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

                                   FORM 10-QSB

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

        For the quarterly period ended September 30, 2004.

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

        For the transition period from _______ to ________


                        COMMISSION FILE NUMBER: 000-28519

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

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


1549 N. LEROY ST., SUITE D- 1,000, 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 September 30, 2004, the
issuer  had  573,244,906   shares  of  its  common stock issued and outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .   3
   Item 2.  Management's Discussion and Analysis or Plan of Operation .  10
   Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . .  11
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  12
   Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  12
   Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . .  12
   Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . .  12
   Item 4.  Submission of Matters to a Vote of Security Holders . . . .  12
   Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . .  12
   Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .  12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  14
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  15
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  16
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  17


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL  STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
Quarterly  Report  as  indexed  in  the  appendix.

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

FORWARD-LOOKING INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section  27A  of  the Securities Act and Section 21E of the Securities
Exchange  Act of 1934.  Actual operations and results may materially differ from
present  plans  and  projections  due  to  changes  in  economic conditions, new
business  opportunities,  changed  business  conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings  with  the  Securities  and  Exchange  Commission.

     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, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

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

     Additionally,  the  following  discussion regarding our financial condition
and  results  of  operations  should  be  read in conjunction with the financial
statements  and related notes contained in Item 1 of Part I of this Form 10-QSB,
as  well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the  fiscal  year  ended  December  31,  2003.

MANAGEMENT'S PLAN OF OPERATION

     General.  We  are  approximately  two  years  into  a  turnaround  period.
Affiliations with and/or acquisitions of several entities are in process that we
expect  to provide steady significant growth to us.  The first acquisition, Blue
Kiwi  Inc.,  was  completed  during the 3rd Quarter of 2004.  Our revitalization
process  began in the fall of 2002 when the former management team departed.  At
that  time  Robert  Simpson  assumed the role of chief executive officer and the
operating  objectives  were  as  follows:

-    Raise operating capital to sustain operations.

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

-    Manage  the  legal  issues,  including  those  inherited  from  the  prior
     management  team.

-    Get the Company profitable.

-    Create shareholder value.

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

-    We provided enough working capital for a turnaround and revitalization.


                                        3
<PAGE>
-    All  of  the  inherited debts were settled with the exception of a few that
     could  not  be  validated  and  the value of those is less than $125,000.00
     compared to the $9,000,000.00 in debt and legal exposure inherited from the
     prior management. Most of the liabilities currently shown in the financials
     are  expected  to  be  written  off  in  approximately  24  months.

-    All  the legal issues inherited from the prior management have been settled
     and  there  are  no  pending  legal  actions.

     The acquisition of Blue Kiwi Inc. is complete and finally, the products are
beginning to sell.  The national ad campaign did not meet our expectations.  Our
new  product  development  coordinator, our formulator, Steve Rittmanic, and the
products  we  will introduce over the next 12 months are expected to boost sales
and  profits.

     An  affiliate,  ZannWell  Inc.,  is  now  a  growing company with a similar
business  model  to  ours.  We  sold  our   rights  to Future Beverages Inc. to
ZannWell  for cash and other considerations.  The Future Beverages products will
be  the  primary  product  line  for  ZannWell.

     We  have  three  promising  patents, one for multiple sclerosis and chronic
fatigue,  one for an activating virus and one for analog compression technology.
At  least  two  of  these  show  promise  for  the  next  couple  of  years.

     We  have  several  companies  that we manage for a share of the income, but
have  no  ownership  interest.  These  companies  are:

-    Blue  Kiwi  Inc.

-    Pathobiotek-Cryptobe

-    OILX  Inc.

-    Danitom  BBQ  Inc.

-    CarZann  Inc.

-    SKS  Skin  Care

-    TMCP  Natural  Products

-    Lucy's  Veterinary  Products

-    ZannWell  Inc.

-    Future  Beverages  Inc.

-    Zann-MI  Corp.

RESULTS OF OPERATIONS

     THREE  MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE CORRESPONDING PERIOD
IN  2003

     There were no revenues.


