FORM 10-KSB/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

ATI NETWORKS, INC.
COLORADO
84-1089801
460 Cedar Street Fond du Lac, Wisconsin 54935
920) 922-7030

Securities registered pursuant to Section 12 (b) of the Securities Exchange
Act: Title of each class Name of each exchange on which registered
NONE

NASDAQ OTC:BB

Securities registered pursuant to section 12 (g) of the Securities
Exchange
Act: COMMON STOCK, NO PAR VALUE PER SHARE N/A

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

Yes [X] No [ ]

State issuer's revenues for its most recent fiscal year:  $ 50,717

As of December 31,1999, 3,233,030 shares of the issuer's Common Stock were
outstanding.

Transitional Small Business Disclosure Format:  Yes         No X

PART I

ITEM 1.  DESCRIPTION OF BUSINESS


EXECUTIVE SUMMARY

ATI Networks is building a global e-business by leveraging its proprietary
online technology, compelling content, and proven marketing techniques, to
create high volume, high profit margin websites. The company plans to
continue expanding its exciting community of sites that enable people to
carry on retail and B2B commerce, download digital audio and video media,
while fostering a feeling of community among site visitors.

The company owns a number of public sites that range from www.landnet.com,
featuring the latest information on NASA space launches, to sites that offer
the user access to fine art and discount computers in an auction environment.
The company's auction technology is now being used at www.artgems.com, a
consumer website that offers fine art, direct to consumers over the Internet.
Areas of the company's websites are available only to businesses for business
to business transactions, while other site areas are available to the general
public.

The company has created a website, www.tallyvotes.com that enables webmasters
around the globe to quickly compose a survey, or election, on their website
using the tallyvotes.com template and voting server. Webmasters around the
world RIGHT NOW can implement and use the company's voting engine for free,
to do in minutes what would normally take webmaster/ programmers weeks to
create from scratch. Imagine the future of online voting, a worldwide need
that will increase voter turnout, while expanding democracy around the globe.
Millions of websites around the globe that can use the company's voting
engine to implement online voting, or create surveys, on their own websites
in 15 minutes or less. Analysts have estimated the future of online voting to
evolve into an estimated $10 billion per year business.

The company plans to expand its existing websites to include an online
recycling business, and discount computer products auction. These sites will
cross-link to one another, and will provide an e-commerce environment for
manufacturers of computers and electronic equipment to sell discounted excess
inventory through a global network of online affiliates and Value Added
Resellers (VAR's). The company is currently using its proprietary online
auction technologies and e-commerce websites, in which it has verified its web
auction technology.

It has also established banner advertising contracts with Flycast
Communications/Engage, both CMGI companies, and Cable, Print, News Media, a
consortium of 70 magazines and over 200 websites partnered with the company in
building its online brands. The company is positioning itself to become a
leading community of engaging destination websites that enable business to
business, e-tail commerce, and entertainment.

Through a related company, the company has begun to compile worldwide
distribution rights to a digital library of past and future movies.
There are over 3,500 movies produced each year, of which less than 10% get
distributed through movie theaters and television. Company management believes
this opens up a tremendous opportunity for the company that owns worldwide
digital distribution rights to some of these films. In exchange for
exclusive worldwide,digital distribution rights to the movies in its library,
it will create digital copies of these films. The sale and distribution of
these movies will be offered by the company to online customers in DVD
format, but eventually will be distributed digitally over the Internet through
secure, high speed servers.

SOURCES OF REVENUE

Company revenues are generated from a number of sources in three primary ways:
1)Advertising
2)Electronic retail sales
3)Percentage based, transaction fees received from online product
sales sold on the company's websites, and from the sale of advertising banners.

Since the company's revenue model is based on the use of its sites as online
commerce exchanges, it receives a percentage of each sale made, plus revenue
from information and advertising, not just on the sale of products. In this
way, the company provides a forum for people to meet and carry on business,
in exchange for which it charges a sales transaction fee, and for which it
charges advertisers to reach the company's online audiences.

The company's next generation websites combine the latest database, search
engine, language translation, and e-commerce technologies to link
manufacturers to VAR's, businesses to businesses, and manufacturers with the
general public. Although the majority of the company's initial ecommerce
sales were done in the US, the company has planned the growth of the business
to enable it to do business around the globe, 24 hours a day, 7 days per
week. A nonprofit organization partner, recycleit.org, will provide
businesses and individuals with an environmentally friendly, and tax
deductible process to dispose of old computer equipment such as computers,
monitors, and keyboards.


INDUSTRY OVERVIEW

The Online Marketplace is booming. Increasingly businesses are recognizing
the place to do business in the future is over the Internet. According to IDC,
the number of Internet users will grow from the current estimate of 150
million to reach approximately 320 million by the end of 2002. Other estimates
of the growing online community put the global user number over 1 billion
by 2002. Worldwide commerce revenue on the Internet grew to over $20 billion
in 1999, and is expected to surpass $204 billion in 2001, according to Zona
Research. Online advertising revenues are projected to grow to over $10
billion in 2002 (Jupiter).

