SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10QSB/A


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                               CIK NO.: 0001098329

                               For Quarter Ended
                                  June 30, 2002

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

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

         3435 Wilshire Blvd., Suite 2040, Los Angeles, California 90010
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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

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 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                    Yes   X         No
                                        -----         -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                         34,985,678 as of June 30, 2002



<PAGE>
                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

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

                                             ASSETS
<S>                                                                              <C>               <C>
                                                                                   June 30,        December 31,
                                                                                     2002              2001
                                                                                 (Unaudited)
                                                                           -------------------------------------
CURRENT ASSETS

              Cash                                                                  $18,438             $82,069
              Prepaid Advertising                                                 1,110,000           1,165,000
              Accounts Receivable-Net                                                96,732              25,000
              Other                                                                  23,110              16,805
                                                                           -------------------------------------
                          Total Current Assets                                    1,248,280           1,288,874

PROPERTY AND EQUIPMENT-NET                                                           62,448              64,807

INTELLECTUAL PROPERTY                                                                 5,538               5,539

PREPAID ADVERTISING                                                                 555,000           1,110,000
                                                                           -------------------------------------

                                                                                 $1,871,266          $2,469,220
                                                                           =====================================

              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
              Accounts Payable                                                   $1,261,000          $1,073,913
              Accrued Salaries                                                    2,267,073           1,635,019
              Payroll Taxes                                                         482,232             262,425
              Accrued Interest                                                       99,395              43,193
              Notes Payable-Related                                                 459,234             389,710
              Notes Payable-Other                                                   318,000             348,000
              Notes Payable-Bank                                                    300,000
              Deferred Income                                                       226,923              60,355
                                                                           -------------------------------------
                          Total Current Liabilities                               5,413,857           3,812,615
                                                                           -------------------------------------

OTHER OBLIGATIONS                                                                   463,500             186,750
                                                                           -------------------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
              Common Stock, $.0001 par value:
              Authorized 100,000,000
              Issued 35,985,678;30,352,728 respectively;
              Outstanding 34,985,678; 29,352,728 respectively                         3,499               2,935
              Capital in Excess of Par Value                                     17,686,618          11,371,563
              Deficit Accumulated During Development Stage                      (21,696,207)        (12,904,643)
                                                                           -------------------------------------

                          Stockholders' Deficiency                               (4,006,090)         (1,530,145)
                                                                           -------------------------------------

                                                                                 $1,871,266          $2,469,220
                                                                           =====================================

              The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                       ATNG, Inc.
                                              (A Development Stage Company)
                                         Consolidated Statement of Operations
<S>                                               <C>                  <C>          <C>             <C>          <C>
                                                        Three Months Ended             Six Months Ended        Cumulative to
                                                              June 30                       June 30               June 30,
                                               --------------------------------------------------------------------------------
                                                        2002            2001            2002            2001           2002
                                                        ----            ----            ----            ----           ----
                                                    (UNAUDITED)                     (UNAUDITED)

REVENUES
    Telecommunication services-net                     $125,251        $12,638         $298,662        $19,310        $583,589
    Advertising - Net                                    49,423                         201,255                        201,255
    Services and Other-Net                                                               86,545                         86,545
                                               --------------------------------------------------------------------------------
                Total Revenue                           174,675         12,638          586,463         19,310         871,390
                                               --------------------------------------------------------------------------------

OPERATING EXPENSES
    Cost of Services                                    181,044         59,890          541,758         68,129       1,403,944
    Advertising                                         320,521          3,485          729,812        124,624       4,118,246
    General & Administrative                            820,754        528,109        2,712,155      1,090,338      10,251,895
    Interest                                             70,651          8,944          180,294         14,663         321,631
    Depreciation                                          5,252          7,871            9,798         15,135          48,544
                                               --------------------------------------------------------------------------------
                                                      1,398,222        608,299        4,173,817      1,312,889      16,144,260
                                               --------------------------------------------------------------------------------

OTHER EXPENSE
    Disposal of Fixed Assets                                                             64,807                         64,807
    Excess of purchase price over net book value of
    acquired subsidiaries                               215,656                       3,162,202                      3,162,202
    Investment Banking Fee                              490,550                       1,909,640                      1,909,640
    Merger and reorganization costs                                                      67,561                        429,181
    Write-off of intellectual property                                 100,720                         100,720         107,715
    Write-off of investment in marketable securities                                                                   149,792
    Write-off of investment in joint venture                                                                           600,000
                                               --------------------------------------------------------------------------------
                                                        706,206        100,720        5,204,210        100,720       6,423,337
                                               --------------------------------------------------------------------------------

