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, 2003.

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

          For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 000-28519

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

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

    1549 N. LEROY STREET, SUITE D-200, 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, 2003,
78,410,000 shares of the issuer's common stock were outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION 3
     Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . .3
          Balance Sheet as of September 30, 2003 and 2002 . . . . . . . . . . .3
          Statement of Cash Flows as of September 30, 2003 and 2002 . . . . . .4
          Statement of Loss as of September 30, 2003 and 2002 . . . . . . . . .5
          Notes to Financial Statements . . . . . . . . . . . . . . . . . . 6-16
     Item 2. Management's Discussion and Analysis or Plan of Operation. . . . 16
     Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . 18
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 18
     Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 18
     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


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

ITEM 1.  FINANCIAL STATEMENTS.

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

                                                            September 30,
                                                                2003         December 31, 2002
                             ASSETS                           UNAUDITED
                                                           ------------------------------------
<S>                                                        <C>              <C>
     CURRENT ASSETS
        Cash                                               $        9,528   $                -
        Accounts Receivable (Related Party)                       204,784   $                -
                                                           ------------------------------------
     TOTAL CURRENT ASSETS                                  $      214,312   $                -

                                                           ------------------------------------
     TOTAL ASSETS                                          $      214,312   $                -
                                                           ====================================

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

     OTHER OBLIGATIONS                                            320,300              319,700

     STOCKHOLDER'S DEFICIENCY
        Common Stock, $.0001 par value:
        Authorized 900,000,000
        Issued 96,410,000
        Outstanding 78,410,000 and 38,560,000
        Respectively                                                7,841                3,856
        Series A, Non-Voting Convertible Preferred Stock
        20,000,000 Authorized, 2,000,000 Shares Issued                800                    -
        Series B, Non-Convertible Preferred Stock
        10,000,000 Authorized,  -0- Issued                              -                    -
        Series C, Non-Convertible Preferred Stock
        20,000,000 Authorized,  5,000,000 Issued                    1,000                    -
        Capital in Excess of Par Value                         19,295,729           18,499,519
        Deficit Accumulated During Development Stage          (24,994,588)         (24,374,636)
                                                           ------------------------------------
     TOTAL STOCKHOLDER'S DEFICIENCY                            (5,689,218)          (5,871,261)
                                                           ------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY        $      214,312   $                -
                                                           ====================================


               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


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


                                                                                                      Cumulative from
                                                                           Nine Months Ended           Inception of
                                                                                                      January 20, 2000
                                                                        September    September 30,    to September 30,
                                                                        30, 2003         2002               2003
                                                                        UNAUDITED                         UNAUDITED
                                                                       -----------  ---------------  ------------------
<S>                                                                    <C>          <C>              <C>
Cash Flows From Operating Activities
   Net income (loss)                                                     (619,951)     (11,346,884)        (24,994,588)
 Adjustments to reconcile net (loss) to net cash (used) by operating
 activities:
   Depreciation                                                                              9,798              48,544
   Amortization of prepaid advertising                                                     887,500           2,275,000
   Debt for expenses                                                                                            80,433
   Write off of excess purchase price of investment subsidiary                           3,162,202           3,162,202
   Write off of fixed assets                                                               127,257             127,255
   Write off of intellectual property                                                        5,538             113,253
   Write off of marketable securities                                                    1,387,500             149,792
   Write off of Korean Joint Venture                                                                           600,000
   Write off of prepaid advertising
   Common stock warrants issued for services                                             2,742,127              21,548
   Common stock issued for debt                                                                                100,953
   Common stock issued for services, salaries and interest                801,995                -           7,521,698
   Common stock issued for advertising                                                     109,800           3,109,800
   Common stock issued for investment banking services                                   1,385,550           1,385,550
   Net change in other obligations                                            600                              177,460
 Changes in assets and liabilities
   (Increase) decrease in accounts receivable, prepaids and others       (204,785)         855,936            (155,591)
   Increase (decrease) in accounts payable, and accrued expenses           56,669          513,878           4,468,970
   Increase (decrease) in deferred revenue                                                (261,825)           (201,470)
                                                                       -----------  ---------------  ------------------
  Net cash provided (used) in operating activities                         34,528         (421,623)         (2,009,191)
 Cash Flows From Investing Activities
   Cash paid for property and equipment                                                    (19,048)            (87,602)
   Acquisition of subsidiaries not of cash acquired                                          5,585               5,585
   Cash paid for intellectual property                                                                        (113,253)
   Investment in Korean Joint Venture                                                                         (600,000)
                                                                       -----------  ---------------  ------------------
  Net cash provided (used) in investing activities                              -          (13,463)           (795,270)
 Cash Flows From Financing Activities
   Proceeds from borrowing-related                                                         128,763             583,763
   Repayment of borrowing-related                                                          (48,976)           (113,176)
   Proceeds from borrowing-other                                                            45,000             415,000
   Repayment of borrowing-other                                           (25,000)         (30,000)            (52,000)
   Proceeds from borrowing-bank                                                             74,076              74,076
   Cash paid for offering costs                                                                               (102,958)
   Proceeds from sale of common stock                                                      187,750           2,009,284
                                                                       -----------  ---------------  ------------------
  Net cash provided (used) in financing activities                        (25,000)         356,613           2,813,989
                                                                       -----------  ---------------  ------------------
Net Increase (Decrease) in Cash                                             9,528          (78,473)              9,528
Cash Beginning of Period                                                        -           82,069                   -
                                                                       -----------  ---------------  ------------------
Cash End of Period                                                     $    9,528   $        3,596   $           9,528
                                                                       ===========  ===============  ==================