Electronic commerce is one of the hottest subjects on the Net today. There is
no shortage of predictions about the number and value of electronic
transactions that will take place over the Internet over the next decade, but
these predictions vary wildly. This highlights one of the fundamental problems
of business on the Internet; that it is next to impossible to predict anything
accurately. Although the predictions vary, the surveys seem to unanimously
agree on one thing: electronic commerce will continue to grow exponentially.
One typical example last year from Forrester Research, states the following:
"Net merchants will this year sell over $50 billion worth of goods over the
Internet. By 2002 this will swell to over $200 billion."

MARKET OPPORTUNITY AND DEMAND

According to the latest statistics from Forrester Research, over 50% of the
nearly $4 billion in 1999 online retail sales occurred in the two industries
the company has focused its retail sales efforts, namely computer products and
entertainment. Additionally, the future of the online voting market is
estimated at over $10 Billion per year, and is in its earliest stages.
The company's online voting server and related website, TallyVotes.com, are
perfectly positioned to capitalize on this evolving global market.

According to statistics from IDC, over 50% of all households in the
US own a computer. Many of these same households own more than one. Globally,
the number of new computers and monitors shipped will exceed 100 million units
each in 1999, and is expected to grow to over 150 million units each for the
calendar year, 2002. The continued growth in the demand of new computers has
created closets and warehouses full of old computers, which has created a
tremendous need for businesses and individuals to dispose of this outdated
equipment. A recent USA Today feature story focused on the growing problem of
disposing of this old equipment in a responsible way, and the need for an
organized system of recycling. Since it is illegal in many states to dispose
of computer monitors and other electronic equipment that contains hazardous
material in landfills, it is obvious that the need for environmentally
responsible recycling of outdated computer equipment will only increase in the
coming decade. The company offers a viable and economical solution to this
growing problem.

According to a recent survey by Zona Research regarding the habits of online
retail shoppers, it was found that 93% of these buyers spend between $25 and
$249 when purchasing products online. The average business to
business transactions are considerably higher and the company is now
positioning itself to offer an online B2B environment that will provide an
ideal forum for businesses of all sizes to carry on global commerce and
develop new business.

The Internet has provided a low cost medium to reach the global audience.
Despite the rapid proliferation of websites, there is currently no company
specifically focused as we have envisioned and described here. Management
believes an excellent business opportunity exists for the company to create
the leading "central meeting place on the web" for both businesses and the
public to benefit from the purchase of discount products and the disposal of
outdated products through its nonprofit sister organization, the RecycleIt.org
network.

Additionally, decreasing profit margins of neighborhood computer retailers,
along with the increase of online computer and peripheral businesses, has
created a compelling need for the local neighborhood computer retailers to
change the way they do business. This compelling need gives the company an
opportunity to provide many of these retailers with a perfect solution to
increase foot traffic to their stores, while at the same time providing these
local retail affiliates with a way to do increase their profit margins by
purchasing from the company's website.

THE ATI NETWORKS ADVANTAGE

The company attracts people to its community of sites with regular
sweepstakes promotions and prize giveaways that reward people for subscribing
to its sites. It expects to retain people's interest on its family of
websites by providing them access to the best digital content, while
rewarding its website visitors with points and prize entries for referring
friends to the company's sites.

The company has established marketing agreements with certain well-
established, high traffic websites, to redirect and promote traffic to the
company's community of websites. The company also plans to promote its
websites using a variation of the marketing technique used by America Online
to generate millions of new customers each year. These plans include
advertising its Internet brands on the JetDisc, an innovative new CDROM that
will be distributed free to millions of airline travelers. JetDisc is a web-
enabled CDROM that millions of airline passengers will view each month. The
JetDisc showcases the latest products, technologies, upcoming movies, and
promotional giveaway offers on behalf of its sponsors. ATI Networks will
promote its web properties each month by offering premium incentives such as
frequent flyer miles and prizes for travelers that visit the company websites
and register as a customer.

In the entertainment sector, the company has formed alliances with MUZE, the
leading music database, to provide online access to its 1.7 million music
titles and 400,000 album titles, through the company's entertainment shopping
areas. The company will then enable its site visitors to create their own
custom CD's by choosing from song titles in its online MUZE database.

Through a related company, the company has begun to compile worldwide
distribution rights to a digital library of past and future movies.
There are over 3,500 movies produced each year, of which less than 10% get
distributed through movie theaters and television. This opens up a tremendous
opportunity for the company that owns worldwide digital distribution rights to
some of these films. In exchange for exclusive worldwide, digital
distribution rights to the movies in its library, it will create digital
copies of these films. The sale and distribution of these movies will be
offered initially to online customers in DVD format, but eventually will be
distributed digitally over the Internet through secure, high speed servers.

The company is focusing its e-business on building and acquiring websites that
meet the growing demands of both consumers and businesses in the categories of
computer products and entertainment. The company plans to enroll thousands of
online affiliates of the company, and its related nonprofit company,
recycleit.org, to serve as distribution avenues for discount computer and
electronic merchandise, as well as collection points for recycling
of discarded computers, computer peripherals, and monitors. In exchange for
becoming affiliates of the company, VAR's receive two major benefits:

First, VAR's will have daily, online access to discount inventory from all
major computer, monitor, and electronics manufacturers, which they currently
do not receive. This discount inventory often comes with similar
manufacturer's warranties as new equipment, but this inventory sells for a
fraction of the price of new equipment. Therefore, the discount inventory we
will provide them with access to, via our online auction, enables VAR's to
benefit from higher profit margins than they currently receive on brand new
equipment.

