x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended July 31, 2008
|
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from _______to
_________
|
Nevada
(State
or Other Jurisdiction of Incorporation or Organization)
|
74-2849995
(IRS
Employer Identification No.)
|
|
3201
Cherry Ridge, Building C, Suite 300
San
Antonio, Texas
(Address
of Principal Executive Offices)
|
78230
(Zip
Code)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
Page
|
||
PART
I
|
||
Item
1.
|
Description
of Business
|
3
|
Item
1A.
|
Risk
Factors
|
11
|
Item
1B.
|
Unresolved
Staff Comments
|
14
|
Item
2.
|
Properties
|
14
|
Item
3.
|
Legal
Proceedings
|
14
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
14
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity; Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
15
|
Item
6.
|
Selected
Financial Data
|
16
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
16
|
Item
7A.
|
Quantitive
and Qualitative Disclosures about Market Risk
|
20
|
Item
8.
|
Financial
Statements and Supplementary Data
|
21
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures
|
38
|
Item
9A(T).
|
Controls
and Procedures
|
38
|
Item
9B.
|
Other
Information
|
39
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
39
|
Item
11.
|
Executive
Compensation
|
41
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
46
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
47
|
Item
14.
|
Principal
Accountant Fees and Services
|
47
|
PART
IV
|
||
Item
15.
|
Exhibits
and Financial Statement Schedules
|
47
|
SIGNATURES
|
49
|
·
|
We
entered into a $5 Million accounts receivable financing agreement
with
Wells Fargo Bank. The financing arrangement provides us with access
to
capital to fund our growth initiatives and allows us to service top
tier
customers that required extended payment
terms.
|
·
|
Our
Board of Directors approved a $1 million stock repurchase plan allowing
us
to buy back our stock in the open market through December 31, 2008
based
on price and market conditions.
|
·
|
We
expanded our IP network capacity with XO Communications. The expansion
with XO Communications doubled our fixed capacity and gave us the
ability
to increase the same fixed capacity by 400% through the on-demand
capabilities of XO’s Ethernet
services.
|
·
|
On
May 1, 2008, ATSI entered into a “Purchase Agreement” with Fiesta
Communications, Inc. Under the agreement ATSI agreed to sell all
of the
outstanding shares of Telefamilia Communications, Inc. to Fiesta
Communications, Inc. for 975,000 shares of common stock in Fiesta
Communications and $30,000 in cash.
|
·
|
We
received an opinion from our auditors that does not contain a “going
concern” qualification.
|
·
|
Integration
of Voice and Data:
VoIP networks allow for the integration and transmission of voice,
data,
and images using the same network equipment.
|
·
|
Simplification:
An
integrated infrastructure that supports all forms of communication
allows
more standardization, a smaller equipment complement, and less equipment
management.
|
·
|
Network
Efficiency:
The integration of voice and data fills up the data communication
channels
efficiently, thus providing bandwidth consolidation and reduction
of the
costs associated with idle bandwidth. The sharing of equipment and
operations costs across both data and voice users can also improve
network
efficiency since excess bandwidth on one network can be used by the
other,
thereby creating economies of scale for voice (especially given the
rapid
growth in data traffic). An integrated infrastructure that supports
all
forms of communication allows more standardization and reduces the
total
equipment complement. This combined infrastructure can support dynamic
bandwidth optimization and a fault tolerant design. The differences
between the traffic patterns of voice and data offer further opportunities
for significant efficiency improvements.
|
·
|
Co-existence
with traditional communication mediums: IP
telephony can be used in conjunction with existing PSTN switches,
leased
and dial-up lines, PBXs and other customer premise equipment (CPE),
enterprise LANs, and Internet connections. IP telephony applications
can
be implemented through dedicated gateways, which in turn can be based
on
open standards platforms for reliability and scalability.
|
·
|
Cost
reduction:
Under the VoIP network, the connection is directly to the Internet
backbone and as a result the telephony access charges and settlement
fees
are avoided.
|
·
|
An
expanding global market for voice communications growing at approximately
10% per year
|
·
|
A
growing demand for VoIP services that was approximately 30% of all
international voice traffic in
2007
|
·
|
Deregulation
and demonopolization of government-owned telecommunication companies
in
foreign countries
|
·
|
Global
proliferation of communications devices such as mobile and VoIP
phones
|
·
|
Growth
in ethnic communities in the United States; approximately 90 million
people belong to an ethnic minority group
|
·
|
Increase
in global trade and travel
|
·
|
Declining
rates for communication services as a result of increased competition
|
Period
|
Revenue
|
Minutes
|
|||||
FY-2006
|
$
|
14,695,000
|
266,366,712
|
||||
FY-2007
|
$
|
31,692,000
|
450,557,632
|
||||
FY-2008
|
$
|
41,961,000
|
564,064,005
|
·
|
Maintain
approximately $10 million in registered and subscribed capital.
|
·
|
Install
and operate a network in Mexico according to an operating plan approved
by
the Mexican government..
|
·
|
Continuously
develop and conduct training programs for its staff.
|
·
|
Designate
an individual responsible for the technical functions to operate
the
concession.
|
·
|
Provide
continuous and efficient services at all times to its customers.
|
·
|
Establish
a complaint center and correction facilities center and report to
the
Mexican government on a monthly basis the complaints received and
the
actions taken to resolve the problems.
|
·
|
Invoice
its customer only tariffs rates that have been approved by the Mexican
government.
|
·
|
Provide
audited financial statements on a yearly basis that include a detailed
description of the fixed assets utilized in the network and reporting
by
region and location of where the services are being provided.
|
·
|
Provide
quarterly reports and updates on the expansion of the network in
Mexico
and a description of the training programs and research and development
programs.
|
·
|
Provide
statistical reports of traffic, switching capacity and other parameters
in
the network.
|
·
|
Post
a bond/insurance policy for approximately $500,000 payable to the
Mexican
Federal Treasury Department in the event the concession is revoked
for
failure to perform any of the
requirements.