NET (LOSS)                                          ($1,929,753)     ($696,381)     ($8,791,564)   ($1,394,299)   ($21,696,207)
                                               ================================================================================

NET (LOSS) PER COMMON SHARE BASIC AND DILUTED            ($0.06)        ($0.03)          ($0.28)        ($0.05)         ($0.80)
                                               ================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED                                    32,338,585     25,947,541       31,178,730     25,868,682      27,007,453
                                               ================================================================================

                The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      ATNG, Inc.
                                              (A Development Stage Company)
                                               Statements of Cash Flows
<S>                                                                                <C>            <C>          <C>
                                                                                                                Cumulative to
                                                                                                                  June 30,
                                                                                      2001          2002            2002
                                                                                      ----          ----          --------


CASH FLOWS FROM OPERATING ACTIVITIES
            Net (Loss)                                                              ($1,400,613)  ($8,791,564)  ($21,696,207)
            Adjustments to reconcile net (loss) to net cash (used)
            by operating activities
                      Depreciation                                                       15,138         9,798         48,544
                      Amortization of Prepaid Advertising                                             610,000        610,000
                      Debt for Expenses                                                                               80,433
                      Write off of excess purchase price of investment in subsidiary                3,162,202      3,162,202
                      Write off of fixed assets                                                        64,808         64,808
                      Write off of Intellectual Property                                 96,807                      107,715
                      Write Off of Marketable Securities                                                             149,792
                      Write Off of Korean Joint Venture                                                              600,000
                      Common Stock Warrants  Issued for Services                                                      21,548
                      Common Stock to be issued for Salaries                                          461,000        461,000
                      Common Stock issued for Services, Salaries and Interest           164,563     1,654,469      5,778,537
                      Common Stock issued for Advertising                             3,000,000        68,600      3,068,600
                      Common Stock issued for Investment Banking Services                           1,385,550      1,385,550
                      (Increase) in other obligations                                                                177,460
            Changes in assets and liabilities
                      (Increase) in Accounts Receivable,  Prepaids and Other            (68,544)      (28,843)       (70,648)
                      Increase in Accounts Payable and Accrued Expenses                 436,577       418,418      1,797,949
                      Increase in Accrued salaries                                      401,964       623,947      2,258,966
                      Notes Payable transferred to Stock (Other Obligations)
                      (Increase) in Prepaid Advertising                              (3,000,000)
                      Increase (Decrease) in Deferred Revenue                                         (34,902)        25,453
                      Other
                                                                                  -------------------------------------------
            Net Cash (Used) by Operating Activities                                    (354,108)     (396,517)    (1,968,298)
                                                                                  -------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
            Cash paid for property and equipment                                        (34,821)      (19,048)       (87,602)
            Acquisition of subsidiaries net of cash acquired                                            5,585          5,585
            Cash paid for intellectual property                                                                     (113,253)
            Investment in Korean Joint Venture                                                                      (600,000)
                                                                                  -------------------------------------------
            Net Cash (Used) in Investing Activities                                     (34,821)      (13,463)      (795,270)
                                                                                  -------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES

           Proceeds from borrowings-Related                                             216,727       103,500        558,500
            Repayment of borrowings-Related                                                           (33,976)       (98,176)
            Proceeds from borrowings-Other                                               62,667        45,000        415,000
            Repayment of borrowings-Other                                                             (30,000)       (52,000)
            Proceeds from borrowings-Bank                                                              74,075         74,075
            Cash Paid for Offering Costs                                                                            (102,958)
            Proceeds from sale of Common Stock                                          107,917       187,750      1,987,565
                                                                                  -------------------------------------------
            Net Cash Provided by Financing Activities                                   387,311       346,349      2,782,006
                                                                                  -------------------------------------------

NET INCREASE (DECREASE) IN CASH                                                          (1,618)      (63,631)        18,438

CASH BEGINNING OF PERIOD                                                                 82,069        82,069
                                                                                  -------------------------------------------

CASH END OF PERIOD                                                                      $17,365       $18,438        $18,438
                                                                                  ===========================================

                      The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2002
                                   (Unaudited)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  interim  consolidated  financial statements of ATNG, Inc. (the
Company) are unaudited. In the opinion of management,  the interim data includes
all adjustments,  consisting only of normal recurring adjustments, necessary for
a fair  presentation  of the  results  for the  interim  period.  The results of
operations for the period ended June 30, 2002 are not necessarily  indicative of
the operating results for the entire year.

