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,  2004.

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

                         COMMISSION FILE NO.  000-28519

                                   ZANN CORP.
               (Exact name of issuer as specified in its charter)

             (Exact name of registrant as specified in its charter)


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

   1549 NORTH LEROY STREET, SUITE D-200                 48430
           FENTON, MICHIGAN
(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 $0.001
                                                               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:  $1,423.

     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  March  21,  2005:  $179,137.83.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of common stock as of March 21, 2005: 4,228,861 shares of common stock.

     Documents  incorporated  by  reference:  None.

     Transitional  Small  Business Disclosure Format (Check one): Yes [_] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                   TABLE OF CONTENTS

<S>       <C>                                                                        <C>
Item 1.   Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.   Description of Property . . . . . . . . . . . . . . . . . . . . . . . . .   4
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . .  11
Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . . . .  12
Item 6.   Management's Discussion and Analysis or Plan of Operation . . . . . . . .  13
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
          Changes in and Disagreements With Accountants on Accounting and Financial
Item 8.   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 8A.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance
          With Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . .  20
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . .  21
Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . . . .  22
Item 13.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . .  24
</TABLE>


<PAGE>
                                     PART I

ITEM  1.     BUSINESS.

COMPANY  OVERVIEW

     The  Company  incorporated  in  Florida  on  March  4,  1999  as  Investra
Enterprises  Inc.  On  March 6, 2000, we completed a Share Purchase Agreement in
which  Pathobiotek  Diagnostics,  Inc.  a Texas Corporation, acquired all of our
issued  and  outstanding  shares  for  $150,000  for the purpose of completing a
merger  of  Pathobiotek Diagnostics, Inc. and Investra Enterprises.  Pathobiotek
Diagnostics,  Inc.,  a  Texas  corporation,  was  the  surviving  entity.

     Effective  September  7, 2001, we implemented a reverse split of our common
stock at the ratio of one post-consolidation share for each 40 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 percent
of  the  issued  and  outstanding  stock  of  ATNG,  Inc., a Nevada corporation.

     Following  the  October 16, 2001 reorganization, ATNG Acquisition, Inc. and
ATNG,  Inc.  merged.  On October 17, 2001, we changed our name to ATNG, Inc.  On
September  6,  2003 we changed our domicile from Texas to Nevada and changed our
name  to  ATNG  Inc.

     Effective  April 14, 2004, we terminated our strategic partnership with 1st
US  Holdings  International  Inc.,  a  Nevada  corporation  ("1st  US").  We had
previously  entered  into  a  strategic  alliance agreement with 1st US and were
planning to acquire 1st US upon completion of the third quarter of 2004 audit of
1st  US.

     Based  upon the audit, our management concluded that it was not in our best
interests or our stockholders to acquire 1st US.  Consequently, we cancelled our
plans  to  acquire  1st US and terminated our strategic partnership with 1st US.

     On August 10, 2004, we entered into an acquisition agreement with Robert C.
Simpson,  our  president,  chief executive officer, and majority shareholder, to
purchase  all  of  the issued and outstanding capital stock of Blue Kiwi Inc., a
Michigan corporation, for the sum of $5 million, payable in monthly installments
of  up  to  10 percent of our gross profit.  Our obligation to pay $5 million to
Dr.  Simpson  in connection with the Blue Kiwi is expressly conditioned upon our
generating  profit.  In the absence of profits, our obligation to pay $5 million
to  Dr.  Simpson  is without effect.  The obligation will not bear any interest.
As  a  result  of the Acquisition, Blue Kiwi became our wholly-owned subsidiary.

     On  August 24, 2004, we filed a Certificate of Designation establishing our
Series  A  Preferred  Stock.  20,000,000  shares  were  designated  as  Series A
Preferred Stock.  Each share of the Series A Preferred Stock is convertible into
10  shares  of  our  common  stock.  On  all  matters submitted to a vote of the
holders  of  the  common  stock,  including, without limitation, the election of
directors, a holder of shares of the Series A Preferred Stock is entitled to one
vote  on  such  matters  equal to the number of shares of the Series A Preferred
Stock  held  by  such  holder  at  the  record  date  for  the  determination of
stockholders  entitled  to  vote  on  such  matters.

     On  August 24, 2004, we filed a Certificate of Designation establishing our
Series  C  Preferred Stock, which was amended on March 21, 2005. Pursuant to our
Certificate of Designation, as amended, 25,000,000 shares of our preferred stock
are  designated  as  our  Series  C  Preferred Stock. The shares of our Series C
Preferred  Stock are not convertible into shares of our common stock. Each share
of our Series C Preferred Stock is entitled to 500 votes on any matter submitted
to  a  vote of our common stockholders.

     Effective  December  3,  2004,  we  changed  our  name  to "Zann Corp." and
authorized  4,000,000,000 shares of common stock, par value $0.001 per share and
350,00,000  shares  of  preferred  stock,  par  value  $0.001  per  share.


                                        1
<PAGE>
Also  effective  December 3, 2004, we implemented a one for 900 reverse split of
our  issued  and  outstanding  common  stock.

     All share and per share amounts presented in our financial statements which
are  part  of this Annual Report on Form 10-KSB have been restated retroactively
to  reflect  the  reverse stock split as if it had occurred on day one. However,
all  share and per share amounts have not been restated retroactively to reflect
the  split  in  the  narrative  portion  of  this  Annual Report on Form 10-KSB.
Consequently,  the  retroactive  restatement  may  cause  some  apparent
inconsistencies  between  the  narrative  portion  of this Annual Report on Form
10-KSB  and our other filings with the Securities and Exchange Commission on one
hand,  and  the financial statements and accompanying notes forming part of this
Annual  Report  on  Form  10-KSB  on  the  other  hand.

CURRENT  BUSINESS  PLAN

     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, as
amended  (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.  The  discussion  of our 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.  In addition,
we  may  acquire  assets  and  establish  wholly  owned  subsidiaries in various
businesses  or  acquire  existing  businesses  as  subsidiaries.

     We have the option of converting into a Business Development Corporation at
a  time  of our choosing between now and December 3, 2005.  If our board decides
that  it  is in our best interests to become a Business Development Corporation,
we would do so by filing a Form N-54 with the Securities and Exchange Commission
and  electing  to be governed by the Investment Company Act of 1940, as amended.
We  would  continue  to be subject to the periodic reporting requirements of the
Exchange  Act.

     As  part  of our investigation of potential merger candidates, our officers
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.

     We  intend  to  concentrate on identifying preliminary prospective business
opportunities  that may be brought to our attention through present associations
of  our  officers,  or  by  our  shareholders. In analyzing prospective business
opportunities,  we  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 his investigation.  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,  as  required  by  the  Exchange  Act.


                                        2
<PAGE>
     We  will  not  restrict  our  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.

KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
our  president, Robert C. Simpson, Ph.D.  Dr. Simpson has played a major role in
developing  and  executing our business strategy.  The loss of Dr. Simpson could
have  an  adverse  effect  on  our  business  and  our  chances  for  profitable
operations.  While  we  intend  to  employ  additional  management and marketing
personnel  in  order  to  minimize  the critical dependency upon any one person,
there can be no assurance that we will be successful in attracting and retaining
the  persons  needed.  If  we  do  not  succeed  in retaining and motivating our
current  employees and attracting new high quality employees, our business could
be adversely affected.  We do not maintain key man life insurance on the life of
Dr.  Simpson.

OUR  FINANCIAL  RESULTS  MAY  BE  AFFECTED  BY  FACTORS  OUTSIDE  OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which are outside our control.  Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues and may vary from our projections.  We may be unable to adjust spending
rapidly  enough  to  compensate  for  any  unexpected  revenues  shortfall.
Accordingly,  any  significant  shortfall in revenues in relation to our planned
expenditures  would materially adversely affect our business, operating results,
and  financial  condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are  not  necessarily  a  meaningful  indication  of  future  performance.

CORPORATE  OFFICES

     Our  executive office is located at 1549 Leroy Street, Suite D-200, Fenton,
Michigan  48430,  telephone  number  (810)  714-2978.

RECENT  EVENTS

     Effective March 8, 2005, we filed a Certificate of Designation establishing
our  Series  B  Preferred  Stock.  1,250,000  shares have been designated as our
Series  B  Preferred  Stock.  Each  share  of  the  Series  B Preferred Stock is
convertible  into  one share of our common stock.  On all matters submitted to a
vote  of  the  holders  of  the Common Stock, including, without limitation, the
election  of  directors,  a  holder of shares of the Series B Preferred Stock is
entitled to the number of votes on such matters equal to the number of shares of
the  Series  B  Preferred Stock held by such holder.  The shares of the Series B
Preferred  Stock  rank  superior  to  the shares of our common stock, and to the
shares  of  all  other  series  of  our  preferred  stock.

     Effective  March  10,  2005, we effected a reverse split of our authorized,
issued and outstanding common stock on the basis of one post-consolidation share
for  each  350  pre-consolidation  shares.

     On  May  12,  2004,  the  United  States  Bankruptcy  Court for the Central
District  of  California  filed  an  order  approving joint motion of debtor and
petitioning creditors to dismiss the involuntary bankruptcy.  This order was not
appealed  by  any  creditors  and  became  final  on  Monday,  May  24,  2004.


                                        3
<PAGE>
Employees

     We  have seven full-time employees and five part-time employees as of March
28,  2005.  As  we grow, we will need to attract an unknown number of additional
qualified employees.  Although we have experienced no work stoppages and believe
our  relationships  with  our  employees  are  good, we could be unsuccessful in
attracting  and  retaining  the  persons  needed.  None  of  our  employees  are
currently  represented  by  a  labor  union.

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.

     Inasmuch  as each business unit is unique in relation to the other business
units  and  requires  budgeting  relative  to  the overall corporate financials,
marketing is directed and coordinated at the headquarters level with significant
involvement  by  the  marketing  person  assigned  to each business unit.  It is
important  to  note  that  the  marketing discipline transcends all products and
services  in  both  theory  and execution; however, each particular product line
does  require  a specialist, hence our organizational and operational structure.

     In  brief,  the  business  units  are  formed  surrounding  the  following:

-    Monochronal antibodies and gene therapy;

-    Nutritional supplements (Blue Kiwi);

-    Franchising of niche market vehicle dealerships; and

-    Financial services

     As  is  easily  recognized,  the  markets for each are widely different and
require  special  expertise.  We  will  focus our efforts in antibodies and gene
therapy  and  nutritional  supplements  nationally.  For  niche  market  vehicle
dealership  franchises  and financial services, we will concentrate in the Upper
Midwest  Region  initially  around our base in Fenton, Michigan, with a plan for
future  expansion  as  these  business  units  develop.

RISK  FACTORS

NEED  FOR  ONGOING  FINANCING.

     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain  sufficient  capital  on  acceptable terms, if at all.  Failure to obtain
such capital or generate such operating revenues would have an adverse impact on
our  financial  position  and results of operations and ability to continue as a
going  concern.  Our  operating  and capital requirements during the next fiscal
year  and thereafter will vary based on a number of factors, including the level
of  sales  and marketing activities for our services and products.  There can be
no  assurance  that  additional  private  or public financing, including debt or
equity  financing,  will  be  available  as  needed,  or, if available, on terms
favorable  to  us.  Any  additional  equity  financing  may  be  dilutive  to
stockholders  and such additional equity securities may have rights, preferences
or  privileges  that  are  senior  to  those  of  our  existing  common  stock.


                                        4
<PAGE>
     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.

     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a dilution in their ownership.  In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.

BUSINESS  CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships may be subject to the policies and practices of the customers.  We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce  our  reliance  on  our  current  customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS,  RISKS  AND  UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL  FLUCTUATIONS  IN  QUARTERLY  OPERATING  RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific  to our industry. Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at  our early stage of development, occurrences such as accounting treatment can
have  a  material  impact  on  the results for any quarter. Due to the foregoing
factors,  among  others, it is likely that our operating results will fall below
our  expectations  or  those  of  investors  in  some  future  quarter.

LACK  OF  INDEPENDENT  DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors,  our  officers  and directors could establish policies and enter into
transactions without independent review and approval thereof. This could present
the  potential  for  a  conflict  of  interest  between  us and our stockholders
generally  and  the  controlling  officers,  stockholders  or  directors.

LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our


                                        5
<PAGE>
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper benefit from the transaction.  Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with  these  activities  they act in good faith and in a manner that
they  reasonably  believe  to  be in, or not opposed to, our best interests, and
their  conduct  does  not  constitute  gross negligence, misconduct or breach of
fiduciary  obligations.

MANAGEMENT  OF  POTENTIAL  GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial systems resources.  To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material  adverse  effect  on  us.

DIVIDENDS.

     We  have  never  declared nor paid cash dividends on our capital stock.  We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising requirements.  However, under the
terms of our certificate of designation for the Series B preferred stock, we are
obligated  to  pay dividends to the holders of our Series B preferred stock on a
yearly  basis.  The yearly dividend will consist of such number of shares of our
Series  B  Preferred  Stock  which number will equal 10 percent of the aggregate
number  of  shares of our Series B Preferred Stock shares held by such holder of
our  Series B Preferred Stock on December 31 immediately proceeding the dividend
payment  date.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

POSSIBLE  VIOLATIONS  OF  SECURITIES  LAWS.

     We  filed a registration statement on Form S-8 in June 2004 with respect to
plans  offering  shares  of  our common stock to employees and consultants.  The
registration  statement  was  subsequently  amended  four  times,  reflecting
amendments  to  the plans.  We have just learned that two of the consents issued
by our auditors referenced our financial statements for the year ending December
31,  2002  rather than December 31, 2003.  We have also determined that consents
of  our  auditors  were  mistakenly  not included in the filings of three of the
amendments.  The  failures  to  have  proper  consents  on  our  filings  were
inadvertent, but nonetheless, approximately 497,000,000 of our S-8 shares having
an approximate value of $497,000 were issued to 15 employees and 12 consultants.
Included  within  the 27 persons were five of our then current shareholders, and
21  of our previous shareholders.  The issuances of the S-8 shares may have been
in  violation  of  Section  5  of  the Securities Act and state securities laws.

