
significant source of revenue. We expect to incur significant capital expenses
in pursuing our acquisition plans. In order for us to continue our operations,
we will require additional funds over the next twelve months. Additional
financing may not be available on terms favorable to us, or at all. If
additional funds are not available, we may not be able to execute our business
plan or take advantage of business opportunities. Our ability to obtain such
additional financing and to achieve our operating goals is uncertain. In the
event that we do not obtain additional capital or are not able to increase cash
flow through the increase of sales, there is a substantial doubt of our being
able to continue as a going concern.

         Additionally, it should be noted that our independent auditors have
included a going concern opinion and related discussion in the notes to our
financial statements. The auditors have included the going concern provision in
Note 2 because we have incurred significant and recurring losses and have a
large working capital deficit that the auditors believe raises substantial doubt
about our ability to continue as a going concern. Until such time we do receive
additional debt or equity financing, there is a risk that our auditors will
continue to include a going concern provision in the notes to financial
statements.

WE MAY FACE SIGNIFICANT COMPETITION

         We anticipate 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, our 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.

WE ARE DEPENDENT UPON OUR MANAGEMENT

         Our business is dependent upon our senior executive officers,
principally, Robert Simpson, our president and chief executive officer, who is
responsible for our operations, including marketing and business development.
Dr. Simpson has indicated a desire to continue his employment with us for the
long term. Our business may be adversely affected if Dr. Simpson left our
employ.

WE DO NOT ANTICIPATE PAYING DIVIDENDS ON OUR COMMON STOCK

         The rights of the holders of our common stock may be impaired by the
potential issuances of preferred stock. Our certificate of incorporation gives
our board of directors the right to create series of preferred stock. As a
result, the board of directors may, without stockholder approval, issue
preferred stock with voting, dividend, conversion, liquidation or other rights,
which could adversely affect the voting power and equity interest of the holders
of our common stock. The preferred stock, which could be issued with the right
to more than one vote per share, could be utilized as a method of discouraging,
delaying or preventing a change of control. The possible impact on takeover
attempts could adversely affect the price of our common stock.

OUR COMMON STOCK IS SUBJECT TO THE SEC'S PENNY-STOCK RULES

         Our common stock is subject to the SEC's penny-stock rules, which
impose additional sales practice requirements on broker-dealers which sell our
stock to persons other than established customers and institutional accredited
investors. These rules may affect the ability of broker-dealers to sell our
common stock and may affect the ability of our stockholders to sell any common
stock they may own.

EMPLOYEES

         At the time of the filing of this Annual Report on Form 10-KSB, we had
8 full-time employees and 1 part-time employee.

                                       5
<PAGE>

ITEM 2.       DESCRIPTION OF PROPERTY.

         We lease office space at 1549 Leroy Street, Suite D-200, Fenton,
Michigan 48430. Our lease costs $1,000.00 per month and is scheduled to expire
June 30, 2004.

ITEM 3.       LEGAL PROCEEDINGS.

         James Crunk, our former employee, filed suit against us and two of our
founders on July 20, 2001. This case is being argued in Federal Court in Los
Angeles, California. We expect it to be settled soon.

         We cannot validate the fact that Mr. Crunk loaned money to us. We
consider his claims to be without merit and frivolous. The parties exchanged the
voluntary disclosures required under the Federal Rules of Civil Procedure. No
other meaningful discovery has occurred.

         On February 27, 2002, CNM Network, Inc. sued us alleging unpaid
invoices of approximately $500,000 for telephone service provided to our
customers. This case is being argued in Federal Court in Los Angeles,
California, and is expected to be settled.

         An Involuntary Bankruptcy Petition was filed against us on July 15,
2003 by three of our creditors in the Bankruptcy Court in Los Angeles,
California under Case No. 03-28687-BB. The case stems from an old debt related
to our telecom business which was based in California, which has not been the
focus of our business since late 2002. It appears probable that all claims which
are the subject of the involuntary bankruptcy petition are already being
litigated in separate lawsuits in Tennessee and California.

         . We have filed a Motion to dismiss the bankruptcy which was heard by
the judge in early December 2003. A status conference is scheduled for April 7,
2004. We believe that we will be successful in our defense against the
bankruptcy litigation. Such success will allow us to focus our energies on
current endeavors which are very likely to result in our favorable growth.

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

         None.

                                     PART II

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

         Our shares are trading on the OTC Bulletin Board under the symbol
"ATNG."

         As of December 31, 2003, there were 962 record holders of our common
stock. During the last two fiscal years, no cash dividends have been declared on
our common stock and we do not anticipate that dividends will be paid in the
foreseeable future.

         The high and low closing bid quotations for our common stock since
January 2002 are as follows:

                                   HIGH            LOW
                                  --------       --------
                2002
                ----
           First Quarter             .07            .01
           Second Quarter            .10            .02
           Third Quarter             .18            .05
           Fourth Quarter            .37            .05

                2003
                ----
           First Quarter             .15            .02
           Second Quarter            .08           .008
           Third Quarter             .02          .0035
           Fourth Quarter         .02388         .00413

                                       6
<PAGE>

         These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

         As of 12/31/03, we believe that there were approximately 962 beneficial
holders of our common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         See Item 11 of this Annual Report.

RECENT SALES OF UNREGISTERED SECURITIES

         None in 2003.

PAULINA CHECK THE PRIOR K'S FOR SALES OF UNREGISTERED SECURITIES, PLEASE.


                                       7
<PAGE>

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

         Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by us with
the Securities and Exchange Commission, in our press releases and in oral
statements made with the approval of an authorized executive officer which are
not historical or current facts are "forward-looking statements" made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and are subject to certain risks and uncertainties that could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected. We wish to caution readers not to place undue reliance
on any such forward-looking statements, which speak only as of the date made The
following important factors, among others, in some cases have affected and in
the future could affect our actual results and could cause our actual financial
performance to differ materially from that expressed in any forward-looking
statement: (i) the extremely competitive conditions that currently exist in the
market for "blank check" companies similar to us and (ii) lack or resources to
maintain our good standing status and requisite filings with the Securities and
Exchange Commission. The foregoing list should not be construed as exhaustive
and we disclaim any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.

         Because we lack capital, an investment in us involves a very high
degree of risk.

Critical Accounting Policies
----------------------------

         The preparation of our consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires us
to make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policy involve the most complex, difficult and subjective
estimates and judgments:

Stock-Based Compensation
------------------------

         In December 2002, the FASB issued SFAS No. 148 - Accounting for
Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS
No. 123 - Accounting for Stock-Based Compensation, providing alternative methods
of voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

         We elected to continue to account for stock-based compensation plans
using the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.

         185,050,000 shares were issued to employees in 2003, at an average
price of $0.006445 per share.

YEAR 2003 COSTS AND CHANGES IN FINANCIAL CONDITIONS

         As of the date of this report, we are engaged in various business
activities which provide cash flow, and have not started revenues from
operations.

                                       8
<PAGE>

RESULTS OF OPERATIONS

         During the year ended December 31, 2003, we incurred an operating loss
of $1,642,585.00 and no revenues. The loss featured, sales, marketing, general,
administrative and interest expenses. Our interest cost remains high as we
continue to be advanced operating funds by our principal stockholders. Interest
income was $0.00 in 2003, and $0.00 in 2002.

