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 March 31, 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 Identification No.)
 incorporation or organization)

1549 LEROY STREET, SUITE D-200, FENTON, MICHIGAN           48430
    (Address of principal executive offices)


                                 (810) 714-2978
                           (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 March 31, 2004, we had
241,550,000  shares  of  our  common  stock  outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .   2
   Item 1.  Financial Statements. . . . . . . . . . . . . . . . . . . .   2
      Balance Sheet as of March 31. 2004 and December 31, 2003. . . . .   2
      Statement of Operations as of 2003 and 2004 . . . . . . . . . . .   3
      Statement of Cash Flow of as 2003 and 2004. . . . . . . . . . . .   4
      Notes to Financial Statements . . . . . . . . . . . . . . . . . .   5
   Item 2.  Management's Discussion and Analysis or Plan of Operation .  16
   Item 3.  Controls and Procedures . . . . . . . . . . . . . . . . . .  19
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  19
   Item  1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . .  19
   Item  2.  Changes in Securities. . . . . . . . . . . . . . . . . . .  19
   Item  3.  Defaults Upon Senior Securities. . . . . . . . . . . . . .  19
   Item  4.  Submission of Matters to a Vote of Security Holders. . . .  19
   Item  5.  Other Information. . . . . . . . . . . . . . . . . . . . .  19
   Item  6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . .  19
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  21
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  22
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  23
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  24


                                        1
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                    ATNG INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                BALANCE STATEMENT


                                                       MARCH 31,     DECEMBER 31
                                                         2004           2003
                                                      (UNAUDITED)
<S>                                                  <C>            <C>
                         ASSETS
CURRENT ASSETS
   Cash                                              $      8,607   $    357,493
   Accounts Receivables-Related Parties                   390,000
TOTAL CURRENT ASSETS                                 $    398,607   $    357,493

TOTAL ASSETS                                         $    398,607   $    357,493

LIABILITIES AND EQUITY
CURRENT LIABILITIES
   Accounts Payable                                  $  1,343,865   $  1,454,613
   Accrued Salaries                                       159,406        159,406
   Payroll Taxes                                          234,930        234,930
   Accrued Interest                                        30,129         30,129
   Notes Payable-Related                                   90,000         90,000
   Notes Payable-Other                                     31,000         31,000
   Notes Payable-Bank                                           -              -
TOTAL CURRENT LIABILITIES                            $  1,889,329   $  2,000,078

OTHER OBLIGATIONS                                    $    318,100   $    318,100

STOCKHOLDER'S DEFICIENCY
   Common Stock, $.001 par value:
   Authorized 950,000,000
   Issued 317,021,906
   Outstanding 241,550,000 and 317,021,906
   Issued Respectively                               $ 317,021.91   $  24,155.00
   Preferred Stock, Series A, Par Value .0001
   20,000,000 shares authorized, 5,000,000 issued             400            400
   Preferred Stock, Series C, Par Value .0002
   20,000,000 shares authorized, 5,000,000 issued           1,000          1,000
   Capital in Excess of Par Value                      21,256,095     20,758,907
   Deficit Accumulated During Development Stage       (23,383,339)   (22,745,147)
TOTAL STOCKHOLDER'S DEFICIENCY                         (1,808,822)    (1,960,685)

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY       $    398,607   $    357,493
<FN>
   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                                          ATNG INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                                    STATEMENT OF OPERATION


