U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarterly period ended June 30, 2003.

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-26907

                                   ATNG, INC.
                 (Name of small business issuer in its charter)

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

17195 SILVER PARKWAY, SUITE 337, FENTON, MICHIGAN          48430
    (Address of principal executive offices)             (Zip Code)

                                 (810) 714-1011
                           (Issuer's telephone number)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest practicable date: As of June 30, 2003,
59,170,000 shares of the issuer's common stock were outstanding.

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


                                        1
<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 3
  Item 1.  Financial  Statements . . . . . . . . . . . . . . . . . . . . . . . 3
    Balance  Sheet  as  of  June  30,  2003  and  2002 . . . . . . . . . . . . 3
    Statement  of  Loss  as  of  June  30,  2003  and  2002. . . . . . . . . . 4
    Statement  of  Cash  Flows  as  of  June  30,  2003  and  2002 . . . . . . 5
    Notes  to  Financial  Statements . . . . . . . . . . . . . . . . . . . .6-15
  Item 2.  Management's  Discussion  and  Analysis  or Plan of Operation . . .15
  Item 3.  Controls  and  Procedures . . . . . . . . . . . . . . . . . . . . .17
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .17
  Item 1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .17
  Item 2.  Changes  in  Securities . . . . . . . . . . . . . . . . . . . . . .18
  Item 3.  Defaults  Upon  Senior  Securities. . . . . . . . . . . . . . . . .18
  Item 4.  Submission  of  Matters  to  a  Vote  of  Security  Holders . . . .18
  Item 5.  Other  Information. . . . . . . . . . . . . . . . . . . . . . . . .18
  Item 6.  Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . . .19
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20


                                        2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                                   ATNG, INC.
                          (A DEVELOPMENT STATE COMPANY)
                          CONSOLIDATED BALANCE SHEETS

                                                       June 30, 2003    December 31, 2002
                     ASSETS                              UNAUDITED
                                                      ---------------  -------------------
<S>                                                   <C>              <C>
CURRENT ASSETS
  Cash                                                $       21,669   $                -

                                                      ---------------  -------------------
TOTAL CURRENT ASSETS                                  $       21,669   $                -

                                                      ---------------  -------------------
TOTAL ASSETS                                          $       21,669   $                -
                                                      ===============  ===================

LIABILITIES AND EQUITY
CURRENT LIABILITIES
  Accounts Payable                                         1,319,058            1,319,058
  Accrued Salaries                                         2,463,833            2,463,833
  Payroll Taxes                                              543,432              518,432
  Accrued Interest                                           194,410              162,741
  Notes Payable-Related                                      469,497              469,497
  Notes Payable-Other                                        293,000              318,000
  Notes Payable-Bank                                         300,000              300,000
                                                      ---------------  -------------------
TOTAL CURRENT LIABILITIES                             $    5,583,230   $        5,551,561

OTHER OBLIGATIONS                                            320,300              319,700

STOCKHOLDER'S DEFICIENCY
  Common Stock, $.0001 par value:
  Authorized 100,000,000
  Issued 59,170,000
  Outstanding 59,170,000 and 38,560,000 Respectively           5,917                3,856
  Capital in Excess of Par Value                          19,128,788           18,499,519
  Deficit Accumulated During Development Stage           (25,016,566)         (24,374,636)
                                                      ---------------  -------------------
TOTAL STOCKHOLDER'S DEFICIENCY                            (5,881,861)          (5,871,261)
                                                      ---------------  -------------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY        $       21,669   $                -
                                                      ===============  ===================
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                ATNG, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                         Cumulative from
                                                                              Six Months Ended            Inception of
                                                                                                         January 20, 2000
                                                                       June 30, 2003    June 30, 2002    to June 30, 2003
                                                                         UNAUDITED                           UNAUDITED
                                                                      ---------------  ---------------  ------------------
<S>                                                                   <C>              <C>              <C>
Cash Flows From Operating Activities
  Net income (loss)                                                         (615,900)      (8,791,564)        (25,016,566)
Adjustments to reconcile net (loss) to net cash (used) by operating
activities:
  Depreciation                                                                                  9,798              48,544
  Amortization of prepaid advertising                                                         610,000           2,275,000
  Debt for expenses                                                                                                80,433
  Write off of excess purchase price of investment subsidiary                               3,162,202           3,162,202
  Write off of fixed assets                                                                    64,808             127,255
  Write off of intellectual property                                                                              113,253
  Write off of marketable securities                                                                              149,792
  Write off of Korean Joint Venture                                                                               600,000
  Write off of prepaid advertising
  Common stock warrants issued for services                                                                        21,548
  Common stock issued for debt                                                                                    100,953
  Common stock issued for services, salaries and interest                    583,581        2,115,469           7,351,032
  Common stock issued for advertising                                                          68,600           3,109,800
  Common stock issued for investment banking services                                       1,385,550           1,385,550
  Net change in other obligations                                                600                              177,460
Changes in assets and liabilities
  (Increase) decrease in accounts receivable, prepaids and others                             (28,843)             49,194
  Increase (decrease) in accounts payable, and accrued expenses               56,669        1,042,365           4,468,970
  Increase (decrease) in deferred revenue                                                     (34,902)           (201,470)
                                                                      ---------------  ---------------  ------------------
 Net cash provided (used) in operating activities                             24,950         (396,517)         (1,997,050)
Cash Flows From Investing Activities
  Cash paid for property and equipment                                                        (19,048)            (87,602)
  Acquisition of subsidiaries not of cash acquired                                              5,585               5,585
  Cash paid for intellectual property                                                                            (113,253)
  Investment in Korean Joint Venture                                                                             (600,000)
                                                                      ---------------  ---------------  ------------------
 Net cash provided (used) in investing activities                                  -          (13,463)           (795,270)
Cash Flows From Financing Activities
  Proceeds from borrowing-related                                                             103,500             583,763
  Repayment of borrowing-related                                                              (33,976)           (113,176)
  Proceeds from borrowing-other                                                                45,000             415,000
  Repayment of borrowing-other                                               (25,000)         (30,000)            (52,000)
  Proceeds from borrowing-bank                                                                 74,075              74,076
  Cash paid for offering costs                                                                                   (102,958)
  Proceeds from sale of common stock                                          21,719          187,750           2,009,284
                                                                      ---------------  ---------------  ------------------
 Net cash provided (used) in financing activities                             (3,281)         346,349           2,813,989
                                                                      ---------------  ---------------  ------------------
Net Increase (Decrease) in Cash                                               21,669          (63,631)             21,669
Cash Beginning of Period                                                           -           82,069                   -
                                                                      ---------------  ---------------  ------------------
Cash End of Period                                                    $       21,669   $       18,438   $          21,669
                                                                      ===============  ===============  ==================
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                               ATNG, INC.
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                                  Cumulative from
                                        Three Months Ended June 30   Six Months Ended June 30       Inception of
                                                                                                  January 20, 2000
                                             2003          2002          2003          2002       to June 30, 2003
REVENUES                                   UNAUDITED                   UNAUDITED                      UNAUDITED
                                         ------------  ------------  ------------  ------------  ------------------
<S>                                      <C>           <C>           <C>           <C>           <C>
  Telecommunications Services-Net                  -       125,251             -       298,663             668,520
  Advertising-Net                                  -        49,423             -       201,255             306,821
  Services and Other-Net                           -                           -        86,545              92,715
                                         ------------  ------------  ------------  ------------  ------------------
TOTAL REVENUES                                     -       174,674             -       586,463           1,068,056