                                        4
<PAGE>
     Operating  Expenses.  During  the  three-month  period  ended September 30,
2004,  operating  expenses  were  $3,590,639  as compared to $4,051 for the same
period in 2003.  The increase in professional expenses, acquisition expenses and
operating expenses are mainly a result of launching two new products and related
expenses.

     We  intend  to  continue  to  find  ways  to expand our business, including
through acquisitions.  We believe that revenues and earnings will increase as we
grow.  We  anticipate  that we will incur losses in the future if we are able to
expand  our  business  and  the  marketing  of  our  Internet technology through
acquisitions.  The  losses  will  be  created  to  the  extent  of the excess of
technology  development  and marketing expenses over the income from operations.

     The  operating  losses  as  shown may be perceived as alarming and possibly
indicate  a downward spiral leading to the demise of the company.  However, from
management's point of view, there is a bright side to the operating losses which
have  accumulated  to approximately $27,000,000.  The very positive side of this
operating  loss will be beneficial to us as our affiliated business units become
profitable  in  2005.

LIQUIDITY AND CAPITAL RESOURCES

     Nine  months  ended September 30, 2004 compared to the corresponding period
in  2003.

     Operating Expenses.  During the nine-month period ended September 30, 2004,
operating  expenses  were $5,402,648 as compared to $619,951 for the same period
in  2003.  The  increase  in  professional  expenses,  acquisition  expenses and
operating expenses are mainly a result of launching two new products and related
expenses.

     We  intend  to  continue  to  find  ways  to expand our business, including
through acquisitions.  We believe that revenues and earnings will increase as we
grow.  We  anticipate  that we will incur losses in the future if we are able to
expand  our  business  and  the  marketing  of  our  Internet technology through
acquisitions.  The  losses  will  be  created  to  the  extent  of the excess of
technology  development  and marketing expenses over the income from operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  We  are  exposed to certain economic and political changes in
international  markets  where  we  compete,  such as inflation rates, recession,
foreign  ownership  restrictions,  and trade policies and other external factors
over  which  we  have  no  control.

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


                                        5
<PAGE>
     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

     As  discussed  by  our  accountants  in  the  audited  financial statements
included in Item 7 of our Annual Report on Form 10-KSB, our revenue is currently
insufficient  to  cover  its  costs  and  expenses.  The  management anticipates
raising  any  necessary  capital  from  outside  investors  coupled with bank or
mezzanine  lenders.  As of the date of this report, we have not entered into any
negotiations  with  any  third  parties  to  provide  such  capital.

     OUR  INDEPENDENT  CERTIFIED  PUBLIC ACCOUNTANTS HAVE STATED IN THEIR REPORT
INCLUDED  IN  OUR DECEMBER 31, 2003 FORM 10-KSB, THAT WE HAVE INCURRED OPERATING
LOSSES  IN  THE  LAST  TWO  YEARS,  AND  THAT WE ARE DEPENDENT UPON MANAGEMENT'S
ABILITY  TO DEVELOP PROFITABLE OPERATIONS.  THESE FACTORS AMONG OTHERS MAY RAISE
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

RECENT DEVELOPMENTS

     We  have  completed  the  acquisition  of Blue Kiwi Inc.  Blue Kiwi has two
products  on  the  market,  the  Fatigue  Pack  and  the PMS Pack.  The national
television  advertising  begins  in  approximately  two  weeks  along  with  a
comprehensive  media  campaign  for  enhancing  sales  and achieving our revenue
targets.

     On  August  24,  2004,  we  filed a Certificate of Designation establishing
Series  A  Preferred  Stock.  20,000,000 shares have been designated as Series A
Preferred Stock.  Each share of the Series A Preferred Stock is convertible into
10  fully  paid  and  nonassessable  shares of the Common Stock.  On all matters
submitted  to  a  vote  of  the  holders of the Common Stock, including, without
limitation,  the  election  of  directors,  a  holder  of shares of the Series A
Preferred Stock is entitled to one vote on such matters multiplied by the number
of  shares  of  the  Series  A  Preferred  Stock  held  by  such  holder.