                                                                                                          CUMULATIVE FROM
                                                                                         CUMULATIVE     INCEPTION OF JANUARY
                                                                                        TO MARCH 31,    20, 2000 TO DECEMBER
                                                             2003           2004            2004              31, 2003
<S>                                                      <C>            <C>            <C>             <C>
REVENUES
  Telecommunications Services-Net                                   -              -   $  668,520.00   $             668,520
  Advertising-Net                                                   -              -         306,821                 306,821
  Services and Other-Net                                            -              -          92,715                  92,715
TOTAL REVENUES                                                      -                  $   1,068,056   $           1,068,056
OPERATING EXPENSES
  Cost of Services                                                                 -   $   1,669,206   $           1,669,206
  Advertising                                                           $        750       4,402,496               4,401,746
  General & Administrative                               $  2,240,797        749,983      13,978,865              13,228,882
  Interest                                                     43,090              -         456,376                 456,376
  Depreciation                                                                     -          48,544                  48,544
TOTAL OPERATING EXPENSES                                 $  2,283,887   $    750,733   $  20,555,487   $          19,804,754
NET INCOME BEFORE EXTRAORDINARY ITEM AND
  OTHER EXPENSES                                          ($2,283,887)     ($750,733)   ($19,487,431)           ($18,736,698)
Extraordinary Item-Settlement of Debts and Liabilities   $  3,913,376   $    112,545   $   4,025,921   $           3,913,376
OTHER EXPENSES
  Disposal of Fixed Assets                                          -              -               -                       -
  Excess of purchase price over net book
  value of acquired subsidiaries                                    -              -               -                       -
  Investment banking fee                                            -              -               -                       -
  Merger and reorganization costs                                   -              -   $     472,181   $             472,181
  Write off of intellectual property                                -              -         113,253                 113,253
  Write off of prepaid advertising                                  -              -               -                       -
  Write off of investment in marketable
  securities                                                        -              -         149,792                 149,792
  Write off of investment in joint venture                          -              -         600,000                 600,000
TOTAL OTHER EXPENSES                                                -              -   $   1,335,226   $           1,335,226
NET GAIN (LOSS)                                          $  1,629,489      ($638,187)   ($16,796,735)           ($16,158,548)

Net Gain (Loss) Per Common Share Basic and
Diluted                                                          0.01          (0.00)          (0.27)                  (0.27)
Weighted Average Number of Shares
Outstanding
Basic and Diluted                                        $108,772,869   $296,954,203   $ 356,194,831   $          59,240,628
<FN>
                          The accompanying notes are an integral part of these financial statements.
</TABLE>


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


                                                                                                      CUMULATIVE TO
                                                                           2003           2004        MARCH 31, 2004
<S>                                                                    <C>            <C>            <C>
Cash Flows From Operating Activities
    Net income (loss)                                                  $  1,629,489      ($888,187)     ($23,633,333)
  Adjustments to reconcile net (loss) to net cash (used) by
  operating activities:
    Depreciation                                                                                     $        48,544
    Amortization of prepaid advertising                                                                    2,275,000
    Debt for expenses                                                                                         80,433
    Write off of excess purchase price of investment subsidiary                                            3,162,202
    Write off of fixed assets                                                                                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
    Income from liabilities forgiven                                    ($2,600,210)       ($9,066)       (2,609,276)
    Common stock warrants issued for services                                                                 21,548
    Common stock issued for debt                                                                              99,553
    Common stock issued for services, salaries and interest                                                6,768,242
    Common stock issued for advertising                                                                    3,109,800
    Common stock issued for investment banking services                                                    1,385,550
    Net change in other obligations                                                                          177,460
  Changes in assets and liabilities
    (Increase) decrease in accounts receivable, prepaids and others                                           49,194
    Increase (decrease) in accounts payable, and accrued expenses           135,555       (110,748)        4,436,086
    Increase (decrease) in deferred revenue                                                                 (201,470)
     Net cash provided (used) in operating activities                     ($835,166)   ($1,008,002)      ($3,840,168)
Cash Flows From Investing Activities
    Cash paid for property and equipment                                                                    ($87,602)
    Acquisition of subsidiaries not of cash acquired                                                           5,585
    Cash paid for intellectual property                                                                     (113,253)
    Investment in Korean Joint Venture                                                                      (600,000)
     Net cash provided (used) in investing activities                             -              -         ($795,270)
Cash Flows From Financing Activities
    Proceeds from borrowing-related                                                                  $       583,763
    Repayment of borrowing-related                                                                          (113,176)
    Proceeds from borrowing-other                                                                            415,000
    Repayment of borrowing-other                                                                             (52,000)
    Proceeds from borrowing-bank                                                                              74,076
    Cash paid for offering costs                                                                            (102,958)
    Proceeds from sale of common stock                                 $  1,192,659   $  1,016,609         4,196,833
     Net cash provided (used) in financing activities                  $  1,192,659   $  1,016,609   $     5,001,538
Net Increase (Decrease) in Cash                                        $    357,493   $      8,607   $       366,100
Cash Beginning of Period                                                                                    (357,493)
Cash End of Period                                                     $    357,493   $      8,607   $         8,607
<FN>
                      The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        4
<PAGE>
                                   ATNG, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2004