Second: Local VAR's will benefit from the increased foot traffic that will be
generated for them by turning their stores into local collection points for
the millions of outdated computers, keyboards, modems, and monitors.
With donated equipment going to recycleit.org, a related nonprofit entity, the
donors will receive tax benefits from otherwise useless and outdated computer
equipment.

Company management predicts that its website affiliate programs will motivate
small business users two ways. First, by allowing them to share in revenues
generated by the recycling of equipment brought into their facilities, while
also giving them access to computer equipment inventory from manufacturers
at discount prices. This e-business model, coupled with the company's ability
to provide users with a large inventory of discount products and daily prize
giveaways, will encourage business users to visit company auction sites daily
to both do business and be entertained.

INVESTMENT HIGHLIGHTS

Due to the capital intensive nature of rapidly growing Internet companies,
management expects to need to raise additional funds in future offerings to
fund its growth, to develop new or enhance existing services, and to acquire
complementary products, businesses, or technologies. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of existing stockholders will be reduced and such
securities may have rights, preferences, or privileges senior to those of our
existing stockholders. If adequate funds are not available or are not
available on acceptable terms, the company's ability to fund its expansion,
take advantage of unanticipated opportunities, develop or enhance services or
products, or otherwise respond to competitive pressures would be
significantly limited.

Management is currently negotiating a private placement of equity funding with
accredited and institutional investors, which it believes will enable it to
continue additional website development, and provide enough working capital
to fund operations for the next 12 months.

This capital will be used to hire additional staff, expand national marketing
and branding promotions for the company's websites, and to make acquisitions
that will strengthen the company's growing network of web properties.


PRODUCTS AND MARKET

ATI Networks developers and engineers have previously developed the
following products:

*TallyVotes.com - This site enables webmasters around the globe to quickly
compose a survey, or election, on their website using the tallyvotes.com
template and voting server. Webmasters around the world can implement and use
the company's voting engine for free, to do in minutes what would normally
take webmaster/ programmers weeks to create from scratch. Millions of websites
around the globe can use the company's voting engine to implement online
voting, or create surveys, on their own websites in minutes.

*LotsofStuff.com - a portal site that enables its users to have direct access
to the latest search engine technology and destinations on the web. This
website provides a portal to art and computer product auctions, news,  real
estate, weather, sports, sweepstakes, free lotteries, games, and virtual
tours of countries all over the globe.

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

*Landnet.com - Internet website property known on the web as landnet.com, this
site features information about the latest NASA space launch with real-time
NASA reports and pictures. The site also provides information about the
Company's GPS tracking and wireless communications technology and products.

*aRealGem.com - Internet website property known on the web as arealgem.com,
the site enables Timeshare property buyers and sellers around the world to
connect with each other. Visitors to the site may view and search for
available properties for sale in 70 countries. Visitors may list their
property for sale, submit photos or video files using easy online
instructions. The website is available for viewing and use by 70 million
users of the Internet. The site allows users to post and view listings for
free.

* NavQuest - Comprehensive mapping and routing software product on CD-Rom.
NavQuest includes most U.S. and Canadian streets and highways, advance routing
features, optional GPS tracking capabilities, city and address search features,
and a database of thousands of attractions and points of interest. This
product was sold to JetDisc.com.

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

* JetDisc  and JetDisc.com - JetDisc is a web-enabled CDROM that millions of
airline passengers will view each month. The JetDisc and its website,
JetDisc.com are unique advertising tools that are used to showcase the latest
products, technologies, upcoming movies, and promotional giveaway offers on
behalf of its sponsors. ATI Networks plans to promote its web properties each
month by offering premium incentives such as frequent flyer miles and prizes
for travelers that visit the company websites and register as a customer.

ELECTRONIC COMMERCE

According to statistics from IDC, over 50% of all households in the US own a
computer. Many of these same households own more than one. Globally, the
number of new computers and monitors shipped will exceed 100 million units
each in 1999, and is expected to grow to over 150 million units each for the
calendar year, 2002.

According to a recent survey by Zona Research regarding the habits of online
retail shoppers, it was found that 93% of these buyers spend between $25 and
$249 when purchasing products online. However, the average business to
business transactions are considerably higher. The Internet has provided a
low cost medium to reach the global audience. Despite the rapid proliferation
of websites, management believes an excellent business opportunity exists for
the company to create the leading "central meeting place on the web" for both
businesses and the public to benefit.

GROWTH OF THE INTERNET AND ONLINE COMMERCE

The Internet Today: A Quick Overview
Consider the following examples of the extraordinary power of the Internet.

It took radio 37 years to get to 50,000,000 listeners.
It took television 13 years to get to 50,000,000 viewers.
It took the Internet a mere 4 years to get to 50,000,000 users.