                       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


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


                                         Three Months Ended September Nine Months Ended September   Cumulative from
                                                      30                          30                 Inception of
                                                                                                    January 20, 2000
                                                                                                    to September 30,
                                              2003          2002          2003          2002              2003
REVENUES                                    UNAUDITED                   UNAUDITED                      UNAUDITED
                                          ------------  ------------  ------------  -------------  ------------------
<S>                                       <C>           <C>           <C>           <C>            <C>
   Telecommunications Services-Net                  -        32,577             -        331,239             668,520
   Advertising-Net                                  -       157,271             -        358,527             306,821
   Services and Other-Net                           -         2,852             -         89,397              92,715
                                          ------------  ------------  ------------  -------------  ------------------
TOTAL REVENUES                                      -       192,700             -        779,163           1,068,056

OPERATING EXPENSES
   Cost of Services                                 -       205,133             -        746,891           1,669,206
   Advertising                                      -       283,500             -      1,013,312           4,401,746
   General & Administrative                     4,051     2,090,845       619,951      4,802,998          11,573,949
   Interest                                         -        63,095             -        243,389             447,376
   Depreciation                                     -                           -          9,798              48,544
                                          ------------  ------------  ------------  -------------  ------------------
TOTAL OPERATING EXPENSES                        4,051     2,642,573       619,951      6,816,388          18,140,821

OTHER EXPENSES
   Disposal of Fixed Assets                                  62,448             -        127,255             127,255
   Excess of purchase price over net
   book value of  acquired subsidiaries                                         -      3,162,202           3,162,202
   Investment banking fee                                                       -      1,909,640           1,909,640
   Merger and reorganization costs                           43,000             -        110,561             472,181
   Write off of intellectual property                                                                        113,253
   Write off of prepaid advertising                                                                        1,387,500
   Write off of investment in
   marketable securities                                                                                     149,792
   Write off of investment in joint
   venture                                                                                                   600,000
                                          ------------  ------------  ------------  -------------  ------------------
TOTAL OTHER EXPENSES                                -       105,448             -      5,309,658           7,921,823
                                          ------------  ------------  ------------  -------------  ------------------

NET GAIN (LOSS)                           $    (4,051)  $(2,555,321)  $  (619,951)  $(11,346,883)  $     (24,994,588)
                                          ============  ============  ============  =============  ==================

Net Gain (Loss) Per Common Share Basic
and Diluted                                     (0.00)        (0.07)        (0.01)         (0.34)              (0.62)

Weighted Average Number of Shares
Outstanding Basis and Diluted              47,826,543    37,279,256    56,863,087     33,212,238          40,519,391



                         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


                                        5
<PAGE>
                                   ATNG, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

                                   (UNAUDITED)
                                   -----------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS COMBINATION

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

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

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

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

During  the  latter  part of 2002, the Company 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


                                        6
<PAGE>
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.