     In  the  event  that  the registration of such shares is deemed not to have
been  effective  and any of the exemptions from registration with respect to the
issuance  of  such  securities  under  the  Securities  Act and applicable state
securities  laws  were  not available, we may face exposure to claims by federal
and  state  regulators  for  any  such


                                        6
<PAGE>
violations.  In  addition, if any purchaser of our securities were to prevail in
a  suit  resulting  from  a  violation of the Securities Act or applicable state
securities  laws  with respect to the unavailability of such exemption, we could
be  liable  to return the amount paid for such securities with interest thereon,
less  the amount of any income received thereon, upon tender of such securities,
or  for  damages if the purchaser no longer owns the securities.  As of the date
of this annual report, we are not aware of any alleged specific violation or the
likelihood  of  any  claim.  There can be no assurance that litigation asserting
such  claims  will  not  be  initiated,  or  that  we  would prevail in any such
litigation.

RISKS  RELATING  TO  OUR  BUSINESS

WE  ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market trends, employment costs, and administrative expenses.  We
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to  finalize  development of our products or services or operate profitably.  If
we  cannot  operate  profitably,  you  could  lose your entire investment.  As a
result of the nature of our business, initially we expect to sustain substantial
operating  expenses  without  generating  significant  revenues.

OUR  AUDITORS  HAVE  STATED  WE  MAY  NOT  BE  ABLE  TO  STAY  IN  BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt  that  we  can  continue  as  an  ongoing business for the next 12 months.
Unless  we  can  raise  additional  capital,  we  may not be able to achieve our
objectives  and  may  have  to  suspend  or cease operations.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

OUR  ACQUISITION  STRATEGY  INVOLVES  A  NUMBER  OF  RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.

RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most  likely  fail.  We  do  not  have commitments for additional financing.  To
secure  additional  financing,  we  may  need  to  borrow  money  or  sell  more
securities,  which  may  reduce  the value of our outstanding securities.  Under
these  circumstances,  we  may  be  unable  to  secure  additional  financing on
favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.


                                        7
<PAGE>
     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so.  During 2003 and 2004, our common stock was sold
and purchased at prices that ranged from a high of $0.15 to a low of $0.0015 per
share.  The  inability  to  sell  your  shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.

     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;

-    Changes  in  market  valuations  of  similar  companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both increased and decreased.  The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading  price  of  our  common  stock  might  be  in  the  future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other  preferences,  special  rights  and qualifications of any such series.  We
have  no intention of issuing preferred stock at the present time.  Any issuance
of  preferred  stock  could adversely affect the rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's ownership interest in Zann Corp. would be proportionally reduced.  No
investor  will  have  any  preemptive  right to acquire additional shares of our
common  stock,  or  any  of  our  other  securities.


                                        8
<PAGE>
THE  ISSUANCE  OF  SHARES  UPON  THE  EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares  upon  the  exercise  of  warrants  may result in
substantial  dilution  to  the interests of other stockholders since the selling
stockholders  may  ultimately  convert  and  sell  the  full  amount issuable on
conversion.  There  is no upper limit on the number of shares that may be issued
which will have the effect of further diluting the proportionate equity interest
and  voting  power  of  holders of our common stock, including investors in this
offering.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the OTC Bulletin Board, such as Zann Corp., must be
reporting  issuers  under Section 12 of the Exchange Act, and must be current in
their  reports under Section 13, in order to maintain price quotation privileges
on  the  OTC  Bulletin  Board.  If  we  fail  to remain current on our reporting
requirements, we could be removed from the OTC Bulletin Board.  As a result, the
market  liquidity  for  our  securities  could be severely adversely affected by
limiting the ability of broker-dealers to sell our securities and the ability of
stockholders  to  sell  their  securities  in  the  secondary  market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the SEC.  For any transaction involving a penny stock, unless exempt,
the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and

-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
     the  broker  or  dealer  must:

-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.


                                        9
<PAGE>
     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock  held in the account and information on the limited market in penny stocks

ITEM  2.     DESCRIPTION  OF  PROPERTY.

     We  lease  office  space  at  1549  N.  Leroy  Street, Suite D-200, Fenton,
Michigan  48430.  Our lease costs $1,030.00 per month and is scheduled to expire
June  30,  2005.  We  also  lease  space  at 1537 N. Leroy St., Suite F, Fenton,
Michigan  48430.  Our  lease  costs  $900.00 per month.  Our lease expired as of
March  31,  2005.  We  are  continuing  the  lease  on  a  month to month basis.

ITEM  3.     LEGAL  PROCEEDINGS.

     We  were forced to defend an Involuntary Petition filed on July 15, 2003 by
three  creditors  in  the Bankruptcy Court in Los Angeles, California under Case
No.  03-28687-BB.  The  case  related  to  an  old  debt  related to our telecom
business  that  was  based  in  California,  which has not been the focus of our
business  since  late 2002.  On May 12, 2004, the United States Bankruptcy Court
for  the Central District of California filed an order approving joint motion of
debtor  and  petitioning  creditors to dismiss the involuntary bankruptcy.  This
order  was  not  appealed  by  any creditors and became final on Monday, May 24,
2004.

     On  October  21,  2004,  the  State  of  Nevada, Department of Business and
Industry, Division of Insurance filed Cause No.03.758, Cease and Desist Order in
the matter of 1st US Insurance Company of Nevada; 1st US Holdings International;
ATNG,  Inc.;  Matthew  Jennings; Robert C. Simpson; and Stephen Turner, charging
that  Respondents transacted insurance business in and from the State of Nevada,
without  holding  a Certificate of Authority as an insurer.  Upon investigation,
ATNG Inc. and Robert C. Simpson having been found in, all instances, innocent of
such  charge.  The Commissioner of Insurance and Hearing Officer of the State of
Nevada,  Department  of Business and Industry, Division of Insurance filed March
19,  2005  to  dismiss  without  prejudice  from  Cause  No.03.758.

     James  Crunk,  our  former  employee,  filed suit against us and two of our
founders  on  July  20,  2001.  Crunk  alleged  that  he  was hired as our Chief
Financial  Officer  under  a  contract  that  provided  certain benefits.  Crunk
alleged  that  he  was  induced  to  come  to  work  for  us through a series of
misrepresentations about us and the benefit that the employment would provide to
Crunk.  Crunk  alleged  that  he  loaned  money to us that was never repaid.  He
alleged  further  that  he  was  terminated  without  cause  in violation of his
employment  contract  and that we terminated him because he threatened to expose
certain  allegedly  illegal  conduct.  Crunk  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 sought actual damages
of  $2,000,000,  treble damages and attorney fees.  The Crunk suit was dismissed
with  prejudice  on  March  22, 2005 in the United States District Court for the
Western  District  of  Tennessee.


                                       10
<PAGE>
     On  December  28,  2004,  R.  Patrick  Liska filed a lawsuit in a Minnesota
District  Court  asserting  claims  against  the Company and a third party.  The
lawsuit  has  since  been  transferred  to  the  United States District Court in
Minnesota.  The  lawsuit  alleges  that  Mr. Liska served as a director and Vice
Chairman  of  the  Board  of the Company in 2004.  The lawsuit seeks recovery of
1,000,000  shares of the Company's series A convertible preferred stock, salary,
vacation  pay,  and  various business expense reimbursements.  Additionally, the
lawsuit  alleges  that  the  Company  was engaged in a joint enterprise with the
third  party,  and  as  a result, the Company is liable for any salary, vacation
pay,  stock  grants,  or  expense  reimbursements allegedly due and owing to Mr.
Liska  by the third party.  All of the operative allegations in the lawsuit have
been denied by the Company.  Because this proceeding is in its initial stage, it
is  difficult to predict with any degree of certainty the potential liabilities,
if  any,  associated  with  the  lawsuit.

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

     On December 3, 2004, the holder of the majority of our voting capital stock
acted  by  written  consent  to  effect  the  following  corporate  actions:

     1.     Amend  our  articles  of incorporation to change our name from "ATNG
Inc."  to  "Zann  Corp.";

     2.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our  common  stock  from 900,000,000 to
4,000,000,000  shares;

     3.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our  preferred stock from 50,000,000 to
350,000,000  shares;

     4.     Grant discretionary authority to our board of directors to implement
a reverse stock split of our common stock on the basis of one post-consolidation
share  for  up to each 900 pre-consolidation shares to occur at some time within
12  months of the date of this information statement, with the exact time of the
reverse  split  to  be  determined  by  the  board  of  directors;  and

     5.     Grant  discretionary  authority  to  the  directors  to  implement a
proposal  for  us  to become a Business Development Corporation to occur at some
time  within 12 months of the date of this information statement, with the exact
time  of  such  conversion  to  be  determined  by  the  board  of  directors.

     Robert  C.  Simpson, Ph.D., our president, secretary, chairman of the board
of  directors  and  chief  financial  officer, held 282,000 shares of our common
stock,  1,800,000  shares of our Series A preferred stock, and 10,000,000 shares
of  our  Series  C  preferred  stock  on the record date for the above-described
corporate  actions.  On  the  record  date,  each  share  of our common stock is
entitled  to one vote on all matters brought before the stockholders, each share
of  our  Series A preferred stock outstanding entitled the holder to one vote of
the  common stock on all matters brought before the stockholders, and each share
of  our Series C preferred stock outstanding entitled the holder to 100 votes of
the common stock on all matters brought before the stockholders.  Therefore, Dr.
Simpson  had  the power to vote 10,002,082,000 shares of the common stock, which
number exceeded the majority of the 822,226,906 issued and outstanding shares of
our common stock on the record date.  Because the certificate of designation for
our  Series  C  preferred stock has been amended subsequently to the record date
for  the  above-described  corporate actions, each share of our currently issued
and  outstanding shares currently entitles the holder to 500 votes of the common
stock  on  all  matters  brought  before  the  stockholders.

     Dr.  Simpson  voted  in favor of the proposed amendments to our articles of
incorporation  and  for  the  grant of discretionary authority to the board with
respect to the stock split and conversion to a Business Development Corporation.
Dr.  Simpson  had  the  power to pass the proposed corporate actions without the
concurrence  of  any  of  our  other  stockholders.

                                     PART II


                                       11
<PAGE>
Item  5.     Market  for  Common  Equity  and  Related  Stockholder  Matters.

     Until  December  3,  2004,  our common stock was quoted on the OTC Bulletin
Board  under  the symbol "ATNG.OB."  On December 3, 2005, in connection with our
name  change,  our  symbol changed from "ATNG.OB" to "ZANN.OB."  Effective March
10, 2005, our symbol was changed from "ZANN.OB." to "ZANC.OB."  These quotations
reflect  inter-dealer  prices, without mark-up, mark-down or commission, and may
not  represent  actual  transactions.

<TABLE>
<CAPTION>
CALENDAR YEAR 2003   HIGH    LOW
<S>                 <C>    <C>
First Quarter         .15    .02
Second Quarter        .08   .008
Third Quarter         .02  .0035
Fourth Quarter      .0238  .0041

CALENDAR YEAR 2004   HIGH    LOW
First Quarter       .0229  .0076
Second Quarter      .0135  .0049
Third Quarter       .0068  .0021
Fourth Quarter      .0019  .0015
</TABLE>

     As  of  March  21,  2005,  we  had  4,228,861  shares  of  our common stock
outstanding.  Our  shares  of  common  stock  are  held  by  approximately  877
stockholders  of  record.  The  number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of common
stock  whose  shares are held in the names of various security brokers, dealers,
and  registered  clearing  agencies.

SECTION  15(G)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to  persons  other  than  established  customers  and  accredited  investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized  disclosure  document.

     Rule  15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny  stock"  transaction  unless  the  broker-dealer  first  discloses  and
subsequently  confirms  to  the customer the current quotation prices or similar
market  information  concerning  the  penny  stock  in  question.

     Rule  15g-4  prohibits  broker-dealers  from  completing  "penny  stock"
transactions  for  a  customer  unless  the broker-dealer first discloses to the
customer  the  amount of compensation or other remuneration received as a result
of  the  penny  stock  transaction.

     Rule  15g-5  requires  that  a  broker-dealer  executing  a  "penny  stock"
transaction,  other  than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities that are registered by us pursuant to Section 12 of the Exchange Act:


                                       12
<PAGE>
<TABLE>
<CAPTION>
                 SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                      (a)              (b)             (c)               (d)
                 --------------  ---------------  --------------  -----------------
                                                                       Maximum
                                                   Total number      number (or
                                                  of shares (or      approximate
                                                      units)      dollar value) of
                                                   purchased as      shares (or
                                                     part of       units) that may
                  Total number                       publicly          yet be
                 of shares (or    Average price     announced         purchased
                     units)         paid per         plans or      under the plans
Period             purchased     share (or unit)     programs        or programs
---------------  --------------  ---------------  --------------  -----------------
<S>              <C>             <C>              <C>             <C>

October 2004. . .           -0-              -0-             -0-                -0-
November 2004 . .           -0-              -0-             -0-                -0-
December 2004 . .           -0-              -0-             -0-                -0-
                 --------------  ---------------  --------------  -----------------
Total . . . . . .           -0-              -0-             -0-                -0-
                 ==============  ===============  ==============  =================
</TABLE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section 27A of the Securities Act and Section 21E of the Exchange Act.
Actual  operations  and  results  may  materially  differ from present plans and
projections  due  to changes in economic conditions, new business opportunities,
changed  business  conditions, and other developments.  Other factors that could
cause  results  to  differ  materially  are  described  in  our filings with the
Securities  and  Exchange  Commission.

     There  are  several  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside  investors and/or bank and mezzanine lenders and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-KSB to be accurate as of the date
hereof.  Changes may occur after that date.  We will not update that information
except  as  required  by  law  in  the  normal  course  of its public disclosure
practices.

GENERAL.

     We  are  approximately  two and a half years into a turnaround period.  All
planned  acquisitions  are  either  completed  or cancelled, with one exception;
Sartam  Industries  Inc.  Those  which  were  cancelled  did  not meet our audit
compliance standards.  We completed the acquisition of Blue Kiwi Inc. in the 3rd
Quarter  of 2004.  Blue Kiwi has two products on the market, the Fatigue Pack(R)
and  the  PMS  Pack(TM).

     The  first  business unit was formed with the acquisition of Blue Kiwi Inc.
during  the  3rd  Quarter  of  2004  and  the remaining business units have been
initiated  internally.  As  a  result,  period  to  period  comparisons  are not
meaningful. Our revitalization process began in the fall of 2002 when the former
management team departed. At that time Robert Simpson assumed the role of acting
chief  executive  officer  and  the  operating  objectives  were  as  follows:

     -     Raise operating capital to sustain operations and improve all aspects
of  the  business;

     -     Settle  all  old  debts incurred prior to the 4th quarter of 2002 and
keep  all  debt  current  going  forward


                                       13
<PAGE>
     -     Manage  the  legal  issues,  including those inherited from the prior
management  team

     -     Achieve  profitability;  and

     -     Create  shareholder  value.