At the end of 1999 that number had grown to over 150 million, and it is now
estimated by some analysts that by year-end 2002 the Internet population will
grow to a staggering one billion online users, or one out of every five people
on the planet.

According to a recent report on customer buying habits conducted by
Forrester Research, computer products and entertainment were respectively, the
number one and number three leading product categories consumers prefer to
buy over the Internet. It is predicted by all major market forecasters that
this trend will continue over the next decade at growth rates that exceed 50%
per year.

COMPETITION

The company has some competition from many online resellers of new and used
computer equipment. However, company management believes it can continue to
build a rapidly growing base of new customers and new member/affiliates, by
combining the largest selection of products, with the best prices on the
Internet for the discount products the company offers. Additionally, it will
be the only exchange organization in the US that is able to receive and
responsibly recycle outdated computer equipment, so the company will be the
leader in providing this online exchange service on the web.

The online market is characterized by rapidly changing technologies,
frequent new product, and service introductions, and evolving industry
standards. The recent growth of the Internet and intense competition compound
these market characteristics. To achieve our goals, we need to effectively
integrate the various software programs and tools required to enhance and
improve our Internet websites, and to effectively manage the growth of our
online business. The company is prepared to manage this growth with a team of
management people with prior successful experience in building high volume,
scaleable network systems.

Our future success will depend on our ability to adapt to rapidly changing
technologies by continually improving the performance features and reliability
of our web based services. In addition, future site enhancements must meet the
requirements of both current and future users, and must achieve significant
market acceptance. We believe that providing entertaining websites will
enhance the value of the ATI Networks community of websites, to the people and
businesses coming to our sites. Since the company's marketing efforts will be
focused on rapidly creating high traffic sites, building brand name awareness,
and rapidly building a network of affiliates, we believe it is imperative for
website visitors to have a positive experience each time they reach one of our
sites. Our focus on site quality and access speed will enhance our visitors'
experience by combining efficient ways of conducting e-commerce with
entertaining, web-based diversions, to meet the needs of a vibrant online
community.

CUSTOMERS

The customer base of website commerce is unlimited in scope and numbers. Some
of the companies currently contracted as advertisers include the following:

Sony
Alta Vista
Discover Card
Essential.com
Hewlett Packard
Dell
Mortgageit.com
RocketLinks.com GM
BellSouth Local
American Family
Wells Fargo Online
Intelihealth.com
Smartgroups
Healthcentral
Predict It
Washington Post
EZPrints.com
BargainBid.com
Food.com
VarsityBooks
Enonymous.com
Office Click
Hot Office
Sweepstakes
BOTWEB
Mediaworks
eCampus
Shop Center
CGU
Corvette Cars
Credit Counselor's
Office.com
Overstock.com
BizBuyer
eMD.com
Demasiado
Smart Portfolio
PetSmart
HealthExtras.com
Domini Social Investments
Hotbar.com
CarSmart
FirstSource
Sweeps
Computer Learning Centers
TradeCenter
Discovery Online Health
MentorLabs
VarsityBooks
Nedudomains
i-motors
Petfooddirect.com
Instant Ship
Passagen
How2.com / Cuervo
Medical Web
Bonzi99
AARP
GE Warranty
Brother Corp
TreeLoot
I Point
US West
Three Stooges
Enginehouse
Self- Test Software
Jones International University
Open Auto
Travelbreak.com
Boca Research
PNC Bank
USWest Local
BingoDabber
Playboy Enterprises
Loyalty ECM
Ford Outfitters
Boombots
Homepage
AnyLoan
Providian
PAR
BOTWEB
EntryPoint
Mr Jet
DW - Quickflight
Desktop
MSN
Banca Fideuram
Dash
bikeshop.com
eproject
VideoProfessor
Timedance
Storerunner
Stockwinners.com
Pier House Resort A
Letstalk
Entrepreneur.com
Coke
Treeway
iMotors
Wildjack Casino
Furniture Online
Career Engine
PureTec


EMPLOYEES

Operations		       6
Clerical		         2
Administrative	    2
Technical         	2

None of the Company's employees are subject to collective bargaining
agreements and the Company considers its relations with its employees to be
excellent.


COPYRIGHTS/PATENTS

The Company owns the Copyrights and Trademarks for LogiTrak and plans to
acquire the rights to certain websites. Intellectual property and trademark
protection is an integral part of the corporate strategy to maximize
exclusivity and legally protect ownership of the Company's proprietary
technology properties in the marketplace.

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

INSURANCE

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

<PAGE>

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including statements regarding the Company's expectations, hopes, intentions
or strategies regarding the future.  All forward-looking statements included
herein are based on information available to the Company on the date 12-31-99.

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

The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. These
forward-looking statements were based on assumptions that the Company would
continue to expand, that capital will be available to fund the Company's
growth at a reasonable cost, that competitive conditions within the industry
would not change materially or adversely, that demand for the Company's
services would remain strong, that there would be no material adverse change
in the Company's operations or business, and that changes in laws and
regulations or court decisions will not adversely or significantly alter
the operations of the Company. Assumptions relating to the foregoing involve
judgements with respect to, among other things, future economic, competitive,
regulatory and market conditions, which are difficult to predict accurately
and many of which are beyond the control of the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

FACILITIES

The following tabulates certain information with respect to the lease
currently executed between the Company and the Leaseholder.

