United States
Securities and Exchange Commission
Washington, D.C. 20549
____________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2003
ATNG INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-28519 76-0510754
(Commission File Number) (IRS Employer Identification No.)
1549 Leroy Street, Suite D-200 48430
Fenton, Michigan (Zip Code)
(Address of principal executive offices)
(810) 714-2978
(Registrant's telephone number, including area code)
ATNG, Inc.
(Registrant's former name)
17195 Silver Parkway, Suite 337, Fenton, Michigan 48430
(Registrant's former address)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On Saturday, September 6, 2003, our shareholders voted to approve a change
in our state of incorporation from Texas to Nevada by means of a merger
permitted under the corporate statutes of both states. The merger was between
ATNG, Inc., a Texas corporation, and ATNG of Nevada, Inc., a Nevada corporation,
organized by us for the specific purpose of the change of domicile. The merger
was consummated pursuant to a Plan of Merger, a copy of which is attached to
this report. Copies of the articles of incorporation and bylaws, which will
serve as our articles of incorporation and bylaws following the change of
domicile are attached to the Plan of Merger. The Plan of Merger provided that
ATNG, Inc. merged into ATNG of Nevada, Inc. Following the merger, ATNG of
Nevada, Inc. was the surviving entity and changed its name to ATNG Inc. (no
comma before Inc.).
ATNG of Nevada, Inc. was a newly formed corporation with one share of
common stock issued and outstanding held by Robert C. Simpson, Ph.D., our sole
officer and director and controlling shareholder, with only minimal capital and
no other assets or liabilities. The terms of the merger provided that the then
currently issued one share of the common stock of ATNG of Nevada, Inc. held by
Dr. Simpson was cancelled. As a result, following the merger, our current
shareholders are the only shareholders of the newly merged corporations.
The change of domicile did not interrupt the existence of ATNG, Inc. Each
share of our common stock remained issued and outstanding as a share of the
common stock of ATNG Inc. after the change of domicile from Texas to Nevada.
We also changed our address to 1549 Leroy Street, Suite D-200, Fenton,
Michigan 48430. Our telephone number (810) 714-2978 remains the same.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
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None.
(b) Exhibits.
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The following exhibits are filed herewith:
Exhibit2.1 Articles of Merger between ATNG, Inc., a Texas corporation
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and ATNG of Nevada, Inc., a Nevada corporation, filed
September 10, 2003.
Exhibit 3.1 Plan and Agreement of Merger Between ATNG, Inc. (a Texas
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corporation) and ATNG of Nevada, Inc. (a Nevada
corporation), dated September 6, 2003.
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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 by the
undersigned hereunto duly authorized.
Date: September 15, 2003
ATNG INC.
By /s/ Robert C. Simpson
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Robert C. Simpson, President
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