LIQUIDITY AND CAPITAL RESOURCES

         As discussed by our accountants in the audited financial statements
included in Item 7 of this Annual Report on Form 10-KSB, our revenue is
currently insufficient to cover our costs and expenses.

         Management anticipates that our current financing strategy of private
debt and equity offerings will meet its anticipated objectives and business
operations for the next 12 months. Management continues to evaluate
opportunities for corporate development. Subject to our ability to obtain
adequate financing at the applicable time, we may enter into definitive
agreements on one or more of those opportunities.

         The independent auditor's report on our December 31, 2003 financial
statements included in this Annual Report states that we lack of sources of
revenues raise substantial doubts about our ability to continue as a going
concern.


OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off-balance sheet arrangements.


                                       9
<PAGE>

ITEM 7.       FINANCIAL STATEMENTS.

                          INDEX TO FINANCIAL STATEMENTS


                                                                        Page No.
                                                                        --------










                                      F-1
<PAGE>

                             Russell and Atkins, PLC
                          Certified Public Accountants
                             5809 N. Grand, Suite D
                             Oklahoma City, OK 73118
    ________________________________________________________________________

                          Independent Auditors' Report

To the Board of Directors and Stockholders
ATNG, Inc.

We have audited the accompanying balance sheets of ATNG, Inc. as of December 31,
2002 and 2003, and the related statements of operations, stockholders'
deficiency and cash flows for the years ending December 31, 2002 and 2003. 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.

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 financial statements referred to above present fairly, in
all material respects, the financial position of ATNG, Inc. as of December 31,
2002 and 2003, and the results of its operations and its cash flows for the
years 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.


Russell and Atkins, PLC
March 25, 2004

                                      F-2
<PAGE>
<TABLE>

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


                                                           December 31,      December 31
                                                               2002             2003
                                                        ---------------------------------
<S>                                                      <C>                <C>
                               ASSETS
CURRENT ASSETS
     Cash                                                $         --       $    357,493
                                                        ---------------------------------
TOTAL CURRENT ASSETS                                     $         --       $    357,493
                                                        ---------------------------------
TOTAL ASSETS                                             $         --       $    357,493
                                                        =================================

LIABILITIES AND EQUITY
CURRENT LIABILITIES
     Accounts Payable                                       1,319,058          1,454,613
     Accrued Salaries                                       2,463,833            159,406
     Payroll Taxes                                            518,432            234,930
     Accrued Interest                                         162,741             30,129
     Notes Payable-Related                                    469,497             90,000
     Notes Payable-Other                                      318,000             31,000
     Notes Payable-Bank                                       300,000                 --
                                                        ---------------------------------
TOTAL CURRENT LIABILITIES                                $  5,551,561       $  2,000,078

OTHER OBLIGATIONS                                             319,700            318,100

STOCKHOLDER'S DEFICIENCY
     Common Stock, $.0001 par value:
     Authorized 950,000,000
     Issued 251,550,000
     Outstanding 38,560,000 and 241,550,000
     Issued Respectively                                        3,856             24,155
     Preferred Stock, Series A, Par Value .0001
     20,000,000 shares authorized, 5,000,000 issued                --                400
     Preferred Stock, Series B, Par Value .0002
     20,000,000 shares authorized, 5,000,000 issued                --              1,000
     Capital in Excess of Par Value                        18,499,519         20,758,907
     Deficit Accumulated During Development Stage         (24,374,636)       (22,745,147)
                                                        ---------------------------------
TOTAL STOCKHOLDER'S DEFICIENCY                             (5,871,261)        (1,960,685)
                                                        ---------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY           $         --       $    357,493
                                                        =================================

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

</TABLE>
                                           F-3
<PAGE>
<TABLE>

                                                       ATNG, INC.
                                              (A Development Stage Company)
                                          Consolidated Statement of Operations
                                     For the years ended December 31, 2002 and 2003
<CAPTION>

                                                                                                     Cumulative from
                                                                                                       Inception of
                                                                                                     January 20, 2000
                                                                     2002               2003       to December 31, 2003
                                                         --------------------------------------------------------------
<S>                                                           <C>                  <C>                   <C>
REVENUES
     Telecommunications Services-Net                                383,593                  -                 668,520
     Advertising-Net                                                306,821                  -                 306,821
     Services and Other-Net                                          92,715                  -                  92,715
                                                         --------------------------------------------------------------
TOTAL REVENUES                                                      783,129                  -               1,068,056

OPERATING EXPENSES
     Cost of Services                                               807,020                                  1,669,206
     Advertising                                                  1,013,312                                  4,401,746
     General & Administrative                                     3,448,345          2,240,797              13,228,882
     Interest                                                       271,949             43,090                 456,376
     Depreciation                                                     9,798                                     48,544
                                                         --------------------------------------------------------------
TOTAL OPERATING EXPENSES                                          5,550,424          2,283,887              19,804,754
                                                         --------------------------------------------------------------
NET INCOME BEFORE EXTRAORDINARY ITEM AND
  OTHER EXPENSES                                                 (4,767,295)        (2,283,887)            (18,736,698)

Extraordinary Item-Settlement of Debts and Liabilities                    -          3,913,376               3,913,376

OTHER EXPENSES

     Disposal of Fixed Assets                                       127,255                                    127,255
     Excess of purchase price over net book value of                                                                 -
       acquired subsidiaries                                      3,162,202                                  3,162,202
     Investment banking fee                                       1,909,640                                  1,909,640
     Merger and reorganization costs                                110,562                                    472,181
     Write off of intellectual property                               5,538                                    113,253
     Write off of prepaid advertising                             1,387,500                                  1,387,500
     Write off of investment in marktable securities                                                           149,792
     Write off of investment in joint venture                                                                  600,000
                                                         --------------------------------------------------------------
TOTAL OTHER EXPENSES                                              6,702,697                  -               7,921,823
                                                         --------------------------------------------------------------

NET GAIN (LOSS)                                               $ (11,469,992)       $ 1,629,489           $ (22,745,145)
                                                         ==============================================================

Net Gain (Loss) Per Common Share Basic and Diluted                    (0.33)              0.01                   (0.38)

Weighted Average Number of Shares Outstanding
Basis and Diluted                                                34,474,507        108,772,869              59,240,628


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

                                                          F-4
<PAGE>
<TABLE>
                                                  ATNG, INC.
                                         (A Development Stage Company)
                                 Consolidated Statement of Stockholders Equity
                                    For the Inception to December 31, 2003
<CAPTION>

                                                 Preferred Stock Series B    Preferred Stock Series A
                                               -----------------------------------------------------------
                                                  Shares         Amount         Shares         Amount
                                                  ------         ------         ------         ------
<S>                                               <C>            <C>            <C>            <C>
BALANCE, JANUARY 20, 2000 (INCEPTION)

COMMON STOCK ISSUED TO FOUNDERS, VALUE
$.01 PER SHARE FOR:
                            Cash
                            Equipment
                            Accrued Wages
                            Conversion of Loan

COMMON STOCK ISSUED FOR SERVICES:
$.01 per share
Common stock issued for marketable
securities valued at $.92 per share
Common Stock issued for cash
at $1.44 per share
Common Stock issued for cash at
$5,00 per share
Net (Loss)


BALANCE, DECEMBER 31, 2000

COMMON STOCK ISSUED FOR CASH:
$6.00 per share-Net of Offering Costs
$5.00 per share
$4.00 per share
$2.50 per share
$1.50 per share
$1.00 per share
Offering Costs