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 believed it 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 inter-company balances and transactions have been eliminated in
consolidation. AIL-SDM did not fulfill their terms and conditions therefore the
acquisition transaction was rescinded. Financials have been adjusted
accordingly.

     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 had difficulty raising
sufficient capital to continue its business objectives. Therefore, all telecom
operations were ceased, all employees terminated except the CEO, T. C. Kim by
September 30, 2003. All assets were written off and all liabilities provided for
in the financial statements at June 30, 2003. The Company is no longer in the
telecom business. New management started taking over in November of 2002 with
the intent of managing debts, legal issues, getting out of the telecom business,
and focusing on business development and revitalization to regain shareholder
value. The new CEO had to accept the contingent liabilities in excess of
$400,000 (personally) in tax exposure plus other substantial risk to start the
turn around process. The Company is transitioning to a business development
corporation (BDC) and reorganizing to revitalize and recapitalize. After
substantial research the new management discovered evidence of alleged
fraudulent claims by several creditors and "bad faith" legal claims. The Company
believes that it may prevail with the legal issues and settle the accounts
receivable by the end of 2004 if able to execute the revitalization objectives.
The revitalization is fraught with risk but it is probable that the Company will
do very well if the unfounded legal issues are settled and businesses are on
track. The legal issues have slowed the acquisitions in process but an
alternative strategy of strategic alliances should partially temper the damage
caused by the alleged frivolous and bad faith legal claims the Company has had
to deal with.

     On September 6, 2003 at a meeting of the shareholders approved a proposal
to change the state of incorporation from Texas to Nevada. In addition, the
total authorized capital stock was increased to 900 million shares of common
stock and 50 million shares of preferred stock.


                                        5
<PAGE>
On May 12, 2004 the Bankruptcy Court approved the settlements reached between
ATNG Inc. and the Petitioning Creditors and accordingly dismissed the entire
bankruptcy proceeding which had been brought against ATNG.

The judge signed the order dismissing the Involuntary Petition which was filed
against ATNG on July 15, 2003. The signing effectively ends all known legal
action against ATNG, including a federal court case in Tennessee and a state
court case in California. The parties to those pending lawsuits in California
and Tennessee will seek dismissal of those actions in their respective courts.


ATNG is now resuming acquisition activities. There are three acquisitions
planned for this quarter.

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, compression technology (See Note 4). The compression
technology was too expensive to develop as of 2002 and was sold for future
consideration when said technology is ready for market.

     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. The compression technology (CT) and
all related rights associated rights were sold in December of 2002. ATNG
realized that the CT needed extensive work to bring it to market and chose to
sell it for future potential revenues.

     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.


                                        6
<PAGE>
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 shall be recognized from proceeds of Blue Kiwi Nutracuetical sales,
1st U.S. Insurance Company of Nevada revenues, other strategic partners,
consulting fees, management fees and the sales of goods and services.

     Telecom revenue was recognized as services are provided to customers.
Monthly recurring charges include fees paid by customers for lines of service,
additional features on those lines and co-location space. These charges were
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 telecom
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).


                                        7
<PAGE>
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.
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.

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


                                        8
<PAGE>
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.

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 one financial institution. 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".

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, 2003 of <$22,745,145> and, at December 31, 2003,
has a working capital deficiency of $1,642,585. 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 10 value of its assets or discharge its
liabilities in the normal course of business, the Company may not be able to
continue operations and satisfy its' creditors.