     On  August  24,  2004,  we  filed a Certificate of Designation establishing
Series  C  Preferred  Stock.  20,000,000 shares have been designated as Series C
Preferred Stock.  The Series C Preferred Stock is not convertible into shares of
the  Common  Stock.  On  all  matters  submitted to a vote of the holders of the
Common Stock, including, without limitation, the election of directors, a holder
of shares of the Series C Preferred Stock shall be entitled to 100 votes on such
matters  equal  to  the number of shares of the Series C Preferred Stock held by
such holder at the record date for the determination of stockholders entitled to
vote  on  such  matters.

     On  August  27,  2004,  we  filed  a  Certificate  of  Correction  for  the
Certificate  of  Designation  establishing  Series  A Preferred Stock.  The sole
purpose  of  the  Certificate of Correction was to include the Conversion Notice
for  the  Series  A  Preferred  Stock,  which was inadvertently omitted from the
August  24,  2004 filing of the Certificate of Designation establishing Series A
Preferred  Stock.

     On December 3, 2004, we plan to effect the following corporate actions:

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

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

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

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


                                        6
<PAGE>
-    Grant  discretionary authority to the directors to implement a proposal for
     ATNG  Inc.  to  become  a Business Development Corporation to occur at some
     time  within  12 months of the date of this information statement, with the
     exact  time  of such conversion to be determined by the board of directors.

     Dr.  Simpson  holds 282,000 shares of our common stock, 1,800,000 shares of
our  Series  A  preferred stock, and 10,000,000 shares of our Series C preferred
stock.  Each  share  of  our common stock is entitled to one vote on all matters
brought  before  the  stockholders,  each  share of our Series A preferred stock
outstanding  entitles  the holder to one vote of the common stock on all matters
brought  before the stockholders, and each share of our Series C preferred stock
outstanding  entitles the holder to 100 votes of the common stock on all matters
brought  before the stockholders.  Therefore, Dr. Simpson will have the power to
vote  10,002,082,000  shares  of  the  common  stock,  which  number exceeds the
majority of the 822,226,906 issued and outstanding shares of our common stock on
the  record  date.

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

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements.

ITEM  3.     CONTROLS  AND  PROCEDURES.

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

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

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

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

     As  of  the  date  of  this  report,  we  are  not  involved  in  any legal
proceedings.

ITEM  2.     CHANGES  IN  SECURITIES.

     None.


                                        7
<PAGE>
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)  Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.                                     IDENTIFICATION OF EXHIBIT
-----------                                     -------------------------
<C>          <S>
   3.1**     Articles of Incorporation
   3.2*      Certificate of Designation for the Series A Preferred Stock, filed with the Secretary of State of
             Nevada on August 24, 2004.
   3.3*      Certificate of Designation for the Series C Preferred Stock, filed with the Secretary of State of
             Nevada on August 24, 2004.
   3.4*      Certificate of Correction for the Certificate of Designation establishing Series A Preferred
             Stock, filed with the Secretary of State of Nevada on August 27, 2004.
   3.5**     Bylaws
   10.1**    Blue Kiwi Acquisition Agreement.
   31.1*     Certification of Robert C. Simpson, Chief Executive Officer of ATNG Inc., 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 C. Simpson, Chief Financial Officer of ATNG Inc., pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
   32.1*     Certification of Robert C. Simpson, Chief Executive Officer of ATNG Inc., 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 C. Simpson, Chief Financial Officer of ATNG Inc., pursuant to 18
             U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002
</TABLE>


                                        8
<PAGE>
__________
*    Filed  herewith.
**   Previously  filed.

(b)  Reports on Form 8-K.

-    On  July  22,  2004 we filed a Form 8-K to report changes in our certifying
     accountant.

-    On  August  24,  2004 we filed a Form 8-K to report the Acquisition of Blue
     Kiwi,  Inc.

-    On  October  25,  2004, we filed an Amended Current Report on Form 8-K/A to
     file  the  financial  statements  of  Blue  Kiwi,  Inc.