|
·
|
Many
of our customers are not obligated to route a minimum amount of traffic
over our system and the amount of traffic we handle may decline if
our
customers elect to route traffic over systems they operate or systems
operated by other providers;
|
·
|
increased
competition from other telecommunication service providers or from
service
companies in related fields that offer telecommunication services
may
adversely affect the amount we can charge for traffic routed over
our
system;
|
·
|
we
may be required to reduce our charges for routing traffic to maintain
high
utilization of our equipment;
|
·
|
the
termination fees, connection fees and other charges from our
suppliers;
|
·
|
fraudulently
sent or received traffic for which we are obligated to pay but which
we
are unable to bill to any customer;
|
·
|
changes
in call volume among the countries to which we complete calls;
|
·
|
technical
difficulties or failures of our network systems or third party delays
in
expansion or provisioning system components;
and
|
·
|
our
ability to manage our traffic on a constant basis so that routes
are
profitable.
|
·
|
unexpected
changes in tariffs, trade barriers and regulatory requirements relating
to
Internet access or VoIP;
|
·
|
economic
weakness, including inflation, or political instability in particular
foreign economies and markets;
|
·
|
difficulty
in collecting accounts receivable;
|
·
|
tax,
consumer protection, telecommunications, and other laws;
|
·
|
foreign
currency fluctuations, which could result in increased operating
expenses
and reduced revenues; and
|
·
|
unreliable
government power to protect our rights;
|
·
|
user
privacy;
|
·
|
pricing
controls and termination costs;
|
·
|
characteristics
and quality of products and services;
|
·
|
qualification
to do business;
|
·
|
consumer
protection;
|
·
|
cross-border
commerce, including laws that would impose tariffs, duties and other
import restrictions;
|
·
|
copyright,
trademark and patent infringement; and
|
·
|
claims
based on the nature and content of Internet materials, including
defamation, negligence and the failure to meet necessary obligations.
|
ITEM 5. |
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES.
|
Fiscal
2007
|
Low
|
High
|
|||||
First Quarter
|
$
|
0.19
|
$
|
0.34
|
|||
Second
Quarter
|
$
|
0.22
|
$
|
0.36
|
|||
Third
Quarter
|
$
|
0.19
|
$
|
0.34
|
|||
Fourth
Quarter
|
$
|
0.23
|
$
|
0.24
|
|||
Fiscal
2008
|
Low
|
High
|
|||||
First Quarter
|
$
|
0.20
|
$
|
0.30
|
|||
Second
Quarter
|
$
|
0.17
|
$
|
0.28
|
|||
Third
Quarter
|
$
|
0.15
|
$
|
0.23
|
|||
Fourth
Quarter
|
$
|
0.16
|
$
|
0.24
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
|
||||||||
Equity
Compensation plans approved by security holders
|
-0-
|
N/A
|
-0-
|
|||||||
Equity
Compensation Plans not approved by security
holders
|
8,239,000
|
$
|
.17
|
9,261,000
|
||||||
Total
|
8,239,000
|
$
|
.17
|
9,261,000
|
ITEM 6. |
SELECTED
FINANCIAL DATA.
|
ITEM 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
Years
ended July 31,
|
|||||||||||||
2008
|
2007
|
Variances
|
%
|
||||||||||
TOTAL
OPERATING REVENUES
|
$
|
41,961
|
$
|
31,692
|
$
|
10,269
|
32
|
%
|
|||||
COST
OF SERVICES (exclusive of depreciation and amortization, shown
below)
|
38,884
|
29,521
|
9,363
|
32
|
%
|
||||||||
GROSS
PROFITS
|
3,077
|
2,171
|
906
|
42
|
%
|
||||||||
Selling,
general and administrative expense (exclusive of legal and professional
fees)
|
2,400
|
1,625
|
775
|
48
|
%
|
||||||||
Legal
and professional fees
|
352
|
258
|
94
|
36
|
%
|
||||||||
Bad
debt expense
|
(27
|
)
|
98
|
(125
|
)
|
-128
|
%
|
||||||
Depreciation
and amortization expense
|
160
|
99
|
61
|
62
|
%
|
||||||||
OPERATING
INCOME (LOSS)
|
192
|
91
|
101
|
111
|
%
|
||||||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||
Debt
forgiveness income
|
41
|
-
|
41
|
100
|
%
|
||||||||
Minority
Interest
|
(16
|
)
|
-
|
(16
|
)
|
-100
|
%
|
||||||
Interest
income (expense)
|
(105
|
)
|
(348
|
)
|
243
|
70
|
%
|
||||||
Total
other income (expense), net
|
(80
|
)
|
(348
|
)
|
268
|
77
|
%
|
||||||
|
|
|
|
||||||||||
NET
INCOME (LOSS)
|
112
|
(257
|
)
|
369
|
144
|
%
|
|||||||
LESS:
PREFERRED DIVIDEND
|
(12
|
)
|
(56
|
)
|
44
|
79
|
%
|
||||||
ADD:
REVERSAL OF PREVIOUSLY RECORDED PREFERRED DIVIDEND
|
340
|
828
|
(488
|
)
|
-59
|
%
|
|||||||
NET
INCOME TO COMMON STOCKHOLDERS
|
$
|
440
|
$
|
515
|
$
|
(75
|
)
|
-15
|
%
|
·
|
ATSI
is the primary obligor in its
arrangements,
|
·
|
ATSI
has latitude in establishing
pricing,
|
·
|
ATSI
changes the product or performs part of the service and is involved
in the
determination of the product or service
specifications,
|
·
|
ATSI
has discretion in supplier selection;
and
|
·
|
ATSI
assumes credit risk for the amount billed to the
customer
|
|
For
the Years Ended July 31,