OPERATING EXPENSES
  Cost of Services                                 -       181,044             -       541,758           1,669,206
  Advertising                                      -       320,521             -       729,812           4,401,746
  General & Administrative                   499,800       820,754       615,900     2,712,155          11,595,927
  Interest                                         -        70,651             -       180,294             447,376
  Depreciation                                     -         5,252             -         9,798              48,544
                                         ------------  ------------  ------------  ------------  ------------------
TOTAL OPERATING EXPENSES                     499,800     1,398,222       615,900     4,173,817          18,162,799

OTHER EXPENSES
  Disposal of Fixed Assets                                                     -        64,807             127,255
  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             472,181
  Write off of intellectual property                                                                       113,253
  Write off of prepaid advertising                                                                       1,387,500
  Write off of investment in
  marketable securities                                                                                    149,792
  Write off of investment in joint
  venture                                                                                                  600,000
                                         ------------  ------------  ------------  ------------  ------------------
TOTAL OTHER EXPENSES                               -       706,206             -     5,204,210           7,921,823
                                         ------------  ------------  ------------  ------------  ------------------

NET GAIN (LOSS)                          $  (499,800)  $(1,929,754)  $  (615,900)  $(8,791,564)  $     (25,016,566)
                                         ============  ============  ============  ============  ==================
Net Gain (Loss) Per Common Share
Basic and Diluted                              (0.01)        (0.06)        (0.01)        (0.28)              (0.58)

Weighted Average Number of Shares
Outstanding Basis and Diluted             35,316,174    32,338,585    47,243,087    31,178,730          43,088,726
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                        5
<PAGE>
                                   ATNG, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                  (UNAUDITED)
                       ----------------------------------

NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS COMBINATION

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

     The  Company acquired Asian Infolink Inc. and Segment Data Management, Inc.
as  wholly  owned subsidiaries in February 2002. All assets and liabilities were
acquired  in  exchange  for 1,800,000 shares of common stock valued at $1.55 per
share.  The  transaction  was  accounted for as a purchase and the excess of the
purchase  price  over the net book value of assets acquired has been written off
against operations. The financial statements for the period ended June 30, 2003,
contain  the  financial  statements for the companies acquired. All intercompany
balances  and  transactions  have  been eliminated in consolidation.

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

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

     During  the  latter  part  of  2002,  the  Company  was  not  able to raise
sufficient  capital  to  continue  its'  business  objectives.  Therefore,  all
operations  were ceased, all employees terminated and all assets written off and
all  liabilities  provided for in the financial statements at June 30, 2003. The
Company  is no longer in business as is determining a course of action to either
file for bankruptcy or attempt a reorganization and recapitalization.

PROPERTY  AND  EQUIPMENT

     Furniture  and  equipment  and leasehold improvements are recorded at cost.
Depreciation  and  amortization  is  provided  by  use  of  the  accelerated and
straight-line  methods  over the estimated useful lives of the related assets of
five  to  seven  years.  Expenditures for replacements, renewals and betterments
are capitalized.  Maintenance and repairs are charged to operations as incurred.

INTELLECTUAL  PROPERTY

     The  Company  capitalized the cost of proprietary intellectual property for
voice/speech  compression,  which can be implemented in either computer software
or  electronic hardware, acquired under an agreement entered into with unrelated
parties.  (See  Note 4).  The acquired technology has alternative future uses in
the  Company's  planned  operations.