     The  first  four  objectives  were  achieved  by or during 2004 as follows:

     -     We raised enough working capital for a turnaround and revitalization;

     -     $9,000,000.00  in  debt  and  legal exposure inherited from the prior
management  was  settled,  with  the  exception  of  $235,000  in payroll taxes,
$238,724 in Accounts Payable and $116,000  in  salaries.

     -     Most  of  the  liabilities  currently  shown  in  the  financials are
expected  to  be  written  off  as  their  statute  of  limitations  allows;

     -     The  remaining  tax  liability  is  down  to  less  than $88,000; and

     -     All  the  legal  issues inherited from the prior management have been
settled  and  there  is  one  new  legal  action.

     The  acquisition  of  Blue  Kiwi  Inc.  is  complete  and  the products are
beginning  to sell.  The national TV ad campaign run in the fall of 2004 did not
meet  our  expectations.  Our  new  product  development  team  has more than 45
products in the final stages of development with expectations of 25 new products
per  quarter  going  into  distribution.

     We  have three promising patents, one for a blood-borne bacteria associated
with  multiple  sclerosis  and  chronic  fatigue syndrome, one for an activating
virus  associated  with AIDS and several cancers, and one for analog compression
technology.  The  most  promising  of  these is the bloodborne bacterium patent.
Monoclonal  antibodies  are being tested and are performing as per requirements.

     The  company has four current business units and one planned acquisition as
follows:

     -    Monoclonal antibodies and gene therapy;

     -    Nutritional supplements (Blue Kiwi);

     -    Franchising of Niche market vehicle dealerships;

     -    Financial services; and

     -    Sartam Industries, Inc. (semi-automatic riveting system).


                                       14
<PAGE>
TECHNOLOGY  AND  PATENTS

     We  currently  own  the  following  patents:

     -     Compression  Technology,  Patent  Number US 6,724,326 B1, dated April
20, 2004, assigned to ZANN Corp. on February 21, 2005, serial number 10/345,834;

     -     Human  Blood  Bacterium, Patent Number US 6,255,467 B1, dated July 3,
2001, assigned to ZANN Corp. on February 21, 2005, serial number 09/187,946; and

     -     Human and Marmoset Activating Viruses, Patent Number US 6,177,081 B1,
dated  January  23,  2001,  assigned  to ZANN Corp. on February 21, 2005, serial
number  08/901,128.

RESULTS  OF  OPERATIONS

TWELVE  MONTHS  ENDED  DECEMBER  31,  2004  COMPARED  TO THE TWELVE MONTHS ENDED
DECEMBER  31,  2003.

REVENUE

     Revenue  for  the  12 months ended December 31, 2004 was $1,423 compared to
$0.00  for  the  12  months  ended  December  31, 2003, an increase of $1,423 or
approximately  100  percent. Revenue increased as a result of the acquisition of
Blue Kiwi, Inc. in August, 2004. The acquisition was accounted for as a purchase
in  accordance  with  SFAS  141  and,  accordingly, the operating results of the
acquired  company  have  been  included  in the Company's consolidated financial
statements  since  the  date  of  acquisition.

     We  expect  to generate additional revenues during the coming 12 months due
to  consummation  of  planning and execution of our Strategic Business Plans for
two of our four existing business units, nutritional supplements and franchising
of niche market vehicle dealerships. Also we expect the potential acquisition of
Sartam  Industries,  Inc.  to  generate  revenues,  if  the  acquisition  is
materialized.

Cost  of  Revenue

     Cost  of revenue was $12,847 for the year ended December 31, 2004, compared
to  no cost of revenue for the year ended December 31, 2003. The cost of revenue
was  exceptionally  large  in  relation to revenue due to product promotions and
sample  expense  due  to  the  introduction  of Blue Kiwi products to the market
place.

General  and  Administrative  Expenses

     General  and  administrative  expenses  ("G&A") were $11,266,274 for the 12
months  ended  December 31, 2004, compared to $2,240,797 for the 12 months ended
December  31,  2003, an increase of $9,025,477 or approximately 403 percent. The
increase  in  G&A  is  due primarily due to expenses associated principally with
equity-based  compensation  to  employees  and  consultants  comprised  of:

<TABLE>
<CAPTION>
<S>                                               <C>
Common Stock issued to Employees for services     $2,778,485
Preferred Stock issued to Employees for services   3,044,650
Common Stock issued to Consultants for services    3,934,449
                                                  ----------
                Total                             $9,757,584
                                                  ==========
</TABLE>

SETTLEMENT  OF  DEBTS  AND  LIABILITIES

     We  continued  to  pursue an active program to settle all outstanding debts
and  liabilities  from  the predecessor company. During the years ended December
31,  2004  and  December  31,  2003,  a  number of debts were settled by partial
payments  of  cash or issuance of Common or preferred Stock. We will continue to
pursue  the  same  course  during  2005 and until all debts have been settled or
forgiven.


                                       15
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     We  intend  to  continue  to  find  ways to expand our business through new
product  development  and  introduction  and possibly through completing the one
planned  acquisition.  We believe that revenues and earnings will increase as we
grow.  We  anticipate that we will incur smaller losses in the near future if we
are  able  to expand our business and the marketing of our products and services
now  under  development.  The losses will be created to the extent of the excess
of  technology  development  and  marketing  expenses  over  the  income  from
operations.  Our  operating  losses  as  shown  may be perceived as alarming and
possibly  indicate  a  downward  spiral  leading  to  the demise of the company;
however,  from  management's  point  of  view,  there  is  a  bright side to the
operating  losses  which  have  accumulated  to  approximately  $31,000,000  are
tapering off.  The positive side of this operating loss will be beneficial to us
as  two  -  three  of  our  business units become profitable in 2005 and the net
operating  loss  will  allow  us  to accumulate cash without paying taxes in the
foreseeable  future.

     During  the  12  months  ended  December  31,  2004, we generated cash from
financing  activities  of  $1,651,499  and investing activities of $159,612.  We
used  cash in operating activities of $2,128,714 resulting in a reduction in our
cash  balance  from December 31, 2003 of $317,603.  Cash and cash equivalents at
December  31,  2004  were  $39,890.

     At December 31, 2004 our current liabilities exceeded our current assets by
$677,933  which  results  in  a  capital  deficiency.

     In  order  to execute our business plan, we will need to acquire additional
capital  from  debt  or  equity  financing.

Our  independent  certified  public  accountants  have  stated  in their report,
included  in  this Form 10-KSB, that due to our net loss and negative cash flows
from  operations,  in  addition  to  a  lack  of operational history, there is a
substantial  doubt  about  our  ability  to  continue as a going concern. In the
absence  of  significant revenue and profits, we will be completely dependent on
additional  debt  and  equity financing arrangements. There is no assurance that
any  financing  will  be  sufficient  to  fund our capital expenditures, working
capital  and  other  cash  requirements  for the fiscal year ending December 31,
2005.  No  assurance  can  be  given  that  any  such additional funding will be
available or that, if available, can be obtained on terms favorable to us. If we
are  unable  to  raise  needed funds on acceptable terms, we will not be able to
execute  our business plan, develop or enhance existing services, take advantage
of  future  opportunities  or  respond to competitive pressures or unanticipated
requirements.  A  material  shortage  of capital will require us to take drastic
steps  such  as  further reducing our level of operations, disposing of selected
assets  or  seeking an acquisition partner. If cash is insufficient, we will not
be  able  to  continue  operations.

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-an  amendment  of  SFAS  123."  This
statement  amends  SFAS  No.  123, "Accounting for Stock-Based Compensation," to
provide  alternative  methods  of  transition for a voluntary change to the fair
value  based  method  of  accounting  for stock-based employee compensation.  In
addition,  this  statement amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of  the  method


                                       16
<PAGE>
used on reported results.  We have chosen to continue to account for stock-based
compensation  using  the intrinsic value method prescribed in APB Opinion No. 25
and  related  interpretations.  Accordingly,  compensation  expense  for  stock
options  is  measured  as  the  excess,  if any, of the fair market value of the
Company's  stock at the date of the grant over the exercise price of the related
option.  The  Company  has  adopted the annual disclosure provisions of SFAS No.
148 in its financial reports for the year ended December 31, 2004 and will adopt
the  interim  disclosure provisions for its financial reports for the subsequent
periods.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  November  2004,  the Financial Accounting Standards Board (FASB) issued
SFAS 151, Inventory Costs- an amendment of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

     In  December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing  Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to  reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided  in  AICPA  Statement  of  Position (SOP) 04-2, Accounting for Real
Estate  Time-Sharing Transactions. This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to  state that the guidance for (a) incidental operations and (b) costs incurred
to  sell  real  estate  projects  does  not  apply  to  real estate time-sharing
transactions.  The  accounting  for those operations and costs is subject to the
guidance  in  SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
We  do  not  anticipate  that  the  implementation  of this standard will have a
material  impact on its financial position, results of operations or cash flows.

     On  December  16,  2004,  the Financial Accounting Standards Board ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

     On  December  16,  2004,  FASB  issued  Statement  of  Financial Accounting
Standards  No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No.  29,  Accounting for Nonmonetary Transactions (" SFAS 153").  This statement
amends  APB  Opinion  29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance.  Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  We  do  not anticipate that the implementation of this standard will
have  a material impact on its financial position, results of operations or cash
flows.


                                       17
<PAGE>
Off-Balance  Sheet  Arrangements

     We  do  not  have  any  off-balance  sheet  arrangements.

ITEM  7.     FINANCIAL  STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report  as  indexed  in  the  appendix  on  page  F-1  through  F-23.

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

     On  June 24, 2004, we dismissed our independent auditor, Russell and Atkins
PLC  ("Russell  and  Atkins").

     Russell and Atkins' reports on our financial statements for the years ended
December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer of
opinion,  and  were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that Russell and Atkins reports on our Form 10-KSB
for  the  years  ended December 31, 2002 and 2003 raised substantial doubt about
our  ability  to  continue  as  a  going  concern.

     The  decision to dismiss Russell and Atkins was recommended by our Board of
Directors.

     During  the  two most recent fiscal years and any subsequent interim period
through  June  24,  2004  there  have  not been any disagreements between us and
Russell  and  Atkins  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 Russell and Atkins, would
have  caused  it to make reference to the subject matter of the disagreements in
connection  with  its  reports  on  our  financial  statements for such periods.

     On  June  22,  2004  we  engaged  Malone  &  Bailey, P.C., certified public
accountants, ("Malone & Bailey") as our independent accountants to report on our
balance  sheet  as  of December 31, 2004, and the related combined statements of
income,  stockholders'  equity  and  cash  flows  for the years then ended.  The
decision  to  appoint  Malone  &  Bailey was approved by our Board of Directors.

     During  our  two most recent fiscal years and any subsequent interim period
prior  to the engagement of Malone & Bailey, neither we nor anyone on our behalf
consulted  with  Malone  &  Bailey  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  provided  Russell and Atkins with a copy of our current report on
Form  8-K  before  its  filing  with  the  Commission on July 22, 2004.  We have
requested  Russell  and  Atkins  to  furnish  us  with a letter addressed to the
Commission  stating  whether  they  agreed with the statements made by us in our
report on Form 8-K and, if not, stating the respects in which they do not agree.
We  have filed Russell and Atkins' letter as an exhibit to our current report on
Form  8-K  filed  with  the  Commission  on  July  22,  2004.

     On  January  25,  2005, as reported in our current report on Form 8-K filed
with  the  Commission,  and  our  Amended Current Report, with the Commission on
February  14,  2005,  on January 18, 2005, we dismissed our independent auditor,
Malone  &  Bailey,  P.C., Certified Public Accountants ("Malone & Bailey").  The
decision  to  dismiss Malone & Bailey was recommended by our Board of Directors.
We  have engaged Malone & Bailey on June 22, 2004 as its independent accountants
to report on our balance sheet as of December 31, 2004, and the related combined
statements  of  income,  stockholders'  equity  and cash flows for the year then
ended.

     There  were  no  disagreements  with  Malone  &  Bailey  on  any  matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,  which  if  not  resolved  to  Malone  &  Bailey's


                                       18
<PAGE>
satisfaction  would  have caused them to make reference to the subject matter of
the  disagreement  in  connection  with  their  report.

     On  January  18, 2005, we engaged Russell Bedford Stefanou Mirchandani, LLP
("Russell  Bedford")  as  our  independent  accountants to report on our balance
sheet  as  of  December 31, 2004, and the related combined statements of income,
stockholders'  equity  and cash flows for the years then ended.  The decision to
appoint  Russell  Bedford  was  approved  by  our  Board  of  Directors.

     During  our  two most recent fiscal years and any subsequent interim period
prior  to the engagement of Russell Bedford, neither we nor anyone on our behalf
consulted  with  Russell  Bedford  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 provided Malone & Bailey with a copy of our current report and our
Amended  current  report  before  their  filing  with  the  Commission.  We have
requested  Malone  &  Bailey  to  furnish  us  with  a  letter  addressed to the
Commission  stating  whether  they  agree  with the statements made by us in our
Current  Report,  as amended, and, if not, stating the respects in which they do
not  agree.  We have filed Malone & Bailey's letter as an Exhibit to our Amended
Current  Report,  filed  with  the  Commission  on  February  14,  2005.

ITEM  8A.     CONTROLS  AND  PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period  covered  by  this  Annual  report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes in internal controls over financial reporting.  There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

ITEM  8B.     OTHER  INFORMATION.

     None.


                                       19
<PAGE>
                                    PART III

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

     Our  directors  and  executive  officer  are:

<TABLE>
<CAPTION>
      NAME         AGE                     POSITION                     POSITION HELD SINCE
      ----         ---                     --------                     -------------------
<S>                <C>  <C>                                             <C>
Robert C. Simpson   62  President, Secretary, Chairman of the Board of                 2003
                            Directors

George E. Betts     67  Chief Financial Officer                                        2005
</TABLE>

     Our  executive  officers  are  elected  annually by our board of directors.

     Robert  C.  Simpson  has  been CEO of Pathobiotek Diagnostics, Inc, (Texas)
from  1993  -  2001.  From  2001-  to date he has been president and director of
Pathobiotek Inc., et al (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.