                                        8
<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 November 22, 2004.

                                      By  /s/  Robert C. Simpson
                                        ---------------------------------------
                                        Robert C. Simpson,
                                        President and Chief Executive Office


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                  Appendix  F:

                                   ATNG, INC.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                  (Unaudited)

                            ASSETS
<S>                                                        <C>
Current Assets
  Cash                                                     $     15,602
  Prepaid expenses                                                  785
                                                           -------------

    Total Current Assets                                         16,387

  Other Assets                                                   12,400

Total Assets                                               $     28,787
                                                           =============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                         $    412,791
  Accrued expenses                                              369,257
  Note payable-related party                                      1,750
  Notes payable-others                                          212,855
                                                           -------------

    Total Current Liabilities                                   996,653
                                                           -------------


Stockholders' Deficit
  Common stock, $.001 par value, 900,000,000 shares
    authorized, 573,244,906 shares issued and outstanding       573,245
  Preferred stock,
    Series A, $.001 par, 20,000,000 shares authorized,
    2,154,700 shares issued and outstanding                       2,154
    Series C, $.001 par, 20,000,000 shares authorized
    10,000,000 issued and outstanding                            20,000
  Paid in capital                                            25,567,838
  Accumulated deficit                                       (27,131,103)
                                                           -------------

    Total Stockholders' Deficit                                (967,866)
                                                           -------------

Total Liabilities and Stockholders' Deficit                $     28,787
                                                           =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                   ATNG, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        Ended September 30, 2004 and 2003
                                  (Unaudited)


                                          Three Months Ended          Nine Months Ended
                                             September 30,              September 30,
                                         2004           2003          2004           2003
                                     -------------  ------------  -------------  ------------
<S>                                  <C>            <C>           <C>            <C>
Revenue                              $        577   $         -   $      2,216   $         -

General & administrative expense       (3,590,639)  $    (4,051)    (5,402,648)  $  (619,951)
Debt forgiveness income                         -             -      1,037,373             -
Interest expense                          (12,859)            -        (12,835)            -
                                     -------------  ------------  -------------  ------------

    NET LOSS                         $ (3,602,921)  $    (4,051)  $ (4,375,894)  $  (619,951)
                                     =============  ============  =============  ============


Basic and diluted loss per share     $      (0.01)  $     (0.00)  $      (0.01)  $     (0.01)
                                     =============  ============  =============  ============

Weighted average shares outstanding   519,379,080    47,826,543    439,387,624    56,863,087
                                     =============  ============  =============  ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                     ATNG, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Nine Months Ended September 30, 2004 and 2003
                                    (Unaudited)

                                                         2004         2003
                                                     ------------  ----------
<S>                                                  <C>           <C>
Cash Flows Used in Operating Activities
  Net Loss                                           $(4,375,894)  $(619,951)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Shares issued for services                         4,897,732     801,995
    Stock option expense                                  43,554           -
    Imputed interest                                         106           -
    Debt forgiveness                                  (1,037,373)          -
  Changes in:
    Prepaid expenses                                        (785)   (204,785)
    Accounts payable                                    (188,647)     57,269
    Accounts payable - related                            (9,548)          -
    Accrued expenses                                      12,771           -
                                                     ------------  ----------

Net Cash provided by (used) in Operating Activities     (658,084)     34,528
                                                     ------------  ----------

Cash Flows Used in Investing Activities:
  Increase in other assets                               (12,400)          -
                                                     ------------  ----------

Cash Flows from Financing Activities:
  Proceeds from related party                            113,750           -
  Proceeds from sale of Common Stock                     294,358           -
  Repayment of note payable to related party             (90,000)    (25,000)
                                                     ------------  ----------

Net Cash provided by (used) in Financing Activities      318,108     (25,000)
                                                     ------------  ----------

Net Change in Cash                                      (352,376)      9,528

Cash at beginning of period                              367,978           -
                                                     ------------  ----------

Cash at end of period                                $    15,602   $   9,528
                                                     ============  ==========

SUPPLEMENTAL DISCLOSURES:

  Non-Cash Transactions:
  Preferred stock for debt forgiveness               $    20,026   $       -
  Related party forgiveness of debt                  $   122,000   $       -
</TABLE>


<PAGE>
                                   ATNG, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of ATNG, Inc. ("ATNG")
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in ATNG's Annual Report filed with the
SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for 2003 as reported in the 10-KSB
have been omitted.