                                        6
<PAGE>
     The Company applies SFAS 86, "Accounting for the Costs of Computer Software
to  Be  Sold, Leased, or Otherwise Marketed", to software technologies developed
internally,  acquired  in  business  acquisitions,  and  purchased.  Internal
development  costs  are included in research and development and are expensed as
incurred.  SFAS  86  requires the capitalization of certain internal development
costs  once  technological  feasibility  is  established,  which,  based  on the
Company's development process, generally occurs upon the completion of a working
model.  Capitalized  costs  will  be  amortized  based  on  the  greater  of the
straight-line  basis  over  the  estimated  product life or the ratio of current
revenue  to  the  total  of  current  and  anticipated  future  revenue.

     Purchased  developed  technology  will be amortized based on the greater of
the  straight-line  basis over its estimated useful life or the ratio of current
revenue  to  the  total  of  current  and  anticipated  future  revenue.  The
recoverability  of  the carrying value of purchased developed technology will be
reviewed  periodically.  The  carrying  value  of  developed  technology will be
compared  to the estimated future gross revenue from that product reduced by the
estimated  future  costs  of completing and disposing of that product, including
the  costs of performing maintenance and customer support (net undiscounted cash
flows)  and  to the extent that the carrying value exceeds the undiscounted cash
flows,  the  difference  is  written  off.

     In  March  1998,  the  American  Institute  of Certified Public Accountants
issued  Statement  of  Position  98-1,  "Accounting  for  the  Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 provides
guidance on capitalization of the costs incurred for computer software developed
or  obtained  for  internal  use.  SOP  98-1  has  been  adopted by the Company.

     The  Company  has  not  capitalized  any internal costs associated with the
further  development  of  the  acquired  intellectual  property  technology.

     The  Company has applied for a patent from the U.S. Patent Office for voice
compression  technology  under  development. The costs associated with obtaining
this  patent are capitalized and will be amortized over the economic useful life
of  the  patent  upon  issuance  of  the  patent.

     At  December  31, 2001 and 2002, the Company charged to operations $107,715
and $5,538 respectively of costs associated with the acquisition of intellectual
property.

MARKETABLE  SECURITIES

     The  Company  accounts  for investments in marketable securities under SFAS
115,  "Accounting  for  Certain Investments in Debt and Equity Securities".  The
Company  determines  the  appropriate  classification  at  the time of purchase.
Securities  are classified as held-to-maturity when the Company has the positive
intent  and  ability  to  hold  the  securities  to  maturity.  Held-to-maturity
securities  are  stated  at  cost,  adjusted  for  amortization  of premiums and
discounts to maturity.  Marketable securities not classified as held-to-maturity
are classified as available-for-sale.  Available-for-sale securities are carried
at  fair  value,  which is based on quoted prices.  Unrealized gains and losses,
net  of  tax, are reported as a separate component of shareholders' equity.  The
cost  of  securities available-for-sale is adjusted for amortization of premiums
and  discounts to maturity.  Interest and amortization of premiums and discounts
for  all  securities are included in interest income.  Realized gains and losses
are  included  in  other  income.  Cost  of  securities  sold is determined on a
specific  identification  basis.  (See  Note  5).

DEFERRED  OFFERING  COSTS

     Deferred  offering  costs  consisted of costs incurred in connection with a
proposed public offering of the Company's common stock.  During the period ended
December  31,  2000, the Company charged to operations $73,083 of costs incurred
in  connection  with  a  proposed offering of the Company's common stock on Form
SB-2  which  was  voluntarily  withdrawn  by  the  Company.

REVENUE  RECOGNITION

     Revenue  is  recognized  as  services  are  provided to customers.  Monthly
recurring  charges  include  fees  paid  by  customers  for  lines  of  service,


                                        7
<PAGE>
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 December 31, 2001, advertising costs of $2,275,000 were
recorded in prepaid expenses, of which $1,110,000 is non-current. As of December
31,  2002, all advertising has been written off as the Company had no operations
and  the  prepaid  advertising  had  no  recoverable  value.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

     The  Company  has  adopted  SFAS  121,  "Accounting  for  the Impairment of
Long-Lived  Assets  to be Disposed of", which requires that long-lived assets to
be  held  be reviewed for impairment whenever events or changes in circumstances
indicate  that  the  carrying  amount  of  an asset may not be recoverable.  The
Company will assess the recoverability of the carrying cost of long-lived assets
based on a review of projected undiscounted cash flows related to the asset held
for  use.  If  assets  are  determined to be impaired, then the asset is written
down  to  its fair value based on the present value of the discounted cash flows
of  the  related  asset  or  other  relevant  measures  (quoted market prices or
third-party  offers).

INCOME  TAXES

     The  Company has adopted the provisions of SFAS 109, "Accounting for Income
Taxes".  SFAS  109  requires  recognition of deferred tax liabilities and assets
for  the  expected  future tax consequences of events that have been included in
the  financial  statements  or  tax  returns.  Under  this  method, deferred tax
liabilities  and  assets  are  determined  based  on  the difference between the
financial  statement  and  tax basis of assets and liabilities using enacted tax
rates  in  effect for the year in which the differences are expected to reverse.

USE  OF  ESTIMATES

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

(LOSS)  PER  SHARE

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

SHARE  BASED  COMPENSATION

     In  October  1995,  SFAS  123 "Accounting for Stock-Based Compensation" was
issued.  This  standard  defines  a fair value based method of accounting for an
employee  stock  option  or  similar  equity  instrument.  This  statement gives
entities  a  choice  of recognizing related compensation expense to employees by
adopting  the fair value method or to continue to measure compensation using the
intrinsic value approach under Accounting Principles Board (APB) Opinion No. 25.