     George  E. Betts is a senior executive with extensive experience in finance
and  management.  His twenty-three year career has included working as a partner
in  Deloitte  and  Touche  with  12  years  experience in the Far East as Senior
Partner  of  the  Hong  Kong  office.  He  has  extensive  knowledge of business
practices  in  the  Far  East.  He  is responsible for establishing Deloitte and
Touche  in China. He served as Executive Vice President, Chief Operating Officer
and Chief Financial Officer for Herbalife, Inc., a direct selling company in the
health  and  nutrition  industry. There he was responsible for the International
expansion  of  the  Company, opening operations in over 15 countries. He managed
growth  of  the  Company  from  staff  of 15 to over 1,500 in two years, and was
responsible  for  taking the Company public. He served on the Board of Directors
of  the  Direct Selling Association and the Direct Selling Foundation. His other
business  experience  includes  owning  and  managing small business in the wood
products  industry  and acting as a financial consultant to the organization and
management  of  an  Offshore  Bank.  Mr.  Betts  was elected our Chief Financial
Officer  effective  April  14,  2005.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 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, we are aware of one person who during the year ended December 31, 2004, was a
director,  officer,  or  beneficial owner of more than ten percent of our common
stock,  and  who  failed to file, on a timely basis, reports required by Section
16(a)  of  the  Exchange  Act  during  such  fiscal  year  as  follows:

-    Robert  C.  Simpson.  Dr.  Simpson  was  an officer and director during the
     entire  year  2004. Dr. Simpson failed to timely file a Form 4 for the year
     ended  December  31,  2004.

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:

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

-    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;

-    Compliance  with  applicable  governmental  laws,  rules  and  regulations;

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

-    Accountability  for  adherence  to  the  code.


                                       20
<PAGE>
     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 was filed as an exhibit to
our  Annual  report  for  the  year  ended December 31, 2003, and filed with the
Commission  on  March  30, 2004.  We have posted a copy of the code of ethics on
our  website  at  www.zanncorp.com.

     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  North  Leroy  Street,  Suite  D-200,  Fenton,  Michigan  48430.

ITEM  10.     EXECUTIVE  COMPENSATION.

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

                           SUMMARY COMPENSATION TABLE

     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 Zann Corp. and
our  subsidiaries:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                               ANNUAL COMPENSATION                 LONG TERM COMPENSATION
                          ---------------------------------  ------------------------------------
                                                                      AWARDS             PAYOUTS
                                                            ---------------------------  --------
                                                             RESTRICTED    SECURITIES
                                             OTHER ANNUAL      STOCK       UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL         SALARY    BONUS   COMPENSATION     AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
POSITION            YEAR    ($)       ($)         ($)           ($)            (#)         ($)          ($)
----------------------------------------------------------------------------------------------------------------
<S>                 <C>   <C>       <C>      <C>            <C>           <C>            <C>       <C>
Robert C. Simpson   2002         0        0              0             0              0         0              0
                    2003  $ 10,800        0              0         1,000              0         0              0
                    2004  $ 77,600        0              0     2.369,000              0         0              0
George Betts*       2003         0        0              0       141,000              0         0              0
----------------------------------------------------------------------------------------------------------------
<FN>
*George  Betts was elected our Chief Financial Officer on April 14, 2005. During
the fiscal year ended December 31, 2004, Mr. Betts received 15,000 Shares of our
Series  A preferred stock, valued at approximately $141,000 in consideration for
his  services  as  our  Chief  Financial  Officer.
</TABLE>

EMPLOYMENT  AGREEMENTS

     None.

CONFIDENTIALITY  AGREEMENTS

     None.

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:

-    All  compensation  plans  previously  approved  by  security  holders;  and

-    All  compensation  plans  not  previously  approved  by  security  holders.


                                       21
<PAGE>
<TABLE>
<CAPTION>
      PLAN CATEGORY              NUMBER OF SECURITIES TO BE       WEIGHTED-AVERAGE EXERCISE     NUMBER OF SECURITIES REMAINING
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING OPTIONS,    AVAILABLE FOR FUTURE ISSUANCE
                               OUTSTANDING OPTIONS, WARRANTS         WARRANTS AND RIGHTS           UNDER EQUITY COMPENSATION
                                         AND RIGHTS                          (B)                  PLANS (EXCLUDING SECURITIES
                                            (A)                                                    REFLECTED IN COLUMN (A))
                                                                                                              (C)
-----------------------------  ------------------------------  -------------------------------  -------------------------------
<S>                            <C>                             <C>                              <C>
Equity compensation plans
approved by security holders                              -0-  N/A                                                          N/A
Equity compensation plans not
approved by security holders                    1,471,000,381  $                        0.0028                              N/A

Total                                           1,471,000,381  $                        0.0028                       12,000,000
</TABLE>

Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth,  as  of  December 31, 2004, information
concerning  ownership  of  our  securities  by:

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

-    Each  person  who  owns  beneficially  outstanding  shares of our preferred
     stock;

-    Each  director;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.

<TABLE>
<CAPTION>
                                                    COMMON STOCK  BENEFICIALLY   PREFERRED STOCK   BENEFICIALLY
                                                              OWNED (2)                      OWNED (2)
                                                    ---------------------------  -------------------------------
     NAME AND ADDRESS OF BENEFICIAL OWNER (1)          NUMBER        PERCENT          NUMBER          PERCENT
-------------------------------------------------  ------------  -------------  ----------------  -------------
<S>                                                 <C>           <C>            <C>               <C>
Robert C. Simpson, Ph.D. (3) . . . . . . . . . . .        62,858          0.15      1,800,000 (4)            72
Robert C. Simpson, Ph.D. (3) . . . . . . . . . . .                                 10,000,000 (5)        100.00
George E. Betts (6)                                            0             0         15,000 (4)             0
George E. Betts (6)                                            0             0         15,000 (4)            0.6
                                                    ------------  -------------     1,800,000 (4)            72
All directors and officers as a group (two persons)       62,858          0.15     10,000,000 (5)        100.00
                                                    ============  =============
</TABLE>

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

(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  Zann  Corp.,  1549  N. Leroy St., Suite D-200, Fenton, Michigan 48430,
     Telephone  (810)  714-2978.  Also,  unless otherwise indicated, each person
     named  in  the  table  above  has the sole voting and investment power with
     respect  to  the  shares  of  our  common  and  preferred  stock  which  he
     beneficially  owns.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     As  of March 21, 2005, the total number of outstanding shares of the common
     stock  is 4,228,861, the total number of outstanding shares of the Series A
     preferred  stock  is  2,497,700 shares, and the total number of outstanding
     shares  of  the  Series  C  preferred  stock  is  10,000,000  shares.
(3)  Each  share  of  our  common  stock  is entitled to one vote on all matters
     brought before the stockholders, each share of our Series A preferred stock
     outstanding  entitles  the  holder  to  one vote of the common stock on all
     matters  brought  before  the  stockholders, and each share of our Series C
     preferred  stock outstanding entitles the holder to 500 votes of the common
     stock  on  all  matters  brought  before  the  stockholders. Therefore, Dr.
     Simpson  has  the power to vote 5,001,862,858 shares of the common stock as
     of  March  21,  2005.
(4)  Series  A  preferred  stock.
(5)  Series  C  preferred  stock.
(6)  George Betts was elected our Chief Financial Officer on April 15, 2005.

     There  are no arrangements, known to us, including any pledge by any person
of  our  securities, the operation of which may at a subsequent date result in a
change  in  control  of  Zann  Corp.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     On August 10, 2004, we entered into an acquisition agreement with Robert C.
Simpson,  our  president,  chief executive officer, and majority shareholder, to
purchase  all  of  the issued and outstanding capital stock of Blue Kiwi Inc., a
Michigan corporation, for the sum of $5 million, payable in monthly installments
of  up  to  10 percent of our gross profit.  Our obligation to pay $5 million to
Dr.  Simpson  in  connection  with  the  Blue  Kiwi  is  expressly


                                       22
<PAGE>
conditioned  upon  our  generating  profit.  In  the  absence  of  profits,  our
obligation  to  pay $5 million to Dr. Simpson is without effect.  The obligation
will  not  bear  any interest.  As a result of the Acquisition, Blue Kiwi became
our  wholly-owned  subsidiary.

     Pathobiotek  Inc.  is under License Agreement with us as of October 1, 2004
through  December  31, 2004 for receipt of management/consulting services in the
amount  of  $53,000.00.  Payment is scheduled upon presentation of invoice by us
and  may be extended up to 24 months with the unpaid principal accruing interest
at  a  rate  of  one  percent  per  month. This amount is currently outstanding.
Pathobiotek  Inc.  is  owned  and controlled by Dr. Simpson, our Chief Executive
Officer.

     CarZann  Inc.  is  under  License  Agreement  with us as of October 1, 2004
through  December  31, 2004 for receipt of management/consulting services in the
amount  of  $32,600.00.  Payment is scheduled upon presentation of invoice by us
and  may be extended up to 24 months with the unpaid principal accruing interest
at  a  rate  of  one  percent  per  month. This amount is currently outstanding.
CarZann  Inc.  is  owned  and  controlled  by  Dr.  Simpson, our Chief Executive
Officer.

     Future  Beverages  Inc. is under License Agreement with us as of October 1,
2004  through December 31, 2004 for receipt of management/consulting services in
the  amount of $27,700.00.  Payment is scheduled upon presentation of Invoice by
the  Company  and  may  be  extended  up  to 24 months with the unpaid principal
accruing  interest at a rate of one percent per month.  This amount is currently
outstanding.  Future  Beverages Inc. is owned and controlled by Dr. Simpson, our
Chief Executive Officer.

     R.  Simpson  Associates,  Inc.  is  under  License  Agreement with us as of
October  1,  2004 through December 31, 2004 for receipt of management/consulting
services  in the amount of $8,671.00.  Payment is scheduled upon presentation of
invoice  by  us  and  may  be extended up to 24 months with the unpaid principal
accruing  interest at a rate of one percent per month.  This amount is currently
outstanding.  R.  Simpson  Associates,  Inc.  is  owned  and  controlled  by Dr.
Simpson,  our  Chief Executive Officer.

     ATNG-MI  Inc.  is  under  License  Agreement  with us as of October 1, 2004
through  December  31, 2004 for receipt of management/consulting services in the
amount of $8,000.00. Payment is scheduled upon presentation of invoice by us and
may be extended up to 24 months with the unpaid principal accruing interest at a
rate  of  one  percent  per month. This amount is currently outstanding. ATNG-MI
Inc.  is  owned  and  controlled by Dr. Simpson, our Chief Executive Officer.

     During  the  years  ended  December  31, 2004 and 2003 the employees of the
Company  were  paid  through related entities owned by Dr. Robert Simpson. These
related  entities  are  responsible  for  payroll,  all  payroll  taxes,  health
insurance plans and all other employee benefits. The Company paid these entities
$314,612.99  and  $46,209.67  respectively,  which  has  been included in either
General  and  Administrative expenses or Reimbursed expenses in the accompanying
financial statements, per prior auditor adjustments. All amounts due the related
entities  were  paid  as  of  December  31,  2004  and  as of December 31, 2003.

ITEM  13.     EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
-------
   NO.                                             IDENTIFICATION OF EXHIBIT
   --                                              -------------------------
<S>      <C>

3.1 **   Articles of Incorporation.
3.2*     Articles of Amendment to Articles of Incorporation.
3.3*     Articles of Amendment to Articles of Incorporation.
3.4*     Certificate of Designation establishing our Series A Preferred Stock, filed effective August 24, 2004.
3.5*     Certificate of Designation establishing our Series C Preferred Stock, filed effective August 24, 2004.
3.6*     Certificate of Amendment to the Certificate of Designation establishing our Series C Preferred Stock,
         filed effective March 21, 2005.
3.7*     Articles of Amendment to our Articles of Incorporation, filed effective on December 3, 2004.
3.8*     Certificate of Designation establishing our Series B Preferred Stock, filed effective on March 8, 2005.
3.9*     Certificate of Change, filed effective on March 10, 2005.
10.1**   Blue Kiwi Acquisition Agreement.
10.2*    Investra Articles of Merger.
10.3*    Pathobiotek Acquisition Agreement.


                                       23
<PAGE>
14**     Code of Ethics
21*      Subsidiaries.
31.1*    Certification of Robert C. Simpson, President, Secretary, Chairman of the Board of Directors and Chief
         Financial Officer of Zann Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the
         Sarbanes-Oxley Act of 2002.
31.2*    Certification of George E. Betts, Chief Financial Officer of Zann Corp., pursuant to 18 U.S.C.
         Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
32.1*    Certification of Robert C. Simpson, President, Secretary, Chairman of the Board of Directors and Chief
         Financial Officer of Zann Corp., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the
         Sarbanes-Oxley Act of 2002.
32.2*    Certification of George E. Betts, Chief Financial Officer of Zann Corp., pursuant to 18 U.S.C.
         Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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

ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

     The  aggregate  fees billed by Russell and Atkins for professional services
rendered for the audit of Zann Corp. annual financial statements for fiscal year
2003  were  $15,000.00.

     The  aggregate  fees  billed  by  Malone & Bailey for professional services
rendered  for  the  audit of Zann Corp. financial statements for the fiscal year
2003  and  2004  were  $4,700.00.

AUDIT-RELATED  FEES

     The  aggregate  fees billed by Russell and Atkins for assurance and related
services  that  are reasonably related to the performance of the audit or review
of  Zann  Corp.  financial  statements  for  fiscal  year  2004  were $2,000.00.

     The  aggregate  fees  billed  by  Malone & Bailey for assurance and related
services  that  are reasonably related to the performance of the audit or review
of  our  financial  statements  for  fiscal  year  2004  were  $5,100.00.

ALL  OTHER  FEES

     There  were  no  other  fees billed by Russell Bedford Stefanou Mirchandani
LLP,  Malone  & Bailey or Russell and Atkins for professional services rendered,
other  than as stated under the captions Audit Fees, Audit-Related Fees, and Tax
Fees.

Policy  On  Audit  Committee  Pre-Approval  Of  Audit  And Permissible Non-Audit
Services  Of  Independent  Auditors

     The  Company  currently  does  not  have  a designated Audit Committee, and
accordingly,  the  Company's  Board  of  Directors' policy is to pre-approve all
audit  and  permissible non-audit services provided by the independent auditors.
These  services may include audit services, audit-related services, tax services
and  other  services.  Pre-approval is generally provided for up to one year and
any  pre-approval  is  detailed  as  to  the  particular  service or category of
services and is generally subject to a specific budget. The independent auditors
and  management  are  required  to periodically report to the Company's Board of
Directors  regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date.  The  Board  of  Directors  may  also pre-approve particular services on a
case-by-case  basis.


                                       24
<PAGE>
                                   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.

                                            Zann  Corp.



Date: April 18, 2005.