COMMON STOCK ISSUED FOR NON CASH:
Services at $1.00 to $6.00 per share
Advertising at $1.75 to $6.00 per share
Interest at $6.00 per share
Equipment at $5.00 per share
Recapitalizaation of shares issued by
Pathobiotek Diagnostics, Inc. prior to merger
Issuance of common stock warrants for services
Net (Loss)


BALANCE, DECEMBER 31, 2001


COMMON STOCK ISSUED FOR CASH AT:
$2.50 per share
$2.00 per share
$1.00 per share
$.27 cents per share
$.25 cents per share


COMMON STOCK ISSUED FOR NON-CASH:
Services at $.09 cents to $3.50 per share
Investment in Subsidiaries at $1.55 per share
Investment Banking at $.67 and $.85cents per share
Interest at $.09 cents to $3.50 per share
Advertising at $.40 cents to $3.25 per share
Loan Conversion at $.99 cents and $1.50 per share

Net (Loss)

BALANCE, DECEMBER 31, 2002


COMMON STOCK ISSUED FOR CASH AT:
$.0035 per share
$.00438 per share
$.0063 per share
$.0175 per share

Preferred Stock Issued in for Common Stock                                       5,000,000            400
Preferred Stock Issued in for Common Stock                        5,000,000

COMMON STOCK ISSUED FOR NON-CASH:
Consulting at .006 to .030 per share
                                                  --------------------------------------------------------
Net (Loss)

Balance, December 31, 2003                         5,000,000        $ 1,000      5,000,000          $ 400
                                                  ========================================================
</TABLE>

(continued on next page)

                                                     F-5
<PAGE>
<TABLE>

                                                  ATNG, INC.
                                         (A Development Stage Company)
                              Consolidated Statement of Stockholders Equity (Continued)
                                    For the Inception to December 31, 2003
<CAPTION>


                                                                                                                   Accumulated
                                                                    Common Stock                  Additional        During The
                                                        -----------------------------------        Paid In         Development
                                                              Shares             Amount            Capital            Stage
                                                              ------             ------            -------            -----
<S>                                                            <C>                   <C>           <C>                 <C>
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)
                                                        ---------------------------------------------------------------------------

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)
                                                        ---------------------------------------------------------------------------

COMMON STOCK ISSUED FOR CASH AT:
$.0035 per share                                                23,794,871              2,379            81,006
$.00438 per share                                               91,469,131              9,146           391,545
$.0063 per share                                                21,322,969              2,132           132,375
$.0175 per share                                                32,762,330              3,276           570,799

Preferred Stock Issued in for Common Stock
Preferred Stock Issued in for Common Stock

COMMON STOCK ISSUED FOR NON-CASH:
Consulting at .006 to .030 per share                            33,644,841              3,366         1,083,663
                                                        ---------------------------------------------------------------------------
Net (Loss)                                                                                                               1,629,490

Balance, December 31, 2003                                     241,550,000           $ 24,155      $ 20,758,907      $ (22,745,145)
                                                        ===========================================================================

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

                                                               F-6
<PAGE>
<TABLE>
                                                            ATNG, INC.
                                                   (A Development Stage Company)
                                               Consolidated Statement of Cash Flows
                                          For the years ended December 31, 2002 and 2003
<CAPTION>

                                                                                                                  Cumulative from
                                                                                                                    Inception of
                                                                                                                  January 20, 2000
                                                                               2002               2003          to December 31, 2003
                                                                      -------------------------------------------------------------
<S>                                                                        <C>                 <C>                     <C>
Cash Flows From Operating Activities
     Net income (loss)                                                      (11,469,990)         1,629,489             (22,745,146)
  Adjustments to reconcile net (loss) to net cash
  (used) by operating activities:
     Depreciation                                                                 9,798                                     48,544
     Amortization of prepaid advertising                                      2,275,000                                  2,275,000
     Debt for expenses                                                                                                      80,433
     Write off of excess pruchase price of investment subsidary               3,162,202                                  3,162,202
     Write off of fixed assets                                                  127,255                                    127,255
     Write off of intellectual property                                           5,538                                    113,253
     Write off of marketable securities                                                                                    149,792
     Write off of Korean Joint Venture                                                                                     600,000
     Write off of prepaid advertising
      Income from liabilities forgiven                                                          (2,600,210)             (2,600,210)
     Common stock warrants issued for services                                                                              21,548
     Common stock issued for debt                                                99,553                                     99,553
     Common stock issued for services, salaries and interest                  2,644,174                                  6,768,242
     Common stock issued for advertising                                        109,800                                  3,109,800
     Common stock issued for investment banking services                      1,385,550                                  1,385,550
     Net change in other obligations                                                                                       177,460
  Changes in assets and liabilities
     (Increase) decrease in accounts receivable, prepaids and others             90,997                                     49,194
     Increase (decrease) in accounts payable, and accrued expenses            1,396,729            135,555               4,546,834
     Increase (decrease) in deferred revenue                                   (261,825)                                  (201,470)
                                                                      -------------------------------------------------------------
       Net cash provided (used) in operating activities                        (425,219)          (835,166)             (2,832,166)

Cash Flows From Investing Activities
     Cash paid for property and equipment                                       (19,048)                                   (87,602)
     Acquisition of subsidiaries not of cash acquired                             5,585                                      5,585
     Cash paid for intellectual property                                                                                  (113,253)
     Investment in Korean Joint Venture                                                                                   (600,000)
                                                                      -------------------------------------------------------------
       Net cash provided (used) in investing activities                         (13,463)                 -                (795,270)

Cash Flows From Financing Activities
     Proceeds from borrowing-related                                            128,763                                    583,763
     Repayment of borrowing-related                                             (48,976)                                  (113,176)
     Proceeds from borrowing-other                                               45,000                                    415,000
     Repayment of borrowing-other                                               (30,000)                                   (52,000)
     Proceeds from borrowing-bank                                                74,076                                     74,076
     Cash paid for offering costs                                                                                         (102,958)
     Proceeds from sale of common stock                                         187,750          1,192,659               3,180,224
                                                                      -------------------------------------------------------------
       Net cash provided (used) in financing activities                         356,613          1,192,659               3,984,929
                                                                      -------------------------------------------------------------

Net Increase (Decrease) in Cash                                                 (82,069)           357,493                 357,493

Cash Beginning of Period                                                         82,069                                          -
                                                                      -------------------------------------------------------------

Cash End of Period                                                         $          -        $   357,493             $   357,493
                                                                      =============================================================


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

                                                               F-7
<PAGE>

                                   ATNG, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   -----------


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 believed it 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 June 30, 2003, contain the financial statements for the companies
acquired. All inter-company balances and transactions have been eliminated in
consolidation. AIL-SDM did not fulfill their terms and conditions therefore the
acquisition transaction was rescinded. Financials have been adjusted
accordingly.

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 had difficulty raising sufficient
capital to continue its business objectives. Therefore, all telecom operations
were ceased, all employees terminated except the CEO, T. C. Kim by September 30,
2003. All assets were written off and all liabilities provided for in the
financial statements at June 30, 2003. The Company is no longer in the telecom
business. New management started taking over in November of 2002 with the intent
of managing debts, legal issues, getting out of the telecom business, and
focusing on business development and revitalization to regain shareholder value.