NOTE 3 - PROPERTY AND EQUIPMENT

     As of December 31, 2003 and March 31, 2004, the Company had no fixed
assets.


                                        9
<PAGE>
NOTE 4 - INTELLECTUAL PROPERTY

     At December 31, 2003, intellectual property consists of: Patent application
costs $ -0-.

     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
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. The patent and
all related technologies and trade secrets, etc. were sold in December 2002.

     As of December 10, 2002 the patent application was too expensive for ATNG
to prosecute when you consider their financial situation. Also, the patent
application was nearly abandoned and in serious danger of being totally lost.
Therefore ATNG sold the rights to the technology to another company in exchange
for getting the patent application completed and issued and for future royalties
based on a percentage of gross profits.

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

The notes listed below have been settled as of May 12, 2004

     Notes payable at December 31, 2003 and March 31, 2004 consists of the
following:

<TABLE>
<CAPTION>
<S>                                                                                  <C>        <C>
Related parties                                                                      12/31/03   03/31/04
                                                                                     ---------  ---------
Note payable to officer/ director, unsecured, due on demand, interest at 7%                  0  $       0
Note payable, to officer/director, unsecured, due on demand, interest at 7%                  0          0
Note payable to former officer, unsecured, due on demand, interest at 10% **            90,000     90,000
                                                                                     ---------  ---------
                                                                                     $  90,000  $  90,000
                                                                                     =========  =========


                                       10
<PAGE>
     **This note is in dispute.  There is no valid evidence to support this claim.

Other
Note payable, unsecured, due on demand, interest at 7%                               $       0  $       0
Note payable, unsecured, due on demand, interest at 7%                                       0          0
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
**This note is in dispute.  There is no valid evidence to support this claim.

Note payable, unsecured, due on demand, interest Payable monthly at $5,000 cash,
and 10,000 shares of common stock(Note 7)                                                    0          0
Note payable, unsecured, due on demand, interest at 7% and 10,000 shares of
common stock                                                                                 0          0
Note payable, unsecured, due on demand, interest at $500 per month **                   20,000     20,000
                                                                                     ---------  ---------
                                                                                     $  31,000  $  31,000
                                                                                     =========  =========
**We have been unable to locate any information related to the address of this
individual or documentation to support the validation of the note.

                                                                                      12/31/03   03/31/04
                                                                                     ---------  ---------
Banks
Note payable Bank, due on demand, interest at 7% Payable monthly **                  $       0  $       0

**According to the bank, ATNG never has owed this amount.

Note:  All these notes are being investigated for validity by management.  A
determination should be made during the 2nd quarter of 2004.

NOTE 7 - OTHER OBLIGATIONS

     At December 31, 2003 and March 31, 2004, the Company was obligated to issue
shares of common stock in satisfaction of accounts payable and other contractual
obligations as follows:

                                                                                     12/31/03   03/31/04
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                                                           0          0
                                                                                     ---------  ---------
                                                                                     $ 318,100  $ 318,100
                                                                                     =========  =========
</TABLE>

     To the best of our knowledge, all stock considerations have been settled.

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.


                                       11
<PAGE>
     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).

     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 $103,880 ($.40 cents
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)


                                       12
<PAGE>
     During the year ending December 31, 2003, the Company issued an aggregate
209,954,900 shares of its common stock as follows:

     185,050,000 shares for employee stock incentive program; consideration of
$1,192,658.66

     56,750,000 shares for various professional services.  (31,845,100 shares
were returned to treasury).

     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.

     On September 6, 2003 at a meeting of the shareholders approved a proposal
to change the state of incorporation from Texas to Nevada. In addition, the
total authorized capital stock was increased to 900 million shares of common
stock and 50 million shares of preferred stock.

NOTE 9 - PREFERRED STOCK

     Series A will be composed of 20,000,000 shares, with every share thereof
being convertible into 10 shares of our common stock.  The Series A preferred
stock will have no voting rights prior to conversion into our common stock.

     Series B will be composed of 10,000,000 shares, with no conversion rights
into shares of our common stock.  The Series B preferred stock will have one
vote per share on all matters submitted to a vote of the holders of our common
stock, including, without limitation, the election of directors.

