UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported) March
21,
2006
ATSI
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation
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1-15687
(Commission
File Number)
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74-2849995
(I.R.S.
Employer Identification No.)
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8600
Wurzbach, Suite 700W
San
Antonio, Texas
(Address
of Principal Executive Offices)
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78240
(Zip
Code)
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(210)
614-7240
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act.
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act
Item
4.02. Non-reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
March
21, 2006, our board of directors determined that the previously-issued audited
financial statements for the year ended July 31, 2005 and interim financial
statements for the three months ended October 31, 2005 should not be relied
upon
because they do not reflect a net gain or benefit from certain embedded
derivative securities issued by ATSI. The board of directors has reviewed the
accounting treatment of the Company’s convertible securities with the Company’s
independent accountants. The Company will file an amended Annual Report on
Form
10-KSB for the fiscal year ended July 31, 2005 and an amended Quarterly Report
on Form 10-QSB for the three months ended October 31, 2005 to restate the
affected financial statements previously filed with the Securities and Exchange
Commission within 20 days.
ATSI
hired outside consultants specializing in derivative accounting. After a
thorough review of its accounting and financial disclosure of
embedded derivatives, the Company has changed its internal controls to require
that all outstanding convertible instruments are reviewed quarterly. The Company
will determine whether additional disclosure relating to embedded derivatives
is
required at the end of each fiscal quarter.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ATSI
Communications, Inc. |
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Dated:
March 29, 2006
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By: |
/s/ Antonio
Estrada |
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Antonio
Estrada |
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Corporate
Controller
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