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.


                                        7
<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 Nutraceutical sales, 1st
U.S.  Insurance Company of Nevada revenues, consulting fees, management fees and
the  sale  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).


                                        8
<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.  At  December  31,  2001  and  2002,  there  were  no  cash
equivalents.

NEW  TECHNICAL  PRONOUNCEMENTS

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

In  June  2001,  the FASB also approved for issuance SFAS 143, "Asset Retirement
Obligations".  SFAS  143  establishes  accounting  requirements  for  retirement
obligations  associated  with  tangible  long-lived  assets,  including


                                        9
<PAGE>
(1)  the  timing  of  the  liability recognition, (2) initial measurement of the
liability,  (3)  allocation of assets retirement cost to expense, (4) subsequent
measurement  of  the  liability and (5) financial statement disclosure. SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the  related  long-lived asset and subsequently allocated to expense using a
systematic  and  rational  method.  The provisions of SFAS 143 are effective for
financial  statements issued for fiscal years beginning after June 15, 2002. The
adoption  of SFAS 143 is not expected to have a material effect on the Company's
financial  position,  results  of  operations  or  cash  flows.

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

FAIR  VALUE

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

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".

RECLASSIFICATION

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

NOTE  2  -  BASIS  OF  ACCOUNTING

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

The Company requires financing to fund its future operations and will attempt to
meet  its  ongoing  liabilities  as  they  fall  due  through the sale of equity
securities  and/or  debt  financing.  There can be no assurance that the Company
will  be  able to raise the necessary financing to continue in operation or meet
its  liabilities  as  they  fall due or be successful in achieving profitability
from  its  operations.  Should  the  Company  be  unable to realize the carrying


                                       10
<PAGE>
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, 2002 and September 30, 2003, the Company had no fixed assets.

NOTE 4 - INTELLECTUAL PROPERTY

At December 31, 2002, intellectual property consists of:

Patent application costs $ -0-

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

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

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.


                                       11
<PAGE>
<TABLE>
<CAPTION>
NOTE 6 - NOTES PAYABLE

     ----------------------------------------------------------------------------------
<S>                                                                 <C>       <C>
     Notes payable at September 30, 2003 and December 31, 2002
     consists of the following:
     -------------------------------------------------------------  --------  ---------
     Related  parties                                                9/30/03   12/31/02
     -------------------------------------------------------------  --------  ---------
     Note payable to officer/ director, unsecured, due on demand,
     interest at 7%                                                 $243,805  $ 243,805
     -------------------------------------------------------------  --------  ---------
     Note payable, to officer/director, unsecured, due on demand,
     interest at 7%                                                  135,692    135,692
     -------------------------------------------------------------  --------  ---------
     Note payable to former officer, unsecured, due on demand,
     interest at 10%                                                  90,000     90,000
     -------------------------------------------------------------  --------  ---------
                                                                    $469,497  $ 469,497
     -------------------------------------------------------------  ========  =========
     Other
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand interest at 7%          $112,000  $ 112,000
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand, interest at 7%           50,000     50,000
     -------------------------------------------------------------  --------  ---------
     Notes payable, unsecured, due December 27, 2001 to January
     12, 2002, interest at 8%, convertible to common stock                 0          0
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due May 26, 2001, interest at 8%        11,000     11,000
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand, interest payable
     monthly at $5,000 cash, and 10,000 shares of common stock
     (Note 7)                                                        100,000    100,000
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand, interest at 7% and
     10,000 shares of common stock                                    25,000
     -------------------------------------------------------------  --------  ---------
     Note payable, unsecured, due on demand, int at $500 per
     month                                                            20,000     20,000
     -------------------------------------------------------------  --------  ---------
                                                                    $293,000  $ 318,000
     -------------------------------------------------------------  ========  =========