                                        8
<PAGE>
The Company has elected to utilize APB 25 for measurement; and will, pursuant to
SFAS  123,  disclose on a supplemental basis the pro forma effects on net income
and  earnings  per  share  of  using  the  fair  value  measurement  criteria.

CASH  EQUIVALENTS

     For  purposes  of  reporting  cash  flows,  the  Company  considers as cash
equivalents  all  highly  liquid  investments with a maturity of three months or
less at the time of purchase.  At December 31, 2001 and 2002, there were no cash
equivalents.

NEW  TECHNICAL  PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
141 "Business Combinations" and SFAS 142 "Goodwill and Other Intangible Assets".
SFAS  141 requires all business combinations initiated after June 30, 2001 to be
accounted  for  under  the  purchase  method.  For all business combinations for
which  the date of acquisition is after June 30, 2001, SFAS 141 also establishes
specific  criteria  for  the  recognition  of  intangible assets separately from
goodwill  and  requires  unallocated  negative  goodwill  to  be  written  off
immediately  as  an extraordinary gain rather than deferred and amortized.  SFAS
142  changes  the  accounting  for goodwill and other intangible assets after an
acquisition.  The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and  intangible  assets  with  indefinite lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives  will  no  longer be limited to forty years.  The Company does not believe
that  the  adoption  of  these  statements  will  have  a material effect on its
financial  position,  results  of  operations  or  cash  flows.

     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS 143, "Asset
Retirement  Obligations".  SFAS  143  establishes  accounting  requirements  for
retirement obligations associated with tangible long-lived assets, including (1)
the  timing  of  the  liability  recognition,  (2)  initial  measurement  of the
liability,  (3)  allocation of assets retirement cost to expense, (4) subsequent
measurement  of  the  liability and (5) financial statement disclosure. SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the  related  long-lived asset and subsequently allocated to expense using a
systematic  and  rational  method.  The provisions of SFAS 143 are effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
adoption  of SFAS 143 is not expected to have a material effect on the Company's
financial  position,  results  of  operations  or  cash  flows.

     In  August  2001,  the  FASB  also  approved  SFAS 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets".  SFAS  144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of". The new accounting model for long-lived assets to be disposed
of  by  sale  applies to all long-lived assets, including discounted operations,
and  replaces  the  provisions  of  APB  Opinion  No.  30, "Reporting Results of
Operations-Reporting  the  Effects  of Disposal of a Segment of a Business", for
the  disposal of segments of a business. SFAS 144 requires that those long-lived
assets  be  measured  at the lower of carrying amount or fair value less cost to
sell,  whether  reported  in  continuing operations or in discounted operations.
Therefore,  discounted  operations  will no longer be measured at net realizable
value  or  include amounts for operating losses that have not yet occurred. SFAS
144  also  broadens  the  reporting  of  discontinued  operations to include all
components  of an entity and that will be eliminated from the ongoing operations
of  the  entity  in  a  disposal  transaction.  The  provisions  of SFAS 144 are
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15, 2001 and, generally, are to be applied prospectively. The adoption
of SFAS 144 is not expected to have a material effect on the Company's financial
position,  results  of  operations  or  cash  flows.

FAIR  VALUE

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


                                        9
<PAGE>
CONCENTRATION  OF  CREDIT  RISK

     Financial  instruments  which  potentially  subject  the  Company  to
concentrations  of  credit  risk  consist  of  cash.  The Company maintains cash
accounts  at two financial institutions.  The Company periodically evaluates the
credit worthiness of financial institutions, and maintains cash accounts only in
large  high  quality  financial  institutions,  thereby  minimizing exposure for
deposits  in  excess  of  federally  insured amounts.  The Company believes that
credit  risk  associated  with  cash  is  remote.

COMPREHENSIVE  INCOME

     There  are  no  adjustments  necessary  to  net  (loss) as presented in the
accompanying  statements  of  operations  to  derive  comprehensive  income  in
accordance  with  SFAS  130,  "Reporting  Comprehensive  Income".

RECLASSIFICATION

     Certain  amounts in the 2001 financial statements have been reclassified to
conform  with  the  2002  presentation.

NOTE 2. - BASIS OF ACCOUNTING

     The  accompanying  financial  statements have been prepared on the basis of
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of assets and extinguishment of liabilities in the normal course of
business.  The  Company commenced principal operations during 2001 and, as shown
in  the accompanying financial statements, has incurred losses during the period
from  inception  to  December 31, 2002 of $24,374,635 and, at December 31, 2002,
has  a  working  capital  deficiency  of  $5,551,651.

     The  Company  requires  financing  to  fund  its future operations and will
attempt  to  meet  its  ongoing liabilities as they fall due through the sale of
equity  securities  and/or  debt  financing.  There can be no assurance that the
Company  will  be able to raise the necessary financing to continue in operation
or  meet  its  liabilities  as  they  fall  due  or  be  successful in achieving
profitability  from  its operations. Should the Company be unable to realize the
carrying  value  of its assets or discharge its liabilities in the normal course
of  business,  the Company may not be able to resume operations and satisfy its'
creditors.

