-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNQeeZk0cuksb9YS9c3vLC7oo2cnQQr6T0H1ZHC9DU2c5WXqIligi6SrB/nbRa6J 0HV4UqwEwMcCenOeiDGGdA== 0001144204-06-012082.txt : 20061113 0001144204-06-012082.hdr.sgml : 20061110 20060329130721 ACCESSION NUMBER: 0001144204-06-012082 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATSI COMMUNICATIONS INC/DE CENTRAL INDEX KEY: 0001014052 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 742849995 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8600 WURZBACH STREET 2: SUITE 700 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78240 BUSINESS PHONE: 210-614-7240 MAIL ADDRESS: STREET 1: 8600 WURZBACH STREET 2: SUITE 700 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78240 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELESOURCE INTERNATIONAL INC DATE OF NAME CHANGE: 19960511 CORRESP 1 filename1.htm
 

March 29, 2006


United States Securities and Exchange Commission
Division of Corporate Finance
Attn: Kyle Moffatt
100 F Street N.E.
Mail Stop 3729
Washington, D.C. 20549
 
 
Re:
ATSI Communications, Inc.
   
Form 80K, Section 4.02
   
Filed March 23, 2006
   
Commission File No. 1-15687
 
Gentlemen:

On behalf of ATSI Communications, Inc. (the “Company”), we are filing with this letter an Amended Current Report on Form 8-K/A to report the determination by the board of directors of the Company that previously issued financial statements should not be relied upon and responding to the comments from the staff in your letter of March 23, 2006 (the “Comment Letter”). For the convenience of the staff I have forwarded a copy of this letter and a marked copy of the amended report to you by overnight delivery.

Set forth below are the responses of the Company to the comments from the staff:

Item 4.02

1.  
Please amend your Form 8-K report to state the time frame in which you intend to amend your filings and restate subject financial statements.

The amended Form 8-K filed with this letter states that the Annual Report on Form 10-KSB for the year ended July 31, 2005 and the Quarterly Report on Form 10-QSB for the three months ended October 31, 2005 will be amended within twenty days to restate the financial statements contained therein.

2.  
Disclose changes, if any, to your internal controls and disclosure controls and procedures.

The amended Form 8-K filed with this letter states that the Company has undertaken specific education of its accounting and financial disclosure staff regarding the proper accounting for embedded derivatives and has changed its internal controls to require that all outstanding convertible instruments are reviewed at least quarterly to determine whether additional disclosure relating to embedded derivatives is required.

Mr. Larry Spirgel
United States Securities and Exchange Commission
March 29, 2006
Page 2
 
We appreciate the detailed review of the Current Report by the staff and have attempted to address the issues identified by the Comment Letter. We acknowledge that:

·  
The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·  
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings;

·  
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.

Please contact the undersigned at (210) 614-7240, ext. 1062, if you have any questions regarding the Company’s responses.
 
     
 
Very truly yours
ATSI COMMUNICATIONS, INC.
 
 		  
 
Antonio Estrada
Chief Financial Officer
      

Enclosure
  
   
cc:
Franklin, Cardwell & Jones, PC
 
Malone & Bailey, PC
 
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