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Correspondence

August 17, 2005

Mr. Larry Spirgel

Assistant Director

United States Securities

     and Exchange Commission

100 F Street, N.W.

Washington, DC 20549

Dear Mr. Spirgel:

Pursuant to our telephone conversation on Friday, August 12, we are sending you this supplemental
response to your letter of inquiry dated July 7, 2005. This response is intended to supplement our
response dated July 28, 2005 and address your request for additional documentation regarding Item 4
(Mandatorily Redeemable Convertible Preferred Stock).

The 20% discount was the product of discussions between the company and our investment bankers,
Morgan Keegan, as well as the merger, acquisitions and evaluation people at PriceWaterhouseCoopers.
The discount was utilized because the of the use per share market price for an exchange this large
would be inappropriate as such a large exchange of shares negotiated at arms’ length would almost
certainly take place at a discount from the market price. The 20% discount was believed to
represent the estimated fair value.

Enclosed are work papers that Trinsic employees prepared in support of the entries (these were
prepared under close scrutiny and advisement of our auditors). I have also included some notes
that were part of the attached spreadsheets in which we documented the applicability of EITF Topic
D-42, FAS84 and APB14. I hope this information is sufficient for your review.

As we discussed, Trinsic is awaiting clearance on this review to proceed with the filing of a
registration statement. We hope that we have adequately answered your questions about this
conversion. I will call you on Friday to follow up on any questions you may have on this matter.

Sincerely,

Trey Davis

Chief Executive Officer

    cc:

    John Lines, General Counsel, Trinsic, Inc.

Andy Graham, Legal Officer, Trinsic, Inc.

T.J. Mangold, Partner, PriceWaterhouseCoopers, LLP

Douglas Mims, Partner, Carr, Riggs & Ingram, LLC

Mike Morgan, Acting Chief Financial Officer, Trinsic, Inc.

Ted LaRoche, Chairman, Trinsic Inc. Audit Committee

Ray Golden, Trinsic, Inc. Audit Committee Member

Roy Neel, Trinsic, Inc, Audit Committee Member

Z-Tel Communications

Preferred Stock Conversion & Reverse Stock Split

December 31, 2004

Note: Conversion & stock split were effective November 30, 2004. Warrants are still outstanding

Reverse Split was 1 for 5.

Entry

    Account

    Description

    DR

    CR

    4519-000-000-000-ZTL

    Mandatorily Convertible Preferred Shares
$
    149,157,683.07

    ??

    Accumulated Deficit
$
    57,400,719.46

    4510-000-000-000-ZTL

    Common Stock ($.01 par)

    $
    469,092.76

    4520-000-000-000-ZTL

    APIC

    $
    206,089,309.76

    RECORD CONVERSION OF PREFERRED STOCK

$
    206,558,402.53
$
    206,558,402.53

    **

    NOTE: This value is calculated based on # shares actually issued AFTER reverse split. Since the par value did NOT change with the split, the difference is in APIC.

After Split Share Conversion (from Dilution Table & Cap Table)

    Series D

    20,432,628

    Series E

    21,035,135

    Series G

    5,441,513

    46,909,276

Z-Tel Communications

Preferred Stock Conversion & Reverse Stock Split

Dec-04

Note: Conversion & stock split were effective November 30, 2004. Warrants are still outstanding Reverse Split was 1 for 5.

Completed based on a conversion with TJ on Thursday, December 23rd

SERIES D

    Before Split

    After Split

    Book Value as of November 30, 2004

    $
    59,002,416.60

    < -- from Series D, E, G monthly entry

    # Shares per shareholder list (cap table)

    3,976,723

    795,345

    < --
Original shares from tab called “Shareholder

list”

    # Shares per Dilution Table

    6,353,253

    < -- Per Dilution Table

    # Shares did get (conversion rate of 25.6903)

    102,163,207

    20,432,628

    < --
balance shares to Dilution Table in closing

folder or cap table

    Exchange price

    $
    0.644

    $
    3.220

    < -- per Proxy Statement

    FMV on Conversion Date

    $
    0.360

    $
    1.800

    Dilution Price

    $
    8.470

    $
    42.350

    BEFORE SPLIT

    3,976,723.00

    Value of Securities issued

    $
    36,778,754.52

    Number of Shares Issued

    102,163,207

    FMV of shares on conversion date

    $
    0.360

    Value of Securities issuable per original agreement (per PWC)

    $
    2,796,401.17

    # Shares Issued

    102,163,207

    Exchange Price per Proxy

    $
    0.644

    Value of Issued Shares

    $
    65,793,105.31

    Dilution Price

    $
    8.470

    # Shares WOULD have received

    7,767,781

    FMV of shares on conversion date

    $
    0.360

    Difference = Fair Value of incremental consideration

    $
    33,982,353.35
    x
80
    %

    $
    27,185,882.68

Entry

    Account

    Description

    DR

    CR

    4519

    Manditory Convertible Preferred Shares

    $
    59,002,416.60

    4520

    APIC

    27,185,882.68

    < -- Use with 10-K for net earnings calculation

    4510

    Common Stock ($.01 par)

    204,326.28

    4520

    APIC (plug)

    $
    85,983,973.00

Z-Tel Communications

Preferred Stock Conversion & Reverse Stock Split

Dec-04

Note: Conversion & stock split were effective November 30, 2004. Warrants are still outstanding Reverse Split was 1 for 5.