NOTE  3  -  PROPERTY  AND  EQUIPMENT

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

NOTE  4  -  INTELLECTUAL  PROPERTY

     At December 31, 2002, intellectual property consists of:

               Patent application costs     $         -0-
                                            =============

     During  the  year ended December 31, 2002 the Patent application costs were
written  off  as  the  Company  had  no  financing  to continue the development.
The  Company entered into an agreement, dated April 22, 2000, with an individual
and  unrelated  companies  to  purchase  intellectual  property for voice/speech
compression  which  can be implemented in either computer software or electronic
hardware.  The  other  parties  failed  to  perform  their obligations under the
original  agreement.  The  agreement  with  the  individual  was assigned to the
Company and amended on September 21, 2000.  As of December 31, 2000, the Company
paid  $71,076  towards  the  purchase  of  the  intellectual  property.

     Pursuant to the agreement entered into with the individual on September 21,
2000,  the  Company  agreed to issue him and hold in escrow, 1,500,000 shares of
the  Company's  common  stock.  The  shares  will  be  released  from escrow and
transferred  to the individual, in 500,000 share increments, upon the meeting of


                                       10
<PAGE>
certain  conditions.  As  of  December  31,  2000,  none  of the shares had been
released  from  escrow.  In August 2001, the first project completion benchmark,
filing  of  a  patent application, was met, and the Company released from escrow
and  charged  to  operations  500,000  shares,  valued  at  $3,000,000.

NOTE  5  -  INVESTMENTS

     In  2000,  the  Company  agreed to acquire a 49% interest in ATN Korea, LTD
under  a  joint  venture  arrangement.  A director/founder of the Company is the
president  and  CEO  of  ATN  Korea, LTD.  There was no formal written agreement
underlying  the  joint venture.  The purpose of the joint venture was to provide
telecommunication  connections  to  Korea  and  to  serve  as  a  hub  for
telecommunication  connections throughout Asia.  During 2000, the Company funded
an  aggregate $600,000 for equipment and operations to the joint venture.  As of
December  31,  2000, the Company terminated the joint venture agreement, had not
received  title  to  the  equipment,  and  accordingly  wrote  off  its  entire
investment.

     In  2000,  the  Company  exchanged  163,034  shares of its common stock for
798,892  shares  of  USATALKS.com, Inc., valued at $149,792 based on the trading
price  of USATALKS.com, Inc. shares as of the date of the exchange. These shares
were  classified  as  available  for sale. As of December 31, 2000 USATALKS.com,
Inc.  had filed for bankruptcy and the Company charged to operations the cost of
its  investment.

     As  of  December  31,  2002  and  June 30, 2003, these investments had been
written  off.

NOTE  6  -  NOTES  PAYABLE

<TABLE>
<CAPTION>
     Notes payable at December 31, 2001 and 2002 consists of the following:

     Related  parties
                                                                     6/30/03   12/31/02
                                                                     --------  ---------
<S>                                                                  <C>       <C>
Note payable to officer/ director, unsecured, due on demand,
  interest at 7%                                                     $243,805  $ 243,805
Note payable, to officer/director, unsecured, due on demand,
  interest at 7%                                                      135,692    135,692
Note payable to former officer, unsecured, due on demand, interest
  at 10%                                                               90,000     90,000
                                                                     --------  ---------
                                                                     $469,497  $ 469,497
                                                                     ========  =========
</TABLE>

<TABLE>
<CAPTION>
Other

                                                                      6/30/03   12/31/02
                                                                      --------  ---------
<S>                                                                   <C>       <C>
Note payable, unsecured, due on demand interest at 7%                 $112,000  $ 112,000
Note payable, unsecured, due on demand, interest at 7%                  50,000     50,000
Notes payable, unsecured, due December 27, 2001 to January 12,
  2002, interest at 8%, convertible to common stock                          0          0
Note payable, unsecured, due May 26, 2001, interest at 8%               11,000     11,000
Note payable, unsecured, due on demand, interest payable monthly at
  $5,000 cash, and 10,000 shares of common stock (Note 7)              100,000    100,000
Note payable, unsecured, due on demand, interest at 7% and 10,000
  shares of common stock                                                           25,000
Note payable, unsecured, due on demand, int at $500 per month           20,000     20,000
                                                                      --------  ---------
                                                                      $293,000  $ 318,000
                                                                      ========  =========

Banks                                                                  6/30/03   12/31/02
                                                                      --------  ---------
Note payable Bank, due on demand, interest at 7% Payable monthly      $300,000  $ 300,000
</TABLE>


                                       11
<PAGE>
NOTE  7  -  OTHER  OBLIGATIONS

     At December 31, 2001 and 2002, the Company was obligated to issue shares of
common  stock  in  satisfaction  of  accounts  payable  and  other  contractual
obligations  as  follows:

<TABLE>
<CAPTION>
                                                                   6/30/03   12/31/02
                                                                   --------  ---------
<S>                                                                <C>       <C>

30,000 shares as additional consideration for borrowings (Note 6)
2,500 shares - other                                               $  2,500  $   2,500
51,000 shares for consulting services                               135,600    135,600
Shares at market price for services                                 180,000    180,000
60,000 shares for interest on debt                                    1,600      1,600
                                                                   --------  ---------
                                                                   $319,700  $ 319,700
                                                                   ========  =========
</TABLE>

NOTE  8  -  COMMON  STOCK

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

     -    10,750,000  shares,  valued  at  $.01  per  share,  to  a
founder/officer/director  of  the  Company  for conversion of $72,233 of debt to
stock  and  $35,267  for  accrued  salaries  due  to  the  individual.