|
||||||
2008
|
2007
|
||||||
Expected
dividends yield
|
0.00
|
%
|
0.00
|
%
|
|||
Expected
stock price volatility
|
75%
- 105
|
%
|
80
|
%
|
|||
Risk-free
interest rate
|
3.15% - 4.65
|
%
|
4.51
|
%
|
|||
Expected life of
options
|
4
- 6 years
|
7
years
|
ITEM 7A. |
QUANTITIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
Page
|
|
Consolidated
Financial Statements of ATSI Communications, Inc. and
Subsidiaries
|
|
Report
of Independent Registered Public Accounting Firm
|
22
|
Consolidated
Balance Sheets as of July 31, 2008 and 2007
|
23
|
Consolidated
Statements of Operations for the Years Ended July 31, 2008 and 2007
|
24
|
Consolidated
Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended
July 31, 2008 and 2007
|
25
|
Consolidated
Statements of Cash Flows for the Years Ended July 31, 2008 and 2007
|
26
|
Notes
to Consolidated Financial Statements
|
27
|
|
July 31,
|
July 31,
|
|||||
|
2008
|
2007
|
|||||
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
1,338
|
$
|
1,050
|
|||
Accounts
receivable, net of allowance for bad debt of $60 and $98,
respectively
|
1,082
|
866
|
|||||
Note
receivable, related party
|
25
|
-
|
|||||
Note
receivable
|
-
|
50
|
|||||
Prepaid
& other current assets
|
124
|
94
|
|||||
Total
current assets
|
2,569
|
2,060
|
|||||
|
|||||||
LONG-TERM
ASSETS:
|
|||||||
Certificates
of deposit
|
319
|
306
|
|||||
Intangible
Assets
|
149
|
-
|
|||||
|
|||||||
PROPERTY
AND EQUIPMENT
|
611
|
499
|
|||||
Less
- accumulated depreciation
|
(439
|
)
|
(281
|
)
|
|||
Net
property and equipment
|
172
|
218
|
|||||
|
|||||||
Total
assets
|
$
|
3,209
|
$
|
2,584
|
|||
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
1,361
|
$
|
1,071
|
|||
Wells
Fargo factoring collateral
|
18
|
-
|
|||||
Accrued
liabilities
|
116
|
516
|
|||||
Current
portion of obligation under capital leases
|
3
|
3
|
|||||
Notes
payable
|
566
|
818
|
|||||
Convertible
debentures, net of unamortized discount of $5 and $8, respectively
|
78
|
76
|
|||||
Total
current liabilities
|
2,142
|
2,484
|
|||||
|
|||||||
LONG-TERM
LIABILITIES:
|
|||||||
Notes
payable
|
588
|
177
|
|||||
Convertible
debentures, net of unamortized discount of $3 and $8, respectively
|
81
|
158
|
|||||
Obligation
under capital leases, less current portion
|
1
|
3
|
|||||
Other
|
3
|
4
|
|||||
Total
long-term liabilities
|
673
|
342
|
|||||
|
|||||||
Total
liabilities
|
2,815
|
2,826
|
|||||
|
|||||||
STOCKHOLDERS'
EQUITY (DEFICIT):
|
|||||||
Series
D Cumulative Preferred Stock, 3,000 shares authorized, 0 and 742
shares
issued and outstanding
|
-
|
1
|
|||||
Series
E Cumulative Preferred Stock, 10,000 shares authorized, 0 and 1,170
shares
issued and outstanding
|
-
|
1
|
|||||
Common
stock, $0.001 par value, 150,000,000 shares authorized, 39,550,415
and
37,620,513 shares issued and outstanding,
respectively
|
39
|
38
|
|||||
Additional
paid in capital
|
72,747
|
72,222
|
|||||
Accumulated
deficit
|
(72,393
|
)
|
(72,505
|
)
|
|||
Other
comprehensive income
|
1
|
1
|
|||||
Total
stockholders' equity (deficit)
|
394
|
(242
|
)
|
||||
Total
liabilities and stockholders' equity (deficit)
|
$
|
3,209
|
$
|
2,584
|
|
Years
ended July 31,
|
||||||
|
2008
|
2007
|
|||||
OPERATING
REVENUES:
|
|||||||
VoIP
services
|
$
|
41,961
|
$
|
31,692
|
|||
Total
operating revenues
|
41,961
|
31,692
|
|||||
|
|||||||
OPERATING
EXPENSES:
|
|||||||
Cost
of services (exclusive of depreciation and amortization, shown
below)
|
38,884
|
29,521
|
|||||
Selling,
general and administrative expense (exclusive of legal and professional
fees)
|
2,400
|
1,625
|
|||||
Legal
and professional fees
|
352
|
258
|
|||||
Bad
debt expense (recovery)
|
(27
|
)
|
98
|
||||
Depreciation
and amortization expense
|
160
|
99
|
|||||
Total
operating expenses
|
41,769
|
31,601
|
|||||
|
|||||||
OPERATING
INCOME
|
192
|
91
|
|||||
|
|||||||
OTHER
INCOME (EXPENSE):
|
|||||||
Debt
forgiveness income
|
41
|
-
|
|||||
Investment
loss
|
(16
|
)
|
-
|
||||
Interest
expense
|
(105
|
)
|
(348
|
)
|
|||
Total
other expense
|
(80
|
)
|
(348
|
)
|
|||
|
|||||||
NET
INCOME (LOSS)
|
112
|
(257
|
)
|
||||
|
|||||||
LESS:
PREFERRED DIVIDEND
|
(12
|
)
|
(56
|
)
|
|||
ADD:
REVERSAL OF PREVIOUSLY RECORDED PREFERRED DIVIDEND
|
340
|
828
|
|||||
|
|||||||
NET
INCOME TO COMMON STOCKHOLDERS
|
$
|
440
|
$
|
515
|
|||
|
|||||||
BASIC
INCOME PER SHARE TO COMMON STOCKHOLDERS
|
$
|
0.01
|
$
|
0.02
|
|||
DILUTED
INCOME PER SHARE TO COMMON STOCKHOLDERS
|
$
|
0.01
|
$
|
0.02
|
|||
|
|||||||
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
|
39,143,748
|
27,908,044
|
|||||
DILUTED
COMMON SHARES OUTSTANDING
|
39,197,319
|
28,049,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
||||||||||||||
|
|
Preferred
(D)
|
|
Preferred
(E)
|
|
Preferred
(H)
|
|
Common
|
|
|
|
Paid-in
|
|
Retained
|
|
Comp.