                                            By /s/ Robert C. Simpson
                                               ---------------------------------
                                               Robert C. Simpson,
                                               President, Secretary, Chairman of
                                               the Board of Directors


     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>
<S>                    <C>                                             <C>
     Signature                             Title                           Date
     ---------                             -----                           ----
/s/ Robert C. Simpson  President, Secretary, Chairman of the Board of  April 18, 2005
---------------------                    Directors
  Robert C. Simpson
</TABLE>


                                       25
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2004 AND 2003



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934




                                   ZANN CORP.


<PAGE>
                                   ZANN CORP.
                          INDEX TO FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>
                                                                                      Page No.
                                                                                     ----------
<S>                                                                                  <C>
Report of Independent Registered Certified Public Accounting Firm                       F-3

Consolidated Balance Sheets as of December 31, 2004 and 2003                            F-5
Consolidated Statements of Operations For the Years Ended December 31, 2004 and
2003                                                                                    F-6
Consolidated Statements of (Deficiency in) Stockholders' Equity For the Years Ended
December 31, 2004 and 2003                                                              F-7
Consolidated Statements of Cash Flows For the Years Ended December 31, 2004 and
2003                                                                                    F-8
Notes to Consolidated Financial Statements                                           F-9 ~ F-21
</TABLE>


                                       F-2
<PAGE>
                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------


        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
        -----------------------------------------------------------------

     Board  of  Directors
     Zann  Corp.
     Fenton,  MI

          We  have  audited  the accompanying consolidated balance sheet of Zann
     Corp.,  ("Company")  as  of  December 31, 2004 and the related consolidated
     statements of operations, deficiency in stockholders equity, and cash flows
     for  the  year  ended December 31, 2004. These financial statements are the
     responsibility  of  the  company's  management.  Our  responsibility  is to
     express  an  opinion  on the financial statements based upon our audit. The
     financial  statements  of  Zann  Corp.  as of December 31, 2003, before the
     restatement  described  in  Note  S,  were  audited by other auditors whose
     report,  dated  March 25, 2004, on those statements included an explanatory
     paragraph  regarding  the  substantial doubt about the Company's ability to
     continue  as  a  going  concern  as  discussed  in  Note R to the financial
     statements.


          We  have  conducted  our audit in accordance with the standards of the
     Public Company Accounting Oversight Board (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 provide a
     reasonable  basis  for  our  opinion.

          In  our  opinion,  the  financial statements referred to above present
     fairly,  in  all  material respects, the consolidated financial position of
     Zann  Corp.  at December 31, 2004 and the results of its operations and its
     cash  flows  for  the  year  ended  December  31,  2004, 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 R, 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 R. The financial statements
     do  not  include any adjustments that might result from the outcome of this
     uncertainty.

          As  discussed in Note S, the Company restated its Consolidated Balance
     Sheet  as  of  December  31,  2003  , and the related Statements of Losses,
     Deficiency  in  Stockholders'  Equity  and  Cash  Flows  for the year ended
     December  31,  2003.



                             /s/ RUSSELL BEDFORDSTEFANOU MIRCHANDANI  LLP
                             --------------------------------------------
                             Russell  Bedford  Stefanou  Mirchandani  LLP

                             Certified  Public  Accountants

New  York,  New  York
April  1,  2005


                                       F-3


<PAGE>
                             Russell and Atkins, PLC
                          Certified Public Accountants
                             5809 N. Grand, Suite D
                             Oklahoma City, OK 73118
    _______________________________________________________________________

                     Independent Registered Auditors' Report

To the Board of Directors and Stockholders
Zann Corp. (formerly ATNG, Inc.)

We  have  audited  the  accompanying balance sheet of Zann Corp. (formerly ATNG,
Inc.)  as  of  December  31,  2003,  and  the  related statements of operations,
stockholders'  deficiency  and cash flows for the year ending December 31, 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 Zann Corp (formerly ATNG, Inc.)
as  of  December  31, 2003, and the results of its operations and its cash flows
for  the  year  then  ended  in  conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern. As discussed in Note R, 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  R.  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-4
<PAGE>
<TABLE>
<CAPTION>
                                                     ZANN CORP.
                                            CONSOLIDATED BALANCE SHEETS

                                                                                              December 31,
                                                                                              ------------
                                                                                       2004                   2003
                                                                              ----------------------  ----------------------
                                                                                                       (as restated- Note S)
<S>                                                                           <C>                     <C>
ASSETS
Current assets:
Cash and cash equivalents                                                     $              39,890   $             357,493
Inventory (Note D)                                                                           16,397                       -
Prepaid expenses                                                                              2,314                       -
                                                                              ----------------------  ----------------------
Total current assets                                                                         58,601                 357,493

Total assets                                                                  $              58,601   $             357,493
                                                                              ======================  ======================

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities (Note E)                             $             704,934   $           1,879,078
Accounts payable - related party (Note F)                                                     1,600                       -
Notes payable-related party (Note F)                                                              -                  90,000
Notes payable-others, current portion (Note F)                                               30,000               2,840,824
                                                                              ----------------------  ----------------------
Total current liabilities                                                                   736,534               4,809,902

Long term liabilities:
Other obligations (Note M)                                                                        -                 318,100
                                                                              ----------------------  ----------------------

Commitment and Contingencies (Note M)

(Deficiency in) stockholders' equity:
Preferred stock Series A, par value; $.001; authorized 20,000,000 shares;
2,437,700 and 1,000,000 shares issued and outstanding at December 31,
2004 and 2003, respectively
(Note G)                                                                                      2,438                     400
Preferred stock Series B, par value; $.001; authorized 1,250,000 shares; no
shares issued and outstanding at December 31, 2004 and 2003 (Note G)
                                                                                                  -                       -
Preferred stock Series C, par value; $.001; authorized 25,000,000 (as
amended March 21, 2005)shares; 10,000,000 shares issued and outstanding at
December 31, 2004 and 2003, respectively (Note G)                                            10,000                   1,000
Common stock, par value; $.001, authorized 11,428,572 shares;
219,800 and 767 shares issued and outstanding at December 31, 2004 and
2003, respectively (Note G)                                                                     220                       1
Subscription receivable (Note G)                                                            (39,616)                      -
Additional paid-in capital                                                               35,468,653              20,783,061
Accumulated deficit                                                                     (36,119,628)            (22,554,970)
                                                                              ----------------------  ----------------------
Total (deficiency in) stockholders' equity:                                                (677,933)             (4,770,509)

Total liabilities and (deficiency in) stockholders' equity:                   $              58,601   $             357,493
                                                                              ======================  ======================
<FN>


                           See accompanying notes to consolidated financial statements
</TABLE>


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                                    ZANN CORP.
                                       CONSOLIDATED STATEMENT OF OPERATIONS

                                            For the Year Ended December 31,

                                                                            2004                    2003
                                                                                           (as restated- Note S)
                                                                   ----------------------  ----------------------
<S>                                                                <C>                     <C>
Revenues:
Sales, net                                                         $               1,423   $                   -
Cost of goods sold                                                                12,847                       -
                                                                   ----------------------  ----------------------
Gross (loss)                                                                     (11,424)                      -

Operating Expenses:
Selling, general and administrative                                           11,266,274               2,240,797
Impairment of goodwill  (Note C)                                                 296,280                       -
                                                                   ----------------------  ----------------------
Total operating expenses                                                      11,562,554               2,240,797

(Loss) from operations                                                       (11,573,978)             (2,240,797)

Other income (expense):
Debt forgiveness (Note B and S)                                                  865,674               1,103,552
Consulting income (Note P)                                                       150,000                       -
Interest income (expense), net                                                    (6,354)                (43,090)
                                                                   ----------------------  ----------------------
Total other income (expense)                                                   1,009,320               1,060,462

Net  (loss) before provision for income taxes                                (10,564,658)             (1,180,335)

Provision for income taxes                                                             -                       -
                                                                   ----------------------  ----------------------

Net (loss)                                                         $         (10,564,658)  $          (1,180,335)
                                                                   ======================  ======================

Loss per share (basic and fully diluted) (Note L)                  $             (825.75)  $            3,421.26
                                                                   ======================  ======================

Basic and diluted weighted average number of shares outstanding,
as restated for reverse stock splits                                              12,794                     345
                                                                   ======================  ======================
<FN>

                           See accompanying notes to consolidated financial statements
</TABLE>


                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                                          ZANN CORP.
                STATEMENT OF DEFICIENCY IN STOCKHOLDERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                        Preferred
                                             Preferred      A        Preferred    Preferred            Common    Additional
                                                 A        Shares         C        C  Shares   Common   Shares      Paid In
                                              Shares      Amount      Shares       Amount     Shares   Amount      Capital
                                             ---------  ----------  -----------  -----------  -------  -------  -------------
<S>                                          <C>        <C>         <C>          <C>          <C>      <C>      <C>
Balance at December 31, 2002, as restated
for reverse split                                    -  $                     -  $         -      122  $     -  $ 18,503,374
                                             =========  ==========  ===========  ===========  =======  =======  =============
Issuance of preferred shares in exchange
for services rendered                        1,000,000         400            -            -        -        -             -

Issuance of preferred shares in exchange
for services rendered                                -           -    5,000,000        1,000        -        -             -

Issuance of common stock at $2,216.84
per share, in exchange for cash                      -           -            -            -      538        1     1,192,657
Issuance of common stock in exchange
for services rendered at $10,159.15 per
share                                                -           -            -            -      107        -     1,087,029
Net loss, as restated                                -           -            -            -        -        -             -
                                             ---------  ----------  -----------  -----------  -------  -------  -------------
Balance at December 31, 2003, as restated
(Notes G and S)                              1,000,000  $      400    5,000,000  $     1,000      767  $     1  $ 20,783,061
                                             =========  ==========  ===========  ===========  =======  =======  =============
Issuance of preferred stock in exchange
for debt                                       154,700         155            -            -        -        -     3,022,395
Issuance of preferred shares in exchange
for services rendered at $0.19 per share     1,283,000       1,283            -            -        -        -       243,367
Correction of par value amounts                      -         600            -        4,000        -        -        (4,600)
Capitalization of debt forgiveness-
related party                                        -           -            -            -        -        -       135,600
Issuance of preferred shares in exchange
for services rendered at $0.0056 per share           -           -    5,000,000        5,000        -        -     2,795,000
Issuance of common stock at $40.49 per
share, in accordance with employee stock
compensation plan                                    -           -            -            -  112,613      113     4,559,488

Issuance of common stock in exchange
for services rendered at $36.97 per share            -           -            -            -  106,420      106     3,934,342
Net (loss)                                           -           -            -            -        -        -             -
                                             ---------  ----------  -----------  -----------  -------  -------  -------------
Balance at December 31, 2004                 2,437,700  $    2,438   10,000,000  $    10,000  219,800  $   220  $ 35,468,653
                                             =========  ==========  ===========  ===========  =======  =======  =============


                                              Subscription    Accumulated
                                              (Receivable)      Deficit         Total
                                             --------------  -------------  --------------
<S>                                          <C>             <C>            <C>
Balance at December 31, 2002, as restated
for reverse split                            $           -   $(24,374,635)  $  (5,871,260)
                                             ==============  =============  ==============
Issuance of preferred shares in exchange
for services rendered                                    -              -             400

Issuance of preferred shares in exchange
for services rendered                                    -              -           1,000

Issuance of common stock at $2,216.84
per share, in exchange for cash                          -              -       1,192,658
Issuance of common stock in exchange
for services rendered at $10,159.15 per
share                                                    -              -       1,087,029
Net Income As restated                                   -     (1,180,335)     (1,180,335)
                                             --------------  -------------  --------------
Balance at December 31, 2003, as restated
(Notes G and S)                              $           -   $(25,554,970)  $  (4,770,508)
                                             ==============  =============  ==============
Issuance of preferred stock in exchange
for debt                                                 -              -       3,022,550
Issuance of preferred shares in exchange
for services rendered at $0.19 per share                 -              -         244,650
Correction of par value amounts                          -              -               -
Capitalization of debt forgiveness-
related party                                            -              -         135,600
Issuance of preferred shares in exchange
for services rendered at $0.0056 per share               -              -       2,800,000
Issuance of common stock at $40.49 per
share, in accordance with employee stock
compensation plan                                  (39,616)             -       4,519,984

Issuance of common stock in exchange
for services rendered at $36.97 per share                -              -       3,934,448
Net (loss)                                               -    (10,564,658)    (10,564,658)
                                             --------------  -------------  --------------
Balance at December 31, 2004                 $     (39,616)  $(36,119,628)  $    (677,933)
                                             ==============  =============  ==============
<FN>
                                 See accompanying notes to consolidated financial statements
</TABLE>


                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                                                   ZANN CORP.
                                       CONSOLIDATED STATEMENT OF CASH FLOW
                                                                                         For the Year Ended December 31,
                                                                                            2004                 2003
                                                                                   ---------------------  ---------------------
<S>                                                                                <C>                    <C>
CASH FLOW FROM OPERATING ACTIVITIES:                                                                       (as restated Note S)
Net (loss)                                                                         $        (10,564,658)  $         (1,180,335)
Adjustments to reconcile net (loss) to cash used in operations:
Common stock issued in exchange for services rendered (Note G)                                3,934,449                      -
Preferred shares issued for services                                                          3,044,650                      -
Goodwill impairment (Note C)                                                                    296,280                      -
Employee stock options expenses                                                               2,778,485                      -
Income from liabilities forgiven                                                               (865,674)               209,614
Shares of non-related entity received for services (Note P)                                    (150,000)                     -
Decrease (increase) in:
Prepaid expenses and other                                                                      (18,711)                     -
(Decrease) increase in:
Accounts payable and accrued liabilities                                                       (583,536)               135,555
                                                                                   ---------------------  ---------------------
Net cash used in operations                                                                  (2,128,714)              (835,166)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary- cash received                                                         10,612                      -
Payment for acquisition                                                                          (1,000)                     -
Proceeds from sale of shares of non-related entity received for services (Note P)               150,000                      -
                                                                                   ---------------------  ---------------------
Net cash provided by investing activities                                                       159,612                      -

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment for note payable -related party                                                         (90,000)                     -
Proceeds from sale of common stock, net of costs and fees (Note G)                            1,741,499              1,192,659
                                                                                   ---------------------  ---------------------
Net cash provided by financing activities                                                     1,651,499              1,192,659

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                           (317,603)               357,493
Cash and cash equivalents at beginning of the year                                              357,493                      -
                                                                                   --------------------- ----------------------
Cash and cash equivalents at end of the year                                       $             39,890   $            357,493
                                                                                   =====================  =====-------=========

Supplemental Disclosure of Cash Flows Information:
Cash paid during the period for interest                                           $              6,420   $             43,090
Cash paid during the period for income taxes                                       $                  -   $                  -

Common stock issued in exchange for services rendered (Note G)                                3,934,449                      -
Preferred shares issued for services                                                          3,044,650                      -
Preferred shares issued for debt                                                              3,022,551                      -
Employee stock options expenses                                                               2,778,485                      -
Income from liabilities forgiven                                                               (865,674)               209,614
Shares of non-related entity received for services (Note P)                                    (150,000)                     -
Acquisition: (Note B and C)
Assets acquired                                                                    $             13,868                      -
Liabilities assumed                                                                            (309,148)                     -
Cash paid                                                                                        (1,000)                     -
                                                                                   ---------------------
Goodwill                                                                           $            296,280                      -
                                                                                   =====================
<FN>
                           See accompanying notes to consolidated financial statements
</TABLE>


                                       F-8
<PAGE>
                                   ZANN CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  A  -  SUMMARY  OF  ACCOUNTING  POLICIES

A  summary  of the significant accounting policies applied in the preparation of
the  accompanying  consolidated  financial  statements  follows.

