SecProbe.io

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Mail Stop 6010

	November 23, 2005

Bruce Hahn
Chief Executive Officer
American Telecom Services, Inc.
2466 Peck Road
City of Industry, California 90601

Re:	American Telecom Services, Inc.
	Registration Statement on Form S-1
	Filed November 1, 2005
	File No. 333-129361

Dear Mr. Hahn:

      We have reviewed your registration statement and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please provide us with legible copies of the artwork that you
intend to use in your prospectus.  The text is illegible on the
filed
version.  We may have further comment after reviewing those
materials.

2. Update the disclosure throughout the filing to reflect your
operations as of your most recently completed fiscal quarter.

Explanatory Note

3. We note you intend to do a selling shareholder offering, along
with this firm commitment offering.  In an appropriate location in
the filing, please expand the disclosure to address the following:

* Explain in detail the transactions that relate to the initial
issuance of the notes and redeemable warrants.
* Explain why you are attempting to register warrants to exchange
for
those that you issued privately, rather than simply registering
the
privately placed warrants for resale.
* Explain what exemption from registration you relied upon in
initially issuing the notes and warrants.
* Describe all the material terms of the notes and warrants,
including conversion and exercise terms.  Explain how the warrants
you are attempting to register differ from those initially issued.
* Describe the timing of the two offerings and any adverse
consequences that could result in conducting concurrent offerings.
* Since there is currently no trading market, revise the selling
shareholder prospectus to state the price that the selling
shareholders will offer and sell their shares until an established
trading market develops, or clarify that the selling shareholders
cannot offer and sell any securities unless the IPO takes place.
* Clarify whether any of the shares and/or warrants you are
attempting to register for resale are subject to the lock-up
agreement you describe on page 11.

We may have further comments.

Summary, page 1

4. Please revise your disclosure in the first paragraph of the
"Our
company" section to state, if true, that you are a development
stage
company and have generated nominal revenues to date.

5. Please revise your disclosure in the first sentence to clarify
whether you currently offer a broadband phone product.  If you do
not, disclose when you anticipate that you will begin offering
this
service.

6. Please provide copies of the industry reports cited throughout
the
registration statement, clearly marking the relevant sections.
For
example, you cite industry estimates by Jupiter Research in the
forth
paragraph on page 1, Atlantic ACM in the second paragraph on page
2
and unnamed industry research in the first paragraph on page 26.
Please also disclose the source of your quoted industry estimates.
In addition, please tell us whether the sources of the citied
statistics have consented to your use of their data and whether
any
reports were prepared specifically for your use.

7. We note your disclosure that you have "already secured approved
vendor status" from the retailers named on page 1.  Please revise
your disclosure to clarify the meaning of "approved vendor
status."

8. Please disclose the basis for your statement in the third
paragraph on page 1 that you expect to sell your products to the
retailers named on page 1.  If your products are not currently
sold
in the stores named, please identify those remaining obstacles, if
any, to sales to such retailers.  Delete the names of any vendors
who
have not explicitly agreed to sell your products or for whom
further
approval is required.  Apply this comment to similar disclosure on
page 29.

9. According to the SunRocket website, any touchtone phone will
work
with its easy-to-install VoIP service.  Expand your disclosure to
explain why you believe customers will choose to purchase your
broadband phone.

10. Please balance the disclosure of your benefits and strategies
with equally prominent disclosure of your risks, challenges and
limitations.

Risk Factors, page 6

11. Please add appropriate risk factor disclosure regarding your
dependence on single or limited source manufacturers or service
providers.

12. Expand the caption in the first risk factor to specifically
state
that your independent auditor has issued an opinion that expresses
substantial doubt about your ability to continue as a going
concern.

13. We note the second risk factor.  Expand to clarify whether you
expect to meet the minimum requirements by the end of December.

14. Also, it appears you already failed to meet the commitment
levels
in the IDT agreement, giving IDT the right to terminate the
agreement
or renegotiate the terms.  Expand to discuss.

15. If true, please add appropriate risk factor disclosure
regarding
the fact that you are authorized to issue a substantial number of
shares of common and preferred stock without receiving additional
shareholder approval and that such shares may have rights and
preferences superior to those of the offered securities

16. Expand the last risk factor on page 12 to quantify the
"nominal
price" your founders paid for their shares.

17. Add a risk factor discussing the fact that you issued notes
and
warrants in your most recent fiscal quarter that are convertible
or
exercisable into common stock at considerably less than the IPO
price, and quantify the effect.

Dilution, page 17

18. Please disclose the dilution your new investors will
experience
if the underwriters exercise their over-allotment option in full,
including the pro forma net tangible book value per share, the
increase in net tangible book value per share to your existing
stockholders, and the dilution to new investors per share.

19. We note that the table does not include common stock issuable
upon exercise of the redeemable warrants, the representative`s
purchase option and the options and other stock-based awards
granted
under your 2005 stock option plan that are outstanding.  Provide
additional disclosure to explain how the numbers will change
assuming
exercise of all outstanding warrants and options.

Capitalization, page 18

20. Explain in more detail the reasons for the additional interest
expense upon conversion of the notes described in the third
bullet,
and explain how it was calculated.