|
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Capital
|
|
(Deficit)
|
|
Income/Loss
|
|
Totals
|
|||||||||||||
BALANCE,
JULY 31, 2006
|
742
|
1
|
1,170
|
1
|
11,802,420
|
12
|
16,444,403
|
16
|
$
|
68,775
|
$
|
(72,248
|
)
|
$
|
1
|
$
|
(3,442
|
)
|
|||||||||||||||||||
Shares
issued for Services
|
1,475,062
|
1
|
333
|
334
|
|||||||||||||||||||||||||||||||||
Common
shares issued for Preferred Stock Conversion
|
(11,802,420
|
)
|
(12
|
)
|
16,261,847
|
16
|
1,137
|
1,141
|
|||||||||||||||||||||||||||||
Exercise
of warrants
|
150,000
|
2
|
35
|
37
|
|||||||||||||||||||||||||||||||||
Dividends
declared
|
(56
|
)
|
(56
|
)
|
|||||||||||||||||||||||||||||||||
Reversal
of previously recorded preferred dividend
|
828
|
828
|
|||||||||||||||||||||||||||||||||||
Stock
option expense
|
267
|
267
|
|||||||||||||||||||||||||||||||||||
Proceeds
from exercise of options
|
100,000
|
1
|
16
|
17
|
|||||||||||||||||||||||||||||||||
Beneficial
Conversion Feature, private placement
|
144
|
144
|
|||||||||||||||||||||||||||||||||||
Shares
issued for conversion of notes payable
|
3,189,201
|
2
|
743
|
745
|
|||||||||||||||||||||||||||||||||
Net
(Loss)
|
(257
|
)
|
(257
|
)
|
|||||||||||||||||||||||||||||||||
BALANCE,
JULY 31, 2007
|
742
|
1
|
1,170
|
1
|
-
|
-
|
37,620,513
|
38
|
$
|
72,222
|
$
|
(72,505
|
)
|
$
|
1
|
$
|
(242
|
)
|
|||||||||||||||||||
Repurchase
of Common Shares
|
(44,002
|
)
|
-
|
$
|
(10
|
)
|
(10
|
)
|
|||||||||||||||||||||||||||||
Shares
issued for Services
|
1,448,686
|
1
|
348
|
349
|
|||||||||||||||||||||||||||||||||
Common
shares issued for Preferred Stock Conversion
|
3,434
|
-
|
1
|
1
|
|||||||||||||||||||||||||||||||||
Dividends
declared
|
(12
|
)
|
(12
|
)
|
|||||||||||||||||||||||||||||||||
Reversal
of previously recorded preferred dividend
|
340
|
340
|
|||||||||||||||||||||||||||||||||||
Stock
option expense
|
423
|
423
|
|||||||||||||||||||||||||||||||||||
Shares
issued for conversion of notes payable
|
-
|
-
|
521,784
|
-
|
135
|
135
|
|||||||||||||||||||||||||||||||
Retirement
of preferred stock, settlement of lawsuit
|
(742
|
)
|
(1
|
)
|
(1,170
|
)
|
(1
|
)
|
(700
|
)
|
(702
|
)
|
|||||||||||||||||||||||||
Net
income
|
112
|
112
|
|||||||||||||||||||||||||||||||||||
BALANCE,
July 31, 2008
|
-
|
-
|
-
|
-
|
-
|
-
|
39,550,415
|
39
|
$
|
72,746
|
$
|
(72,393
|
)
|
$
|
1
|
$
|
394
|
Years
ended July 31,
|
|||||||
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
NET
INCOME (LOSS)
|
$
|
112
|
$
|
(257
|
)
|
||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
|||||||
Investment
loss
|
16
|
-
|
|||||
Debt
forgiveness income
|
(41
|
)
|
-
|
||||
Depreciation
and amortization
|
160
|
99
|
|||||
Issuance
of stock grants and options, employees for services
|
695
|
473
|
|||||
Issuance
of common stock and warrants for services
|
77
|
129
|
|||||
Provisions
for losses on accounts receivables
|
(27
|
)
|
98
|
||||
Amortization
of debt discount
|
8
|
152
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(238
|
)
|
(343
|
)
|
|||
Prepaid
expenses and other
|
(96
|
)
|
(61
|
)
|
|||
Accounts
payable
|
322
|
174
|
|||||
Accounts
payable-related party
|
-
|
15
|
|||||
Accrued
liabilities
|
(23
|
)
|
83
|
||||
Net
cash provided by operating activities
|
965
|
562
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Investment
in certificates of deposit
|
(13
|
)
|
(306
|
)
|
|||
Note
receivable, related party
|
(25
|
)
|
-
|
||||
Purchase
of VoIP License
|
(100
|
)
|
(50
|
)
|
|||
Purchases
of property & equipment
|
(25
|
)
|
(145
|
)
|
|||
Net
cash used in investing activities
|
(163
|
)
|
(501
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Payments
on notes payable, related party
|
-
|
(106
|
)
|
||||
Payments
on notes payable
|
(251
|
)
|
(104
|
)
|
|||
Payments
on advances from shareholders
|
-
|
(148
|
)
|
||||
Retirement
of redeemable preferred stock series D&E
|
(250
|
)
|
-
|
||||
Acquisition
of common stock
|
(10
|
)
|
-
|
||||
Proceeds
from advances from shareholders
|
-
|
713
|
|||||
Proceeds
from Notes payables
|
-
|
550
|
|||||
Proceeds
from the exercise of stock options
|
-
|
16
|
|||||
Proceeds
from the exercise of warrants
|
-
|
35
|
|||||
Principal
payments on capital lease obligation
|
(3
|
)
|
(3
|
)
|
|||
Net
cash (used in) / provided by financing activities
|
(514
|
)
|
953
|
||||
INCREASE
IN CASH
|
288
|
1,014
|
|||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
1,050
|
36
|
|||||
CASH
AND CASH EQUIVALENTS, end of period
|
$
|
1,338
|
$
|
1,050
|
|||
SUPPLEMENTAL
DISCLOSURES:
|
|||||||
Cash
paid for interest
|
$
|
62
|
$
|
77
|
|||
Cash
paid for income tax
|
-
|
-
|
|||||
NON-CASH
INVESTING AND FINANCING TRANSACTIONS
|
|||||||
Issuance
of common stock for conversion of debt
|
$
|
136
|
$
|
688
|
|||
Issuance
of common stock for accounts payable
|
-
|
58
|
|||||
Conversion
of preferred stock to common stock
|
1
|
1,141
|
|||||
Preferred
stock dividends
|
12
|
56
|
|||||
Reversal
of previously recorded preferred stock dividend
|
(340
|
)
|
(828
|
)
|
|||
Discount
for beneficial conversion feature on convertible debt
|
-
|
144
|
|||||
Gain
from the sale of Telefamilia
|
82
|
-
|
|||||
Acquisition
of VoIP license, conversion of note receivable
|
150
|
-
|
|||||
Acquisition
of fixed assets, conversion of accounts receivable
|
50
|
-
|
|||||
Note
payable, settlement of redeemable preferred stock
|
450
|
-
|
·
|
ATSI
is the primary obligor in its
arrangements,
|
·
|
ATSI
has latitude in establishing
pricing,
|
·
|
ATSI
changes the product or performs part of the service and is involved
in the
determination of the product or service
specifications,
|
·
|
ATSI
has discretion in supplier selection
and
|
·
|
ATSI
assumes credit risk for the amount billed to the
customer.