                                      F-8
<PAGE>

The new CEO had to accept the contingent liabilities in excess of $400,000
(personally) in tax exposure plus other substantial risk to start the turn
around process. The Company is transitioning to a business development
corporation (BDC) and reorganizing to revitalize and recapitalize. After
substantial research the new management discovered evidence of alleged
fraudulent claims by several creditors and "bad faith" legal claims. The Company
believes that it may prevail with the legal issues and settle the accounts
receivable by the end of 2004 if able to execute the revitalization objectives.
The revitalization is fraught with risk but it is probable that the Company will
do very well if the unfounded legal issues are settled and businesses are on
track. The legal issues have slowed the acquisitions in process but an
alternative strategy of strategic alliances should partially temper the damage
caused by the alleged frivolous and bad faith legal claims the Company has had
to deal with.

On September 6, 2003 at a meeting of the shareholders approved a proposal to
change the state of incorporation from Texas to Nevada. In addition, the total
authorized capital stock was increased to 900 million shares of common stock and
50 million shares of preferred stock.

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, compression technology (See Note 4). The compression
technology was too expensive to develop as of 2002 and was sold for future
consideration when said technology is ready for market.

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.

                                      F-9
<PAGE>

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. The compression technology (CT) and
all related rights associated rights were sold in December of 2002. ATNG
realized that the CT needed extensive work to bring it to market and chose to
sell it for future potential revenues.

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 shall be recognized from proceeds of Blue Kiwi Nutracuetical sales, 1st
U.S. Insurance Company of Nevada revenues, other strategic partners, consulting
fees, management fees and the sales of goods and services.

Telecom revenue was 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 were
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.

                                      F-10
<PAGE>

ADVERTISING

The Company expenses costs of print and media advertisements as of the first
date the advertisements took place. Advertising costs which have future
benefits, generally in the form of revenue, are capitalized and will be
amortized on a cost-pool-by-cost-pool basis over the period during which the
future benefits are expected to be received based on the ratio that current
period revenues for the direct-response advertising cost pool bear to the total
of current and estimated future period revenues for that
direct-response-advertising cost pool. These costs consist of radio and
newspaper advertising requiring response to a toll free telephone marketer.
Management estimates that the amortization period will not exceed two years, and
will periodically review and assess the recoverability of the prepaid
advertising and write down the asset to its estimated recoverable value if
deemed necessary. As of December 31, 2001, advertising costs of $2,275,000 were
recorded in prepaid expenses, of which $1,110,000 is non-current. As of December
31, 2002, all advertising has been written off as the Company had no telecom
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.

                                      F-11
<PAGE>

SHARE BASED COMPENSATION

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

CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers as cash equivalents
all highly liquid investments with a maturity of three months or less at the
time of purchase.

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


                                      F-12
<PAGE>

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

FAIR VALUE

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

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of
credit risk consist of cash. The Company maintains cash accounts at one
financial institution. 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, 2003 of [$22,745,145] and, at December 31, 2003,
has a working capital deficiency of $1,642,585. 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 10 value of its assets or discharge its
liabilities in the normal course of business, the Company may not be able to
continue operations and satisfy its' creditors.

                                      F-13
<PAGE>

NOTE 3 - PROPERTY AND EQUIPMENT

As of December 31, 2002 and September 30, 2003, the Company had no fixed assets.

NOTE 4 - INTELLECTUAL PROPERTY

At December 31, 2003, intellectual property
consists of: Patent application costs $ -0-.

At December 31, 2002, intellectual property consists of: Patent application
costs $ -0-.

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, 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. The patent and
all related technologies and trade secrets, etc. were sold in December 2002.

As of December 10, 2002 the patent application was too expensive for ATNG to
prosecute when you consider their financial situation. Also, the patent
application was nearly abandoned and in serious danger of being totally lost.
Therefore ATNG sold the rights to the technology to another company in exchange
for getting the patent application completed and issued and for future royalties
based on a percentage of gross profits.

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.

                                      F-14
<PAGE>

As of December 31, 2000 USATALKS.com, Inc. had filed for bankruptcy and the
Company charged to operations the cost of its investment. As of December 31,
2002 and June 30, 2003, these investments had been written off.

NOTE 6 - NOTES PAYABLE

     Notes payable at December 31, 2003 and December 31, 2002 consists of the
     following:
     -------------------------------------------------
     RELATED  PARTIES                                    12/31/03   12/31/02
     -------------------------------------------------------------  --------

     Note payable to officer/ director, unsecured, due on demand,
     interest at 7%                                             0   $243,805
     -------------------------------------------------------------  --------

     Note payable, to officer/director, unsecured, due on demand,
     interest at 7%                                             0    135,692
     -------------------------------------------------------------  --------

     Note payable to former officer, unsecured, due on demand,
     interest at 10%                               **      90,000     90,000
     -------------------------------------------------------------  --------
                                                         $ 90,000  $ 469,497
     --------------------------------------------------  ========  =========
         **This note is in dispute.  There is no valid evidence to support this
         claim.

     OTHER
     --------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand,
     interest at 7%                                      $      0   $112,000
     --------------------------------------------------  --------  ---------

     Note payable, unsecured, due on demand,
     interest at 7%                                             0     50,000
     --------------------------------------------------- --------  ---------

     Notes payable, unsecured, due December 27, 2001 to January 12, 2002,
     interest at 8%, convertible
     to common stock                                            0          0
     --------------------------------------------------- --------  ---------

     Note payable, unsecured, due May 26, 2001,
     interest at 8%                             **         11,000     11,000
     --------------------------------------------------- --------  ---------
         **This note is in dispute.  There is no valid evidence to support this
         claim.

     Note payable, unsecured, due on demand, interest
     Payable monthly at $5,000 cash, and 10,000 shares
     of common stock(Note 7)                                    0    100,000
     --------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand,
     interest at 7% and 10,000 shares of common
     stock                                                      0     25,000


                                      F-15
<PAGE>

     --------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand,
     interest at $500 per month                   **       20,000     20,000
     --------------------------------------------------- --------  ---------

         **We have been unable to locate any information related to the address
         of this individual or documentation to support the validation of the
         note.

                                                         $ 31,000  $ 318,000
     --------------------------------------------------  ========   ========
                                                           12/31/03   12/31/02
     BANKS
      Note payable Bank, due on demand, interest
     at 7% Payable monthly                   **          $       0  $300,000
     -------------------------------------------------------------  --------
     **According to the bank, ATNG never has owed this amount.

     Note: All these notes are being investigates for validity by management. A
     determination should be made during the 2nd quarter of 2004.

NOTE  7  -  OTHER  OBLIGATIONS

At December 31, 2003 and December 31, 2002, the Company was obligated to issue
shares of common stock in satisfaction of accounts payable and other contractual
obligations as follows:

                                                     12/31/03  12/31/02
     ----------------------------------------------  --------  ---------

     30,000 shares as additional consideration for
     Borrowings (Note 6)
     ----------------------------------------------  --------  ---------
     2,500 shares - other                            $  2,500  $   2,500
     ----------------------------------------------  --------  ---------
     51,000 shares for consulting services            135,600    135,600
     ----------------------------------------------  --------  ---------
     Shares at market price for services              180,000    180,000
     ----------------------------------------------  --------  ---------
     60,000 shares for interest on debt                     0      1,600
     ----------------------------------------------  --------  ---------
                                                     $318,100  $ 319,700
     ------------------------------------------------========  =========

To the best of our knowledge, all stock considerations have been settled.