     Series C will be composed of 20,000,000 shares, with no conversion rights
into shares of our common stock.  Each share of Series C preferred stock will
have voting rights equal to 100 votes per share of our common stock on all
matters submitted to a vote of the holders of our common stock, including,
without limitation, the election of directors.

     5,000,000 shares of our Series C preferred stock were issued to Robert C.
Simpson, Ph.D., our sole officer and director and controlling shareholder.
1,000,000 shares of our Series A preferred stock was issued to each of Dr.
Simpson and E. Robert Gates, one of our controlling shareholders.  The
consideration for the issuance of the shares of our preferred stock was the
exchange by Dr. Simpson of 10,000,000 shares of common stock, and the exchange
by Mr. Gates of 8,000,000 shares of common stock.

NOTE 10 - 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
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 Dish Network, Inc. (Dish).  At
December 31, 2001, none of the warrants were issued as Dish had not met
performance requirements pursuant to the agreement.


                                       13
<PAGE>
NOTE 11 - 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 12 - RELATED PARTY TRANSACTIONS

     Related party transactions are as follows:

     At the shareholders meeting on September 6, 2003 the following was
authorized; 5,000,000 shares of our Series C preferred stock was issued to
Robert C. Simpson, Ph.D., our sole officer and director and controlling
shareholder.  1,000,000 shares of our Series A preferred stock was issued to Dr.
Simpson the controlling shareholder.  The consideration for the issuance of the
shares of our preferred stock was the exchange by Dr. Simpson of 10,000,000
shares of common stock.

     During the quarter, ATNG Inc. loaned money to Pathobiotek Inc. for $215,000
to be resolved in the second quarter of 2004. An additional $35,000 was loaned
to Pathobiotek Inc. during the quarter. ATNG Inc. also loaned money to Blue Kiwi
Inc. for $125,000.00 to be resolved in the second quarter of 2004. Also, ATNG
Inc. loaned Matt Jennings (1st US Holdings International) $15,000.00 to be paid
back no later than July 1, 2004. The President of ATNG Inc, Robert C. Simpson,
PhD, is also the Chairman of Pathobiotek Inc. and Blue Kiwi Inc. Pathobiotek
Inc. paid all of the operating expenses for ATNG from October 2002 to June 15,
2003, in addition to some of the expenses between June 15, 2003 and this date.
ATNG is awaiting an invoice from Pathobiotek Inc. for management and consulting
fees for services rendered between October 2002 and this date. Said fees should
offset the loans.

NOTE 13 - 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.  This dispute was settled on March 19, 2004 for $6,402.40.  This
lease has been canceled and we have no further obligation remaining on the
lease.

NOTE 14 - LEGAL PROCEEDINGS

     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


                                       14
<PAGE>
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. This amount is under investigation by new management for
validation.

     The Company can not validate the fact that Crunk loaned money to the
Company. The Company considers Crunk's claims to be without 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. Management believes that Crunk's claim is
alleged without merit.

     The Company intends to defend the lawsuit vigorously. The case is presently
on hold due to actions of Crunk through Federal Court.

     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 can not validate the CNM debt. CNM refused to
provide records required for validation.  Management is disputing all charges by
CNM.  The litigation is in process.  The Company has retained legal counsel to
answer the allegations and pursue counter claims.  The Company denies the
additional off-network charges of $133,000 which were billed retroactively 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 erasing the debt plus damages etc.
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.  The new management is investigating these issues and learning that
validity of the debt is highly questionable.

     On May 12, 2004 the Bankruptcy Court approved the settlements reached
between ATNG Inc. and the Petitioning Creditors and accordingly dismissed the
entire bankruptcy proceeding which had been brought against ATNG.

     The judge signed the order dismissing the Involuntary Petition which was
filed against ATNG on July 15, 2003.  The signing effectively ends all known
legal action against ATNG, including a federal court case in Tennessee and a
state court case in California.  The parties to those pending lawsuits in
California and Tennessee will seek dismissal of those actions in their
respective courts.

