SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10QSB/A
                                 Amendment No. 1


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                               CIK NO.: 0001098329

                               For Quarter Ended
                                 March 31, 2002

                                   ATNG, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
======================================== ===================================== ===============================
                 TEXAS                                 0-28519                           76-0510754
                 -----                                 -------                           ----------
---------------------------------------- ------------------------------------- -------------------------------
    (State or other jurisdiction of            (Commission File Number)         (IRS Employer Identification
            incorporation)                                                                  No.)
======================================== ===================================== ===============================
</TABLE>

         3435 Wilshire Blvd., Suite 2040, Los Angeles, California 90010
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (213) 401-2031
                                 --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                    Yes   X         No
                                        -----         -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


                         31,743,353 as of March 31, 2002


<PAGE>
                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                                    ATNG, Inc.
                                          (A Development Stage Company)
                                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S>                                                                        <C>                   <C>
                                                      ASSETS

                                                                              March 31,            December 31,
                                                                                 2002                 2001
                                                                             (Unaudited)
                                                                           -------------------------------------
CURRENT ASSETS
              Cash                                                         $         17,365      $       82,069
              Prepaid Advertising                                                 1,135,000           1,165,000
              Accounts Receivable-Net                                                96,032              25,000
              Other                                                                  27,007              16,805
                                                                           -------------------------------------
                          Total Current Assets                                    1,275,403           1,288,874

PROPERTY AND EQUIPMENT-NET                                                           50,480              64,807

INTELLECTUAL PROPERTY                                                                 5,538               5,539

PREPAID ADVERTISING                                                                 832,500           1,110,000
                                                                           -------------------------------------

                                                                           $      2,163,922      $    2,469,220
                                                                           =====================================


              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
              Accounts Payable                                             $      1,085,410      $    1,073,913
              Accrued Salaries                                                    1,907,763           1,635,019
              Payroll Taxes                                                         369,755             262,425
              Accrued Interest                                                       65,712              43,193
              Notes Payable-Related                                                 411,000             389,710
              Notes Payable-Other                                                   273,000             348,000
              Notes Payable-Bank                                                    300,000
              Deferred Income                                                        14,080              60,355
                                                                           -------------------------------------
                          Total Current Liabilities                               4,426,720           3,812,615
                                                                           -------------------------------------
OTHER OBLIGATIONS                                                                 3,780,354             186,750
                                                                           -------------------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
              Common Stock, $.0001 par value:
              Authorized 100,000,000
              Issued 32,743,353; 30,352,728 respectively;
              Outstanding 31,743,353; 29,352,728 respectively                         3,175               2,935
              Capital in Excess of Par Value                                     13,806,673          11,371,563
              Deficit Accumulated During Development Stage                      (19,852,999)        (12,904,643)
                                                                           -------------------------------------

                          Stockholders' Deficiency                               (6,043,152)         (1,530,145)
                                                                           -------------------------------------

                                                                           $      2,163,922      $    2,469,220
                                                                           =====================================

                          The accompanying notes are an integral part of these financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                      ATNG, Inc.
                                              (A Development Stage Company)
                                         Consolidated Statement of Operations
                                      Three Months Ended March 31, 2001 and 2002,
                     And Cumulative Amounts From Inception (January 20, 2000) to March 31, 2002
                                                      (Unaudited)
<S>                                                                         <C>                    <C>             <C>
                                                                                                                   Cumulative to
                                                                                                                     March 31,
                                                                                  2001               2002               2002
                                                                                  ----               ----               ----

REVENUES
      Telecommunication services-net                                               $6,672           $173,411            $458,338
      Advertising - net                                                                 -            151,832             151,832
                                                                          ----------------   ----------------    ----------------
            Total Revenue                                                           6,672            325,243             610,170
                                                                          ----------------   ----------------    ----------------

OPERATING EXPENSES
      Cost of Services                                                              8,239            360,714           1,222,900
      Advertising                                                                 121,139            409,291           3,797,725
      General & Administrative                                                    562,229          1,891,401           9,431,141
      Interest                                                                      5,719            109,643             250,980
      Depreciation                                                                  7,264              4,546              43,292
                                                                          ----------------   ----------------    ----------------
                                                                                  704,590          2,775,595          14,746,038
                                                                          ----------------   ----------------    ----------------

OTHER EXPENSE
      Write off of fixed assets                                                         -             64,807              64,807
      Excess of purchase price over net book value of
      acquired subsidiaries                                                             -          2,946,546           2,946,546
      Investment Banking Fee                                                            -          1,419,090           1,419,090
      Merger and reorganization costs                                                   -             67,561             429,181
      Write-off of intellectual property                                                -                  -             107,715
      Write-off of investment in marketable securities                                  -                  -             149,792
      Write-off of investment in joint venture                                          -                  -             600,000
                                                                          ----------------   ----------------    ----------------

