[GRAPHIC OMITTED]                                        FILED # C17516-03

DEAN HELLER                                                AUG 27 2004
SECRETARY OF STATE                                       IN THE OFFICE OF
204 NORTH CARSON STREET, SUITE 1                         /s/ Dean Heller
CARSON CITY, NEVADA 89701-4299                   DEAN HELLER, SECRETARY OF STATE
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ

----------------------------------------
       CERTIFICATE OF CORRECTION
   (PURSUANT TO NRS 78, 78A, 80, 81,
  82, 84, 86, 87, 58, 88A, 89 AND 92A)
----------------------------------------

IMPORTANT: READ ATTACHED INSTRUCTIONS
 BEFORE COMPLETING FORM.                      ABOVE SPACE IS FOR OFFICE USE ONLY

                            CERTIFICATE OF CORRECTION
                            -------------------------
     (PURSUANT TO NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 AND 92A)
1. The name of the ENTITY for which correction is being made:
--------------------------------------------------------------------------------
ATNG INC.

--------------------------------------------------------------------------------
2. Description of the original document for which correction is being made:
--------------------------------------------------------------------------------
CERTIFICATE OF DESIGNATION FOR SERIES A PREFERRED STOCK

--------------------------------------------------------------------------------
3. Filing date of the original document for                ---------------------
   which correction is being made:                           August 24,2004
                                                           ---------------------
4. Description of the inaccuracy or defect.
--------------------------------------------------------------------------------
Last page of the "Continuation for the Certificate of Designation" was
inadvertently omitted from the August 24, 2004 filing



--------------------------------------------------------------------------------
5. Correction of the inaccuracy or defect.
--------------------------------------------------------------------------------
Last page of the "Continuation for the Certificate of Designation", titled
"Attachment A, ATNG INC. Conversion Notice" is included in the corrected filing.



--------------------------------------------------------------------------------
6. Signature:
                             ------------------------     ----------------------
/s/ illegible                President                    08-27-04
--------------------------   ------------------------     ----------------------
AUTHORIZED SIGNATURE          TITLE *                     DATE

*lf entity is a Corporation, it must be signed by an Officer if stock has been
issued, OR an Incorporator or Director if stock has not been issued; a Limited
-Liability Company, by a manager or managing members; a Limited Partnership or
Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability
Partnership, by a Managing Partner; a Business Trust, by a Trustee.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

This form must be accompanied by                       Nevada Secretary of State
appropriate fees.                                             AM Correction 2003
See attached fee schedule.                                  Revised on: 10/24/03


<PAGE>
                                  ATTACHMENT A
                                   ATNG, INC.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation Establishing Series A Preferred Stock of ATNG, Inc., the undersigned
hereby  elects  to convert the number of shares of Series A Preferred Stock, par
value  $0.001  per  share,  of  ATNG,  Inc. (the "Company") indicated below into
shares  of the Common Stock, par value $0.001 per share (the "Common Stock"), of
the  Company, by tendering the stock certificate(s) representing the share(s) of
the  Series  A  Preferred  Stock  hereinafter described as of the date specified
below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series A Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration  is not required. A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series A Preferred Stock:

     THE  SECURITIES  REPRESENTED  BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
     ACQUIRED  FOR  INVESTMENT  AND  HAVE  NOT  BEEN  REGISTERED  UNDER THE
     SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR THE SECURITIES LAW OF ANY
     STATE.  WITHOUT  SUCH  REGISTRATION,  SUCH SECURITIES MAY NOT BE SOLD,
     PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
     THE  COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
     REGISTRATION  IS  NOT  REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
     THE  COMPANY  OF  SUCH  OTHER  EVIDENCE  AS MAY BE SATISFACTORY TO THE
     COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
     OF  THE  SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
     STATE,  OR  ANY  RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

Date of Conversion:
                   ----------------------------

Number of shares of the Series A Preferred Stock to be converted:

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

Stock certificate no(s). of the shares of the Series A Preferred Stock to be
converted:

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

Conversion Rate:
                -------------------------------

Number of shares of the Common Stock to be issued:

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

Name in which shares of the Common Stock are to be issued:

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

-------------------------------------
Signature

-------------------------------------
Printed Name and Address

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


                                        1
<PAGE>