     -    10,750,000  shares,  valued  at  $.01  per  share,  to  a
founder/officer/director of the Company for cash of $82,500 and equipment valued
at  $25,000. The equipment was transferred to the individual from a company that
he  was  a  consultant to and was received by him in satisfaction of fees due in
the  amount  of  $25,000.

     -    3,500,000  shares  to  six  individuals  for services  rendered to the
Company  valued  at  $.01  per  share  including  2,500,000  shares  to  a
director/founder  of  the  Company.

     -    163,034  shares for 798,892 shares of USATALKS.com, Inc. common stock,
valued  at  the  trading  price  of  USATALKS common stock as of the date of the
exchange  of  $.185  per  share  (See  Note  5).

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

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

     -    1,500,000  shares,  held  in  escrow,  to  an  individual  pursuant to
employment agreement (Note 4). The Company measures the fair value of the shares
held  in escrow as of the date at which performance is complete (the measurement
date).  In  August  2001,  partial performance was completed, and 500,000 shares
were released from escrow. The fair market value of the shares of $3,000,000 was
charged  to  operations  as  of  December  31,  2001.

     During 2001, the Company issued an aggregate 3,066,854 shares of its common
stock  as  follows:

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

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

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

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


                                       12
<PAGE>
     -    500,000  shares  pursuant to advertising  agreement with Premier Radio
Network,  valued  at  $3,000,000  ($6.00  per  share).

     -    1,240,000  shares  pursuant  to  two advertising agreements, valued at
$2,290,000 (640,000 shares, valued at $1.75 per share and 600,000 shares, valued
at  $1.95  per  share).

     -    174,000  shares  for  commissions on advertising agreements, valued at
$229,630  (25,000  shares,  valued  at $1.75 per share; 38,400 shares, valued at
$1.95  per  share;  and  111,000  shares,  valued  at  $1.00  per  share).

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

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

     -    571,625 shares for cash consideration of $187,750 ($.25 cents to $2.50
per  share).

     -    1,800,000  shares  in  exchange  for  all  outstanding  stock of Asian
Infolink, Inc. and Segment Data Management, Inc. at a value of $2,900,000 ($1.55
per  share).

     -    4,803,658  shares  for services of employees and consultants valued at
$2,433,824  ($.09  cents  to  $3.50  per  share).

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

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

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

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

     During the six months ending June 30, 2003, the Company issued an aggregate
20,610,000  shares  of  its  common  stock  as  follows:

     -    10,300,000  shares  for  cash  consideration  of  $21,719.

     -    10,300,000  shares  for  various  professional  services.

     At  December 31, 2001 and 2002, 1,000,000 shares issued were held in escrow
pursuant  to  an  employment  agreement  with  an  individual  (Note  4).

     In  October  2001,  Pathobiotek  amended  its  Articles  of  Incorporation,
increasing  the  number of authorized shares to 100,000,000 and changing the par
value  of  common stock to $.0001. The accompanying financial statements reflect
this  amendment.

NOTE  9  -  WARRANTS

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

     -    236,068  warrants  as  partial consideration for financial services in
conjunction  with  merger  and  reorganization,  valued  at  $21,548,  using the
Black-Scholes  option  pricing model; exercisable at $2.85 per share for 136,068


                                       13
<PAGE>
warrants  through February 14, 2001, and at $7.20 per share for 100,000 warrants
through  June 14, 2006.  The warrants are exercisable 13 months from the date of
issuance.

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

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

NOTE  10  -  SIGNIFICANT  TRANSACTIONS  AND  EVENTS

     During  the year ended December 31, 2001 and 2002, the Company entered into
various agreements in conjunction with commencing its principal operations.  The
significant  agreements  are  as  follows:

     -    Web  site  design  agreement  with Dreamaire Entertainment, Inc. under
which  the Company agreed to pay $8,000 for design, construction and maintenance
of  the  web  site.

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

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

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

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

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

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

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

NOTE  11  -  RELATED  PARTY  TRANSACTIONS

     Related party transactions are as follows:

     -    Accounts Payable at December 31, 2001 includes $54,952 due to a former
officer  of  the  Company  for  salary  and  expenses  due as of the date of his
termination.

     -    During  2000  and  2001, the Company acquired equipment from an entity
owned  by  a  shareholder of the company for $27,715 and $7,288 respectively, of
which $29,506 is due and included in accounts payable at December 31, 2001.

     -    During  2001,  certain  officer/directors/founders  of the Company had
loan  transactions  with  the  Company  as  follows:  $20,000 cash from a former
officer.  The  Company paid an officer/director/founder $1,000 on an outstanding
loan  in  2001.

     -    Accrued  salaries  at December 31, 2001 includes $617,693 and $582,426
due  to  each  of  two  officers/directors/founders pursuant to their employment
agreements  and  $86,978  due  to  two  officers  of  the  Company.


                                       14
<PAGE>
NOTE  12  -  COMMITMENTS  AND  CONTINGENCIES

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

NOTE  13  -  LEGAL  PROCEEDINGS

     A.  James  Crunk,  a  former employee of the Company filed suit against the
Company  and  two  of  its founders on July 20, 2001.  Crunk alleges that he was
hired  as Chief Financial Officer for the Company under a contract that provided
certain  benefits.  Crunk  alleges  that  he was induced to come to work for the
Company through a series of misrepresentations about the Company and the benefit
that  it  would  provide  to  Crunk.  Crunk  alleges that he loaned money to the
Company  that  was  never  repaid.  He  alleges  further  that he was terminated
without  cause  in  violation  of  his  employment contract and that the Company
terminated  him  because  he  threatened  to  expose  certain  allegedly illegal
conduct.  Crunk  has  alleged  four  causes  of  action: 1) Promissory Fraud; 2)
Breach  of  Contract;  3)  Civil  Violations  of  RICO; and 4) violations of the
Tennessee  Public  Protection  Act.  Crunk  seeks  actual damages of $2,000,000,
treble  damages  and  attorney  fees.