                                                                                        -          4,498,004           5,717,131
                                                                          ----------------   ----------------    ----------------

NET (LOSS)                                                                      ($697,918)       ($6,948,356)       ($19,852,999)
                                                                          ================   ================    ================

NET (LOSS) PER COMMON SHARE BASIC AND DILUTED                                      ($0.03)            ($0.24)             ($0.75)
                                                                          ================   ================    ================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC AND DILUTED                                                              25,790,181         29,536,224          26,444,708
                                                                          ================   ================    ================


                                     The accompanying notes are an integral part of these financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                      ATNG, Inc.
                                              (A Development Stage Company)
                                               Statements of Cash Flows
                                      Three Months Ended March 31, 2001 and 2002,
                     And Cumulative Amounts From Inception (January 20, 2000) to March 31, 2002
                                                      (Unaudited)

<S>                                                                               <C>                <C>              <C>
                                                                                                                      Cumulative to
                                                                                                                         March 31,
                                                                                      2001                2002              2002
                                                                                      ----                ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES
        Net (loss)                                                                 ($697,918)        ($6,948,356)      ($19,852,999)
        Adjustments to reconcile net (loss) to net cash (used)
        by operating activities
             Depreciation                                                              7,264               4,546             43,293
             Amortization of prepaid advertising                                           -             307,500            307,500
             Debt for expenses                                                             -                   -             80,433
             Write off of excess purchase price of investment in subsidiary                -           2,946,546          2,946,546
             Write off of fixed assets                                                     -              64,807             64,807
             Write off of Intellectual Property                                            -                   -            107,715
             Write off of marketable securities                                            -                   -            149,792
             Write off of Korean joint venture                                             -                   -            600,000
             Common stock warrants  issued for services                                    -                   -             21,548
             Common stock to be issued for services, salaries and interest                 -             597,604            597,604
             Common stock issued for services, salaries and interest                 154,563           2,286,100          6,410,168
             Common stock issued for advertising                                           -                   -          3,000,000
             Other                                                                         -                   -            177,460
        Changes in assets and liabilities
             (Increase) in accounts receivable,  prepaids and other                  (28,488)            (33,164)           (74,969)
             Increase in accounts payable and accrued expenses                       223,719             302,344          1,681,874
             Increase in accrued salaries                                            197,192             256,237          1,891,256
             (Decrease) in deferred revenue                                                -             (46,275)            14,080
                                                                            -----------------   -----------------  -----------------
        Net cash (used) by operating activities                                     (143,668)           (262,111)        (1,833,892)
                                                                            -----------------   -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
             Cash paid for property and equipment                                    (20,910)             (1,340)           (69,894)
             Cash paid for intellectual property                                      (9,531)                  -           (113,253)
             Investment in Korean Joint Venture                                            -                   -           (600,000)
             Acquisition of subsidiaries net of cash acquired                              -             (15,871)           (15,871)
                                                                            -----------------   -----------------  -----------------
        Net cash (used) in investing activities                                      (30,441)            (17,211)          (799,018)
                                                                            -----------------   -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
             Proceeds from borrowings-related                                        125,290              40,000            495,000
             Repayment of borrowings-related                                               -             (18,709)           351,291
             Proceeds from borrowings-other                                           32,000                   -            (64,200)
             Repayment of borrowings-other                                                 -             (30,000)           (52,000)
             Proceeds from borrowings-bank                                                 -              74,077             74,077
             Cash paid for offering costs                                                  -                   -           (102,958)
             Cash proceeds from sale of common stock                                  15,200             149,250          1,949,065
                                                                            -----------------   -----------------  -----------------
        Net cash provided by financing activities                                    172,490             214,618          2,650,275
                                                                            -----------------   -----------------  -----------------

NET (DECREASE) INCREASE IN CASH                                                       (1,619)            (64,704)            17,365

CASH BEGINNING OF PERIOD                                                                1619              82,069                  -
                                                                            -----------------   -----------------  -----------------
CASH END OF PERIOD                                                                        $0             $17,365            $17,365
                                                                            =================   =================  =================



                                     The accompanying notes are an integral part of these financial statements

</TABLE>

<PAGE>

                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2002
                                   (Unaudited)


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The accompanying  interim  consolidated  financial statements of ATNG, Inc. (the
Company) are unaudited. In the opinion of management,  the interim data includes
all adjustments,  consisting only of normal recurring adjustments, necessary for
a fair  presentation  of the  results  for the  interim  period.  The results of
operations for the period ended March 31, 2002 are not necessarily indicative of
the operating results for the entire year.