NOTE 8 - COMMON STOCK

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

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.

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.

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.

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).

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

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

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:

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

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

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

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

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

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).

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).

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

497,576 shares pursuant to merger and reorganization with Pathobiotek. During
2002, the Company issued an aggregate 9,203,130 shares of its common stock as
follows:

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).

                                      F-16
<PAGE>

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

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

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

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

During the year ending December 31, 2003, the Company issued an aggregate
209,954,900 shares of its common stock as follows:

185,050,000 shares for employee stock incentive program; consideration of $
1,192,658.66

56,750,000 shares for various professional services. (31,845,100 shares were
returned to treasury).

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.

On September 6, 2003 at a meeting of the shareholders approved a proposal to
change the state of incorporation from Texas to Nevada. In addition, the total
authorized capital stock was increased to 900 million shares of common stock and
50 million shares of preferred stock.

NOTE 9 - PREFERRED STOCK

Series A will be composed of 20,000,000 shares, with every share thereof being
convertible into 10 shares of our common stock. The Series A preferred stock
will have no voting rights prior to conversion into our common stock.

Series B will be composed of 10,000,000 shares, with no conversion rights into
shares of our common stock. The Series B preferred stock will have one vote per
share on all matters submitted to a vote of the holders of our common stock,
including, without limitation, the election of directors.

Series C will be composed of 20,000,000 shares, with no conversion rights into
shares of our common stock. Each share of Series C preferred stock will have
voting rights equal to 100 votes per share of our common stock on all matters
submitted to a vote of the holders of our common stock, including, without
limitation, the election of directors.

5,000,000 shares of our Series C preferred stock were issued to Robert C.
Simpson, Ph.D., our sole officer and director and controlling shareholder.
1,000,000 shares of our Series A preferred stock was issued to each of Dr.
Simpson and E. Robert Gates, one of our controlling shareholders. The
consideration for the issuance of the shares of our preferred stock was the
exchange by Dr. Simpson of 10,000,000 shares of common stock, and the exchange
by Mr. Gates of 8,000,000 shares of common stock.

                                      F-17
<PAGE>

NOTE 10 - WARRANTS

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

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.

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

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

NOTE 11 - 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:

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.

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

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

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

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

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

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

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

NOTE 12 - RELATED PARTY TRANSACTIONS

Related party transactions are as follows:

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.
This amount is under investigation by new management for validation.

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.

                                      F-18
<PAGE>

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 an officer/director/founder $1,000 on an outstanding loan in
2001. This amount is under investigation by new management for validation.

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. This amount is under investigation
by new management for validation.

At the shareholders meeting on September 6, 2003 the following was authorized;
5,000,000 shares of our Series C preferred stock was issued to Robert C.
Simpson, Ph.D., our sole officer and director and controlling shareholder.
1,000,000 shares of our Series A preferred stock was issued to each of Dr.
Simpson and E. Robert Gates, one of our 15 controlling shareholders. The
consideration for the issuance of the shares of our preferred stock was the
exchange by Dr. Simpson of 10,000,000 shares of common stock, and the exchange
by Mr. Gates of 8,000,000 shares of common stock.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

In February 2001, the Company entered into a non-cancelable lease for office
facilities in Memphis, Tennessee. Minimum payments due under this lease are as
follows: 2002 $65,868 and 2003 $10,978. The Company vacated this property in
2002 and is negotiating with the landlord concerning this obligation. This
amount is under investigation by new management for validation.

NOTE 14 - 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 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. This amount is under
                  investigation by new management for validation.

The Company can not validate the fact that Crunk loaned money to the Company.
The Company considers Crunk's claims to be without 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 judgment as sanctions for the defendant's
failure to respond. Management believes that Crunk's claim is alleged without
merit.

The Company intends to defend the lawsuit vigorously. The case is presently on
hold due to actions of Crunk through Federal Court.

                                      F-19
<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 can not validate
                  the CNM debt. CNM refused refused to provide records required
                  for validation. Management is disputing all charges by CNM.
                  The litigation is in process. The Company has retained legal
                  counsel to answer the allegations and pursue counter claims.
                  The Company denies the additional off-network charges of
                  $133,000 which were billed retroactively 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 erasing the debt plus damages etc. 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
services, invoices and other costs by certain of its vendors. A judgment 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. The
new management is investigating these issues and learning that validity of the
debt is highly questionable.

NOTE 14 - EXTRAORDINARY EVENTS

SETTLEMENT OF OLD DEBTS - THE OVERALL PICTURE OF DEBT REDUCTION

Liabilities as of 12/31/03 were over $5,000,000 during 2003. $3,000.000 worth of
the debt was settled and another $2,000,000 was in the process of being settled.
To the best of our knowledge $765,000 in old debt still remains. This "old debt"
is in dispute due to the fact that we can not validate it. The records provided
by debtors due not have the level of detail that is standard in the industry.

We are continuing to pay down all validated debts inherited from prior
management and anticipate having all of the validated debts settled soon. We
shall continue to work on the not yet validated but related legal/debt issues
that are in dispute with the intent of settling this year.

SETTLEMENT OF OLD DEBTS - E. ROBERT GATES AND T.C. (TEDDY) KIM

E. Robert Gates and Tag Chong Kim signed off on their debt. We settled their
combined debt, which was $2,000,000 for a combined amount of $93,500.00.

E. Robert Gates and T.C. (Teddy) Kim were issued Common Stock of 8,000,000 and
1,000,000 shares respectively. The market price of the stock on December 31,
2003 was .01/share. The value was $80,000.00 and $10,000.00 respectively.

E. Robert Gates and T.C. (Teddy) Kim also received shares of preferred stock
valued at .10/per share. The shares issued were 25,000 and 10,000 shares
respectively. These are Series A, Preferred Stock shares. Each share of Series
A, Preferred Stock is convertible to 10 shares of Common Stock and has a value
of $2500.00 and $1,000.00 respectively if converted on 12/31/03.

                                      F-20
<PAGE>

SETTLEMENT OF OLD DEBTS - ASIAN INFO LINK (AIL)-SEGMENT DATA MANAGEMENT (SDM)

Asian Info Link (AIL) and Segment Data Management (SDM) were allegedly purchased
by ATNG from Elliot Kang and Roy Kim. The transaction has been reversed as
though it did not happen - according to the specifications of the contract and
also due to the lack of consideration from the principals of AIL and SDM. ATNG
paid for AIL-SDM as per the contract but AIL-SDM did not pay ATNG. ATNG received
no consideration, therefore was the acquisition was NEVER valid. Furthermore,
the assets of AIL and SDM were moved to another location and both companies
appear to be operating. Both companies appear to be operation autonomously.

                                      F-21
<PAGE>

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

         On April 29, 2003, we terminated Wheeler, Wasoff, P.C., as our
independent auditors. 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 our continuation 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.

         The change of accountants was approved by our board of directors.

         During the two most recent fiscal years and any subsequent interim
period through April 29, 2003 there have not been any disagreements between us
and Wheeler, Wasoff, P.C. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Wheeler, Wasoff, P.C.,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the financial statements for
such periods.

         Regulation S-K Item 304(a)(1)(v) is not applicable.

         As of April 25, 2003, we engaged Russell & Atkins, PLC as our auditors.
The decision to appoint them was recommended by our board of directors.

