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 June 30, 2003.

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

         For the transition period from _______ to ________


                       COMMISSION FILE NUMBER: __________


                                   ATNG, INC1.
                 (Name of small business issuer in its charter)
<TABLE>
<CAPTION>
<S>                                                                      <C>
                             TEXAS                                                    76-0510754
 (State or other jurisdiction of incorporation or organization)          (I.R.S. Employer Identification No.)

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

</TABLE>
                                 (810) 714-1011
                           (Issuer's telephone number)

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

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the  latest  practicable  date:  As of June 30,  2003,
59,170,856 shares of the issuer's common stock were outstanding.

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




                                       1
<PAGE>

                                TABLE OF CONTENTS


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

                                       2

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

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

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

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

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

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

OTHER OBLIGATIONS                                                         320,300                  319,700

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



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

                                       3

<PAGE>



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

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


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

                                       4

<PAGE>



                                   ATNG, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS

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

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

OTHER EXPENSES
    Disposal of Fixed Assets                                                            -            64,807              127,255
    Excess of purchase price over net
    book value of  acquired
    subsidiaries                                                  215,656               -         3,162,202            3,162,202
    Investment banking fee                                        490,550               -         1,909,640            1,909,640
    Merger and reorganization costs                                                     -            67,561              472,181
    Write off of intellectual property                                                                                   113,253
    Write off of prepaid advertising                                                                                   1,387,500
    Write off of investment in
    marketable securities                                                                                                149,792
    Write off of investment in joint
    venture                                                                                                              600,000
                                         ---------------    --------------   -------------    --------------    -----------------
TOTAL OTHER EXPENSES                                  -           706,206               -         5,204,210            7,921,823
                                         ---------------    --------------   -------------    --------------    -----------------

NET GAIN (LOSS)                            $  (499,800)     $ (1,929,754)      $(615,900)     $ (8,791,564)       $ (25,016,566)
                                         ===============    ==============   =============    ==============    =================

Net Gain (Loss) Per Common Share Basic
and Diluted                                      (0.01)            (0.06)          (0.01)            (0.28)               (0.58)

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

</TABLE>



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

                                       5

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

NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS COMBINATION

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

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

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

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

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

PROPERTY AND EQUIPMENT

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

INTELLECTUAL PROPERTY

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

                                       6
<PAGE>

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

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

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

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

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

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

MARKETABLE SECURITIES

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

DEFERRED OFFERING COSTS

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

REVENUE RECOGNITION

         Revenue is recognized  as services are provided to  customers.  Monthly
recurring  charges  include  fees  paid  by  customers  for  lines  of  service,
additional  features on those lines and  co-location  space.  These  charges are

                                       7
<PAGE>

billed monthly, in advance, and are fully earned during the month. Usage charges
and reciprocal  compensation  charges are billed in arrears and are fully earned
when  billed.  Initial,  non-recurring  fees are  deferred  and  amortized  over
estimated customer lives.

ADVERTISING

         The Company expenses costs of print and media  advertisements as of the
first date the  advertisements  took place.  Advertising costs which have future
benefits,  generally  in the  form  of  revenue,  are  capitalized  and  will be
amortized  on a  cost-pool-by-cost-pool  basis over the period  during which the
future  benefits  are  expected to be received  based on the ratio that  current
period revenues for the direct-response  advertising cost pool bear to the total
of    current    and    estimated    future    period    revenues    for    that
direct-response-advertising   cost  pool.  These  costs  consist  of  radio  and
newspaper  advertising  requiring  response to a toll free  telephone  marketer.
Management estimates that the amortization period will not exceed two years, and
will  periodically   review  and  assess  the   recoverability  of  the  prepaid
advertising  and write  down the  asset to its  estimated  recoverable  value if
deemed necessary.  As of December 31, 2001, advertising costs of $2,275,000 were
recorded in prepaid expenses, of which $1,110,000 is non-current. As of December
31, 2002, all  advertising has been written off as the Company had no operations
and the prepaid advertising had no recoverable value.

IMPAIRMENT OF LONG-LIVED ASSETS

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

INCOME TAXES

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

USE OF ESTIMATES

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

(LOSS) PER SHARE

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

SHARE BASED COMPENSATION

         In October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was
issued.  This standard  defines a fair value based method of  accounting  for an
employee  stock  option or  similar  equity  instrument.  This  statement  gives
entities a choice of recognizing  related  compensation  expense to employees by
adopting the fair value method or to continue to measure  compensation using the

                                       8
<PAGE>

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

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

FAIR VALUE

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


                                       9
<PAGE>



CONCENTRATION OF CREDIT RISK

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

COMPREHENSIVE INCOME

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

RECLASSIFICATION

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

NOTE 2. - BASIS OF ACCOUNTING

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

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

NOTE 3 - PROPERTY AND EQUIPMENT

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

NOTE 4 - INTELLECTUAL PROPERTY

         At December 31, 2002, intellectual property consists of:

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

         During the year ended  December 31, 2002 the Patent  application  costs
were written off as the Company had no financing to continue the development.