We have prepared the financial  statements included herein pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosure  normally included in financial  statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to such rules and regulations.  We believe the disclosures made
are adequate to make the  information  not  misleading  and recommend that these
condensed  financial  statements  be  read in  conjunction  with  the  financial
statements and notes included in our Form 10-KSB for the year ended December 31,
2001.

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  transactions  were  accounted  for  under  the  purchase  method of
accounting,  and the  excess of the  purchase  price  over the net book value of
assets acquired has been written of against operations. The financial statements
for the quarter  ended March 31, 2002 include the financial  statements  for the
Company  and  its  acquired   subsidiaries  since  the  effective  date  of  the
acquisition,  January 1, 2002.  The  financial  statements  for the three months
ended March 31, 2001 are those of the Company only.  All  intercompany  balances
and transactions have been eliminated in consolidation.


The Company provides 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.
<PAGE>

                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2002
                                   (Unaudited)


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.

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

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 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 March 31, 2002  advertising  costs of $1,967,500  were
recorded in prepaid expenses, of which $832,500 is non-current.

(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.
<PAGE>

                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2002
                                   (Unaudited)


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 March 31, 2002, there were no cash equivalents.

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. At March 31, 2002, the Company had commenced principal operations and,
as shown in the accompanying  financial  statements,  has incurred losses during
the period from  inception  to March 31, 2002 of  $19,852,999  and has a working
capital deficiency of $3,151,317.


NOTE 3 - OTHER OBLIGATIONS

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

10,000 shares as partial consideration of agreement for
financial relation services                                              $22,750
44,000 shares for satisfaction of accounts payable for
public relations services                                                 99,000
60,000 Shares as additional consideration for borrowings                 147,000
1,800,000 Shares for acquisition of Subsidiaries                       2,790,000
282,000 Shares for merger and acquisition service                        143,820
131,944 Shares to Advisors and Employees of Pathobiotek
Diagnostics, Inc for Services performed for that company                  67,561
105,263 shares to be issued to an employee pursuant to
employment agreement                                                     300,000
130,000 shares to be issued for the merger and reorganization            161,000
31,220 Shares issued for conversion of promissory notes to stock          46,723
2,500 Shares-other                                                         2,500
                                                                       ---------
                                                                      $3,780,354
NOTE 4-COMMON STOCK

During the first  quarter of 2002 the Company  issued an  aggregate of 2,390,625
shares of its common stock as follows:

o    375,000 shares to three employees for services  valued at $900,000.  ($1.00
     to $3.50 per share).
o    110,000 shares for advertising, valued at $56,100. ($.51 per share).
o    1,500,000  shares for investment  banking  services,  valued at $1,275,000.
     ($.85 per share).
o    405,625  shares for cash at prices  ranging from $2.50 to $.50 cents (as of
     March 31, 2002 these shares have not been issued but have been included as
     issued and outstanding as of that date).


<PAGE>

                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2002
                                   (Unaudited)


NOTE 5- SIGNIFICANT TRANSACTIONS AND EVENTS

During the first quarter of 2002 the Company entered into various  agreements in
conjunction  with its principal  operations.  The significant  agreements are as
follows:

