UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.   20549
 
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING

Commission File Number 001-15687

(Check One): x Form 10-K     o Form 20-F     o Form 11-K     o Form 10-Q     o Form 10-d     o Form N-SAR     o Form N-CSR
 
For Period Ended: 07-31-06

o             Transition Report on Form 10-K
o             Transition Report on Form 20-F
o             Transition Report on Form 11-K
o             Transition Report on Form 10-Q
o             Transition Report on Form N-SAR

For the Transition Period Ended: __________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I
REGISTRANT INFORMATION
 
                      ATSI COMMUNICATIONS, INC.                      
Full name of registrant

                                                                                                   
Former name if applicable

                        3201 Cherry Ridge, Building C, Suite 300                        
Address of principal executive office (Street and number)

                              SAN ANTONIO, TEXAS, 78230                            
City, State and Zip Code
 
PART II
RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
  x
(a)  The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)   The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
   
 
 
 
 
 
 
PART III
NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Registrant’s Annual Report on Form 10-KSB could not be timely filed because the auditors have not had sufficient time to complete their review process.  We fully expect to file the final Form 10-KSB before the time permitted by this extension.
 
PART IV
OTHER INFORMATION
 

(1)   Name and telephone number of person to contact in regard to this notification
 
    Antonio Estrada                 (210)       614-7240, Ext:1062
    (Name)                    (Area Code)  (Telephone Number)
 
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).
 
 
 
 
 x Yes      o  No
 
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.  
 
 
 o  Yes     x  No
 
 
 
 
          ATSI COMMUNICATIONS, INC.         
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
   
 
 		  
 		  
 
Date: October 31, 2006   By:   /s/ Antonio Estrada   
 
Corporate Controller and Principal Accounting and Finance Officer