Business  and  Basis  of  Presentation
--------------------------------------

The  Company  incorporated  in  Florida on March 4, 1999 as Investra Enterprises
Inc.  On  March  6,  2000,  we  completed  a  Share  Purchase Agreement in which
Pathobiotek  Diagnostics,  Inc.  a Texas Corporation, acquired all of our issued
and  outstanding  shares  for $150,000 for the purpose of completing a merger of
Pathobiotek Diagnostics, Inc. and Investra Enterprises. Pathobiotek Diagnostics,
Inc.,  a  Texas  corporation,  was  the  surviving  entity.

Effective  September 7, 2001, we implemented a reverse split of our common stock
at  the  ratio  of  one  post-consolidation  share for each 40 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 percent
of  the  issued  and  outstanding  stock  of  ATNG,  Inc., a Nevada corporation.

Following  the October 16, 2001 reorganization, ATNG Acquisition, Inc. and ATNG,
Inc. merged. On October 17, 2001, we changed our name to ATNG, Inc. On September
6,  2003  we  changed  our domicile from Texas to Nevada and changed our name to
ATNG  Inc.

On August 10, 2004, the Company acquired Blue Kiwi, Inc., a Michigan Corporation
engaged  in  the  marketing and sale of nutritional supplements. Blue Kiwi, Inc.
currently  markets  two  lines  of  products:  Fatigue  Pack  and  PMS  Pack.

In  November  2004,  the  shareholders  and  directors of the Company approved a
change  in  the  name  of the Company from ATNG, Inc. to Zann Corp., amended its
Articles  of  Incorporation,  increasing  the  number  of  authorized  shares to
4,000,000,000 and authorized a reverse stock split effective December 3, 2004 of
one  post consolidation share for every 900 pre-consolidation share. On March 1,
2005  the  sole  Director  approved  a  decrease  in  the  authorized  shares to
11,428,572  and authorized a reverse stock split effective March 10, 2005 of one
post  consolidation  share  for  every  350  pre-consolidation  share.  The
accompanying  financial  statements  reflect  these  changes.  Accordingly,  all
historical  weighted  average  share and per share amounts have been restated to
reflect  the  reverse stock split. In addition the meeting approved and increase
in  the  number  of  shares  of  Preferred  Stock  to  350,000,000.

The  consolidated  financial statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Blue  Kiwi,  Inc.  Significant  intercompany
transactions  have  been  eliminated  in  consolidation.

Revenue  Recognition
--------------------

For  revenue  from  product  sales, the Company recognizes revenue in accordance
with  Staff  Accounting  Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which
superceded  Staff  Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS  ("SAB101").  SAB  101  requires that four basic criteria must be met
before  revenue  can  be  recognized:  (1) persuasive evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and  (4)  collectibility  is reasonably assured. Determination of
criteria  (3)  and  (4)  are based on management's judgments regarding the fixed
nature


<PAGE>
of  the selling prices of the products delivered and the collectibility of those
amounts.  Provisions  for  discounts and rebates to customers, estimated returns
and  allowances,  and  other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has  not been delivered or is subject to refund until such time that the Company
and  the  customer  jointly  determine that the product has been delivered or no
refund  will  be  required.

SAB  104  incorporates  Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE  ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements  that may involve the delivery or performance of multiple products,
services  and/or  rights to use assets. The effect of implementing EITF 00-21 on
the  Company's consolidated financial position and results of operations was not
significant.

Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
as  incurred.  The  Company incurred $23,305 and $1,247 of advertising costs for
the  years  ended  December  31,  2004  and  2003,  respectively.

Cash  Equivalents
-----------------

For  purposes  of the Statements of Cash Flows, the Company considers all highly
liquid  debt  instruments purchased with a maturity date of three months or less
to  be  cash  equivalents.

Income  Taxes
-------------

Income  taxes are provided based on the liability method for financial reporting
purposes  in accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities  and  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences  are  expected  to be removed or settled. The effect on deferred tax
assets  and liabilities of a change in tax rates is recognized in the statements
of  operations  in  the  period  that  includes  the  enactment  date.

Earnings  Per  Share
--------------------

The  Company  has  adopted  Statement of Financial Accounting Standards No. 128,
"Earnings  Per  Share,"  specifying the computation, presentation and disclosure
requirements  of  earnings  per  share information. Basic earnings per share has
been  calculated  based  upon  the  weighted  average  number  of  common shares
outstanding.  Stock  options  and  warrants  have  been excluded as common stock
equivalents  in  the  diluted  earnings  per  share  because  they  are  either
antidilutive,  or  their  effect  is  not  material.

Impairment  of  Long-Lived  Assets
----------------------------------

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 144
("SFAS  144").  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be recoverable. Events relating to recoverability may include
significant  unfavorable  changes in business conditions, recurring losses, or a
forecasted  inability  to  achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted  undercounted cash flows. Should an impairment in value be indicated,
the  carrying value of intangible assets will be adjusted, based on estimates of
future  discounted cash flows resulting from the use and ultimate disposition of
the  asset.  SFAS  No. 144 also requires assets to be disposed of be reported at
the  lower  of  the  carrying  amount  or  the  fair  value  less costs to sell.

Inventories
-----------


<PAGE>
Inventories  consist of pre-packaged goods available for sale to customers. Cost
is  determined  by the first-in, first-out method. Inventories are stated at the
lower  of  cost  or  market determined by the first-in, first-out (FIFO) method.
(Note  C)

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts  and disclosures. Accordingly, actual results
could  differ  from  those  estimates.

Research  and  Development
--------------------------

The  Company  accounts for research and development costs in accordance with the
Financial  Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards  No.  2  ("SFAS  2"), "Accounting for Research and Development Costs."
Under  SFAS  2, all research and development costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research  and  developments  costs are expensed when the
contracted  work  has been performed or as milestone results have been achieved.
Company-sponsored  research  and  development  costs related to both present and
future  products  are  expensed  in the period incurred. The Company incurred no
research  and product development costs for the year ended December 31, 2004 and
2003.

Fair  Value  of  Financial  Instruments
---------------------------------------

Statement  of  Financial  Accounting  Standards No. 107, "Disclosures About Fair
Value  of  Financial  Instruments,"  requires  disclosure  of  the fair value of
certain  financial  instruments. The carrying value of cash and cash equivalents
and  short-term  borrowings, as reflected in the balance sheet, approximate fair
value  because  of  the  short-term  maturity  of  these  instruments.

Concentrations  of  Credit  Risk
--------------------------------

Financial instruments and related items which potentially subject the Company to
concentrations  of  credit  risk consist primarily of cash, cash equivalents and
trade  receivables.  The  Company places its cash and temporary cash investments
with  credit quality institutions.  The Company's customers are not concentrated
in  any  geographic  areas  and it periodically reviews its trade receivables in
determining  its  allowance  for  doubtful  accounts.

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

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends  SFAS  No.  123,  "Accounting  for  Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method  of  accounting  for stock-based employee compensation. In addition, this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123  to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method  used  on reported results. The Company has chosen to continue to account
for  stock-based compensation using the intrinsic value method prescribed in APB
Opinion  No.  25  and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock  at  the  date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No.  148  in its financial reports for the year ended December 31, 2004 and will
adopt  the  interim  disclosure  provisions  for  its  financial reports for the
subsequent periods. The Company does not have any awards of stock-based employee
compensation  issued  and  outstanding  at  December  31,  2004.

Liquidity
---------


<PAGE>
As  shown  in  the accompanying financial statements, the Company incurred a net
loss  of  $10,564,658  and  $1,180,335 for the years ended December 31, 2004 and
2003,  respectively.  As  of December 31, 2004 the Company's current liabilities
exceeded  its  current  assets  by  $677,933.

Comprehensive  Income
---------------------

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components  and accumulated balances. Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130  requires  that  all  items that are required to be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  is  displayed  with  the  same  prominence  as other
financial  statements.  The  Company  does  not  have any items of comprehensive
income  in  any  of  the  periods  presented.

Segment  Information
--------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting  information  regarding  operating  segments  in  annual  financial
statements  and requires selected information for those segments to be presented
in  interim  financial reports issued to stockholders. SFAS 131 also establishes
standards  for  related  disclosures  about products and services and geographic
areas.  Operating  segments  are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief  operating  decision  maker, or decision-making group, in making decisions
how  to  allocate  resources  and  assess performance. The information disclosed
herein  materially  represents  all  of the financial information related to the
Company's  principal  operating  segment.

Debt  and  Equity  Securities
-----------------------------

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities". The Company classifies debt and equity securities into one of three
categories:  held-to-maturity,  available-for-sale,  or trading.  These security
classifications  may  be modified after acquisition only under certain specified
conditions.  Securities  may  be  classified  as  held-to-maturity  only  if the
Company  has  the positive intent and ability to hold them to maturity.  Trading
securities  are  defined as those bought and held principally for the purpose of
selling  them  in  the  near  term.  All  other securities must be classified as
available-for-sale.  Held-to-maturity  securities are measured at amortized cost
in the consolidated balance sheets.  Unrealized holding gains and losses are not
included  in  earnings  or  in a separate component of capital.  They are merely
disclosed  in  the  notes  to  the  consolidated  financial  statements.
Available-for-sale  securities  are  carried  at  fair value on the consolidated
balance  sheets.  Unrealized  holding  gains  and  losses  are  not  included in
earnings,  but  are  reported  as a net amount (less expected tax) in a separate
component  of  capital  until  realized.  Trading securities are carried at fair
value  on  the consolidated balance sheets.  Unrealized holding gains and losses
for  trading  securities are included in earnings. Declines in the fair value of
held-to-maturity  and  available-for-sale  securities  below their cost that are
deemed  to be other than temporary are reflected in earnings as realized losses.

New  Accounting  Pronouncements
-------------------------------


<PAGE>
In  May  2003,  the  FASB  issued SFAS No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of  Both  Liabilities  and  Equity. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments  with characteristics of both liabilities and equity. The provisions
of  SFAS  150  are  effective for financial instruments entered into or modified
after  May  31, 2003 and to all other instruments that exist as of the beginning
of  the  first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 did not have a material impact on the Company's results
of  operations  or  financial  position.

In  December  2003,  the  FASB  issued  a  revision of SFAS No. 132, "Employers'
Disclosures  About  Pensions  And  Other  Postretirement  Benefits."  This
pronouncement,  SFAS  No.  132-R,  expands  employers' disclosures about pension
plans and other post-retirement benefits, but does not change the measurement or
recognition of such plans required by SFAS No. 87, No. 88, and No. 106. SFAS No.
132-R retains the existing disclosure requirements of SFAS No. 132, and requires
certain  additional  disclosures  about  defined  benefit post-retirement plans.
Except  as  described in the following sentence, SFAS No. 132-R is effective for
foreign  plans  for fiscal years ending after June 15, 2004; after the effective
date, restatement for some of the new disclosures is required for earlier annual
periods. Some of the interim-period disclosures mandated by SFAS No. 132-R (such
as the components of net periodic benefit cost, and certain key assumptions) are
effective  for  foreign  plans  for  quarters beginning after December 15, 2003;
other  interim-period disclosures will not be required for the Company until the
first  quarter  of  2005.  Since  the  Company does not have any defined benefit
post-retirement  plans,  the  adoption  of  this  pronouncement did not have any
impact  on  the  Company's  results  of  operations  or  financial  condition.

In  November  2004,  the Financial Accounting Standards Board (FASB) issued SFAS
151,  Inventory  Costs--  an  amendment of ARB No. 43, Chapter 4. This Statement
amends  the  guidance  in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the  accounting for abnormal amounts of idle facility expense, freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5  of  ARB 43, Chapter 4,
previously  stated  that  "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as  current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after June 15, 2005. Management does not believe the adoption of this
Statement  will  have  any  immediate  material  impact  on  the  Company.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").SFAS  123R  requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options, restricted stock plans, performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R  are  effective  as  of the first interim period that begins after June 15,
2005.  Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost  in  the financial statements.
Management  is  assessing  the  implications of this revised standard, which may
materially  impact  the  Company's results of operations in the third quarter of
fiscal  year  2005  and  thereafter.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform  to  classifications  used  in  the  current  year.

NOTE  B  -  ACQUISITION

On August 10, 2004, the Company acquired Blue Kiwi, Inc., a Michigan Corporation
engaged  in  the  marketing  and  sale  of  nutritional supplements. The Company
entered  into  an  acquisition  agreement  with Robert C. Simpson, the Company's
president, chief executive officer, and majority shareholder, to purchase all of
the  issued  and  outstanding  capital  stock  of  Blue  Kiwi  Inc.,  a Michigan
corporation, for the sum of $5 million, payable in monthly installments of up to
10 percent of our gross profit.  The obligation to pay $5 million to Dr. Simpson
in  connection  with  the  Blue  Kiwi  is expressly conditioned upon the Company
generating  profit.  In


<PAGE>
the  absence  of profits, obligation to pay $5 million to Dr. Simpson is without
effect.  The  obligation  will  not  bear  any  interest.  As  a  result  of the
Acquisition,  Blue Kiwi became our wholly-owned subsidiary. The following is the
summary  of  assets  acquired  and  liabilities  assumed  and consideration paid
relating  to  the  transaction:

<TABLE>
<CAPTION>
<S>                         <C>
Assets acquired:
Cash                        $  10,612
Other current assets            3,256
                            ----------
Total Assets Acquired          13,868

Liabilities assumed:
Accounts payable                9,548
Due to related parties        299,600
                            ----------
Total Liabilities Acquired    309,148

Cash paid                      (1,000)
                            ----------

Goodwill                    $ 296,280
                            ==========
</TABLE>

The acquisition was accounted for as a purchase in accordance with SFAS 141 and,
accordingly, the operating results of the acquired company have been included in
the  Company's  consolidated  financial statements since the date of acquisition

NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF SFAS 142

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 142
"Goodwill  and  Other  Intangible Assets" (SFAS No. 142). SFAS No. 142 addresses
how  intangible  assets  that are acquired individually or with a group of other
assets  should  be accounted for in financial statements upon their acquisition.
This  statement  requires  goodwill amortization to cease and for goodwill to be
periodically  reviewed  for  impairment.