o    Corporate  Sponsorship/Advertising  Agreement  entered into January 4, 2002
     for  insertion  of  advertising   into  magazines   distributed  to  school
     districts. Total estimated distributions of 5,115,000. Cost to be paid as a
     commission from sales.
o    Employment  agreement  entered  into  January 30, 2002  which  engages  the
     services of a senior  network  executive  with an annual salary of $120,000
     plus stock  incentives of 250,000 the first year of employment  and 250,000
     the second year of employment  and an  additional  $300,000 of stock from a
     proposed  offering of S-8 stock.  Annual bonus to be determined and paid in
     stock.
o    Wholesale  Minutes  Sales  Agreement  entered  into  February 1, 2002 for a
     period of 90 days. Not renewed.
o    Wholesale  Minutes Sales Agreement entered into March 29, 2002 for a period
     of one year.
o    Purchase  of  Stock  Agreements  entered  into  February  20,  2002 for the
     purchase of Asian Infolink,  Inc. and Segment Data  Management,  Inc. for a
     total of 1,800,000  shares of company stock.  The contracts also call for a
     payment  of S-8  stock  totaling  $500,000  for  the  services  of two  key
     employees of the acquired companies.
o    Consultant Agreement entered into March 28, 2002 for merger and acquisition
     and public relations services. Contract calls for payment of 250,000 shares
     of stock each  quarter  starting in the second  quarter of 2002 through the
     first  quarter of 2003.  Agreement may be terminated by either party at the
     end of a quarter.
o    In  conjunction  with the  acquisition  of Asian  Infolink,  Inc.(AIL)  and
     Segment Data Management,  Inc. (SDM) the Company acquired its' own customer
     sales and service  operations and data  processing  previously  provided by
     third  party  vendors.  AIL and SDM are based in Los  Angeles,  Ca. and the
     Companys'  headquarters  were in Memphis,  TN. In view of the difficulty in
     managing the operations from Memphis, TN. The Board of Directors decided to
     close  the  Memphis  office  and move all  operations  to Los  Angeles.  In
     conjunction with the move two senior executives  transferred to Los Angeles
     and two remained in Memphis,  TN. All other Memphis employees (7) were laid
     off. The Company  continues  to retain a national  sales office in Memphis.
     The Company  accounted for this  acquisition  using the purchase method and
     the excess of the  purchase  price over the net book value of the  acquired
     subsidiaries  of  $2,946,546  has been  charged  to  operations  during the
     quarter  ended  March 31, 2002.  Also,  the remaining net book value of the
     fixed assets and  leasehold  improvements  of $64,807  attributable  to the
     Memphis  operations have been written off to operations  during the quarter
     ended March 31, 2002.

o    The Company  entered into two agreements for Investment  Banking and Merger
     and Acquisitions with one company and one individual.  The company received
     1,500,000   shares  of  stock   valued  at  $.85  per  share  for  a  total
     consideration of $1,275,000 for services to be performed over one year. The
     contract with the individual  provides for ongoing  merger and  acquisition
     services for a period of one year in exchange  for 282,000  shares of stock
     valued at $.51 per share for a total  consideration of $144,000.  These two
     amounts  totaling  $1,419,000  have been charged to  operations  during the
     quarter  ended  March 31, 2002 due,  in the  opinion of  management  of the
     Company, to the uncertain nature and timing of these services.


<PAGE>

                                   ATNG, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2002
                                   (Unaudited)


o    Media  and  Stock  Purchase  Agreement  entered  into  March 5,  2002.  The
     agreement  provides  for the purchase of Media from the Company in exchange
     for stock and a percentage of revenues directly derived from the use of the
     media  to sell the  product  of the  contracting  company. In exchange  for
     $5,000,000  of media the  Company  will  receive  1,000,000  shares  from a
     proposed  stock offering plus 30% of the gross revenue from the sale of the
     software  program less $5 shipping and handling  from those sales  directly
     attributable to the media advertising.  At March 31, 2002 none of the media
     had been used and no revenue had resulted.  The  1,000,000  shares of stock
     are being held in escrow by the company  attorney  pending  consummation of
     the media usage.
























<PAGE>
ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED  MARCH 31, 2002  COMPARED TO SAME
PERIOD IN 2001

OPERATIONS

The first quarter of 2002 presented several problems and several  opportunities.
The Company commenced  operations in the third quarter of 2001 using third party
vendors to provide customer sales and service and telephone network connections.
Because of difficulties  over cost and service the Company severed the relations
with both vendors and due to an  interruption  in service most of the  customers
were lost to other  providers.  In February the Company acquired Asian Infolink,
Inc.,  which  operates  a  Korean  language  directory  service  to  the  Korean
communities  in the United  States.  The Company saw this as an  opportunity  to
acquire its' own customer sales and service  operation as well as an opportunity
to market long distance service to the Korean  communities.  In addition Segment
Data Management,  Inc. maintains an extensive database on ethnic communities and
has people  with  considerable  information  technology  skills that the Company
needs to interface with the customer sales and service and the network provider.
These two acquisitions now place the Company in a position to completely control
and manage their  operations from one location in Los Angeles,  Ca. As discussed
elsewhere,  this was the major  reason the office in Memphis  was closed and all
operations moved to Los Angeles.

Operations  for the three  months  ended March 31, 2001 and 2002  represent  two
different phases in the Companies  development  stage. In the three months ended
March 31, 2001 the Company  launched a long  distance flat rate program to Korea
using third party vendors. The quality of the telephone service was not good and
the  customer  sales and  service  vendor did not  perform  and the  program was
subsequently stopped while the Company looked for other vendors.

Sales for the first  quarter 2001  represent the early test market of the Korean
program.  The  revenue in the  quarter in 2001 was  $6,672.  Sales for the first
quarter  of 2002  consist of  $173,411  from the flat rate  residential  program
BlueKiwi and  $151,832  from  advertising  sold to merchants to advertise on the
Korean Directory service of Asian Infolink,  Inc., which the Company acquired in
the quarter.

