[GRAPHIC OMITTED] FILED # C17516-03
DEAN HELLER AUG 27 2004
SECRETARY OF STATE IN THE OFFICE OF
204 NORTH CARSON STREET, SUITE 1 /s/ Dean Heller
CARSON CITY, NEVADA 89701-4299 DEAN HELLER, SECRETARY OF STATE
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ
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CERTIFICATE OF CORRECTION
(PURSUANT TO NRS 78, 78A, 80, 81,
82, 84, 86, 87, 58, 88A, 89 AND 92A)
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IMPORTANT: READ ATTACHED INSTRUCTIONS
BEFORE COMPLETING FORM. ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF CORRECTION
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(PURSUANT TO NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 AND 92A)
1. The name of the ENTITY for which correction is being made:
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ATNG INC.
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2. Description of the original document for which correction is being made:
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CERTIFICATE OF DESIGNATION FOR SERIES A PREFERRED STOCK
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3. Filing date of the original document for ---------------------
which correction is being made: August 24,2004
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4. Description of the inaccuracy or defect.
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Last page of the "Continuation for the Certificate of Designation" was
inadvertently omitted from the August 24, 2004 filing
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5. Correction of the inaccuracy or defect.
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Last page of the "Continuation for the Certificate of Designation", titled
"Attachment A, ATNG INC. Conversion Notice" is included in the corrected filing.
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6. Signature:
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/s/ illegible President 08-27-04
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AUTHORIZED SIGNATURE TITLE * DATE
*lf entity is a Corporation, it must be signed by an Officer if stock has been
issued, OR an Incorporator or Director if stock has not been issued; a Limited
- -Liability Company, by a manager or managing members; a Limited Partnership or
Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability
Partnership, by a Managing Partner; a Business Trust, by a Trustee.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by Nevada Secretary of State
appropriate fees. AM Correction 2003
See attached fee schedule. Revised on: 10/24/03
ATTACHMENT A
ATNG, INC.
CONVERSION NOTICE
In accordance with and pursuant to the provisions of the Certificate of
Designation Establishing Series A Preferred Stock of ATNG, Inc., the undersigned
hereby elects to convert the number of shares of Series A Preferred Stock, par
value $0.001 per share, of ATNG, Inc. (the "Company") indicated below into
shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of
the Company, by tendering the stock certificate(s) representing the share(s) of
the Series A Preferred Stock hereinafter described as of the date specified
below.
The undersigned acknowledges that the securities issuable to the
undersigned upon conversion of shares of the Series A Preferred Stock may not be
sold, pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the Company has received an opinion of counsel satisfactory to it that
registration is not required. A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued upon any conversion of the shares of the Series A Preferred Stock:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
Date of Conversion:
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Number of shares of the Series A Preferred Stock to be converted:
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Stock certificate no(s). of the shares of the Series A Preferred Stock to be
converted:
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Conversion Rate:
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Number of shares of the Common Stock to be issued:
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Name in which shares of the Common Stock are to be issued:
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Signature
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Printed Name and Address
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