            					   Square	Monthly
	Lease
Location			        	Footage	Rental
	Lessor

Executive Offices			2,500		$600.00
Wisconsin Lumber Co.
460 Cedar Street
Fond du Lac, WI
54935

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

No material legal proceedings to which the Company (or any of its directors
and officers in their capacities as such) is party or to which property of the
Company is subject is pending, although one material proceeding is known by
management of the Company to be contemplated, which, if begun and decided
against the company, could have an adverse effect on shareholders. However,
management believes this issue will be resolved prior to any adverse decision
against the company.

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

Not Applicable


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been limited trading in ATI Networks, Inc. Common Stock, and there
can be no assurance that an active trading market will develop or be
sustained. Provided a trading market does develop in the future, the market
price of the shares of Common Stock is likely to be highly volatile and may
be significantly affected by factors such as fluctuations in the Company's
operating results, announcements of technological innovations or new
products by the Company or its competitors, governmental regulatory action,
developments with respect to patents or proprietary rights and general market
conditions. The Company plans to be listed on Standard and Poor's Standard
Corporation Description and Records.

The last reported sale price of the Common Stock on December 31, 1999 was
0.6875 per share. The company's stock traded from a high in 1999 of $2.125
per share. The number of known shareholders of the Company's Common Stock was
approximately one hundred forty (140) on December 31, 1999. Holders of Common
Stock are entitled to receive such dividends as may be declared by the
Company's Board of Directors.  No dividends on the Common Stock have been
paid by the Company, nor does the Company anticipate that dividends will be
paid in the foreseeable future.

As reflected in the price quotations above, there have been significant price
fluctuations in the Company's Common Stock. Factors that may cause or can
cause market prices to fluctuate include any purchase or sale of a
significant number of securities during a relatively short time period,
quarterly fluctuations in results of operations, announcements of new
facilities,issuance of additional securities, registration of securities and
entrance of such securities into the public float, market conditions specific
to the Company's industry, short sales by market makers and market conditions
in general. In addition, in recent years the stock market in general has
experienced significant price and volume fluctuations. These fluctuations,
which may be unrelated to the operating performance of specific companies,
have had a substantial effect on the market place for many small
capitalization companies such as the Company. Factors such as those cited
above, as well as other factors that may be related to the operating
performance of the Company, may adversely affect the price of the Common
Stock.


DESCRIPTION OF SECURITIES

The authorized capital stock of ATI Networks, Inc. consists of twenty million
(20,000,000)voting shares of Series A Common Stock, no par value, of which
3,233,030 shares were outstanding on December 31, 1999, 20 million
(20,000,000) non-voting shares of Series B Common Stock, no par value, of
which no shares were outstanding on December 31, 1999, and 20 million,
(20,000,000)Series A Convertible Preferred Shares, with a par value
of $100 per share, of which no shares were outstanding on December 31, 1999.

Holders of ATI Networks, Inc. Common Stock are entitled to one vote per share
on all matters submitted to any vote of stockholders. Cumulative voting for
the election of directors is not permitted and therefore the holders of a
majority of the shares of ATI Networks, Inc. Common Stock will be able to
elect all of the directors.  The ATI Networks, Inc. Common Stock does not
have preemptive rights and is not convertible, redeemable or assessable.

The holders of ATI Networks, Inc. Common Stock are entitled to receive
dividends as may be declared by the Board of Directors out of funds
legally available. See Dividends on ATI Networks, Inc. Common Stock below.
Upon liquidation or dissolution, holders of ATI Networks, Inc. Common
Stock are entitled to share ratable in all net assets available for
distribution to stockholders.

RESTRICTIONS OF TRANSFER

Shares of ATI Networks, Inc. Common Stock held by non-affiliate ATI, Inc.'s
stockholders will be freely transferable, except for shares held by persons
who may be deemed to be "affiliates" of ATI Networks, Inc. under the
Securities Act of 1933, as amended (the "Securities Act"). Persons who may be
deemed to be affiliates of ATI Networks, Inc. generally include individuals
or entities that control, are controlled by, or are under common control with
ATI Networks, Inc. and may include certain of the Securities Act, such
exemptions afforded by Section 4(1) or Rule 701 of the Securities Act or
Rule 144 thereunder.

DIVIDENDS ON ATI NETWORKS, INC. COMMON STOCK

ATI Networks, Inc. does not intend to pay any dividends in the foreseeable
future and will follow a policy of retaining its earnings for use in its
operations.  In addition, under its proposed loan agreement, ATI Networks,
Inc. will be prohibited from paying cash dividends without prior approval of
its lender banks.

TRANSFER AGENTS

The transfer agent for the ATI Networks, Inc. Common Stock is American
Securities Transfer, Inc., whose address is 12039 W. Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228 and whose telephone number is
(303) 986-5400.