We have prepared the financial  statements included herein pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosure  normally included in financial  statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to such rules and regulations.  We believe the disclosures made
are adequate to make the  information  not  misleading  and recommend that these
condensed  financial  statements  be  read in  conjunction  with  the  financial
statements and notes included in our Form 10-KSB for the year ended December 31,
2001.

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

The Company  acquired Asian Infolink Inc. and Segment Data  Management,  Inc. as
wholly owned  subsidiaries  in February  2002. All assets and  liabilities  were
acquired in exchange  for  1,800,000  shares of common stock valued at $1.55 per
share.  The  transaction  was  accounted for as a purchase and the excess of the
purchase  price over the net book value of assets  acquired has been written off
against operations.  The financial statements for the period ended June 30, 2002
contain the financial  statements for the companies  acquired.  All intercompany
balances and transactions have been eliminated in consolidation

<PAGE>
                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2002
                                   (Unaudited)

The Company provides voice and data telecommunications  services utilizing Voice
over Packet ("VOP") network.  Its signature product is BlueKiwi residential long
distance service.  BlueKiwi is a flat rate, unlimited long distance calling plan
offering  instate and  state-to-state  calling in the contiguous  U.S. In May of
2002 the Company  introduced Chunsa Telecom a prepaid long distance calling plan
to South Korea. The Company is considered a development stage company as defined
by Statement of Financial Accounting Standards (SFAS) 7.

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

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

REVENUE RECOGNITION

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

ADVERTISING

The Company  expenses  costs of print and media  advertisements  as of the first
date  the  advertisements  took  place.  Advertising  costs  which  have  future
benefits,  generally  in the  form  of  revenue,  are  capitalized  and  will be
amortized  on a  cost-pool-by-cost-pool  basis over the period  during which the
future  benefits  are  expected to be received  based on the ratio that  current
period revenues for the direct-response  advertising cost pool bear to the total
of    current    and    estimated    future    period    revenues    for    that
direct-response-advertising   cost  pool.  These  costs  consist  of  radio  and
newspaper  advertising  requiring  response to a toll free  telephone  marketer.
Management estimates that the amortization period will not exceed two years, and
will  periodically   review  and  assess  the   recoverability  of  the  prepaid
advertising  and write  down the  asset to its  estimated  recoverable  value if
deemed  necessary.  As of June 30, 2002  advertising  costs of  $1,665,000  were
recorded in prepaid expenses, of which $555,000 is non-current.


<PAGE>
                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2002
                                   (Unaudited)

(LOSS) PER SHARE

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

CASH EQUIVALENTS

For purposes of reporting cash flows, the Company  considers as cash equivalents
all highly  liquid  investments  with a maturity of three  months or less at the
time of purchase. At June 30, 2002, there were no cash equivalents.

NOTE 2 - BASIS OF ACCOUNTING

The  accompanying  financial  statements  have  been  prepared  on the  basis of
accounting  principles  applicable to a going concern,  which  contemplates  the
realization of assets and extinguishments of liabilities in the normal course of
business.  At June 30, 2002, the Company had commenced principal operations and,
as shown in the accompanying  financial  statements,  has incurred losses during
the period  from  inception  to June 30, 2002 of  $21,696,207  and has a working
capital deficiency of $4,165,577.

NOTE 3 - OTHER OBLIGATIONS

At June 30, 2002,  the Company was  obligated to issue shares of common stock in
satisfaction of accounts payable and other contractual obligations as follows:

S-8 to be issued to an employee for services                          $300,000
130,000 Shares to be issued for the merger and reorganization          161,000
2,500 Shares-other                                                       2,500
                                                                       -------
                                                                      $463,500

NOTE 4-COMMON STOCK

During the first six months of 2002 the Company issued an aggregate of 5,632,950
of its common stock as follows:

     o    375,000  shares to three  employees  for services  valued at $955,000.
          ($1.55 to $3.50 per share).
     o    719,000  shares  for  advertising  and  public  relations,  valued  at
          $612,300. ($.51 to $3.25 per share).
     o    1,500,000   shares  for  investment   banking   services,   valued  at
          $1,275,000. ($.85 per share).
     o    1,800,000   shares  for   acquisition  of   subsidiaries,   valued  at
          $2,790,000. ($1.55 per share).
     o    129,847  shares for interest  expense,  valued at  $217,553.  ($.40 to
          $3.50 per share).
     o    537,478 shares for consultants and others,  valued at $278,016.  ($.51
          per share).
     o    571,625 shares for cash at prices ranging from $2.50 to $.25.