         During our two most recent fiscal years and any subsequent interim
period prior to the engagement of Hunter, Russell & Atkins, PLC, neither we nor
anyone on our behalf consulted with Russell & Atkins, PLC regarding either (i)
the application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might be rendered on
our financial statements or (ii) any matter that was either the subject of a
"disagreement" or a "reportable event."

         We have requested the former accountants to furnish us with a letter
addressed to the Commission stating whether it agrees with the statements made
by the registrant, and, if not, stating the respects in which they do not agree.
We included the former accountant's letter as Exhibit 16 of our Form 8-K filed
with the SEC on May 9, 2003.

ITEM 8A.      CONTROLS AND PROCEDURES.

         Our principal executive and financial officer reviewed and evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rule 15d-15(e)) as of December 31, 2003.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based upon and as of the date
of the evaluation, our principal executive and financial officer concluded that
the design and operation of our disclosure controls and procedures were
effective in all material respects to provide reasonable assurance that
information required to be disclosed in the reports we file and submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
as and when required. There has been no change in our internal control over
financial reporting during the fourth quarter of 2003 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

         CHANGES IN INTERNAL CONTROLS. Our principal executive and financial
officer is responsible for establishing and maintaining adequate internal
control over our financial reporting. Our principal executive and financial
officer concluded that our internal controls over financial reporting were
effective.

         There were no significant changes in our internal controls over
financial reporting or other factors that could significantly affect those
controls during our fourth fiscal quarter of the Year 2003 that has materially
affected, or is reasonably likely to materially affect our internal controls
over financial reporting.

                                       10
<PAGE>

                                    PART III

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

         Our sole director and executive officer is:
<TABLE>
<CAPTION>
            NAME                 AGE                            POSITION                         POSITION HELD SINCE
            ----                 ---                            --------                         -------------------
<S>                               <C>        <C>                                                        <C>
       Robert Simpson             61         President, Secretary, Chairman of the Board of             2003
                                                 Directors and Chief Financial Officer
</TABLE>

         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 major
clients including General Electric, Ford, RWD Technologies Inc. and Symbol
Technologies Inc. Dr. Simpson has extensive leadership, statistical methods,
teamwork and implementation skills. He was manager at General Motors for 12
years (1978 - 1990) in Manufacturing engineering, Projects for Advanced
Technologies and Organizational Development.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
our directors and certain of our officers, and persons holding more than ten
percent of our Common Stock are required to file forms reporting their
beneficial ownership of our Common Stock and subsequent changes in that
ownership with the Securities and Exchange Commission. Such persons are also
required to furnish us with copies of all forms so filed.

         Based solely upon a review of copies of such forms filed on Forms 3, 4,
and 5, and amendments thereto furnished to us, we believe that during the year
ended December 31, 2003, our executive officers, directors and greater than ten
percent beneficial owners complied on a timely basis with all Section 16(a)
filing requirements.

CODE OF ETHICS

         We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The code of ethics is
designed to deter wrongdoing and to promote:

o        Honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

o        Full, fair, accurate, timely, and understandable disclosure in reports
         and documents that we file with, or submits to, the SEC and in other
         public communications made by us;

o        Compliance with applicable governmental laws, rules and regulations;

o        The prompt internal reporting of violations of the code to an
         appropriate person or persons identified in the code; and

o        Accountability for adherence to the code.

         A copy of our code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions is attached to this Annual
Report as Attachment A. We have filed with the SEC a copy of the code of ethics
attached hereto. We have posted a copy of the code of ethics on our website at
www.atnginfo.com.

                                       11
<PAGE>

         We will provide to any person without charge, upon request, a copy of
our code of ethics. Any such request should be directed to our corporate
secretary at 1549 Leroy Street, Suite D-200, Fenton, Michigan 48430, telephone
number (810) 714 - 2978.

BOARD COMMITTEES

         AUDIT COMMITTEE. Our board of directors has created an audit committee
which is directly responsible for the appointment, compensation, and oversight
of the work of any registered public accounting firm employed by us (including
resolution of disagreements between our management and the auditor regarding
financial disclosure) for the purpose of preparing or issuing an audit report or
related work. Our board adopted a written charter for the audit committee, a
copy of which is attached to this Annual Report as Attachment A. The audit
committee reviews and evaluates our internal control functions. Since the audit
committee has been formed recently, and has not yet has not been formally
organized, there have been no meetings held or members appointed at the time of
this Annual Report.

         COMPENSATION COMMITTEE. Our board of directors has created a
compensation committee. The compensation committee makes recommendations to the
board of directors concerning salaries and compensation for our executive
officers and employees. Our board adopted a written charter for the compensation
committee, a copy of which is attached to this Annual Report as Attachment B.
Since the compensation committee has been formed recently, and has not yet has
not been formally organized, there have been no meetings held or members
appointed at the time of this Annual Report.

         EXECUTIVE COMMITTEE. We do not have an executive committee, although
our board of directors is authorized to create one.

ITEM 10.      EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table provides certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the last fiscal year) for services rendered in all capacities to ATNG Inc. and
our subsidiaries for the fiscal years ended December 31, 2003, 2002 and 2001.

<TABLE>
                                               SUMMARY COMPENSATION TABLE
<CAPTION>


                                           ANNUAL COMPENSATION                LONG TERM COMPENSATION
                                   --------------------------------    ------------------------------------
                                                                                AWARDS            PAYOUTS
                                                                       -------------------------- --------
                                                                       RESTRICTED    SECURITIES
                                   SALARY   BONUS      OTHER ANNUAL      STOCK       UNDERLYING     LTIP       ALL OTHER
   NAME AND PRINCIPAL                                  COMPENSATION     AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
        POSITION            YEAR     ($)      ($)           ($)            ($)           (#)         ($)          ($)
-------------------------- ------- -------- --------- ---------------- ----------- -------------- --------- ---------------
<S>                         <C>    <C>       <C>           <C>           <C>           <C>         <C>          <C>
   Dr. Robert Simpson       2003   $0

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

</TABLE>

COMPENSATION OF DIRECTORS

         None

EMPLOYMENT AGREEMENTS

         None

                                       12
<PAGE>

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The following table provides information as of the end of the most
recently completed fiscal year with respect to compensation plans (including
individual compensation arrangements) under which equity securities of the
registrant are authorized for issuance, aggregated as follows:

o        All compensation plans previously approved by security holders; and

o        All compensation plans not previously approved by security holders.

                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                                                             NUMBER OF SECURITIES
                                                                                           REMAINING AVAILABLE FOR
                                 NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE EXERCISE    FUTURE ISSUANCE UNDER
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING      EQUITY COMPENSATION PLANS
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND        (EXCLUDING SECURITIES
       PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS               REFLECTED IN COLUMN (A))
       -------------               -------------------                ------               ------------------------
                                            (a)                          (b)                          (c)
<S>                                     <C>                             <C>                            <C>
Equity compensation plans
approved by security holders                -0-                          -0-                          -0-
Equity compensation plans not
approved by security holders            241,800,000                     0.008                         -0-
Total                                   241,800,000                     0.008                         -0-
</TABLE>


         The following table presents information regarding the beneficial
ownership of all shares of our common stock as of the record date by:

o        Each person who beneficially owns more than five percent of the
         outstanding shares of our common stock;

o        Each of our directors;

o        Each of our named executive officers; and

o        All directors and officers as a group.

