Unassociated Document
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) January
6, 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
3.02. Unregistered Sales of Equity Securities.
On
January 6, 2006, we issued 98,328 shares of our common stock, $.001 par value
per share to Franklin, Cardwell & Jones pursuant to the partial conversion
of principal of and accrued and unpaid interest on a promissory note dated
November 1, 2004. The stock was issued pursuant to the exemption from
registration provided by Section 3(9) as an exchange of outstanding obligations
for common stock without the payment of additional consideration. In addition,
the stock was exempt from registration under Section 4(2) of the Securities
Act
because there was no public solicitation, we had a prior relationship with
Franklin, Cardwell & Jones, and the stock is subject to restrictions on
resale.
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.
Dated: February 6, 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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