<PAGE>
                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2002
                                   (Unaudited)

NOTE 5- SIGNIFICANT TRANSACTIONS AND EVENTS

During the first six months of 2002 the Company entered into various  agreements
in conjunction with its principal operations.  The significant agreements are as
follows:

     o    Corporate  Sponsorship/Advertising  Agreement  entered into January 4,
          2002 for insertion of advertising into magazines distributed to school
          districts. Total estimated distributions of 5,115,000. Cost to be paid
          as a commission from sales.
     o    Employment  agreement  entered into January 30, 2002 which engages the
          services  of a senior  network  executive  with an  annual  salary  of
          $120,000  plus stock  incentives  of 250,000  shares the first year of
          employment  and 250,000  shares the second year of  employment  and an
          additional  $300,000  of stock from a proposed  offering of S-8 stock.
          Annual bonus to be determined and paid in stock.
     o    Wholesale  Minutes Sales Agreement entered into February 1, 2002 for a
          period of 90 days. Not renewed.
     o    Wholesale  Minutes Sales  Agreement  entered into March 29, 2002 for a
          period of one year.
     o    Purchase of Stock  Agreements  entered into  February 20, 2002 for the
          purchase of Asian Infolink, Inc. and Segment Data Management, Inc. for
          a total of 1,800,000  shares of company stock. The contracts also call
          for a payment of S-8 stock  totaling  $500,000 for the services of two
          key employees of the acquired companies.
     o    Consultant  Agreement  entered  into  March 28,  2002 for  merger  and
          acquisition and public relations services.  Contract calls for payment
          of 250,000 shares of stock each quarter starting in the second quarter
          of 2002 through the first quarter of 2003. Agreement may be terminated
          by either party at the end of a quarter.
     o    In conjunction with the acquisition of Asian Infolink,  Inc. (AIL) and
          Segment  Data  Management,  Inc.  (SDM) the Company  acquired  its own
          customer sales and service  operations and data processing  previously
          provided by third party vendors. AIL and SDM are based in Los Angeles,
          CA. and the Company's headquarters were in Memphis, TN. In view of the
          difficulty in managing the operations  from Memphis,  TN. The Board of
          Directors  decided to close the Memphis office and move all operations
          to Los Angeles.  In  conjunction  with the move two senior  executives
          transferred to Los Angeles and two remained in Memphis,  TN. All other
          Memphis employees (7) were laid off. The Company continues to retain a
          national  sales  office in  Memphis.  The Company  accounted  for this
          acquisition  using the purchase  method and the excess of the purchase
          price  over  the  net  book  value  of the  acquired  subsidiaries  of
          $3,162,202  has been charged to  operations.  Also,  the remaining net
          book value of the fixed assets and leasehold  improvements  of $64,807
          attributable  to the  Memphis  operations  have  been  written  off to
          operations during the quarter ended June 30, 2002.
     o    The Company  entered into two agreements  for  Investment  Banking and
          Merger and  Acquisitions  with one  company  and one  individual.  The
          Company issued  1,500,000 shares of stock valued at $.85 per share for
          a total  consideration of $1,275,000 for services to be performed over
          one year. The contract with the individual provides for ongoing merger
          and  acquisition  services  for a period of one year in  exchange  for
          282,000  shares  of  stock  valued  at  $.51  per  share  for a  total
          consideration of $144,000.  These two amounts totaling $1,419,000 have
          been charged to operations  during the quarter ended June 30, 2002. In
          view of the uncertain  nature and timing of these services the Company
          charged operations at the time the contracts were signed.
<PAGE>
                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 June 30, 2002
                                   (Unaudited)