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

     -------------------------------------------------------------  --------  ---------
     Note: All these notes are being investigates for validity by
     management.  A determination should be made during the 1st
     quarter of 2004.
     ----------------------------------------------------------------------------------
</TABLE>

NOTE  7  -  OTHER  OBLIGATIONS

At  September 30, 2003 and December 31, 2002, the Company was obligated to issue
shares of common stock in satisfaction of accounts payable and other contractual
obligations  as  follows:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------
                                                     9/30/03   12/31/02
     ----------------------------------------------  --------  ---------
<S>                                                  <C>       <C>
     30,000 shares as additional consideration for
     borrowings (Note 6)
     ----------------------------------------------  --------  ---------
     2,500 shares - other                            $  2,500  $   2,500
     ----------------------------------------------  --------  ---------
     51,000 shares for consulting services            135,600    135,600
     ----------------------------------------------  --------  ---------
     Shares at market price for services              180,000    180,000
     ----------------------------------------------  --------  ---------
     60,000 shares for interest on debt                 1,600      1,600
     ----------------------------------------------  --------  ---------
                                                     $319,700  $ 319,700
     ------------------------------------------------========  =========
</TABLE>


                                       12
<PAGE>
NOTE  8  -  COMMON  STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

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).


                                       13
<PAGE>
4,803,658  shares for services of employees and consultants valued at $2,433,824
($.09  cents  to  $3.50  per  share).

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

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

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

39,847 shares in exchange for loans of $75,000, valued at $45,000

($.99 cents to $1.50 per share)

During  the  nine  months  ending  September  30,  2003,  the  Company issued an
aggregate  74,776,050  shares  of  its  common  stock  as  follows:

46,800,000  shares  for  employee  stock  incentive  program;  consideration  of
$266,326.

27,976,050 shares for various professional services.

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

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

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  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 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,


                                       14
<PAGE>
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 Dishnetwork, Inc. (Dish).  At
December  31,  2001,  none  of  the  warrants  were  issued  as Dish had not met
performance  requirements  pursuant  to  the  agreement.

NOTE 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:

Accounts  Payable  at December 31, 2001 includes $54,952 due to a former officer
of  the  Company  for salary and expenses due as of the date of his termination.
This  amount  is  under  investigation  by  new  management  for  validation.

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

During  2001,  certain  officer/directors/founders  of  the  Company  had  loan
transactions  with  the  Company as follows: $20,000 cash from a former officer.
The  Company  paid  an officer/director/founder $1,000 on an outstanding loan in
2001.  This  amount  is  under  investigation  by new management for validation.

Accrued salaries at December 31, 2001 includes $617,693 and $582,426 due to each
of  two  officers/directors/founders pursuant to their employment agreements and
$86,978  due to two officers of the Company.  This amount is under investigation
by  new  management  for  validation.

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 each of Dr.
Simpson  and  E.  Robert  Gates,  one  of  our


                                       15
<PAGE>
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  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
amount  is  under  investigation  by  new  management  for  validation.

NOTE  14  -  LEGAL  PROCEEDINGS

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

B.  On  February  27,  2002,  CNM Network, Inc. sued the Company alleging unpaid
invoices  of  approximately $500,000 for telephone service provided to customers
of  the Company.  CNM Network, Inc. discontinued service to the customers of the
Company  on  January 26, 2002, leaving the Company no choice but to seek another
network  provider.  The  Company  can  not  validate  the CNM debt.  CNM refused
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.


                                       16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Forward-Looking  Information

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

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

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

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

GENERAL

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

RESULTS  OF  OPERATIONS

Three  months  ended September 30 2003, compared to three months ended September
--------------------------------------------------------------------------------
30,  2002.
----------

     Revenues  for the three month period ended September 30, 2003, decreased to
$0  as compared to $192,700 for the three month period ended September 30, 2002,
as  the  result  of  closing  the  operations  of  the  company.

     Operating  costs  have decreased to $4,051 for the three month period ended
September  30,  2003, as compared to $2,642,573 for the three month period ended
September  30,  2002.  This  decrease  is  due  to  the  closing  of operations.