NOTE 15 - EXTRAORDINARY EVENTS

     Settlement of old debts - The overall picture of debt reduction

     Liabilities as of 12/31/03 were over $5,000,000 during 2003.  All of the
old debt has been settled except for about $200,000 which has not been
validated.

     We are continuing to pay down all validated debts inherited from prior
management and anticipate having all of the validated debts settled soon.  We
shall continue to work on the not yet validated debt with the intent of settling
upon validation.


                                       15
<PAGE>
     Settlement of old debts - E. Robert Gates and T.C. (Teddy) Kim

     E. Robert Gates and Tag Chong Kim signed off on their debt.  We settled
their combined debt, which was $2,034,703 for a combined amount of $93,500.00.

     E. Robert Gates and T.C. (Teddy) Kim were issued Common Stock of 8,000,000
and 1,000,000 shares respectively.  The market price of the stock on December
31, 2003 was .01/share.  The value was $80,000.00 and $10,000.00 respectively.

     E. Robert Gates and T.C. (Teddy) Kim also received shares of preferred
stock valued at .10/per share.  The shares issued were 25,000 and 10,000 shares
respectively. These are Series A, Preferred Stock shares.  Each share of Series
A, Preferred Stock is convertible to 10 shares of Common Stock and has a value
of $2500.00 and $1,000.00 respectively if converted on 12/31/03.

     Settlement of old debts - Asian Info Link (AIL)-Segment Data Management
(SDM) Asian Info Link (AIL) and Segment Data Management (SDM) were allegedly
purchased by ATNG from Elliot Kang and Roy Kim.  The transaction has been
reversed as though it did not happen - according to the specifications of the
contract and also due to the lack of consideration from the principals of AIL
and SDM.  ATNG paid for AIL-SDM as per the contract but AIL-SDM did not pay
ATNG.  ATNG received no consideration, therefore was the acquisition was NEVER
valid.  Furthermore, the assets of AIL and SDM were moved to another location
and both companies appear to be operating.  Both companies appear to be
operation autonomously.

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 our 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

     During 2001, we commenced operations and earned our initial revenue from
telecommunication services. During the latter part of 2002 we were not able to
raise sufficient capital to continue our business objectives. Therefore, all our
operations ceased, all employees were terminated, all assets were written off
and all liabilities provided for in the financial statements at December 31,
2002.  Since then, Dr. Robert Simpson has either provided working capital or
facilitated the acquisition of working capital to revitalize the business.


                                       16
<PAGE>
     Our current purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a
corporation which is registered under the Securities Exchange Act of 1934 (the
"Exchange Act").  We do not restrict our search to any specific business;
industry or geographical location and we may participate in a business venture
of virtually any kind or nature.  This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities.

     We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes.  We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     As part of our investigation of potential merger candidates, our officers
and directors will meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of our financial
resources and management expertise.  The manner in which we participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of us and other parties, the management of the opportunity, our
relative negotiation strength and that of the other management.

     Management intends to concentrate on identifying preliminary prospective
business opportunities that may be brought to its attention through present
associations of our officers and directors, or by our shareholders.  In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact our proposed activities; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services or trades; name identification; and other
relevant factors.  Our officers and directors will meet personally with
management and key personnel of the business opportunity as part of their
investigation.  To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors.  We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

     We will not restrict its search to any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation or which is in essentially any stage of its corporate life.
It is impossible to predict at this time the status of any business in which we
may become engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded or may seek other perceived
advantages which we may offer.

     We are over a year into a turnaround period with the negotiation for
strategic alliances acquisitions of several entities that can provide steady
significant growth to us.  The first acquisition is planned for May 12, 2004.

     In this Form 10-QSB Quarterly Report, references to "us" refer to ATNG Inc
and our subsidiaries, unless the context indicates otherwise.

FIRST QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS

SALES

     We have generated no sales revenues during the period covered by this Form
10-QSB.


                                       17
<PAGE>
LOSSES

     Net loss for the three months ended March 31, 2004, was $638,187.  The loss
is primarily attributable to the costs associated with our of several lawsuits
and expenses relating to administration.

