S-1MEF

As filed with the Securities and Exchange Commission on February 1, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN TELECOM SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	5065	77-0602480
(State of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2466 Peck Road

City of Industry, California 90601

(562) 908-1287

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Bruce Hahn

Chief Executive Officer

American Telecom Services, Inc.

2466 Peck Road

City of Industry, California 90601

(562) 908-1287

(Name, Address and Telephone Number of Agent for Service)

Copies to:

Ira I. Roxland, Esq. Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas New York, New York 10020 (212) 768-6700 Fax: (212) 768-6800 David Alan Miller, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174-1901 (212) 818-8800 Fax: (212) 818-8881

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-129361

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered	Proposed Maximum Aggregate Price Per Security(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.001 per share, to be sold by issuer in the offering(3)	632,500	$	5.05	$	3,194,125.00	$	341.77
Warrants to be sold by issuer in the offering(4)	632,500	$	0.05	$	31,625.00	$	3.38
Representative’s purchase option	1		—	$	100.00		(5	)
Common stock issuable upon exercise of the representative’s purchase option	55,000	$	6.3125	$	347,187.50	$	37.15
Warrants issuable upon exercise of the representative’s purchase option	55,000	$	0.0625	$	3,437.50	$	0.37
Common stock issuable upon exercise of the warrants sold by issuer in the offering (including the warrants underlying the representative’s purchase option)	687,500	$	5.05	$	3,471,875.00	$	371.49
Total				$	7,048,350.00	$	754.16

(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

(3) Includes 82,500 shares of common stock issuable upon exercise of the underwriters’ over-allotment option.

(4) Includes 82,500 warrants issuable upon exercise of the underwriters’ over-allotment option.

(5) No fee pursuant to Rule 457(g).

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with respect to the registration of 632,500 additional shares of common stock, par value $0.001 per share, and 632,500 additional redeemable warrants of American Telecom Services, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, including 82,500 shares of common stock and 82,500 redeemable warrants that may be purchased by the underwriters to cover over-allotments, if any. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-129361) (the “Prior Registration Statement”), initially filed by the Registrant on November 1, 2005 and declared effective by the Securities and Exchange Commission on February 1, 2006. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended (File No. 333-129361), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

All exhibits filed with the Prior Registration Statement are incorporated by reference into, and shall be deemed to be a part of, this registration statement. In addition, the following exhibits are filed herewith:

Exhibit Number	Description of Exhibit
5.1	Opinion of Sonnenschein Nath & Rosenthal LLP, including consent
23.1	Consent of BDO Seidman, LLP
23.2	Consent of Sonnenschein Nath & Rosenthal LLP (contained in their opinion included under Exhibit 5.1)

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Industry, State of California, on the 1^st day of February 2006.

AMERICAN TELECOM SERVICES INC.
By:	/s/    BRUCE HAHN
	Bruce Hahn Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/    LAWRENCE BURSTEIN         Lawrence Burstein	Chairman	February 1, 2006
/s/    BRUCE HAHN         Bruce Hahn	Chief Executive Officer and Director (Principal Executive Officer)	February 1, 2006
/s/    BRUCE LAYMAN         Bruce Layman	Chief Financial Officer (Principal Financial and Accounting Officer)	February 1, 2006

II-2

EX-5.1

Exhibit 5.1

[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL LLP]

February 1, 2006

American Telecom Services, Inc.

2466 Peck Road

City of Industry, California 90601

Ladies and Gentlemen:

In our capacity as counsel to American Telecom Services, Inc., a Delaware corporation (the “Company”), we have been asked to render this opinion in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1 (the “462(b) Registration Statement”), which is being filed contemporaneously herewith pursuant to Rule 462(b) under the Securities Act, relating to the Company’s earlier effective registration statement, as amended, for the same offering on Form S-1 (File No. 333-129361) (the “Initial Registration Statement”). The 462(b) Registration Statement covers up to:

(i) 632,500 shares (the “Common Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”);

(ii) 632,500 warrants (the “Warrants”) to purchase an identical number of shares of Common Stock;

(iii) a purchase option (the “Representative’s Purchase Option”) to purchase Purchase Option Shares (as defined below) and Purchase Option Warrants (as defined below) issuable to the representative of the underwriters named in the Registration Statement;

(iv) 55,000 shares of Common Stock (the “Purchase Option Shares”) issuable upon exercise of the Representative’s Purchase Option;

(v) 55,000 warrants (the “Purchase Option Warrants”) to purchase an identical number of shares of Common Stock issuable upon exercise of the Representative’s Purchase Option; and

(vi) 687,500 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of the Warrants and the Purchase Option Warrants;

In connection with rendering this opinion, we have examined and are familiar with the Company’s Amended and Restated Certificate of Incorporation, the Company’s By-Laws, the Registration Statement, corporate proceedings of the Company relating to the Common Shares, the Warrants, the Representative’s Purchase Option, the Purchase Option Shares, the Purchase Option Warrants and the Warrant Shares and such other instruments and documents as we have deemed relevant under the circumstances.

American Telecom Services, Inc.

February 1, 2006

Page 2

In making the aforesaid examinations, we have assumed the genuineness of all signatures and the conformity to original documents of all copies furnished to us as original or photostatic copies. We have also assumed that the corporate records furnished to us by the Company include all corporate proceedings taken by the Company to date.

Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

2. The Common Shares, the Purchase Option Shares and the Warrant Shares have each been duly and validly authorized and, when issued and paid for as described in the 462(b) Registration Statement, will be duly and validly issued and fully paid and nonassessable.

3. The Warrants, the Representative’s Purchase Option and the Purchase Option Warrants have each been duly and validly authorized and, when issued and paid for as described in the 462(b) Registration Statement, will be duly and validly issued.

4. The Warrants, the Representative’s Purchase Option and the Purchase Option Warrants are binding obligations of the Company subject in each case to the effect of (i) Federal and State bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting the rights of secured or unsecured creditors generally (or affecting the rights of only creditors of specific types of debtors) and (ii) the application of general principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity).

The foregoing opinions are limited to the laws of the State of New York, the laws of the United States of America and Delaware general corporation laws (including the applicable provisions of the Delaware constitution and reported judicial opinions interpreting same), and do not purport to express any opinion on the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus comprising a part of the Initial Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours, SONNENSCHEIN NATH & ROSENTHAL LLP
By:	/s/ Ira Roxland
	A Member of the Firm

EX-23.1

Consent of Independent Registered Public Accounting Firm

American Telecom Services, Inc.

We hereby consent to the incorporation by reference in the Registration Statement on Form S-1, filed on February 1, 2006 (which is being filed pursuant to Rule 462 (b)), of our report dated September 30, 2005, relating to the financial statements of American Telecom Services, Inc., appearing in the Company’s amended registration statement (File No. 333-129361). Our report contains an explanatory paragraph regarding uncertainties as to the ability of the Company to continue as a going concern.

/s/ BDO Seidman, LLP

BDO Seidman, LLP

New York, New York

February 1, 2006