ITEM 6. SELECTED FINANCIAL DATA

See Section IV. EXHIBITS AND REPORTS, Financial Data Schedule

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

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

During the year 1999, the Company focused its efforts on developing new
e-commerce sites, and expanding its Internet marketing and branding
partnerships. Existing website technologies were upgraded, the online
voting engine and server technology, TallyVotes.com, was completed, and the
new ReCycleIt.org partnership and website development was initiated.
Strategic business alliances for the websites were arranged. NavQuest was
sold to a private start-up firm, JetDisc.com, Inc.

The Company continued development of its wireless Internet communications
products group. A partnership with NASA and Lockheed's Jet Propulsion
Laboratory was established, and with it the Company agreed to host a mirror
website, landnet.com, for the delivery of live, up to the minute, news
coverage for NASA's future space launches. This website delivered live news,
audio, video, and animations of the Mars Polar Lander mission. In the future,
this site will continue to provide the latest coverage of future planned
space missions. The Company plans to license and sell its LogiTrak wireless
communications product to third parties under long-term licensing agreements.

The software and Internet industries are extremely competitive and dynamic.
The Company and its products have received positive exposure in the national
media, and is now poised to fully implement its marketing and branding plan.
The growth of the Internet as a distribution medium for software and
information has greatly expanded the global market for the Company's core
products, while at the same time created new opportunities for the Company to
create and sell variations of both its products and the products of others
from the company's websites. Like many early stage technology companies, much
of the Company's assets are intangible assets such as copyrights, trademarks,
and its proprietary Internet technologies.

The Company has an extremely limited operating history upon which an
evaluation of the Company and its prospects can be based.  The Company and
its prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in the new and rapidly
evolving markets for Internet products and services.  To address these risks,
the Company must, among other things, continue to respond to competitive
developments, attract, retain and motivate qualified personnel, implement
and successfully execute its advertising sales strategy, develop and market
additional media properties, upgrade its technologies and commercialize
products and services incorporating such technologies.  There can be no
assurance that the Company will be successful in addressing such risks.  As
of December 31, 1999, the Company had an accumulated deficit of $1,572,658.
There can be no assurance that revenues of the Company will increase or
continue at their current level. The extremely limited operating history of
the Company makes the prediction of future results of operations difficult or
impossible, and therefore, should not be taken as indicative of the rate of
revenue growth, if any, that can be expected in the future.


	The Company believes that period to period comparisons of its operating
results are not meaningful and the results for any period should not be
relied upon as an indication of future performance.

	As a result of the Company's extremely limited operating history, the
Company does not have historical financial data for any significant period of
time on which to base planned operating expenses.  The Company's expense
levels are based in part on its expectations concerning future revenue and to
a large extent are fixed.  Quarterly revenues and operating results depend
substantially upon the tracking revenues received within the quarter, which
are difficult to forecast accurately.  Accordingly, the cancellation or
deferral of a number of tracking contracts could have a material adverse
effect on the Company's business, results of operations or financial
condition.  The Company may be unable to adjust spending in a timely manner
to compensate for any unexpected revenue shortfall, and any significant
shortfall in revenue in relation to the Company's expectations would have an
immediate adverse effect on the Company's business, results of operations and
financial condition.  In addition, the Company plans to significantly
increase its operating expenses to expand its sales and marketing operations,
to fund greater levels of product development and to develop and
commercialize additional software properties.  To the extent that such
expenses precede or are not subsequently followed by increased revenues, the
Company's business, results of operations and financial condition will be
materially and adversely affected.

The Company's operating results may fluctuate significantly in the future as
a result of a variety of factors, many of which are outside the Company's
control.  Due to all of the foregoing factors, in some future quarter the
Company's operating results may fall below the expectations of securities
analysts and investors.  In such event, the trading price of the Company's
Common Stock would likely be materially and adversely affected.


ITEM 8.  FINANCIAL STATEMENTS

The financial statements are included beginning at F-2. See page F-1
for the Index to the Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
From the date the Registrant commenced operations through any subsequent
interim period preceding the dismissal there have been no disagreements with
the former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Chief Executive Officer:		Larry Bestor
Age:						48
Office Street Address:	460 Cedar Street
Fond du Lac, WI 54935
Telephone:					(920) 922-7030

Duties include contract negotiation, capitalization, and business direction.
Prior to founding the company, Mr. Bestor served in a variety of management
positions. He has over 10 years experience in the financial services field,
as an investment consultant for IDS/American Express and Prudential Insurance
Company. Mr. Bestor is listed in U.S. Registry's WHO'S WHO of American Colleges
and Universities, and WHO'S WHO in Leading American Executives. He attended
the University of Wisconsin Engineering School, and has a business degree
from Marian College. Mr. Bestor is also a Director of the Company.


<PAGE>

VP Marketing:				Blade Thomas
Age:						46
Office Street Address:			Same as above

Mr. Thomas previously served as Vice President of Marketing for Entrepreneur
Magazine and MET-Rx. At MET-Rx USA, he conceptualized and engineered the
production of radio, print and TV ad campaigns to create demand for retail
distribution of the company's products. Over a three year period, using his
direct response ads to increase demand for the company's products, annual
sales grew from $7.2 million to over $65 million. While with Entrepreneur
Magazine, he was the leading executive responsible for the sale of over 200
"how-to" business start-up and operations manuals, the company's subscription
and news stand sales, as well as trade shows, and business seminars.