     The  Company  acknowledges  that Crunk loaned money to the Company that has
not been repaid. Beyond that the Company considers Crunk's claims to be with out
merit  and  frivolous.  The parties exchanged the voluntary disclosures required
under  the  Federal  Rules of Civil Procedure. No other meaningful discovery has
occurred.  Crunk  has  filed a Motion to compel the defendants to respond to the
Plaintiff's  pending  discovery  requests  and  has sought a default judgment as
sanctions  for  the  defendant's  failure  to  respond.

     The Company intends to defend the lawsuit vigorously. The case is presently
set  for  trial  on  September  29,  2003.

     B. On February 27, 2002, CNM Network, Inc. sued the Company alleging unpaid
invoices  of  approximately $500,000 for telephone service provided to customers
of  the  Company. CNM Network, Inc. discontinued service to the customers of the
Company  on  January 26, 2002, leaving the Company no choice but to seek another
network  provider.  The  Company acknowledges approximately $367,000 of services
but is disputing $133,000 as being charges, which, in the opinion of management,
were  above  the amount contracted for. The litigation is in its initial stages.
The  Company  has  retained  legal  counsel  to answer the allegations. A status
conference  has been set for June 25, 2003. The Company will deny the additional
charges of $133,000 and expects to prevail in this matter. In the opinion of the
Company's legal counsel, this matter will most likely conclude in an unfavorable
result  to  the Company in a range of $135,000 to $500,000. Included in accounts
payable  as of December 31, 2002 and 2001 was $253,715 and $261,366 respectively
for  this  potential  liability.

     The  Company  is a party to various other lawsuits brought against them for
unpaid  services, invoices and other costs by certain of its vendors. A judgment
was  entered  into  against  the Company in one matter in the amount of $37,951,
which  is  included  in the accounts payable at December 31, 2001. The amount in
accounts  payable  for  this  potential  liability  as  of December 31, 2002 was
$153,352.

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS.

Forward-Looking Information

     This  quarterly  report  on  Form 10-QSB of ATNG, Inc., a Texas corporation
(the  "Company"),  for  the second quarter ended June 30, 2003, contains certain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  which  are  intended  to  be  covered  by the safe harbors created
thereby.  To  the  extent that such statements are not recitations of historical
fact, such statements constitute forward-looking statements that, by definition,
involve  risks  and  uncertainties.  In any forward-looking statement, where the
Company  expresses an expectation or belief as to future results or events, such
expectation  or  belief  is  expressed  in  good  faith  and  believed to have a
reasonable  basis,  but  there  can  be  no  assurance  that  the  statement  of
expectation  or  belief  will  be  achieved  or  accomplished.


                                       15
<PAGE>
     The  following  are  factors  that  could cause actual results or events to
differ  materially  from those anticipated, and include, but are not limited to:
general  economic,  financial  and business conditions; the Company's ability to
minimize  expenses  and exposures related to its ______________________ in which
other  companies  have control over the operations conducted on such properties;
changes  in  and  compliance  with  governmental laws and regulations, including
various  state  and  federal  environmental  regulations;  the Company's current
dependency  on  Robert  Simpson,  its  sole  director  and executive officer, to
continue  funding  the  Company's  operations  and, to the extent he should ever
become  unwilling to do so, the Company's ability to obtain additional necessary
financing  to obtain additional financing from outside investors and/or bank and
mezzanine  lenders;  and  the  ability  of  the  Company  to generate sufficient
revenues  to  cover  operating  losses  and position it to achieve positive cash
flow.

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

     Additionally,  the  following  discussion regarding the Company's financial
condition  and  results  of  operations  should  be read in conjunction with the
financial  statements  and  related  notes contained in Item 1 of Part 1 of this
Form  10-QSB,  as  well  as the financial statements in Item 7 of Part II of the
Company's  Form  10-KSB  for  the  fiscal  year  ended  December  31,  2002.

GENERAL

     The  Company  is  beginning  a  turnaround  period with the negotiation for
acquisition  of  several  entities  that  can  steady  growth  to  ATNG,  Inc.

RESULTS OF OPERATIONS

     Three  months  ended  June 30 2003, compared to three months ended June 30,
2002.

     Revenues  for  the  three  month  period  ended June 30, 2003, decreased to
$499,800 as compared to $174,674 for the three month period ended June 30, 2002,
as  the  result  of  closing  the  operations  of  the  company.

     Operating costs have decreased to $499,800 for the three month period ended
June  30,  2003, as compared to $1,398,222 for the three month period ended June
30,  2002.  This  decrease  is  due  to  the  closing  of  operations.

     During  the  three  months  ended  June  30,  2003,  we  had  a net loss of
$(499,800),  as  compared  to  $(1,929,754)  a  year-ago.

     Six months ended June 30, 2003, compared to six months ended June 30, 2002.

     Revenues  for  the six month period ended June 30, 2003, decreased to $0 as
compared to $586,463 for the six month period ended June 30, 2002, as the result
of  the  loss of customers and the decrease in average rate to maintain existing
customers  in  this  competitive  telecom  environment.