     During  the  three  months  ended  September 30, 2003, we had a net loss of
$(4,051),  as  compared  to  $(2,555,321)  a  year  ago.


                                       17
<PAGE>
Nine  months  ended  September 30, 2003, compared to nine months ended September
--------------------------------------------------------------------------------
30, 2002.
---------

     Revenues  for  nine  month  period  ended  September 30, 2003, decreased to
$0 as compared  to  $779,163 for the nine month period ended September 30, 2002,
as  the  result  of  the  loss  of customers and the decrease in average rate to
maintain existing  customers  in  this  competitive  telecom  environment.

     General,  administrative  and  selling costs have decreased to $619,951 for
the  nine  month  period ended September 30, 2003, as compared to $6,816,388 for
the  nine month period ended September 30, 2002. This decrease is due to winding
down  of  telecommunications  operations.

     During  the  nine  months  ended  September  30, 2003, we had a net loss of
$(619,951),  as  compared  to  $(11,346,883)  a  year  ago.

OFF-BALANCE  SHEET  ARRANGEMENTS

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

ITEM  3.  CONTROLS  AND  PROCEDURES.

     As  of  September  30,  2003, our management, including our Chief Executive
Officer  and  Chief Financial Officer, evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, pursuant to Rule 13a-14
and  15d-14  of  the Securities Exchange Act of 1934.  Based on that evaluation,
the  Chief  Executive  Officer  and  Chief  Financial Officer concluded that the
disclosure  controls  and procedures are effective in ensuring that all material
information  required  to  be  disclosed  in  the  reports the Company files and
submits  under  the Exchange Act is recorded, processed, summarized and reported
as  and  when  required.

     In  connection  with  the  evaluation  by  management,  including our Chief
Executive  Officer  and  Chief  Financial  Officer, of our internal control over
financial  reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during
the  quarter  ended  September  30,  2003  were  identified that have materially
affected,  or  are  reasonably likely to materially affect, our internal control
over  financial  reporting.

                           PART II - OTHER INFORMATION

ITEM  1.  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 provided
certain  benefits.  Crunk  alleges  that  he was induced to come to work for the
Company through a series of misrepresentations about the Company and the benefit
that  it  would  provide  to  Crunk.  Crunk  alleges that he loaned money to the
Company  that  was  never  repaid.  He  alleges  further  that he was terminated
without  cause  in  violation  of  his  employment contract and that the Company
terminated  him  because  he  threatened  to  expose  certain  allegedly illegal
conduct.  Crunk  has  alleged  four  causes  of  action: 1) Promissory Fraud; 2)
Breach  of  Contract;  3)  Civil  Violations  of  RICO; and 4) violations of the
Tennessee  Public  Protection  Act.  Crunk  seeks  actual damages of $2,000,000,
treble  damages  and  attorney  fees.

     The  Company  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
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


                                       18
<PAGE>
provider.  The  Company  can  not  validate the CNM debt. CNM refused 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.

     The  Company was forced to defend an Involuntary Petition filed on July 15,
2003 by three creditors in the Bankruptcy Court in Los Angeles, California under
Case  No. 03-28687-BB.  The case relates to an old debt related to the Company's
telecom  business  that was based in California, which has not been the focus of
our  business  since late 2002.  It appears that all of these claims are already
being  litigated  in  separate  lawsuits  in  Tennessee  and  California.

     The  Company  is  vigorously  contesting  being forced into bankruptcy. The
Company  is  filing  a motion to dismiss the bankruptcy which should be heard by
the  judge  in  early  December  2003.  The  Company  believes  that  it will be
successful  in its quest to be released from the bankruptcy. That will allow the
Company  to  focus  its  energies  on current endeavors which are very likely to
result  in  favorable  growth  of  the  Company.

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


                                       19
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits.

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

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


     (b)  Reports on Form 8-K.

     On  September  6,  2003,  our shareholders voted to approve a change in our
state of incorporation from Texas to Nevada by means of a merger permitted under
the  corporate  statutes  of  both  states.


                                       20
<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 11, 2003.

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





                            INTENTIONALLY LEFT BLANK




                                       21
<PAGE>