Completed based on a conversion with TJ on Thursday, December 23rd

SERIES E

    Before Split

    After Split

    Book Value as of November 30, 2004

    $
    66,211,378.65

    < -- from Series D, E, G monthly entry

    # Shares per shareholder list (cap table)

    4,166,667

    833,333

<
-- Original shares from tab called “Shareholder
  list”

    # Shares per Dilution Table

    6,060,607

    < -- Per Dilution Table

    # Shares did get (conversion rate of 25.6903)

    105,175,675

    21,035,135

    < -- balance shares to Dilution Table in closing   folder or cap table

    Exchange price

    $
    0.644

    $
    3.220

    < -- per Proxy Statement

    FMV on Conversion Date

    $
    0.360

    $
    1.800

    Dilution Price

    $
    8.080

    BEFORE SPLIT

    Value of Securities issued

    $
    37,863,243.03

    Number of Shares Issued

    105,175,675

    FMV of shares on conversion date

    $
    0.360

    Value of Securities issuable per original agreement (per PWC)

    $
    3,017,812.93

    # Shares Issued

    105,175,675

    Exchange Price per Proxy

    $
    0.644

    Value of Issued Shares

    $
    67,733,134.75

    Dilution Price

    $
    8.080

    # Shares WOULD have received

    8,382,814

    FMV of shares on conversion date

    $
    0.360

    Difference = Fair Value of incremental consideration

    $
    34,845,430.09
    x
    80
    %

    $
    27,876,344.08

Entry

    Account

    Description

    DR

    CR

    4519

    Manditory Convertible Preferred Shares

    $
    66,211,378.65

    4520

    APIC

    27,876,344.08

    < -- Use with 10-K for net earnings calculation

    4510

    Common Stock ($.01 par)

    210,351.35

    4520

    APIC (plug)

    $
    93,877,371.38

Z-Tel Communications

Preferred Stock Conversion & Reverse Stock Split

Dec-04

Note: Conversion & stock split were effective November 30, 2004. Warrants are still outstanding Reverse Split was 1 for 5.

Completed based on a conversion with TJ on Thursday, December 23rd

SERIES G

    Before Split

    After Split

    Book Value as of November 30, 2004

    $
    23,943,887.82

    < -- from Series D, E, G monthly entry

    # Shares per shareholder list (cap table)

    169

    34

    < -- Original shares from tab called "Shareholder list"

    # Shares per Dilution Table

    13,514,506

    < -- Per Dilution Table

    # Shares did get (conversion rate of 25.6903)

    27,207,594

    5,441,513

    < -- balance shares to Dilution Table in closing folder or cap table, some adjustments were completed with after reverse split shares due to rounding.

    Exchange price

    $
    0.898

    $
    3.220

    < -- per Proxy Statement

    FMV on Conversion Date

    $
    0.360

    $
    1.800

    Dilution Price

    $
    1.280

    BEFORE SPLIT

    Value of Securities issued

    $
    9,794,733.84

    Number of Shares Issued

    27,207,594

    FMV of shares on conversion date

    $
    0.360

    Value of Securities issuable per original agreement (per PWC)

    $
    6,871,617.96

    # Shares Issued

    27,207,594

    Exchange Price per Proxy

    $
    0.898

    Value of Issued Shares

    $
    24,432,419.41

    Dilution Price

    $
    1.280

    # Shares WOULD have received

    19,087,828

    FMV of shares on conversion date

    $
    0.360

    Difference = Fair Value of incremental consideration

    $
    2,923,115.88 x 80%

    $
    2,338,492.70

Entry

    Account

    Description

    DR

    CR

    4519

    Manditory Convertible Preferred Shares

    $
    23,943,887.82

    4520

    APIC

    2,338,492.70

    < -- Use with 10-K for net earnings calculation

    4510

    Common Stock ($.01 par)

    54,415.13

    4520

    APIC (plug)

    $
    26,227,965.39

    Per a conversation
with TJ on Thursday,
December 23, 2004. It
was agreed that we
would create the entry
based on this
conversation. TJ
would then send it to
their National contact
for concurrance the
1st of 2005.

    Question

    Answer:

    FAS84

    FAS84 should be used if this were debt. However, since it is
stock, we are really following Topic D-42.

    Topic D-42

    Topic D-42 has two different pieces. One is if the offering is an
“inducement” the other if the offer is not an inducement. PWC
believes this is an inducement since the number of shares being
granted is greater then the shareholders would have received

    Warrants

    The price paid was less than the FMV (see APB14 Allocation- Dec
2000 in this workbook). Therefore the shareholders were allowed
to pay a discount for the shares & warrant rights. Per APB14, the
amount paid should be divided among shares & warrants. The

    Per PWC, after the conversion is completed, there should be no
more dividend, interest or accretion calculation needed since the
preferred shares have all been converted. Even though the total
“warrant” amount (i.e. $16m for Series D) has not been “accre

    Per PWC, the preferred stock account should be zero once the
conversion entry is entered.

    Number of shares would
have received

    Per PWC, the amount of preferred shares that would have been
received (if there was no inducement) should be calculated as: #
shares did receive multiplied by exchange price in proxy, this
value is then divided by dilution price in Dilution Table at Nov