Secretary:				Steve Sorenson
Age:					47
Office Street Address:		Same as above

Mr. Sorenson practices law in the Fox River Valley area as the owner of the
Sorenson Law Offices.  He concentrates his practice in the areas of
commercial, corporate, and financial law. As a member of the State Bar
Corporation and Banking Section, he has been involved in projects that
involve the revision development of Wisconsin corporate and banking laws.
Mr. Sorenson is the past President of the Wisconsin State Bar Association.
He received his Juris Doctorate from Marquette University.


DIRECTORS OF THE COMPANY

Number of Directors:

All Officers above serve as Directors. In addition Dr. William Sybesma serves
as a Director. Lawrence Bestor and Steven Sorenson have served on the Board
since the inception of the company. Dr. Sybesma was added to the board in
1998.

Name:				Dr. William Sybesma
Age:				51
Title:			Director
Address:	460 Cedar Street
Fond du Lac, WI 54935
Telephone:			(920) 921-6363

Dr. Sybesma is Board Certified in the specialty of Otolaryngology - Head and
Neck Surgery, and practices at Agnesian Healthcare. He has served as
President of the Fond du Lac County Medical Society and on the Board of
Directors of the Fond du Lac Medical Clinic. Dr. Sybesma received his MD
from the University of Iowa School of Medicine.

Mr. Bestor and Mr. Thomas have worked previously in management positions in
startup businesses. Neither individual had signed non-compete agreements with
their former employers.

In 1999, Mr. Bestor was the co-founder of two other companies, JetDisc.com,
an advertising media company, and Emerald Point Development, a real estate
development company. Dr. Sybesma and Mr. Sorenson are also co-founders of
JetDisc.com.


COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

The following material contains information concerning the directors,
including their recent employment, positions with the Company, other
directorships and age as of the date of this Form 10-KSB.

						           CAPACITY
NAME			         	AGE		     WHICH SERVED
OFFICER                                           SINCE

Lawrence Bestor			47    		Chairman		             	1998
460 Cedar Street				      CEO and President
Fond du Lac, WI
54935

Blade Thomas		   46	      Vice Presiden		         1998
460 Cedar Street				      Marketing
Fond du Lac, WI
54935

Steven Sorenson		47		      Secretary  			        	1998
460 Cedar Street				      (Director since 1998)
Fond du Lac, WI
54935

William Sybesma		51		     Director			            1998
460 Cedar Street
Fond du Lac, WI 54935


Each director holds office until the next annual meeting of shareholders or
until a successor has been duly elected and qualified. There are currently
vacancies on the board of directors. The Board is seeking qualified nominees
to fill vacancies.  Officers are appointed by and serve at the discretion of
the Board of Directors.

Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Commission and the company. Specific due dates for these reports have been
established and the Company is required to disclose any failure to file, or
late filing, of such reports. Based solely on the Company's review of Forms
3, 4 and 5, and amendments thereto furnished to the Company and written
representations with respect to filing of such forms, the Company is aware
that all Forms have been filed timely to date.

COMMITTEES OF THE BOARD

The Board of Directors will delegate certain of its authority to a
Compensation Committee and a Audit Committee. There are currently vacancies on
both of these Committees. The Board expects to fill these vacancies after it
has filled the vacancies on the Board of Directors.

The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's proposed
Option Plan.

The function of the Audit Committee is to review and approve the scope of
audit procedures employed by the Company's independent auditors, to review
and approve the audit reports rendered by both the Company's independent
auditor and to approve the audit fee charge by the independent auditors. The
Audit Committee will report to the Board of Directors with respect to such
matters and recommends the selection of independent auditors.


ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

_________________________________________
Long Term Compensation
Annual Compensation				Awards
<S>			<C>	 <C>	   <C>	 <C>		<C>	  <C>
<C>   <C>
Payouts______
(a)			(b)	  (c)	   (d)	  (e) 	(f)     (g)
(h)    (i)
                             							 Other    Restricted
Name and		        				      Annual   Stock
LTIP Other Principal	 					 Comp.    Award(s)    Opt.
P/outs Comp.                         Position		Year	 Salary  Bonus ($)  ($)	     ($)
SARs(#)   ($)     ($)

Larry Bestor	1999	         $75,000
460 Cedar St.
Fond du Lac, WI

Blade Thomas	1998	         $ 5,000			10,000
460 Cedar Street
Fond du Lac, WI

</TABLE>

No employee of the Company receives any additional compensation for his
service as a director. Non-management directors receive no salary for their
services as such, but are entitled to receive reasonable travel or other
out-of-pocket expenses incurred by non-management directors in attending
meetings of the Board of Directors and a fee of $100.00 per meeting attended.

The Company has a profit sharing program for the benefit of its directors,
officers and other employees. The Board of Directors may recommend one or
more such programs for adoption in the future. The company also has an
Employee Stock Option Program(ESOP), which awards stock options to employees
at the will of the President and CEO.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of Common Stock as of December 31, 1999 by (i) each person known
by the Company to own beneficially more than 5% of the outstanding Common
Stock, (ii) each director, and (iii) all executive officers and directors as
a group. Each person has sole voting and sole investment or dispositive power
with respect to the shares shown except as noted.