     General,  administrative  and  selling costs have decreased to $615,900 for
the  six month period ended June 30, 2003, as compared to $4,173,817 for the six
month  period  ended  June  30,  2002.  This  decrease is due to winding down of
telecommunications  operations.

     During the six months ended June 30, 2003, we had a net loss of $(615,900),
as  compared  to  $(8,791,564)  a  year-ago.


                                       16
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES


RECENT DEVELOPMENTS


OFF-BALANCE SHEET ARRANGEMENTS

     The Company does not have any off-balance sheet arrangements.

ITEM 3.  CONTROLS AND PROCEDURES.

     (a)     Evaluation of Disclosure Controls and Procedures.
             -------------------------------------------------

     The  Registrant's  Chief  Financial  Officer  has  evaluated  the Company's
disclosure  controls  and procedures as of July 31, 2003, and has concluded that
these  controls  and  procedures  are  effective.

     (b)     Changes in Internal Controls.
             -----------------------------

     There  are  no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to July 31, 2003.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     The  Company  is  not  aware  of  any  governmental  authority  that  is
contemplating  any action involving the Company. None of the Company's officers,
directors,  or  beneficial  owners  of  5%  or more of the Company's outstanding
securities,  is  a party to proceedings adverse to the Company nor do any of the
foregoing individuals have a material interest in any proceedings adverse to the
Company  except  as  described  below.

     The  Company  is  involved  in  several  actions  over unpaid invoices from
vendors  and one action brought by a former employee for unpaid salary and loans
to  the  Company.  A  description  of  the  various  actions  follows:

          (a)     James  Crunk,  a  former  employee  of the  Company filed suit
against the Company and two of its founders on July 20, 2001. Crunk alleges that
he  was  hired  as the Chief Financial Officer for the Company, under a contract
that  provided  certain  benefits.  Crunk alleges that he was induced to come to
work  for  the  Company through a series of misrepresentations about the Company
and  the  benefits  that it would provide to Crunk. Crunk alleges that he loaned
money  to  the  Company  that  was  never repaid. He alleges further that he was
terminated  without  cause  in violation of his employment contract and that the
Company terminated him because he threatened to expose certain allegedly illegal
conduct. Crunk has alleged four causes of action: 1) Promissory Fraud; 2) Breach
of  Contract;  3)  Civil  Violations of RICO; and 4) violations of the Tennessee
Public  Protection Act. Crunk seeks actual damages of $2,000,000, treble damages
and  attorney  fees.

     The  Company  acknowledges  that Crunk loaned money to the Company that has
not been repaid.  Beyond that the Company considers Crunk's claims to be without
merit  and  frivolous.  The  parties  have  exchanged  the voluntary disclosures
required  under  the  Federal  Rules  of  Civil  Procedure.  No other meaningful
discovery  has  occurred.  Crunk  has filed a Motion to compel the defendants to
respond  to  the Plaintiff's pending discovery requests and has sought a default
judgment  as  sanctions  for  defendant's  failure  to  respond.

     The  Company intends to defend the lawsuit vigorously when it has the funds
to  do  so. The case was set for trial on October 28, 2002, but was rescheduled.


                                       17
<PAGE>
          (b)     On  February  27,  2002,  CNM  Network,  Inc. sued the Company
alleging  unpaid  invoices  of  approximately  $500,000  for  telephone  service
provided  to customers of the Company. CNM Network, Inc. discontinued service to
the  customers of the Company on January 26, 2002, leaving the Company no choice
but  to  seek  another  network provider. The Company acknowledges approximately
$367,000  of  services but is disputing $133,000 as being charges, which, in the
opinion  of  management,  were  above  the  amount  contracted  for.

ITEM 2.  CHANGES IN SECURITIES.

     None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None

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

     None

ITEM 5.  OTHER INFORMATION.

     None


                                       18
<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits.

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

   3.1*      Articles of Incorporation of ATNG, Inc. filed March 4, 1999 (incorporated by reference to
             Exhibit 3.1 to the Company's Registration Statement filed with the SEC on December 16,
             1999).
   3.2*      Bylaws of ATNG, Inc. adopted March 4, 1999 (incorporated by reference to Exhibit 3.2 to
             the Company's Registration Statement filed with the SEC on December 16, 1999).
   31.1**    Certification of Robert Simpson, President, Chief Executive Officer of ATNG, pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
   31.2**    Certification of Robert Simpson, President, Chief Financial Officer of ATNG, pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
   32.1**    Certification of Robert Simpson, President, Chief Executive Officer of ATNG, pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
   32.2**    Certification of Robert Simpson, President, Chief Financial Officer of ATNG, pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
<FN>
----------
*    Previously filed.
**   Filed  herewith.
</TABLE>

     (b)     Reports on Form 8-K.

     On April 28, 2003, the Company filed a Form 8-K with the SEC related to the
appointment of Robert Simpson as Chairman and CEO on April 9, 2003

     On  May  9,  2003, the Company filed a Form 8-K with the SEC related to the
termination of agreement between Wheeler, Wasoff, P.C. on April 29, 2003 and the
engagement of Hunter, Atkins & Russell, PLC on April 25, 2003 as auditors.


                                       19
<PAGE>
                                   SIGNATURES


     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        ATNG, INC.

Dated September 22, 2003.

                                        By  /s/  Robert Simpson
                                          --------------------------------------
                                          Robert Simpson
                                          President, Chief Executive Officer and
                                          Chief Financial Officer


                                       20
<PAGE>