Under  SFAS  No.  142,  goodwill  impairment  occurs  if the net book value of a
reporting  unit  exceeds  its estimated fair value. The Company's goodwill asset
was  with  regard  to  the  acquisitions  of  Blue  Kiwi  for $296,280. The test
completed  in  the  last  quarter  ended on December 31, 2004 indicated that the
recorded  book value of reporting unit exceeded its fair value, as determined by
discounted  cash  flows.  The  decrease  in  fair  value  is  a  result  of:

-    Significant operating losses during the past six months

-    Unanticipated decline in revenues and profitability

-    Loss of key personnel

As  a result of these events and circumstances, Company management believes that
more  likely  than  not the fair value of the reporting unit's goodwill has been
reduced  below  its  carrying  value.  As  a  result,  management  performed  an
evaluation  of  the reporting unit's tangible and intangible assets for purposes
of  determining  the  implied  fair value of goodwill at December 31, 2004. Upon
completion  of  the assessment, management recorded a non-cash impairment charge
of  $(296,280),  net of tax, or $(23.16) per share, to reduce the carrying value
of  goodwill  in  this  reporting  unit  to  its  estimated  value  of  $0.

Considerable  management  judgment  is  necessary  to  estimate  fair  value.
Accordingly,  actual  results  could  vary  significantly  from  managements'
estimates.


NOTE  D  -  INVENTORIES

Inventories  are  stated  at  the  lower  of  cost  or  market determined by the
first-in,  first-out  (FIFO)  method.  Inventories consist of pre-packaged goods
available  for  sale  to  customers.

Components of inventories as of December 31, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
<S>             <C>      <C>
                   2004   2003
                -------  -----
Finished goods  $16,397  $   -
                =======  =====
</TABLE>


<PAGE>
NOTE  E  -  ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

Accounts  payable  and accrued liabilities at December 31, 2004 and 2003 consist
of  the  following:

<TABLE>
<CAPTION>
                    2004       2003
                  --------  ----------
<S>               <C>       <C>
Accounts payable  $346,801  $1,454,613
Accrued salaries   116,903     159,406
Payroll taxes      234,930     234,930
Accrued interest     6,300      30,130
                  --------  ----------
    Total         $704,934  $1,879,079
                  ========  ==========
</TABLE>

NOTE  F  -  NOTES  PAYABLE  AND  NOTES  PAYABLE  TO  RELATED  PARTIES

NOTES  PAYABLE  AT  DECEMBER  31,  2004 AND 2003 ARE  AS  FOLLOWS:

<TABLE>
<CAPTION>
                                                                                      2004            2003
                                                                                                   (restated)
<S>                                                                               <C>           <C>
Convertible debenture, due April 1, 2005, interest 12%, convertible into
180,000 preferred shares -series A                                                $    30,000   $             -
Note payable to former officer, unsecured, due on demand, interest at 10%
(Note J)                                                                                    -            90,000
Note payable, unsecured, due May 26, 2001, interest at 8%                                   -            11,000
Note payable, unsecured, due on demand, interest at $500 per month                          -            20,000
Note payable to former officer, unsecured, the Company subsequently issued 15,000
convertible preferred series A shares in full satisfaction of this note payable             -           141,318
Note payable, unsecured, the Company subsequently issued 12,000
convertible preferred series A shares in full satisfaction of this note payable             -           205,483
Note payable to former Director ,unsecured, the Company subsequently issued 20,000
convertible preferred series A shares in full satisfaction of this note payable             -            62,803
Note payable, unsecured, the Company subsequently issued 5,000
convertible preferred series A shares in full satisfaction of this note payable             -            33,811
Note payable, unsecured, the Company subsequently issued 8,000
convertible preferred series A shares in full satisfaction of this note payable             -            70,048
Note payable, unsecured, the Company subsequently issued 5,000
convertible preferred series A shares in full satisfaction of this note payable             -           160,000
Note payable to former Director, unsecured the Company subsequently issued 19,000
convertible preferred series A shares in full satisfaction of this note payable             -         1,139,411
Note payable to former Director, unsecured the Company subsequently issued 10,000
convertible preferred series A shares in full satisfaction of this note payable             -           949,228
Note payable, unsecured, the Company subsequently issued
5,500 convertible preferred series A shares in full satisfaction of this note
payable                                                                                     -            47,722
                                                                                  ------------  ----------------
Total                                                                                  30,000         2,930,824
Less: current portion                                                                 (30,000)       (2,930,824)
                                                                                  ------------  ----------------
Net notes payable (long-term)                                                     $         -   $             -
                                                                                  ============  ================
</TABLE>

NOTE  G  -  CAPITAL  STOCK

On  December  3,  2004, the Shareholders and Directors of the Company approved a
change  in  the  name  of the Company from ATNG, Inc. to Zann Corp., amended its
Articles  of  Incorporation,  increasing  the  number  of


<PAGE>
authorized  shares  to  4,000,000,000  and  authorized  a  reverse  stock  split
effective  December  3,  2004  of  one  post  consolidation  share for every 900
pre-consolidation  share. On March 1, 2005 the sole Director approved a decrease
in  the  authorized  shares  to  11,428,572 and authorized a reverse stock split
effective  March  10,  2005  of  one  post  consolidation  share  for  every 350
pre-consolidation  share.  The  accompanying  financial statements reflect these
changes.  Accordingly,  all  historical  weighted  average  share  and per share
amounts  have  been restated to reflect the reverse stock split. In addition the
meeting  approved  and  increase  in  the number of shares of Preferred Stock to
350,000,000.

Common  stock
-------------

The  Company  is  authorized  to  issue  11,428,572 shares of common stock, with
$0.001  par value per share. As of December 31, 2004, the Company has issued and
outstanding  219,800  shares of common stock with par value of $0.001 per share.

During  the year ended December 31, 2003, the Company issued an aggregate of 538
shares  for  employee  stock  incentive  program  for  $1,192,659.

During  the year ended December 31, 2003, the Company issued an aggregate of 107
shares  for  various  professional  services  valued  at  $1,087,029.

During  the  year  ended  December  31, 2004, the Company issued an aggregate of
112,613  shares for employee stock incentive program for $4,559,600. In relation
to issuance of shares for employee stock incentive program, the Company received
cash  $1,741,499  and recorded a subscription receivable of $39,616. The Company
has  recorded  $2,778,485  as  employee compensation expenses for the year ended
December  31,  2004.

During  the  year  ended  December  31, 2004, the Company issued an aggregate of
106,420  shares  for  various  professional  services  valued at $3,934,449. The
Company  valued  the  shares  issued at $36.97 per share, which approximated the
fair  value of the services rendered.  The compensation costs of $3,934,449 were
charged  to  operations  during  the  year  ended  December  31,  2004.

The  Company  accounts  for  its  employee  stock-based compensation plans under
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to  Employees.  The  Company granted 112,613 options to purchase common stock to
employees  in  the  year  ended December 31, 2004. All options vest immediately,
have  an  exercise  price of 90 percent of market value on the date of grant and
expire  10  years  from  the  date  of  grant.  At December 31, 2004 the Company
recorded  $4,559,600  for  the  112,613 shares issued to employees.  The Company
also charged expenses of $2,778,485 relating to these issuances.

All  of  the  above  share  information  has  been  adjusted to reflect the post
consolidation  of  900:1 on December 3, 2004 and the 350:1 post consolidation on
March  10,  2005.

Preferred Stock
---------------
Series  A  shares  are  convertible into 10 shares of common stock. The Series A
preferred  stock will have one vote per share on all matters submitted to a vote
of  the  holders of common stock, including, without limitation, the election of
directors.  At  December  31,  2004  and 2003 there were 2,437,700 and 1,000,000
shares  issued  and  outstanding,  respectively.

During  the  year  ended  December  31, 2004, the Company issued an aggregate of
154,700  shares of series A preferred stock in exchange of debt for $212,726 and
subscription  payable  of  $2,809,824 (see Note F).

During  the  year  ended  December  31, 2004, the Company issued an aggregate of
1,283,000  shares  of series A preferred stock for various professional services
valued  at  $244,650.  The  Company valued the shares issued at $0.19 per share,
which  approximated  the  fair  value of the services rendered. The compensation
costs  of $244,650 were charged to operations during the year ended December 31,
2004.


<PAGE>
Series  B  shares  are  convertible  into 1 share of common stock.  The Series B
preferred  stock will have one vote per share on all matters submitted to a vote
of  the  holders of common stock, including, without limitation, the election of
directors.  At  December  31,  2004  and  2003  there  were no shares issued and
outstanding.

Series  C  shares  have  no  conversion rights into shares of common stock. Each
share  of Series C preferred stock will have voting rights equal to 100 (500 per
amendment  on  3/10/05) votes per share of common stock on all matters submitted
to  a  vote  of  the holders of common stock, including, without limitation, the
election  of  directors.

During  the year ended December 31, 2004, the Company issued 5,000,000 shares of
series C preferred stock for services valued at $2,800,000 to Robert C. Simpson,
Ph.D.,  the  Company's  Chief  Executive  Officer  and  director and controlling
shareholder.  The  Company  valued  the  shares issued at $0.56 per share, which
approximated  the fair value of the services rendered. The compensation costs of
$2,800,000  were  charged to operations during the year ended December 31, 2004.

At  December  31,  2004  and  2003 there were 10,000,000 and 5,000,000 shares of
series  C  preferred  stock  issued  and  outstanding,  respectively.

NOTE H - NON QUALIFIED STOCK COMPENSATION PLAN

In  January  2004,  the  company  authorized  the  Employee Stock Incentive Plan
("ESIP")  NO. 1 for 2004 and the Non-Employee Director and Consultant's Retainer
Plan ("NDCRP") No. 1 for 2004. In June 2004, the company authorized the Employee
Stock  Incentive  Plan ("ESIP") NO. 2 for 2004 and the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2 for 2004. In September 2004, the
company  authorized  Post-Effective  Amendment  No.  1  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2  for 2004. In November 2004, the
company  authorized  Post-Effective  Amendment  No.  2  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer Plan ("NDCRP") No. 2 for 2004. Also in November 2004, the
company  authorized  Post-Effective  Amendment  No.  3  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2  for 2004. In December 2004, the
company  authorized  Post-Effective  Amendment  No.  4  to  the  Employee  Stock
Incentive  Plan  ("ESIP")  NO.  2  for  2004  and  the Non-Employee Director and
Consultant's  Retainer  Plan  ("NDCRP")  No.  2  for  2004.

The  purpose  of  the NDRCP is to attract non-employee directors and consultants
who  capable  of  improving  the  success  of  the Company by providing a direct
economic  interest  to  Company  performance.  Under the terms of this plan, non
employee  directors  or  consultants  may be compensated through the issuance of
Company stock at  Market Value on the date of issuance. The plan is administered
by  the  Company's  Board  of  Directors.


<PAGE>
NOTE  I  -  WARRANTS

The  following  table  summarizes  the  changes  in warrants outstanding and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
non-employees  of  the  Company.  These  warrants  were  granted in lieu of cash
compensation  for  services  performed

<TABLE>
<CAPTION>
                   Warrants Outstanding                          Warrants Exercisable
                         Weighted Average
                            Remaining           Weighed
 Exercise    Number     Contractual Life       Average         Number     Weighted Average
  Prices   Outstanding      (Years)        Exercise Price   Exercisable    Exercise Price
---------  -----------  -----------------  ---------------  -----------  -----------------
<S>        <C>          <C>                <C>              <C>          <C>
$    7.20     100,000                1.5  $          7.20      100,000   $           7.20
           -----------                                      -----------
              100,000                1.5                       100,000
           ===========  =================                   ===========
</TABLE>

Transactions  involving  warrants  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                                    Weighted Average
                                  Number of Shares   Price Per Share
<S>                               <C>               <C>
Outstanding at January 1, 2003             100,000  $            7.20
   Granted                                       -                  -
   Exercised                                     -                  -
   Canceled or expired                           -                  -
                                  ----------------  -----------------
Outstanding at December 31, 2003           100,000  $            7.20
                                  ================  =================
   Granted                                       -                  -
   Exercised                                     -                  -
   Canceled or expired                           -                  -
                                  ----------------  -----------------
Outstanding at December 31, 2004           100,000  $            7.20
                                  ================  =================
</TABLE>

The  Company did not grant any compensatory warrants to non-employees during the
year  ended  December  31,  2004  and  2003.

NOTE  J  -  RELATED  PARTY  TRANSACTIONS

The  Company  advance  funds  to  related  entities  for business development or
reimbursement  of  expenses.  All  amounts  are  evaluated  periodically  and
non-collectible  amounts  are  written  off  to  expense.

The  Company  purchases  goods  from  a  Company related to the President of the
Company.  For  the year ended December 31, 2004 and 2003, total purchases from a
related  party were $19,456 and $0, respectively. At December 31, 2004 and 2003,
accounts  payable-related  party  outstanding  balance  was  $1,600  and  $0,
respectively.

The  Company  has an unsecured 10% note payable to a former officer which is due
on  demand.  At December 31, 2004 and 2003, the balance outstanding on this note
was  $0  and  $90,000,  respectively. The Company has accrued $-0- and $9,000 as
interest  expenses  for the year ended December 31, 2004 and 2003, respectively.
(Note  F)

During  the  year ended December 31, 2004 5,000,000 shares of series C preferred
stock  were  issued at a price of $.0056 per common share for services valued at
$2,800,000  to  Robert  C. Simpson, Ph.D., the Company's Chief Executive Officer
and  controlling  shareholder.


<PAGE>
At  December  31,  2004 and 2003, due to the president of the Company was $0 and
$135,600,  respectively.  During 2004, President has forgiven this amount due to
him  and  this  amount  was  capitalized.