         The Company  entered into an agreement,  dated April 22, 2000,  with an
individual  and  unrelated  companies  to  purchase  intellectual  property  for
voice/speech compression which can be implemented in either computer software or
electronic hardware. The other parties failed to perform their obligations under
the original  agreement.  The agreement  with the individual was assigned to the
Company and amended on September 21, 2000. As of December 31, 2000,  the Company
paid $71,076 towards the purchase of the intellectual property.

         Pursuant to the agreement entered into with the individual on September
21, 2000, the Company agreed to issue him and hold in escrow,  1,500,000  shares
of the  Company's  common  stock.  The shares will be  released  from escrow and
transferred to the individual, in 500,000 share increments,  upon the meeting of
certain  conditions.  As of  December  31,  2000,  none of the  shares  had been

                                       10
<PAGE>

released from escrow.  In August 2001, the first project  completion  benchmark,
filing of a patent  application,  was met, and the Company  released from escrow
and charged to operations 500,000 shares, valued at $3,000,000.

NOTE 5 - INVESTMENTS

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

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

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

NOTE 6 - NOTES PAYABLE

         Notes payable at December 31, 2001 and 2002 consists of the following:

         Related parties
<TABLE>
<CAPTION>

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

                                                                                 $  469,497      $  469,497
                                                                                 ==========      ==========
         Other

                                                                                   6/30/03        12/31/02
        Note payable, unsecured, due on demand interest at 7%                    $  112,000      $  112,000
        Note payable, unsecured, due on demand, interest at 7%                       50,000          50,000
        Notes payable,  unsecured, due December 27, 2001 to January 12, 2002,
            interest at 8%, convertible to common stock                                   0               0
        Note payable, unsecured, due May 26, 2001, interest at 8%                    11,000          11,000
        Note payable,  unsecured,  due on demand, interest payable monthly at
            $5,000 cash, and 10,000 shares of common stock (Note 7)                 100,000         100,000
        Note  payable,  unsecured,  due on demand,  interest at 7% and 10,000
            shares of common stock                                                                   25,000
        Note payable, unsecured, due on demand, int at $500 per month                20,000          20,000
                                                                                  ---------      ----------
                                                                                  $ 293,000      $  318,000
                                                                                  =========      ==========
        Banks                                                                       6/30/03       12/31/02
                                                                                  ---------
        Note payable Bank, due on demand, interest at 7% Payable monthly          $ 300,000      $  300,000
                                                                                  ---------      ----------
</TABLE>

                                       11
<PAGE>

NOTE 7 - OTHER OBLIGATIONS

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

                                                                                  6/30/03      12/31/02


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

NOTE 8 - COMMON STOCK

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

         o        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.

         o        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.

         o        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.

         o        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).

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

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

         o        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:

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

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

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

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

         o        500,000 shares pursuant to advertising  agreement with Premier
Radio Network, valued at $3,000,000 ($6.00 per share).


                                       12
<PAGE>

         o        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).

         o        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).

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

         o        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:

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

         o        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).

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

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

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

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

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

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

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

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

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

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

NOTE 9 - WARRANTS

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

         o        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.


                                       13
<PAGE>

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

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

NOTE 10 - SIGNIFICANT TRANSACTIONS AND EVENTS

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

         o        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.

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

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

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

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

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

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

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

NOTE 11 - RELATED PARTY TRANSACTIONS

         Related party transactions are as follows:

         o        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.

         o        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.

         o        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.

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


                                       14
<PAGE>



NOTE 12 - COMMITMENTS AND CONTINGENCIES

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

NOTE 13 - LEGAL PROCEEDINGS

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

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

         The Company  intends to defend the lawsuit  vigorously  when it has the
funds to do so. The case is presently set for trial on September 29, 2003.

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

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

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

Forward-Looking Information

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


                                       15
<PAGE>

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

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

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

GENERAL

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

RESULTS OF OPERATIONS

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

         Revenues for the three month  period ended June 30, 2003,  decreased to
$0 as compared to $174,674 for the three month  period  ended June 30, 2002,  as
the result of closing the operations of the company.

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

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

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

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

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

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


                                       16
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES



RECENT DEVELOPMENTS



OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES.

         (a)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

         (b)      CHANGES IN INTERNAL CONTROLS.

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

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

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


                                       17
<PAGE>

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

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

ITEM 2.  CHANGES IN SECURITIES.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None


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

         None


ITEM 5.  OTHER INFORMATION.

         None



                                       18
<PAGE>



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

         (a)      Exhibits.

<TABLE>
<CAPTION>
    EXHIBIT NO.                                     IDENTIFICATION OF EXHIBIT

<S>                  <C>
       3.1*          Articles of Incorporation of ATNG, Inc. filed March 4, 1999.
       3.2*          By-Laws of ATNG, Inc. filed March 4, 1999.
      31.1**         Certification of Robert Simpson,  President,  Chief Executive Officer of ATNG, pursuant to 18
                     U.S.C.ss.1350, as adopted pursuant toss.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.ss.1350, as adopted pursuant toss.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.ss.1350, as adopted pursuant toss.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.ss.1350, as adopted pursuant toss.906 of the Sarbanes-Oxley Act of 2002.
</TABLE>
----------
*    Previously filed
**   Filed herewith.

         (b)      Reports on Form 8-K.

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

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


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<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 July 31, 2003.

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










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