<TABLE>
<CAPTION>
                                                                                     SHARES BENEFICIALLY
                                                                                             OWNED (2)
                                                                                         TYPE NUMBER
               NAME AND ADDRESS OF BENEFICIAL OWNER (1)                                    PERCENT
               ----------------------------------------                                    -------
<S>                                                                       <C>                <C>            <C>
Dr. Robert Simpson                                                              Common        400,000       0.17%
                                                                          Series A Pfd       1,000,000      100%
All directors and executive officers as a group (one person)              Series C Pfd       5,000,000      100%

</TABLE>

--------------------
(1)  Unless otherwise indicated, the address for this stockholder is c/o ATNG
     Inc., 1549 Leroy Street, Suite D-200, Fenton, Michigan 48430. Also, unless
     otherwise indicated, the person named in the table above has the sole
     voting and investment power with respect to his shares of our common stock
     beneficially owned.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.


CHANGES IN CONTROL

         We do not know of any agreements, the operation of which may at a
subsequent date result in a change in control of ATNG Inc.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.

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

(a) Financial Statement Schedules.

         None.

                                       14
<PAGE>

         (b)      Exhibits

 EXHIBIT NO.                         IDENTIFICATION OF EXHIBIT
 -----------                         -------------------------

3.1*              Articles of Incorporation (incorporated by reference to to
                  Exhibit 3.1 to Form 8K filed 8/25/99).
3.2*              Articles of Amendment to the Articles of Incorporation
                  (incorporated by Reference to Exhibit 3 of Form 8K filed
                  10/22/01).
3.2*              Bylaws (incorporated by reference to Exhibit 3(ii) filed
                  with Form SB-2 October 4, 2001).
10.1*             Agreement & Plan of Reorganization (incorporated by Reference
                  to Exhibit 10.1 of Form 8K filed 9/21/01).
10.2*             Premiere Radio Network, Inc. Agreement (incorporated by
                  reference to Exhibit 10.2 to Form 10-KSB filed 05/16/2002).
10.3*             Dishnetwork, Inc. Agreement (incorporated by reference to
                  Exhibit 10.3 to Form 10-KSB filed 05/16/2002).
10.4*             News USA, Inc. Agreement (incorporated by reference to Exhibit
                  10.4 to Form 10-KSB filed 05/16/2002).
14**              Code of Ethics.
31.1**            Certification of Robert Simpson, President and Chief Executive
                  Officer of ATNG Inc., pursuant to 18 U.S.C.ss.1350, as adopted
                  pursuant toss.302 of the Sarbanes-Oxley Act of 2002.
31.2**            Certification of Robert Simpson, Chief Financial Officer and
                  Treasurer of ATNG Inc., pursuant to 18 U.S.C.ss.1350, as
                  adopted pursuant toss.302 of the Sarbanes-Oxley Act of 2002.
32.1**            Certification of Robert Simpson, President and Chief Executive
                  Officer of ATNG Inc., pursuant to 18 U.S.C.ss.1350, as adopted
                  pursuant toss.906 of the Sarbanes-Oxley Act of 2002.
32.2**            Certification of Robert Simpson, Chief Financial Officer and
                  Treasurer of ATNG Inc., pursuant to 18 U.S.C.ss.1350, as
                  adopted pursuant toss.906 of the Sarbanes-Oxley Act of 2002.

----------------
* Previously Filed
** Filed Herewith

         (c)      Reports on Form 8-K.

         Form 8-K filed on April 28, 2003 with respect to appointment of Dr.
Robert Simpson as our chairman, CEO, and director.

         Form 8-K filed on May 9, 2003 with respect to change in our certifying
accountant.

         Form 8-K filed on September 25, 2003 with respect to change of our
domicile from Texas to Nevada.

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         The aggregate fees billed by Russell & Atkins, PLC for professional
services rendered for the audit of our annual financial statements for fiscal
year 2003 were $15,000.00

         The aggregate fees billed by Wheeler, Wasoff, P.C. for professional
services rendered for the audit of our annual financial statements for fiscal
year 2002 were $0.00.

AUDIT-RELATED FEES

         The aggregate fees billed by Russell & Atkins, PLC for professional
services rendered for the audit of our annual financial statements for fiscal
year 2002 were $20,000.00.

         The aggregate fees billed by Wheeler, Wasoff, P.C. for professional
services rendered for the audit of our annual financial statements for fiscal
year 2002 were $39,067.37.


                                       15
<PAGE>

ALL OTHER FEES

         There were no other fees billed by Russell & Atkins, PLC or Wheeler,
Wasoff, P.C. for professional services rendered, other than as stated under the
captions Audit Fees, Audit-Related Fees, and Tax Fees.



                                   SIGNATURES

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

                                          ATNG INC.





Date: March 30, 2004
                                          By /s/ Robert Simpson
                                            ------------------------------------
                                              Robert Simpson,
                                              President, Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Annual Report has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          Signature                                        Title                                       Date
          ---------                                        -----                                       ----

<S>                                   <C>                                                         <C>
      /s/ Robert Simpson              President, Chief Executive Officer and Director             March 30, 2004
-------------------------------
        Robert Simpson

</TABLE>

                                       16
<PAGE>


                                                                    ATTACHMENT A
                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                  OF ATNG INC.

         AUDIT COMMITTEE PURPOSE. The Audit Committee of the Board of Directors
of ATNG Inc., a Nevada corporation, (the "Company") is appointed by the Board of
Directors to assist the Board of Directors in fulfilling its oversight
responsibilities. The Audit Committee's primary duties and responsibilities are
to:

o        Monitor the integrity of the Company's financial reporting process.

o        Provide systems of internal controls regarding finance, accounting, and
         legal compliance.

o        Monitor the independence and performance of the Company's independent
         auditors.

o        Provide an avenue of communication among the independent auditors,
         management, and the Board of Directors.

         The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

         AUDIT COMMITTEE COMPOSITION AND MEETINGS. Audit Committee members shall
meet the requirements of the National Association of Securities Dealers and the
criteria set forth in the Appendix 1 attached hereto. The Audit Committee shall
be comprised of two or more directors as determined by the Board of Directors,
each of whom shall be independent non-executive directors, free from any
relationship that would interfere with the exercise of his independent judgment.
All members of the Audit Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee shall have accounting
or related financial management expertise.

         Audit Committee members shall be appointed by the Board of Directors on
recommendation of a nominating committee. If an audit committee Chairman is not
designated or present, the members of the Audit Committee may designate a
Chairman by majority vote of the Audit Committee membership.

         The Audit Committee shall meet at least three times annually, or more
frequently as circumstances dictate. The Audit Committee Chairman shall prepare
and/or approve an agenda in advance of each meeting. The Audit Committee should
meet privately in executive session at least annually with management, the
independent auditors and as a committee to discuss any matters that the Audit
Committee or each of these groups believes should be discussed.

AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES.
--------------------------------------------

         Review Procedures.
         ------------------

o        Review and reassess the adequacy of this Charter at least annually.
         Submit the charter to the Board of Directors for approval and have the
         document published at least every three years in accordance with the
         Securities and Exchange Commission regulations.

o        Review the Company's annual audited financial statements prior to
         filing or distribution. Review should include discussion with
         management and independent auditors of significant issues regarding
         accounting principles, practices and judgments.