|
Useful
lives
|
2008
|
2007
|
||||||||
Telecom
equipment & software
|
1-5
years
|
$
|
611
|
$
|
499
|
|||||
Less:
accumulated depreciation
|
(439
|
)
|
(281
|
)
|
||||||
Net-property
and equipment
|
$
|
172
|
$
|
218
|
July
31,
|
|||||||
2008
|
2007
|
||||||
(in
thousands)
|
|||||||
9%
Convertible Subordinated Debenture, bering interest at 9.00% per
annum
maturing June 1, 2010, convertible into common stock annually at
the
higher of A) $0.27 per share or B) the average closing price of ATSI
common stock for the 10 days immediately preceding the date of conversion,
subject to a maximum number of 1,540,741 common shares issuable upon
conversion, outstanding balance, net of unamortized discount of $5
and $8,
respectively
|
$
|
159
|
$
|
234
|
|||
Note
payable to CCA Financial Services payable in monthly installments
bering
interest at 13.50% per annum, maturing December 31, 2008, collateralized
by ATSI's equipment deposit of accounts and accounts
receivables
|
101
|
207
|
|||||
Note
payable to Alfonso Torres, payable upon maturity bearing interest
of 6.00%
per annum, maturing October 1, 2009.
|
460
|
500
|
|||||
Note
payable to The Shaar Fund, payable in quarterly installments bearing
interest of 7.50% per annum, maturing April 12, 2012.
|
416
|
-
|
|||||
Note
payable to Wells Fargo bank payable in monthly installments bering
interest at 7.00% per annum, maturing April 1, 2009, collateralized
by
ATSI's certificates of deposit
|
39
|
88
|
|||||
Note
payable to Wells Fargo bank payable in monthly installments bering
interest at 7.25% per annum, maturing July 25, 2010, collateralized
by
ATSI's certificates of deposit
|
138
|
200
|
|||||
|
|
||||||
Total
outstanding long term debt
|
1,313
|
1,229
|
|||||
Current
portion of long-term debt
|
(644
|
)
|
(894
|
)
|
|||
Long-term
debt, net of current portion
|
$
|
669
|
$
|
335
|
(in
thousands)
|
||||
Fiscal
2009
|
$
|
414
|
||
Fiscal
2010
|
899
|
|||
Total
payments
|
$
|
1,313
|
2008
|
2007
|
||||||
Deferred
tax assets
|
$
|
5,642,000
|
$
|
5,675,000
|
|||
Valuation
allowance
|
(5,642,000
|
)
|
(5,675,000
|
)
|
|||
Total
deferred tax asset, net
|
$
|
-
|
$
|
-
|
-
|
149,288
common shares valued at $30,820 to its placement agent and consultants
for
their services rendered.
|
- |
1,299,398
common shares to its employees and directors for services rendered.
ATSI
recorded the fair value of $272,873 as the compensation expense in
its
statement of operations.
|
- |
3,434
common shares to a Series H Preferred Stock stockholder for an conversion
of the Series H Preferred Stock.
|
- |
130,436
common shares to Alfonso Torres in lieu of $30,000 in accrued interest
associated with the Alfonso Torres note payable.
|
- |
391,348
common shares to the holders of the Convertible Debentures in lieu
of a
principal payment of $83,200 and $22,464 in accrued interest.
|
-
|
495,062
shares of common stock valued at $128,920 for its placement agent
fees and
legal and consulting services rendered by various
individuals.
|
-
|
980,000
shares of common stock to its employees and directors for services
rendered. ATSI recorded compensation expense of $205,800 in its
statement
of operations for the aggregate market value of the stock at the
date of
issuance.
|
-
|
16,149,938
shares of common stock in connection with the conversion and redemption
of
11,802,420 shares of Series H Preferred Stock and accrued premium
common
shares.
|
-
|
111,909
shares of common stock in connection with the conversion of 2,750
shares
of Series A Preferred Stock and accrued dividend.
|
-
|
150,000
shares of common stock upon exercise of outstanding warrants for
aggregate
proceeds of $34,500.
|
-
|
100,000
shares of common stock upon exercise of outstanding stock options
by an
employee for $16,000.
|
-
|
66,226
shares of common stock to Richard Benkendorf as a payment of $15,226
under
a settlement agreement.
|
-
|
137,412
shares of common stock to John Fleming as a payment of $42,600
under a
settlement agreement.
|
-
|
2,566,482
shares of common stock in connection with the conversion of various
notes
payable in the principal amount of $564,600 and accrued interest
of
$10,292.
|
-
|
419,081
shares of common stock valued at $113,152 in connection with the
annual
payment on the “New Debentures” dated June 1,
2006.