     We expect to become profitable in fiscal year 2004 through acquisitions of
at least two of our strategic partners.  There can be no assurance that we will
achieve or maintain profitability, generate revenue or sustain future growth.

RESULTS OF OPERATIONS

     During the quarter ended March 31, 2004, we incurred an operating loss of
$638,187 and had no revenues.  The loss featured, advertising, general and
administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     As discussed by our accountants in the audited financial statements
included in Item 7 of our Annual Report on Form 10-KSB for the year ended
December 31, 2003, our revenue is currently insufficient to cover our costs and
expenses. Dr. Robert Simpson, our director and chief executive officer,
continues to provide us the funds needed to continue its development and
operations. To the extent our revenue shortfall exceeds this stockholder's
willingness and ability to continue providing us the funds needed, 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 management anticipates that our current financing strategy of private
debt and equity offerings will meet its anticipated objectives and business
operations for the next 12 months.  Management continues to evaluate
opportunities for corporate development.  Subject to its ability to obtain
adequate financing at the applicable time, we may enter into definitive
agreements on one or more of those opportunities.

RECENT DEVELOPMENTS

     On January 27, 2004, we received a request from DK Holdings, L.L.C.
pursuant to Rule 14d-5 under the Securities Exchange Act of 1934, as amended.
On January 27, 2004, we responded to DK Holdings, L.L.C. that as soon as its
request was made in proper form, we would comply with the request as required by
law.  We have no previous knowledge of DK Holdings, L.L.C. or what its
intentions might be.

     Rule 14d-5 of the Exchange Act typically is used in connection with tender
offers.  As of the date of this Report, we have no information with respect to
any tender offer for our securities.  As soon as we possess such information,
appropriate disclosures will be made as required by law.

     At a status conference held by the Bankruptcy Court and attended by our
counsel and counsel for the petitioning creditors on April 7, 2004, it was
announced to the Court that we have reached a settlement agreement with all
petitioning creditors to dismiss the involuntary bankruptcy petition which the
Petitioning Creditors had filed against us on July 15, 2003, in Case No. LA
03-28687-BB, pending in the U.S. Bankruptcy Court for the Central District of
California in Los Angeles.  The settlement agreement is subject to Bankruptcy
Court approval.  A final court hearing to obtain such approval is scheduled for
May 12, 2004.  Our counsel is optimistic that the Bankruptcy Court will approve
the proposed settlement at the time of the final hearing.

     When such settlement is approved, the involuntary bankruptcy case will be
dismissed in its entirety, and such settlement will also enable all other
material litigation pending against us to be finally resolved and dismissed,
that being the cases of James M. Crunk v. ATNG, Case No. 01-CV-2573 pending in
the U.S. District Court for the Western District of Tennessee, and CNM Network,
Inc. v. ATNG, Case No. SC070673 pending in the Superior


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<PAGE>
Court of Los Angeles County, California.  Both Crunk and CNM Network, Inc. have
signed settlement agreements with us.

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.

     Please see "Recent Developments" in Item 2, above.

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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.


                                       19
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.                                IDENTIFICATION OF EXHIBIT
-----------                                -------------------------
<S>          <C>
  3.1**      Articles of Incorporation
  3.2**      Bylaws
  31.1*      Certification of Dr. Robert 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 Dr. Robert 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 Dr. Robert 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 Dr. Robert 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
<FN>
__________
*     Filed herewith.
**   Previously  filed.
</TABLE>

(b)  Reports  on  Form  8-K.

     Form 8-K filed January 28, 2004 regarding a request from DK Holdings,
L.L.C. pursuant to Rule 14d-5 under the Securities Exchange Act of 1934, as
amended.

     Form 8-K filed April 12, 2004 regarding a settlement agreement with all
petitioning creditors to dismiss the involuntary bankruptcy case filed against
us in the U.S. Bankruptcy Court for the Central District of California in Los
Angeles.

                                   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 May _____ , 2004.

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


                                       20
<PAGE>