UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
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
22,
2006
ATSI
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation
|
1-15687
(Commission
File Number)
|
|
|
|
74-2849995
(I.R.S.
Employer Identification No.)
|
| |
|
|
|
|
|
8600
Wurzbach, Suite 700W
San
Antonio, Texas
(Address
of Principal Executive Offices)
|
|
|
|
78240
(Zip
Code)
|
(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
22, 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 and intends to promptly amend and restate any affected
financial statements previously filed with the Securities and Exchange
Commission.
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.
| |
|
|
| |
ATSI
Communications, Inc.
|
|
|
|
|
|
By: |
/s/ Antonio
Estrada |
| |
Antonio
Estrada |
| |
Corporate
Controller
|