Operating expenses for the periods are compared below:


                                             2002                    2001
                                             ----                    ----
Interest                                    $109,643                 $5,719
Depreciation                                  $4,546                 $7,264
Advertising                                 $409,291               $121,139
Costs of services                           $360,714                 $8,239
General and administrative                $1,891,401               $562,229
                                          ----------               --------
TOTAL                                     $2,775,595               $704,590
                                          ----------               --------

<PAGE>

The Company incurred a net loss of ($6,948,356) for the quarter in 2002 compared
to  ($697,918)  in the  same  period  in 2001.  Of the loss in 2002,  a total of
$4,498,004  was  other  expense   including  write  down  of  acquisition   cost
($2,946,546)  on the  acquisition  of  subsidiaries.  The net loss per share was
($.24) in 2002 and ($.03) in 2001.  The trend of losses is  expected to continue
until revenues are achieved which exceed operating and other expenses.


The increase in interest  expense  results  from the high cost of financing  the
Company  incurred in borrowing  funds for  operations.  These cost will continue
until operations reach maturity or alternative financing is found.


Advertising  on the Premiere  Radio  Network was  discontinued  during the first
quarter of 2002 because of the  operational  problems.  Advertising  expense for
2002 results primarily from stock issued for advertising services of $68,600 and
the amortization of prepaid  advertising $ 307,500.  Advertising expense in 2001
represents $80,00 for a billboard to launch BlueKiwi in New York and Advertising
Agency services of approximately $35,000.


Cost of services in 2002 represent  approximately  $25,000 paid to a third party
vendor and the costs of Asian Infolink,  Inc. incurred in the customer sales and
service of approximately $270,000.


The  increase in General and  Administrative  expenses is  primarily  due to the
issuance of  $1,255,000  of common  stock for services  during 2002  compared to
$155,000  during  2001.  The amounts for 2002 also reflect the increase in costs
from the acquisition of Asian Infolink, Inc. and Segment Data Management, Inc.


LIQUIDITY AND CAPITAL RESOURCES

The Company  continued its efforts to raise additional  capital through the sale
of stock through  Private  Placement and Loans from  Officers/Directors/Founders
and others.  During the three months ended March 31, 2002 additional funding was
obtained in the form of $40,000 in Loans with  repayments of $48,709 being made.
Also the Company  received  $149,250  from the sale of stock at amounts  varying
between $2,50 to $.50 per share.  The Company  believes it can continue to raise
the necessary  capital to fund the operations of the Company.  In addition,  the
Company assumed a bank loan of Asian  Infolink,  Inc. in the amount of $225,923.
Additional  borrowings were made during the quarter of $74,077.  The loan is due
November 20, 2002 and bears interest at 7% per annum.


The Company has no plans at the present to neither hire any additional employees
nor devote any significant amount to Research and Development until such time as
the  growth of the  business  has  generated  sufficient  cash flows to meet the
operating needs of the Company.

The Company has no plans for material commitments for capital expenditures as of
March 31, 2002.

<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities - None.

                    During  the  first  quarter  of 2002 the  Company  issued an
                    aggregate  of  2,390,625  shares  of  its  common  stock  as
                    follows:

               o    375,000  shares to three  employees  for services  valued at
                    $900,000. ($1.00 to $3.50 per share).
               o    110,000 shares for advertising, valued at $56,100. ($.51 per
                    share).
               o    1,500,000 shares for investment banking services,  valued at
                    $1,275,000. ($.85 per share).
               o    405,625 shares for cash at prices ranging from $2.50 to $.50
                    cents  (as of March  31,  2002  these  shares  have not been
                    issued but have been included as issued and  outstanding  as
                    of that date).


Item 3.           Defaults upon senior securities - None.

Item 4.           Submission of matters to a vote of security holders - None.

Item 5.           Other information - None.

Item 6.           Exhibits and reports on Form 8-K

                         (a)  The  following  are  filed  as  Exhibits  to  this
                    Quarterly Report.  The numbers refer to the Exhibit Table of
                    Item 601 of Regulation S-K:

                                    None.

                         (b) Reports on Form 8-K filed  during the three  months
                    ended March 31, 2002. (incorporated by reference)

                         February 6, 2002    -    Form 8K12g3
                         February 26, 2002   -    Form 8K
                         March 27, 2002      -    Form 8K/A



<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf of the
undersigned thereunto duly authorized.

Dated: May 23, 2002

                                          ATNG, INC.



                                          by:/s/George E, Betts
                                          George E. Betts, President