Principal owners of the Company (those who beneficially own directly or
indirectly 10% or more of the common and preferred stock presently
outstanding) starting with the largest stockholder. Include separately all
common stock issuable upon conversion of convertible securities (identifying
them by asterisk) and show average price per share as if conversion has
occurred. Indicate by footnote if the price paid was for a consideration other
than cash and the nature of any such consideration.


                 			    Shares of ATI Networks
                       				Common Stock
			                     	Beneficially Owned
                                		              Percent
Name and		                as of the 12-31-99		 	of
Address			                 Record Date         	Class

Lawrence Bestor		           	956,640	         			30%
460 Cedar Street
Fond du Lac, WI 54935

Oshkosh Truck Corp.        		600,000			         	19%
2307 Oregon Street.
Oshkosh, WI 54901

Floyd Skeins		               400,000		         		12%
4179 Brentwood Park Circle
Tampa, FL  33624

Susan Bestor	              	190,000	         		   6%
460 Cedar Street
Fond du Lac, WI 54935

William Sybesma		            80,000	         			2.5%
460 Cedar Street
Fond du Lac, WI 54935

Martina Jane Sybesma         80,000             2.5%
460 Cedar Street
Fond du Lac, WI  54935

Steven Sorenson	           	 	22,000	         		0.7%
460 Cedar Street
Fond du Lac, WI 54935

Blade Thomas	              	 10,000	         			0.3%
460 Cedar Street
Fond du Lac, WI 54935


All Directors and Officers
As a Group		              1,148,640         			33%


The transactions described below were fair and reasonable to the Company on
the basis that such transactions were on terms at least as favorable as could
have been obtained from unaffiliated third parties. The transactions between
officers and directors of the Company, on the one hand, and the Company, on
the other, have inherent conflicts of interest.

The Company has a Stock Purchase and Option Plan ("Plan") under which it has
granted stock options and warrants to purchase common stock to employees,
directors, officers, and others at various times since 1994. Options and
warrants are granted at an option price per share equal to or greater than
fair value at the date of grant. Generally, options granted to employees vest
over a five-year period and expire 10 years after the date of grant. Canceled
options are available for future grant.

The following is a summary of stock option plan activity for the years ended
December 31, 1999 and 1998:
         		        1999			            	1998

Shares:
Granted	           5,000          	   5,000
Exercised	      (146,590)    	      (20,000)
Canceled	            -       		    	(76,000)

December 31:
Outstanding		   6,803,410			      6,945,000
Exercisable		   6,077,010			      5,407,200

Average exercise price per share
Granted		           $1.00          			$5.00
Exercised		          0.10		         		$0.10
Canceled		-				     $3.25

December 31:
Outstanding	       	$1.28			         	$1.26
Exercisable		       $1.25				         $1.14

Stock options outstanding at December 31, 1999 and 1998 had a range of
exercise prices of $.10 to $5.00 and an average remaining contractual life of
four years and five years, respectively.

Shareholder approval is not required for grants made under the Employee Stock
Option Plan. Board approval is required for all other increases in
capitalization. The board is currently composed of two Company officers and
one non-employee shareholder representative.

All employees except the President have signed two year, non-compete
agreements. The Company has an employee stock option plan that vests stock
options awarded each year over a 5 year period at 20% per year.


IV. EXHIBITS AND REPORTS

(a) EXHIBITS

The following documents are filed herewith or have been included as exhibits
to previous filings with the Commission and are incorporated herein by this
reference:

EXHIBIT NO.		DOCUMENT

	*3.1			Articles of Incorporation of the Company, as amended;

	*3.2			Bylaws of the Company, as amended;

	*4.0			Auditors Opinion, Notes, and Financial Data Schedule

SIGNATURES

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

A majority of the Directors and the Chief Executive and Financial Officers of
the Company shall sign this Disclosure Document on behalf of the Company and
by so doing thereby certify that each has made diligent efforts to verify the
material accuracy and completeness of the information herein contained. By
signing this Disclosure Document, the Chief Executive and Independent Auditors
agree to make themselves, the Company's books and records, copies of any
contract, lease or other document referred to in the Disclosure Document, or
any other material contract or lease including stock  options and employee
benefit plans), except any proprietary or confidential portions thereof, and
a set of the exhibits to this Disclosure Document, available upon written
request, to each investor prior to the time of investment, and to respond to
questions and otherwise confirm the information contained herein prior to the
making of any investment by such investor.

The Chief Executive Officer signing this form is hereby certifying that the
financial statements submitted fairly state the Company's financial position
and results of operations, or receipts and disbursements, as of the dates and
period(s) indicated, all in accordance with generally accepted accounting
principles consistently applied (except as stated in the notes thereto) and
with respect to year-end figures) including all adjustments necessary for
fair presentation under the circumstances.

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in
capacities and on the dates indicated.

Chief Executive             Officer/Director	             		Secretary/Director

/s/  Lawrence Bestor					   /s/ Steven Sorenson

Lawrence Bestor					        	Steven Sorenson

Director

/s/  Dr. William Sybesma

Dr. William Sybesma