|
For
the Years Ended July 31,
|
|||||||
2008
|
2007
|
||||||
Expected
dividends yield
|
0.00
|
%
|
0.00
|
%
|
|||
Expected
stock price volatility
|
75%
- 105
|
%
|
80
|
%
|
|||
Risk-free
interest rate
|
3.15%
- 4.65
|
%
|
4.51
|
%
|
|||
Expected
life of options
|
4
-
6 years
|
7
years
|
Weighted-average
|
||||||||||
Weighted-average
|
remaining contractual
|
|||||||||
2005 Stock Compensation Plan
|
Options
|
exercise price
|
term (years)
|
|||||||
|
|
|
|
|||||||
Outstanding
at July 31, 2006
|
4,354,000
|
$
|
0.16
|
6
|
||||||
|
|
|
|
|||||||
Granted
|
1,345,000
|
0.21
|
6
|
|||||||
Forfeited
|
(100,000
|
)
|
0.16
|
6
|
||||||
|
|
|
|
|||||||
Outstanding
at July 31, 2007
|
5,599,000
|
$
|
0.17
|
6
|
||||||
|
|
|
|
|||||||
Granted
|
2,715,000
|
0.22
|
6
|
|||||||
Forfeited
|
(75,000
|
)
|
0.21
|
6
|
||||||
|
|
|
|
|||||||
Outstanding
at July 31, 2008
|
8,239,000
|
0.19
|
6
|
|||||||
|
|
|
|
|||||||
Exercisable
at July 31, 2008
|
4,905,666
|
$
|
0.17
|
6
|
For
the year Ended
July
31,
|
||||
2008
|
||||
Expected
dividend yield
|
0.00
|
%
|
||
Expected
stock price volatility
|
105
|
%
|
||
Risk-free
interest rate
|
3.62
|
%
|
||
Contractual
life of warrants
|
7
years
|
|||
Weighted-average
|
||||||||||
Weighted-average
|
remaining contractual
|
|||||||||
|
Warrants
|
exercise price
|
term (years)
|
|||||||
Outstanding
at July 31, 2006
|
150,000
|
$
|
0.23
|
3
|
||||||
Granted
|
-
|
-
|
-
|
|||||||
Exercised
|
(150,000
|
)
|
0.23
|
3
|
||||||
Forfeited
|
-
|
-
|
-
|
|||||||
Outstanding
at July 31, 2007
|
-
|
$
|
-
|
-
|
||||||
Granted
|
375,000
|
0.18
|
4
|
|||||||
Exercised
|
-
|
-
|
-
|
|||||||
Forfeited
|
-
|
-
|
-
|
|||||||
Outstanding
at July 31, 2008
|
375,000
|
$
|
0.18
|
4
|
||||||
Exercisable
at July 31, 2008
|
375,000
|
$
|
0.18
|
4
|
Promissory
notes from Fiesta/Telefamilia
|
$
|
82,984
|
||
Note
payable from Fiesta
|
15,000
|
|||
Total
purchase price
|
97,984
|
|||
Assets
sold
|
(67,165
|
)
|
||
Liabilities
transferred
|
50,728
|
|||
Gain
on sale of Telefamilia
|
$
|
81,547
|
Expected
dividend yield
|
0.00
|
%
|
||
Expected
stock price volatility
|
126
|
%
|
||
Risk-free
interest rate
|
3.37
|
%
|
||
Contractual
life of warrants
|
7
years
|
|||
ITEM 9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
Name
|
Age
|
Position
Held
|
|||
Arthur
L. Smith
|
43
|
President,
Chief Executive Officer and Director
|
|||
Ruben
R. Caraveo
|
40
|
Sr.
Vice President, Operations and Technology
|
|||
Antonio
Estrada Jr.
|
34
|
Sr.
Vice President, Treasurer & Corporate Controller
|
|||
John
R. Fleming
|
54
|
Director,
Interim Executive Chairman of the Board
|
|||
Murray
R. Nye
|
54
|
Director
|
Name and Position
|
Number of
Transactions
Not
Reported
|
Number of
Reports
Filed Late
|
Number of
Transactions
Reported
Late
|
|||||||
Ruben
R. Caraveo, Sr. Vice President of Operations and
Technology
|
0
|
12
|
15
|
·
|
The
name of the stockholder and evidence of ownership of our shares,
including
the number of shares owned and the length of time of ownership;
and
|
·
|
The
name of the candidate, the candidate’s resume or a listing of her or his
qualifications to be one of our directors and the person’s consent to be
named as a director if nominated by the
directors.
|
·
|
Offer
compensation opportunities that attract highly qualified executives,
reward outstanding initiative and achievement, and retain the leadership
and skills necessary to build long-term stockholder value;
|
·
|
Emphasize
pay-for-performance by maintaining a portion of executives’ total
compensation at risk, tied to both our annual and long-term financial
performance and the creation of stockholder value; and
|
·
|
Further
our short and long-term strategic goals and values by aligning executive
officer compensation with business objectives and individual performance.
|
·
|
Base
salary;
|
·
|
Annual
performance-based cash bonus;
|
·
|
Long-term
incentives in the form of stock options;
and
|
·
|
Benefits
that are offered to executives on the same basis as our non-executive
employees.
|
·
|
Existing
salary levels;
|
·
|
Competitive
pay practices;
|
·
|
Individual
and corporate performance; and
|
·
|
Internal
equity among our executives, taking into consideration their relative
contributions to our success.
|
Name
|
Title
|
Bonus
|
|||||
Arthur
L. Smith
|
President,
Chief Executive Officer and Director
|
$
|
75,000
|
||||
Ruben
R. Caraveo
|
Sr.
Vice President, Operations and Technology
|
$
|
67,500
|
||||
Antonio
Estrada Jr.
|
Sr.
Vice President & Corporate Controller
|
$
|
55,000
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus(1)
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||
Arthur
L. Smith
CEO
& President
|
2008
2007
|
$
$
|
150,000
150,000
|
$
$
|
90,392
42,187
|
$
$
|
7,012
47,250
|
(2)
(2)
|
$
$
|
94,500
63,000
|
(2)
(2)
|
$
$
|
50,738
22,154
|
(3)
(3)
|
$
$
|
392,642
324,591
|
||||||
Ruben
R. Caraveo
Senior
Vice President of Operations and Technology
|
2008
2007
|
$
$
|
135,000
130,000
|
$
$
|
127,371
48,750
|
$
$
|
-0-
36,750
|
(2)
|
$
$
|
78,750
52,500
|
(2)
(2)
|
$
$
|
47,327
19,904
|
(3)
(3)
|
$
$
|
388,448
287,904
|
||||||
Antonio
Estrada Jr.