     o    Media and Stock  Purchase  Agreement  entered into March 5, 2002.  The
          agreement  provides  for the  purchase  of Media  from the  Company in
          exchange for stock and a percentage of revenues  directly derived from
          the use of the media to sell the product of the  contracting  company.
          In exchange for $5,000,000 of media the Company will receive 1,000,000
          shares from a proposed  stock  offering  plus 30% of the gross revenue
          from the sale of the  software  program  less $5 shipping and handling
          from those sales directly  attributable to the media  advertising.  At
          June 30,  2002  none of the media  had been  used and no  revenue  had
          resulted.  The 1,000,000 shares of stock will be held in escrow by the
          company attorney pending consummation of the media usage.
     o    Public  Relations  and Mergers  and  Acquisition  services  agreements
          entered  into March 28, 2002  provides  for services to be rendered in
          exchange for 250,000  shares of  restricted  stock per quarter for one
          year. May be cancelled by either party at the end of any quarter.
     o    Two Consulting and Investor  Relations  agreements entered into in May
          2002  provide for  services  to be  rendered  in exchange  for 165,000
          shares of restricted common stock. Agreement is for six months and may
          be cancelled by either party upon proper notice.
     o    Carrier Service  agreement entered into on June 3, 2002 which provides
          for network service to Korea for twelve months.



<PAGE>

ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


CHANGES IN FINANCIAL CONDITION

Operations  for the three and six months ended June 30, 2001 and 2002  represent
two different phases in the Company's development stage. In the six months ended
June 30, 2001 the Company  launched a long  distance  flat rate program to Korea
using third party vendors. The quality of the telephone service was not good and
the customer sales and service vendor did not provide  adequate  service and the
program was subsequently stopped while the Company looked for other vendors.

RESULTS OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2002  COMPARED TO SAME
PERIOD IN 2001

The Company had combined revenues in the quarter ended June 30, 2002 of $174,675
compared to $12,638 in the same period in 2001. Of those revenues  $125,251 were
telecomminucation  services, and $49,423 were advertising.  The Company incurred
$1,398,222 in operating expenses in the quarter compared to $608,299 in the same
quarter in 2001.  The Company  incurred in the  quarter  extraordinary  expenses
consisting  of $215,656  in write off of excess of purchase  price over net book
value on the purchase of assets,  and incurred  $480,550 in  investment  banking
fees. The expenses of  advertising  increased to $320,521 in 2002 from $3,485 in
2001,  cost of services  increased  to  $181,044 in 2002  compared to $59,890 in
2001, and general and  administrative  increased to $820,754 in 2002 compared to
$528,109 in 2001.  Interest expenses increased to $70,651 in 2002 over $8,944 in
2001.

The net loss was  ($1,929,753)  in the quarter in 2002 compared to ($696,381) in
the  quarter in 2001.  The net loss per share was ($.06) in the  quarter in 2002
compared to ($.03) in 2001 in the quarter.

The second  quarter of 2002  continued to present  several  problems and several
opportunities.  The  Company  continued  to  have  problems  with  its'  network
providers  which impacted the quality of service  rendered to customers.  During
the quarter,  two different network providers were used. The first provider lost
its'  ability to provide  service  which forced the Company to change to another
network.  The second provider did not have their network  adequately  tested and
this resulted in a lot of problems with service.  The Company had a large number
of cancellations which impacted operations through lost revenue and refunds. The
network  provider was changed again in early August and the Company now believes
that the  quality  of the  service  will  substantially  increase  and allow new
customers to be provided with good quality service.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE
SAME PERIOD IN 2001

Revenues for the first six months of 2001 represent the early test market of the
Korean  program and a limited amount of BlueKiwi  sales.  Revenues for the first
six months of 2002 consist of $287,500  from the flat rate  residential  program
BlueKiwi and $11,200 of sales from Chunsa Telecom long distance service to Korea
launched in May 2002.  Advertising  sold to merchants to advertise on the Korean
Directory service of Asian Infolink, Inc of $201,255 and sale of data management
services by Segment Data Management Inc. of $86,545  accounted for the remainder
of Revenue.
<PAGE>

The Company incurred a net loss of ($8,791,564) for the first six months in 2002
compared  to  ($1,394,299)  in the same period in 2001.  Of the loss in 2002,  a
total of $5,204,210 was other expense  including write down of acquisition  cost
($3,162,202)  on the  acquisition  of  subsidiaries.  The net loss per share was
($.28) in 2002 and ($.05 ) in 2001.  The trend of losses is expected to continue
until revenues are achieved which exceed operating and other expenses.

Operating expenses for the periods are compared below:

                                                 2002                   2001
                                                 ----                   ----
Interest                                        $180,294                $14,663
Depreciation                                      $9,798                $15,135
Advertising                                     $729,812               $124,624
Costs of services                               $541,758                $68,129
General and Administrative                    $2,712,155             $1,090,338
                                              ----------              ----------
TOTAL                                         $4,173,817             $1,312,889
                                              ----------              ----------


The increase in interest  expense  results  from the high cost of financing  the
Company  incurred in borrowing funds for  operations.  These costs will continue
until operations reach maturity or alternative financing is found.

