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)
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TEXAS 0-28519 76-0510754
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- ---------------------------------------- ------------------------------------- -------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)
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3435 Wilshire Blvd., Suite 2040, Los Angeles, California 90010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 401-2031
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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
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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
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATNG, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
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
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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
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)
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
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)
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
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.
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.
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
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$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).
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.
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.
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
---------- --------
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.
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
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