Senior
Vice President of Finance & Corporate Controller
|
2008
2007
|
$
$
|
110,000
90,000
|
$
$
|
101,126
28,686
|
$
$
|
15,226
36,750
|
(2)
(2)
|
$
$
|
78,750
52,500
|
(2)
(2)
|
$
$
|
32,102
15,216
|
(3)
(3)
|
$
$
|
337,204
223,152
|
(1)
|
Bonus
amounts are based on the bonus payments for the 2008 fiscal year
|
(2)
|
A
description of the assumptions made in valuation of options granted
can be
found in Note 9 to the Financial Statements, which is deemed to be
a part
of this Item.
|
(3)
|
All
other compensation consists of contributions by the Company into
the
Non-Standardized Profit Sharing
Plan.
|
Name
|
Grant Date
|
Number of
Shares of
Stock or
Units
(#)
|
Number of
Securities
Underlying
Options
(#)
|
Exercise or
Base Price
of Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock and
Option Awards
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Arthur
L. Smith
|
9/25/2006
|
225,000
|
300,000
|
$
|
0.21
|
$
|
288,000
|
|||||||||
|
8/14/2007
|
275,000
|
450,000
|
$
|
0.21
|
$
|
369,500
|
|||||||||
|
||||||||||||||||
Ruben
R. Caraveo
|
9/25/2006
|
175,000
|
250,000
|
$
|
0.21
|
$
|
227,500
|
|||||||||
|
8/14/2007
|
225,369
|
375,000
|
$
|
0.21
|
$
|
304,119
|
|||||||||
|
||||||||||||||||
Antonio
Estrada, Jr.
|
9/25/2006
|
175,000
|
250,000
|
$
|
0.21
|
$
|
227,500
|
|||||||||
|
8/14/2007
|
225,369
|
375,000
|
$
|
0.21
|
$
|
304,119
|
Option Awards
|
Stock Awards
|
||||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Arthur
L. Smith
|
420,000
|
-
|
$
|
0.16
|
9/29/2015
|
-
|
-
|
||||||||||||
|
350,000
|
175,000
|
$
|
0.16
|
10/3/2015
|
-
|
-
|
||||||||||||
|
200,000
|
100,000
|
$
|
0.21
|
9/25/2016
|
-
|
-
|
||||||||||||
|
150,000
|
300,000
|
$
|
0.21
|
8/15/2017
|
-
|
-
|
||||||||||||
Ruben
R. Caraveo
|
375,000
|
-
|
$
|
0.16
|
9/29/2015
|
-
|
-
|
||||||||||||
|
316,666
|
158,334
|
$
|
0.16
|
10/3/2015
|
-
|
-
|
||||||||||||
|
166,666
|
83,334
|
$
|
0.21
|
9/25/2016
|
-
|
-
|
||||||||||||
|
125,000
|
250,000
|
$
|
0.21
|
8/15/2017
|
-
|
-
|
||||||||||||
Antonio
Estrada Jr.
|
347,000
|
-
|
$
|
0.16
|
9/29/2015
|
-
|
-
|
||||||||||||
|
316,666
|
158,334
|
$
|
0.16
|
10/3/2015
|
-
|
-
|
||||||||||||
|
166,666
|
83,334
|
$
|
0.21
|
9/25/2016
|
-
|
-
|
||||||||||||
|
125,000
|
250,000
|
$
|
0.21
|
8/15/2017
|
-
|
-
|
Name
|
Executive
Contribution in
Last FY
($)
|
Registrant
Contribution in
Last FY
($)(1)
|
Aggregate
Earnings in Last
FY
($)
|
Aggregate
Withdrawals /
Distributions
($)
|
Aggregate
Balance at Last
FYE
($)(2)
|
|||||||||||
Arthur
L. Smith
|
$
|
50,738
|
$
|
22,154
|
||||||||||||
Ruben
R. Caraveo
|
$
|
47,327
|
$
|
19,904
|
||||||||||||
Antonio
Estrada, Jr.
|
$
|
32,102
|
$
|
15,216
|
(1)
|
All
amounts reported in this column are included as Other Compensation
for
fiscal 2008 in the Summary Compensation
Table.
|
(2)
|
All
amounts reported in this column are included as Other Compensation
for
fiscal 2007 in the Summary Compensation
Table.
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||
John
R. Fleming
|
$
|
36,750
|
(1)
|
$
|
52,500
|
(1)
|
$
|
89,250
|
|||||||||||
Murray
R. Nye
|
$
|
36,750
|
(2)
|
$
|
52,500(2
|
(2)
|
$
|
89,250
|
(1)
|
As
of July 31, 2008, Mr. Fleming had options to purchase an aggregate
of
1,075,000 shares of common stock and 175,000 shares of common stock
issued
pursuant to Stock awards. A description of the assumptions made in
valuation of options granted can be found in Note 10 to the Financial
Statements, which is deemed to be a part of this Item.
|
(2)
|
As
of July 31, 2008, Mr. Nye had options to purchase an aggregate of
1,075,000 shares of common stock and 175,000 shares of common stock
issued
pursuant to Stock awards. A description of the assumptions made in
valuation of options granted can be found in Note 2 to the Financial
Statements, which is deemed to be a part of this Item.
|
ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
|
|
|
|
|||||||
NAME
OF
|
COMMON
|
%
OF
|
TOTAL
VOTING
|
|||||||
INDIVIDUAL
OR GROUP
|
STOCK
|
CLASS
(1)
|
INTEREST
|
|||||||
|
||||||||||
INDIVIDUAL
OFFICERS, DIRECTORS AND NOMINEES
|
||||||||||
|
||||||||||
Arthur
L. Smith
|
2,690,152
|
(2)
|
5.9
|
%
|
2,690,152
|
(2)
|
||||
President,
Chief Executive Officer
|
||||||||||
Director
|
||||||||||
|
||||||||||
Ruben
R. Caraveo
|
1,880,148
|
(3)
|
4.1
|
%
|
1,880,148
|
(3)
|
||||
Sr.
Vice President of Operations and Technology
|
||||||||||
|
||||||||||
Antonio
Estrada Jr.
|
1,894,827
|
(4)
|
4.1
|
%
|
1,894,827
|
(4)
|
||||
Sr.