NOTE 2 - STOCK BASED COMPENSATION

ATNG accounts for its employee stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. ATNG granted 116,000,000 options to purchase common stock to
employees in the nine months ending September 30, 2004. All options vest
immediately, have an exercise price of 90 percent of market value on the date of
grant and expire 10 years from the date of grant. ATNG recorded compensation
expense of $43,554 under the intrinsic value method during the nine months ended
September 30, 2004.

The following table illustrates the effect on net loss and net loss per share if
ATNG had applied the fair value provisions of FASB Statement No. 123, Accounting
for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                           Three Months Ended        Nine Months Ended
                                              September 30,           September 30,
                                           2004         2003          2004         2003
                                       ------------  -----------  ------------  -----------
<S>                                    <C>           <C>          <C>           <C>
Net income (loss)                      $(3,602,921)  $   (4,051)  $(4,375,894)  $ (619,951)
Add:   stock based compensation
       determined under intrinsic
       value based method                   43,554            -        43,554            -
Less:  stock based compensation
     determined under fair value
     based method                         (434,446)           -      (434,446)           -
                                       ------------  -----------  ------------  -----------
Pro forma net loss                     $(3,993,813)  $   (4,051)  $(4,766,786)  $ (619,951)
                                       ============  ===========  ============  ===========
Basic and diluted net loss per share
     As reported                       $      (.01)  $     (.00)  $      (.01)  $     (.01)
                                       ============  ===========  ============  ===========

     Pro forma                         $      (.01)  $     (.00)  $      (.01)  $     (.01)
                                       ============  ===========  ============  ===========
</TABLE>


NOTE 3 - EQUITY

There are three classes of preferred stock, A, B & C. Each share of Series A and
B is convertible at the option of the holder into 10 shares common stock. Series
C is not convertible, but each share has 100 votes.


<PAGE>
During the nine months ended September 30, 2004, employees exercised options to
acquire 76,018,000 shares of common stock on a cashless basis through an outside
broker. The broker sold the shares on the open market and ATNG received proceeds
totaling $294,358

During the nine months ended September 30, 2004, ATNG issued 1,036,000 shares of
Series A preferred stock for services. The shares were valued at $49,382.

During the nine months ended September 30, 2004, ATNG issued 118,700 shares of
Series A preferred stock for $20,026 of debt owed to a related party. The shares
were valued at 10 times the equivalent market stock price for ATNG common stock
because the preferred is convertible into common stock at any time by holders.

During the nine months ended September 30, 2004, ATNG issued 5,000,000 shares of
Series C preferred stock for services. The shares were valued at $2,800,000.

During the nine months ended September 30, 2004, ATNG issued 255,746,900 shares
of common stock for services. The shares were valued at $2,048,350.


NOTE 4 - DEBT FORGIVENESS INCOME

During the nine months ended September 30, 2004, vendors forgave $865,028 owed
to them and ex-employees forgave salaries owed to them in the amount of $36,100.
During the nine months ended September 30, 2004, debt holders forgave $136,245
owed to them. ATNG recognized these amounts in debt forgiveness income.

NOTE 5- NOTE PAYABLE RELATED PARTY

During the nine months ended September 30, 2004, ATNG contributed $122,000 of
debt owed to related parties to additional paid in capital.

During the nine months ended September 30, 2004, ATNG received proceeds of
$113,750 and repaid $90,000 to related parties for notes payable.


NOTE 6 - SUBSEQUENT EVENTS

In October and November 2004, employees' exercised options to acquire
254,000,000 shares of common stock on a cashless basis through an outside
broker.


<PAGE>