                                      A-1
<PAGE>

         In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes and
controls. Discuss significant financial risk exposures and the steps management
has taken to monitor, control and report such exposures. Review significant
findings prepared by the independent auditors together with management's
responses including the status of previous recommendations.

         INDEPENDENT AUDITORS. The independent auditors are ultimately
accountable to the Audit Committee and the Board of Directors. The Audit
Committee shall review the independence, and performance of the auditors and
annually recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances warrant.

o        Approve the fees and other significant compensation to be paid to the
         independent auditors.

o        On an annual basis, the Audit Committee should review and discuss with
         the independent auditors all significant relationships they have with
         the Company that could impair the auditors' independence.

o        Review the independent auditors' audit plan, and discuss scope,
         staffing, locations, reliance upon management and internal audit and
         general audit approach.

o        Prior to releasing the year-end earnings, discuss the results of the
         audit with the independent auditors. Discuss certain matters required
         to be communicated to audit committees in accordance with the American
         Institute of Certified Public Accountants Statement of Auditing
         Standards No. 61.

o        Consider the independent auditors' judgment about the quality and
         appropriateness of the Company's accounting principles as applied in
         its financial reporting.

         LEGAL COMPLIANCE. On at least an annual basis, review with the
Company's counsel, any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with applicable
laws and regulations, inquiries received from regulators or governmental
agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES.
---------------------------------------

o        Annually prepare a report to stockholders as required by the Securities
         and Exchange Commission. The report should be included in the Company's
         annual proxy statement.

o        Perform any other activities consistent with this Charter, the
         Company's Bylaws and governing law, as the Audit Committee or the Board
         of Directors deems necessary or appropriate.

o        Maintain minutes of meetings and periodically report to the Board of
         Directors on significant results of the foregoing activities.

o        Establish, review and update periodically a Code of Ethical Conduct and
         ensure that management has established a system to enforce this Code.

o        Periodically perform self-assessment of audit committee performance.

o        Review financial and accounting personnel succession planning within
         the Company.

o        Annually review policies and procedures as well as audit results
         associated with directors' and officers' expense accounts and
         perquisites. Annually review a summary of directors' and officers'
         related party transactions and potential conflicts of interest.

                                          By Order of the Board of Directors,


                                          By /s/ Robert Simpson
                                            ------------------------------------
                                              Robert Simpson, President


Dated March 30, 2004

                                      A-2
<PAGE>

                                                                      APPENDIX 1


                                    ATNG INC.
                    DEFINITION OF INDEPENDENCE AS IT PERTAINS
                           TO AUDIT COMMITTEE MEMBERS

         To be considered independent, a member of the Audit Committee cannot:

         1. Have been an employee of the Company or its affiliates within the
last three years;

         2. Have received compensation from the Company or its affiliates in
excess of $60,000 during the previous fiscal year, unless for board service, in
the form of a benefit under a tax-qualified retirement plan, or
non-discretionary compensation;

         3. Be a member of the immediate family of an executive officer of the
Company or any of its affiliates, or someone who was an executive officer of the
Company or any of its affiliates within the past three years;

         4. Be a partner, controlling stockholder, or executive officer of a for
profit organization to which the Company made, or from which the Company
received payments (other than those arising solely from investments in the
Company's securities) in any of the past three years in excess of the greater of
$200,000 or five percent of the consolidated gross revenues for that year of
either organization; or

         5. Be employed as an executive of another entity where any of the
Company's executives serves on that other entity's compensation committee.

         Subject to compliance with the listing requirements of The Nasdaq Stock
Market or any applicable stock exchange and the regulations of the Securities
and Exchange Commission, and under the limited circumstances set forth in such
listing requirements and regulations, one person (who is not a current employee
or family member of an employee) not meeting the foregoing criteria may be
appointed to the Audit Committee if the Board of Directors (i) determines that
the best interests of the Company and its stockholders so require, and (ii)
discloses, in the next annual proxy statement subsequent to such determination,
the nature of the relationship and the reasons for that determination.

<PAGE>


                                                                    ATTACHMENT B

                                   CHARTER OF
                           THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                  OF ATNG INC.

         COMMITTEE COMPOSITION. The Compensation Committee (the "Committee") of
the Board of Directors (the "Board") of ATNG Inc., a Nevada corporation (the
"Company"), will be comprised of at least two members of the Board who are not
employees of the Company. The members of the Committee, including the Committee
Chairman, will be annually appointed by and serve at the discretion of the
Board.

         FUNCTIONS AND AUTHORITY. The operation of the Committee will be subject
to the Articles of Incorporation of the Company and applicable Nevada laws and
any other applicable laws, rules or regulations, as in effect from time to time.
The Committee will have the full power and authority to carry out the following
responsibilities:

         1. To recommend the salaries, bonuses and incentives, and all cash,
equity and other forms of compensation (the "total compensation") paid to the
President and Chief Executive Officer of the Company, other members of the
management of the Company as may be required under Nevada law, and advise and
consult with the Chief Executive Officer regarding the compensation scheme for
all executive officers.

         2. To advise and consult with management to establish policies,
practices and procedures relating to the Company's employee stock, option, cash
bonus and incentive plans and employee benefit plans and, as may be required
under applicable law, and administer any such plans.

         3. To administer the Company's employee stock option plan and perform
the functions contemplated to be performed by the management with respect to the
President and Chief Executive Officer and all plan participants who may be
deemed "officers" for purposes of Section 16 of the Securities Exchange Act of
1934, as amended.

         4. To advise and consult with management regarding managerial personnel
policies and compensation schemes.

         5. To review and make recommendations to the full Board concerning any
fees and other forms of compensation paid to members of the Board for Board and
committee service.

         6. To exercise the authority of the Board concerning any policies
relating to the service by the President and Chief Executive Officer, or any
other member of management or executive officer, as a director of any unrelated
company, joint venture or other enterprise.

         7. At the Committee's sole discretion, to review all candidates for
appointment to senior managerial or executive officer positions with the Company
and provide a recommendation to the Board.

         8. At the Committee's sole discretion, to annually or periodically
interview all officers who directly report to the President and Chief Executive
Officer.

         9. To administer the annual performance review of the President and
Chief Executive Officer this is completed by the full Board. The Committee
Chairman together with the Chairman of the Board shall review the results of the
performance evaluation with the Chief Executive Officer.

         10. To perform such other functions and have such other powers as may
be necessary or convenient in the efficient discharge of the foregoing
responsibilities and as may be delegated by the Board from time to time.

         11. To regularly report to the Board the activities of the Committee,
or whenever it is called upon to do so.

                                      B-1
<PAGE>

         MEETINGS. The Committee will hold regular meetings each year as the
Committee may deem appropriate. The President and Chief Executive Officer and
Chairman of the Board, and any other invited employees and outside advisers, may
attend any meeting of the Committee, except for portions of the meetings where
his or their presence would be inappropriate, as determined by the Committee
Chairman.

         MINUTES AND REPORTS. The Committee will keep minutes of each meeting
and will distribute the minutes to each member of the Committee, and to members
of the Board who are not members of the Committee and the Secretary of the
Company. The Committee Chairman will report to the Board the activities of the
Committee at the Board meetings or whenever so requested by the Board.

                                         By Order of the Board of Directors,


                                         By /s/ Robert Simpson
                                           -------------------------------------
                                             Robert Simpson, President


Dated March 30, 2004.


                                      B-2