During  the  year  ended  December  31, 2004 the Company issued 64,000 shares of
Preferred  Series  A  shares  to  former Officers and Directors in settlement of
$2,292,760 of Accrued Salaries, Notes and Accrued Interest Payable (see Note F).
In  addition,  a  settlement was reached with a former Officer by the payment of
$90,000  to  settle  all  claims and liabilities for alleged salaries, loans and
accrued  interest  totaling  $2,000,000,  treble  damages  and  attorneys  fees.

The  Company  provides  management and consulting services under agreements with
entities  controlled  by  the  Company's President. The Company's management has
determined  that the collectibility and length of time to collect the amount due
from  these  entities  can not be reasonably assured.  Accordingly, revenues are
recognized  as  collected  in  connection with the services rendered. During the
year ended December 31, 2004 and 2003, the Company did not receive nor recognize
revenues  in  connection  with  providing  these  services.

During  the  years ended December 31, 2004 and 2003 the employees of the Company
were  paid through entities owned by the Company's President. These entities are
responsible for payroll, all payroll taxes, health insurance plans and all other
employee  benefits.  During  the  years  ended  December  31, 2004 and 2003, the
Company  paid  these  entities  approximately $314,612 and $46,209 respectively,
which  has been charged to operations. There were no amounts due to the entities
as  of  December  31,  2004  and  2003.

NOTE  K  -  INCOME  TAXES

The Company has adopted Financial Accounting Standard number 109, which requires
the  recognition  of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between financial statements and tax basis of
assets  and  liabilities using enacted tax rates in effect for the year in which
the  differences  are expected to reverse. Temporary differences between taxable
income  reported  for  financial  reporting purposes and income tax purposes are
insignificant.

For  income tax reporting purposes, the Company's aggregate unused net operating
losses  approximate  $36,000,000,  which  expires  through  2024,  subject  to
limitations  of  Section  382  of  the  Internal  Revenue  Code, as amended. The
deferred  tax  asset  related to the carry forward is approximately $12,600,000.
The  Company has provided a valuation reserve against the full amount of the net
operating  loss  benefit,  since  in  the  opinion  of management based upon the
earning  history  of  the  Company, it is more likely than not that the benefits
will  not  be  realized.

Components  of  deferred  tax  assets  as  of  December 31, 2004 are as follows:

<TABLE>
<CAPTION>
<S>                               <C>
Non-Current:
Net operating loss carry forward  $ 12,600,000
                                  -------------
Valuation allowance                (12,600,000)
                                  -------------
Net deferred tax asset            $          -
                                  =============
</TABLE>

NOTE  L  -  EARNINGS  (LOSSES)  PER  COMMON  SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share:

<TABLE>
<CAPTION>
<S>                                           <C>             <C>
                                                   2004           2003
                                              --------------  ------------
Net (loss) available for common stockholders  $ (10,564,658)  $(1,180,335)
                                              ==============  ============
Basic and fully diluted (loss) per share      $     (825.75)  $ (3,421.26)
                                              ==============  ============
Weighted average common shares outstanding           12,794           345
                                              ==============  ============
</TABLE>

NOTE  M  -  COMMITMENTS  AND  CONTINGENCIES

Litigation
----------

James Crunk, a former employee of the Company filed suit against the Company and
two  of  its founders on July 20, 2001. Crunk alleged that he was hired as Chief
Financial  Officer  for  the  Company  under  a  contract  that provided certain
benefits.  Crunk  alleged  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 alleged that he loaned money to the Company that
was  never  repaid.  He  alleged 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  sought  actual  damages  of $2,000,000, treble damages and attorney fees.

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


<PAGE>
service to the customers of the Company on January 26, 2002, leaving the Company
no  choice  but  to  seek  another  network  provider.

In  late  2003  Mr.  James  Crunk,  CNM  Network,  Inc.  and Advanced Technology
Ventures,  Inc.  filed an involuntary bankruptcy petition against the Company in
connection  with  the  matters  mentioned  in  A  and  B  above. The involuntary
bankruptcy  petition and the two matters mentioned in A and B above were settled
in  a  Notice  of Hearing on Joint Motion of Debtor and Petitioning Creditors to
Dismiss the Involuntary Bankruptcy Case on May 12, 2004 in the Superior Court of
Los  Angeles  County,  California by payment of $210,000 in full satisfaction of
any  and  all  claims  by James Crunk, CNM Network, Inc. and Advanced Technology
Ventures,  Inc.

On  October  21, 2004, the State of Nevada, Department of Business and Industry,
Division  of  Insurance  filed  Cause  No.03.758,  Cease and Desist Order in the
matter  of  1st  US  Insurance Company of Nevada; 1st US Holdings International;
ATNG,  Inc.;  Matthew  Jennings; Robert C. Simpson; and Stephen Turner, charging
that  Respondents transacted insurance business in and from the State of Nevada,
without  holding  a Certificate of Authority as an insurer.  Upon investigation,
ATNG Inc. and Robert C. Simpson having been found in, all instances, innocent of
such  charge.  The Commissioner of Insurance and Hearing Officer of the State of
Nevada,  Department  of Business and Industry, Division of Insurance filed March
19,  2005  to  dismiss  without  prejudice  from  Cause  No.03.758.

On  December  28, 2004, R. Patrick Liska filed a lawsuit in a Minnesota District
Court  asserting  claims  against the Company and a third party. The lawsuit has
since  been  transferred  to  the United States District Court in Minnesota. The
lawsuit  alleges  that  Mr.  Liska served as a director and Vice Chairman of the
Board  of the Company in 2004. The lawsuit seeks recovery of 1,000,000 shares of
the  Company's  series  A convertible preferred stock, salary, vacation pay, and
various  business expense reimbursements. Additionally, the lawsuit alleges that
the  Company  was  engaged  in a joint enterprise with the third party, and as a
result,  the  Company  is  liable for any salary, vacation pay, stock grants, or
expense  reimbursements allegedly due and owing to Mr. Liska by the third party.
All of the operative allegations in the lawsuit have been denied by the Company.
Because this proceeding is in its initial stage, it is difficult to predict with
any  degree  of certainty the potential liabilities, if any, associated with the
lawsuit.

Acquisition  related  agreement
-------------------------------

During  2004,  the  Company entered into an acquisition agreement with Robert C.
Simpson,  the  Company's  president,  chief  executive  officer,  and  majority
shareholder, to purchase all of the issued and outstanding capital stock of Blue
Kiwi Inc., a Michigan corporation, for the sum of $5 million, payable in monthly
installments  of up to 10 percent of our gross profit.  The obligation to pay $5
million to Dr. Simpson in connection with the Blue Kiwi is expressly conditioned
upon  the  Company  generating profit.  In the absence of profits, obligation to
pay  $5  million to Dr. Simpson is without effect.  The obligation will not bear
any  interest. As a result of the Acquisition, Blue Kiwi became our wholly-owned
subsidiary.  The  following  is  the  summary of assets acquired and liabilities
assumed  and  consideration  paid  relating  to  the  transaction:

Consulting  agreements
----------------------

During  the  years  ended  December  31,  2004 and 2003 the Company entered into
various  consulting  agreements  with  independent  consultants to provide legal
services,  specialty consulting and other business services in exchange for cash
or  S-8  stock.  As of December 31, 2004 all agreements had expired and all cash
payments or shares of Common or Preferred stock issued under these agreements is
reflected  in  the  accompanying  consolidated  financial  statements.

Commitment  for  shares  issuance  against  debt
------------------------------------------------

The  Company  was  obligated  to issue shares of common stock in satisfaction of
accounts  payable and other contractual obligations. The obligations relating to
issuance  of  shares  of Company's common stock as of December 31, 2004 and 2003
are  as  follows:


<PAGE>
<TABLE>
<CAPTION>
<S>                                            <C>         <C>
                                                     2004      2003
                                               ----------  --------
2,500 shares - other                           $        -  $  2,500
51,000 shares for consulting services-related
party-president                                         -   135,600
Shares at market price for services                     -   180,000
                                               ----------  --------
Net                                            $        -  $318,100
                                               ==========  ========
</TABLE>

The  Company never issued shares as above and during the year ended December 31,
2004,  the  Company  recorded  income  from  forgiveness  of $182,500 from above
payables.  Also,  the  Company's  president  agreed  to  forgive  the  Company's
liability  and  $135,660  was  capitalized for the year ended December 31, 2004.

Securities Act Violations
-------------------------

During  the  year  ended  December  31,  2004,  the  Company  filed  a series of
Registration  Statements  on  SEC  Form  S-8 registering shares of the Company's
common  stock  (see Note H). The Company failed to include the required consents
from  its  auditors  as  required under the Securities Act of 1933 in connection
with  the  filings  resulting  in  the  issuance  of  approximately  497,000,000
registered  shares  in  violation  of  Section 5 of the Securities Act and state
securities  laws.  As  a result, the Company may have violated federal and state
securities  laws  in  connection  with  the  issuance  of  those  shares.

In  the  event  that any of the exemptions from registration with respect to the
issuance  of  the  Company's  common  stock  under  federal and applicable state
securities  laws  were  not  available,  the Company may be subject to claims by
federal  and  state  regulators  for  any  such  violations. In addition, if any
purchaser of the Company's common stock were to prevail in a suit resulting from
a  violation  of federal or applicable state securities laws with respect to the
unavailability  of  such  exemption,  the  Company could be liable to return the
amount  paid  for  such securities with interest thereon, less the amount of any
income  received  thereon, upon tender of such securities, or for damages if the
purchaser  no  longer  owns  the  securities.  As of the date of these financial
statements  ,  the Company is not aware of any alleged specific violation or the
likelihood  of  any  claim.  There can be no assurance that litigation asserting
such claims will not be initiated, or that the Company would prevail in any such
litigation.

The  Company  is  unable  to  predict  the extent of its ultimate liability with
respect to any and all future securities matters. The costs and other effects of
any future litigation, government investigations, legal and administrative cases
and  proceedings,  settlements, judgments and investigations, claims and changes
in  this  matter could have a material adverse effect on the Company's financial
condition  and  operating  results.

NOTE  N  -  BUSINESS  CONCENTRATION

The  Company  does  not  have any customers which accounted for more than 10% of
total  sales.  Purchases  from  the Company's three major suppliers approximated
$12,352  or  100%  of  total  purchases  for  the  year ended December 31, 2004.

NOTE  O  -  INTELLECTUAL  PROPERTY

Subsequent  to  the  year  ended  December  31,  2004  the  Company acquired the
following  patents  by  assignment.  Compression  Technology,  Patent  Number US
6,724,326 B1, dated April 20, 2004, assigned to ZANN Corp. on February 21, 2005,
serial # 10/345,834. HUMAN BLOOD BACTERIUM, Patent Number US 6,255,467 B1, dated
July  3, 2001, assigned to ZANN Corp. on February 21, 2005, serial # 09/187,946.
HUMAN  &  MARMOSET  ACTIVATING  VIRUSES,  Patent  Number  US 6,177,081 B1, dated
January  23,  2001,  assigned  to  ZANN  Corp.  on  February  21, 2005, serial #
08/901,128.  The  assignment  fees of $120 and legal fees of $3,257 were paid by
the  Company  and  charged  to  expense.

NOTE  P  -  CONSULTING  INCOME

On  June  30,  2004 the Company received 10,714,286 shares of Series A Preferred
Stock  from  an unrelated public company for management services rendered during
the  first  six months of the year valued at $150,000.  On November 29, 2004 the
Company  sold  the shares to an unrelated entity for cash $150,000.  The Company
recognized  $150,000  as  miscellaneous  income  for the year ended December 31,
2004.

NOTE  Q  -  SUBSEQUENT  EVENTS


<PAGE>
On  March 1, 2005 the sole Director approved a decrease in the authorized shares
to  11,428,572  and authorized a reverse stock split effective March 10, 2005 of
one  post  consolidation  share  for  every  350  pre-consolidation  shares.

In March 2005, voting rights for Series C preferred shares were changed from 100
voting  rights  per  share  to  500  votes  per  share.

From  January  1, 2005 to March 21, 2005, the Company issued 4,009,061 shares of
common  stock to employees and consultants for services rendered to the company.

NOTE  R  -  GOING  CONCERN

The  accompanying  statements have been prepared on a going concern basis, which
contemplates  the  realization  of assets and the satisfaction of liabilities in
the  normal  course  of  business.  As  shown  in  the  consolidated  financial
statements  during  the year ended December 31, 2004 the Company incurred a loss
of  $10,564,658  during the year ended December 31, 2004.  The Company's current
liabilities  exceeded  its  current  assets by $677,933 as of December 31, 2004.
These  factors  among  others  may  indicate  that the Company will be unable to
continue  as  a  going  concern  for  a  reasonable  period  of  time.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the  Company will attain profitable status and improve its liquidity through the
continued  developing,  marketing  and  selling  of  its products and additional
equity  investment  in the Company. The accompanying financial statements do not
include  any  adjustments  that  might  result  should  the Company be unable to
continue  as  a  going  concern.

In  order  to  improve  the Company's liquidity, the Company is actively pursing
additional  equity  financing  through  discussions  with investment bankers and
private  investors.  There can be no assurance the Company will be successful in
its  effort  to  secure  additional  equity  financing.

If  operations  and  cash  flows  continue  to  improve  through  these efforts,
management  believes  that  the  Company  can  continue  to operate. However, no
assurance  can  be  given  that  management's  actions will result in profitable
operations  or  the  resolution  of  its  liquidity  problems.


NOTE  S  -  RESTATEMENT

The  Company's  financial  statements  were  restated  in 2003 for the following
reasons:

Restatement of 2003 Financial Statements
----------------------------------------

For  the  year  ended  December  31,  2003,  the  Company recorded $3,913,376 as
"Extraordinary  Item-Settlement  of  Debts and Liabilities" for gain relating to
extinguishment  of  debt. In 2004, the Company issued preferred shares class "A"
towards  settlement of $2,809,824 of the liabilities written off and included as
gain  for  the  year  ended  December  31,  2003.

These  errors  resulted in an overstatement of the Company's previously reported
net  income  for  the  year  ended  December 31, 2003 of $2,809,824, all of this
amount  is attributed to the previously reported under extraordinary Item in the
statement  of  operations.  In  addition,  these  errors  also  resulted  in  an
understatement  of  previously reported current liabilities at December 31, 2003
by  $2,809,824  and an understatement of accumulated deficit in the same amount.
As  such,  net  income  for  the  year  ended  December  31,  2003 is reduced by
$2,809,824  and  there  is  a  corresponding  increase  of $2,809,824 in current
liabilities  as  of  December  31,  2003.


<PAGE>