VP of Finance & Corporate Controller
|
||||||||||
|
||||||||||
John
R. Fleming
|
1,641,757
|
(5)
|
3.6
|
%
|
1,641,757
|
(5)
|
||||
Director
|
||||||||||
|
||||||||||
Murray
R. Nye
|
1,641,757
|
(6)
|
3.6
|
%
|
1,641,757
|
(6)
|
||||
Director
|
||||||||||
|
||||||||||
ALL
OFFICERS AND
|
||||||||||
DIRECTORS
AS A GROUP
|
9,748,641
|
(7)
|
21.3
|
%
|
9,748,641
|
(7)
|
(1) |
Based
upon 45,750,739 shares of common stock outstanding as of July 31,
2008.
Any shares represented by options exercisable within 60 days after
July
31, 2008 are treated as being outstanding for the purpose of computing
the
percentage of the class for such person but not
otherwise.
|
(2) |
Includes
1,120,000 shares subject to options exercisable at July 31,
2008.
|
(3) |
Includes
983,333 shares subject to options exercisable at July 31,
2008.
|
(4) |
Includes
955,333 shares subject to options exercisable at July 31,
2008.
|
(5) |
Includes
725,000 shares subject to options exercisable at July 31,
2008.
|
(6) |
Includes
725,000 shares subject to options exercisable at July 31, 2008.
|
(7) |
Includes
4,508,666 shares subject to options exercisable at July 31,
2008.
|
Year Ended July 31,
|
|||||||
Description
of Fees
|
2008
|
2007
|
|||||
Audit
Fees
|
$
|
68,000
|
$
|
57,640
|
|||
Tax
fees
|
-0-
|
-0-
|
2.1
|
Plan
and Agreement of Merger of ATSI Communications, Inc. with and into
ATSI
Merger Corporation, dated as of March 24, 2004. (Exhibit
2.1 to Form 8-K of ATSI filed on May 24,
2004)
|
3.1
|
Articles
of Incorporation of ATSI Merger Corporation. (Exhibit
3.1 to Form 8-K of ATSI filed on May 24,
2004)
|
3.2
|
Bylaws
of ATSI Merger Corporation. (Exhibit
3.2 to Form 8-K of ATSI filed on May 24,
2004)
|
3.3
|
Articles
of Merger of ATSI Communications, Inc. with and into ATSI Merger
Corporation. (Exhibit
3.3 to Form 8-K of ATSI filed on May 24,
2004)
|
4.1 |
Secured
Promissory Note and Security Agreement dated November 4, 2005 between
ATSI
Communications, Inc.
and CSI Business Finance, Inc. (Exhibit
4.2 to form 10-QSB for the period Ended October 31, 2005 filed
December
15, 2005)
|
4.3 |
Convertible
Debenture Agreement (Exhibit
4.18 to Annual Report on Form 10-KSB for the year ended July 31,
2006
filed October 30, 2006)
|
4.4 |
Promissory
note payable to Alfonso Torres dated October 1, 2007 in the principal
amount of $459,170. (Exhibit
10.4 to Form 10-QSB for the period ended October 31, 2006 filed December
1
4, 2007)
|
4.5 |
Promissory
note payable to The Shaar Fund dated December 10, 2007 in the principal
amount of $460,000. (Exhibit
10.2 to Form 10-QSB for the period ended October 31, 2006 filed December
1
4, 2007)
|
4.6 |
Promissory
Notes payable to several holders dated September 26, 2008 in the
principal
amount of $850,000.*
|
10.1
|
Interconnection
Agreement TELMEX and ATSICOM (English summary) (Exhibit
10.26 to Annual Report on Form 10-K for year ended July 31, 2003
filed
November 12, 2003)
|
10.2 |
Interconnection
Agreement TELMEX and ATSICOM (English Translation) (Exhibit
10.27 to Amended Annual Report on Form 10-K/A for the year ended
July 31,
2003 filed March 2, 2004)
|
10.3
|
Settlement
Agreement dated December 10, 2007 between ATSI Communications, Inc.
and
The Shaar Fund, Inc.
(Exhibit 10.3 to Form 10-QSB for the period ended October 31, 2006
filed
December 1 4, 2007)
|
10.4 |
Confidential
Settlement Agreement dated August 27, 2007 between ATSI Communications,
Inc. and RGC International Investors, LDC.
(Exhibit 10.7 to Annual Report on Form 10-KSB for the period ended
July
31, 2007 filed October 17,
2007)
|
31.1
|
Certification
of our President and Chief Executive Officer, under Section 302 of
the
Sarbanes-Oxley Act of 2002. *
|
31.2
|
Certification
of our Corporate Controller and Principal Financial Officer, under
Section
302 of the Sarbanes-Oxley Act of 2002.
*
|
32.1
|
Certification
of our President and Chief Executive Officer, under Section 906 of
the
Sarbanes-Oxley Act of 2002.
*
|
32.2
|
Certification
of our Corporate Controller and Principal Financial Officer, under
Section
906 of the Sarbanes-Oxley Act of 2002.
*
|
ATSI COMMUNICATIONS, INC.
|
||
Date:
October 29, 2008
|
By:
|
/s/
Arthur L. Smith
|
Arthur
L. Smith
|
||
President
and
|
||
Chief
Executive Officer
|
Title
|
Date
|
|||
/s/
Arthur L. Smith
|
Principal
Executive Officer and Director
|
October
29, 2008
|
||
Arthur L. Smith | ||||
/s/
Antonio Estrada Jr.
|
Principal
Accounting Officer
|
October
29, 2008
|
||
Antonio
Estrada Jr.
|
Principal
Finance Officer
|
|
||
/s/
John R. Fleming
|
Director
|
October
29, 2008
|
||
John
R. Fleming
|
||||
Director
|
October
29, 2008
|
|||
Murray
R. Nye
|
4.6 |
Promissory
Notes payable to several holders dated September 26, 2008 in the
principal
amount of $850,000.*
|
31.3
|
Certification
of our President and Chief Executive Officer, under Section 302 of
the
Sarbanes-Oxley Act of 2002. *
|
31.4
|
Certification
of our Corporate Controller and Principal Financial Officer, under
Section
302 of the Sarbanes-Oxley Act of 2002.
*
|
33.1
|
Certification
of our President and Chief Executive Officer, under Section 906 of
the
Sarbanes-Oxley Act of 2002.
*
|
32.3
|
Certification
of our Corporate Controller and Principal Financial Officer, under
Section
906 of the Sarbanes-Oxley Act of 2002.
*
|