Advertising  on the Premiere  Radio  Network was  discontinued  during the first
quarter of 2002 because of the  operational  problems.  Advertising  expense for
2002 results primarily from stock issued for advertising services of $68,600 and
the amortization of prepaid  advertising $ 610,000.  Advertising expense in 2001
represents $80,00 for a billboard to launch BlueKiwi in New York and Advertising
Agency services of approximately $35,000.

Cost of services in 2002  represent  approximately  $228,000 paid to third party
vendors for network  services and $314,000 of payroll and related costs of Asian
Infolink,  Inc. for customer  sales and service.  Comparable  costs in 2002 were
$13,000 for network services and $55,000 for customer sales and services.

The  increase in General and  Administrative  expenses is  primarily  due to the
issuance of  $1,255,000  of common  stock for services  during 2002  compared to
$155,000  during  2001.  The amounts for 2002 also reflect the increase in costs
from the acquisition of Asian Infolink, Inc. and Segment Data Management, Inc.

During the first quarter of 2002 the Company  reported an estimated write off of
the excess purchase price of investment in subsidiaries of $2,946,546.  Based on
audits of the acquired subsidiaries  completed in the second quarter of 2002 the
excess price was finalized at $3,162,202.  The additional  write off of $215,656
has been charged to operations during the second quarter of 2002.
<PAGE>

The Company  expects  that its trend of losses will  continue in the  forseeable
future  until the costs of  operations  can be  curtailed  to the point that net
revenues are sufficient to offset expenses, of which there is no assurance.

LIQUIDITY AND CAPITAL RESOURCES

The Company  continued its efforts to raise additional  capital through the sale
of stock through a Private Placement and Loans from Officers/Directors/Founders,
Banks and others.  During the six months ended June 30, 2002 additional  funding
was obtained in the form of $148,500 in loans with  repayments  of $63,976 being
made.  Also the Company  received  $187,750 from the Private  Placement  sale of
stock at amounts varying between $2.50 to $.25 per share.  The Company  believes
it can continue to raise the  necessary  capital to fund the  operations  of the
Company.

In  addition,  the Company  assumed a bank loan of Asian  Infolink,  Inc. in the
amount of  $225,925.  Additional  borrowings  were  made  during  the  period of
$74,075. The loan is due November 20, 2002 and bears interest at 7% per annum.

The Company has no plans at the present to neither hire any additional employees
nor devote any significant amount to Research and Development until such time as
the  growth of the  business  has  generated  sufficient  cash flows to meet the
operating needs of the Company.

The Company has no plans for material commitments for capital expenditures as of
June 30, 2002.

<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities -

During the first six months of 2002 the Company issued an aggregate of 5,632,950
of its common stock as follows:

     o    375,000  shares to three  employees  for services  valued at $955,000.
          ($1.55 to $3.50 per share).
     o    719,000  shares  for  advertising  and  public  relations,  valued  at
          $612,300. ($.51 to $3.25 per share).
     o    1,500,000   shares  for  investment   banking   services,   valued  at
          $1,275,000. ($.85 per share).
     o    1,800,000   shares  for   acquisition  of   subsidiaries,   valued  at
          $2,790,000. ($1.55 per share).
     o    129,847  shares for interest  expense,  valued at  $217,553.  ($.40 to
          $3.50 per share).
     o    537,478 shares for consultants and others,  valued at $278,016.  ($.51
          per share).
     o    571,625 shares for cash at prices ranging from $2.50 to $.25.


Item 3.           Defaults upon senior securities - None.

Item 4.           Submission of matters to a vote of security holders - None.

Item 5.           Other information - None.

Item 6.           Exhibits and reports on Form 8-K

                         (a)  The  following  are  filed  as  Exhibits  to  this
                    Quarterly Report.  The numbers refer to the Exhibit Table of
                    Item 601 of Regulation S-K:


                                    Exhibit 99.1
                                    Exhibit 99.2


                         (b) Reports on Form 8-K filed  during the three  months
                    ended June 30, 2002. (incorporated by reference)

                                    None.


<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf of the
undersigned thereunto duly authorized.


Dated: August 26, 2002


                                          ATNG, INC.



                                          by:/s/George Betts
                                          George Betts, President