21. Please revise to remove the caption relating to cash and cash
equivalents from your presentation of capitalization.

Plan of Operations, page 20

22. Please revise to include a discussion of recent accounting
pronouncements that are expected to impact your financial
statements
in accordance with SAB Topic 11-M.  Additionally, please consider
including these disclosures in the notes to the financial
statements.

Overview, page 20

23. Identify the national retailer who is currently marketing your
phones.

24. Please provide support for the statement that your phones
"will
be marketed to the retail mass market through a variety of
distribution channels, including office superstores, electronics
stores, mass retailers, department stores and internet-based
retail
distribution outlets."  Revise to disclose the material terms of
any
agreements with such distributors, or if there are none, so state.

25. At the top of page 22, quantify how much of the proceeds will
be
used for executive and administrative salaries.

General and Administrative Support, page 22

26. We note that you "have not incurred any expenses for leased
space
prior to this offering" and see on page 33 that Databyte provides
you
with warehousing, distribution, customer support services and
executive offices of approximately 25,000 square feet in exchange
for
two percent of net revenues.  Considering that you have no
reported
revenues, please tell us how you are accounting for these services
and rental space.

Results of Operations, page 22

27. Please revise the filing to provide the information regarding
off-balance sheet arrangements required by Item 303 of Regulation
S-
K.

Liquidity and Capital Resources, page 22

28. Please revise to provide more details of your specific plan of
operations and the expected funding needs and sources.  In
addition,
revise your discussion to address what will happen if you are
unable
to obtain the necessary additional funding.

29. You state that CIT Commercial Services guarantees and makes
collection of applicable accounts receivable balances.  In return,
you pay certain factoring fees and charges as well as provide
certain
credits, allowances, trade discounts and cash discounts on the
face
value of the accounts receivable it guarantees.  Please tell us
and
revise to describe how you have accounted for this arrangement,
including your consideration of SFAS 140.

Business, page 25

General, page 25

30. Please revise your disclosure here and in the Prospectus
Summary
section to identify the retailer and disclose the amount of the
purchase order referenced in the second paragraph.

31. We note that you have no revenues to date and have not
disclosed
any sales of your broadband phone bundle.  Please reconcile this
with
your statement in the second sentence on page 25 that "[w]e sell
our
phone/service bundles . . ."

32. Please provide independent and objective support for your
statements of leadership.  For example, we note disclosure on page
25
that SunRocket, Inc. is "an emerging leader in the provision of
VoIP
services" and that IDT Corporation is "a leading communications
carrier."

33. Please revise your disclosure here and in the Prospectus
Summary
section to state the percentage of monthly service revenues to
which
you will be entitled pursuant to your agreements with IDT and
SunRocket.  We note that these are your major sources of future
revenues and that this information appears material.

Our VoIP offering, page 26

34. Expand to disclose whether your competitors market phones with
the same capability as those you intend to sell.

Our prepaid long-distance offering, page 26

35. Explain what, if anything, differentiates your product from a
wide variety of similar products on the market.

Strategic service providers, page 27

36. Please revise your disclosure on pages 27 and 28 to disclose
all
material terms of these agreements, including the minimums to
which
you refer in the second risk factor and your ability to satisfy
those
minimums.

37. In the first full paragraph on page 29, you discuss the
minimum
account activation term periods, but it appears from page 6 of the
agreement that those periods have passed without meeting the
minimums.  Expand to discuss.

Services, page 29

38. Please provide us with objective support for the statement in
the
second paragraph that you "offer our customers rates that, at this
time, are among the lowest available in the industry."

Regulation, page 31

39. We note the first sentence in the penultimate paragraph on
page
31.  Please revise your disclosure to clarify the "certain"
purchasers to whom you are referring.

International regulatory environment, page 32

40. Please disclose in greater detail foreign government
regulations
that are material to your business.

Competition, page 33

41. Please revise to identify, if material, competition created by
free, peer-to-peer VoIP providers such as Skype.

42. The disclosure as currently written is generic and should be
revised to specifically address the current state of competition,
rather than what "may" be happening.  Discuss in reasonable detail
your major competitors and the competing technology, costs, and
quality of services.

Certain Transactions, page 38

43. Please file any material agreements entered into in connection
the transactions between Mr. Burstein and you described in the
first
paragraph of this section.  Also, expand to state the material
terms
of the notes and warrants and the number of shares Mr. Burstein
will
receive upon conversion and exercise.

44. Expand the second paragraph to state the consideration paid by
The Future, LLC, in exchange for 18.1% of your stock.  Clarify, if
true, that The Future, LLC is not affiliated in any way with any
of
your officers and/or directors.

45. Discuss the material terms of other stock issuances to
affiliates, including in June, 2004 and those discussed on page
II-2.
Disclose the number of shares issued, the price per share paid,
and
the identity of the purchasers and their affiliation with the
issuer.
Also discuss the stock split.

46. Discuss in an appropriate location your intent to have Adam
Somer
execute an employment agreement, provide all material terms of the
agreement and describe his duties under the agreement.  Explain
his
business relationship with Mr. Feuerstein.

Principal Securityholders, page 40

47. We note footnote 2.  We also note that Mr. Burnstein was
issued
$25,000 in notes and 33,333 warrants.  Explain in appropriate
location in the disclosure why he is entitled to 21,625 shares
upon
conversion of the notes and 58,333 shares of common stock upon
exercise of the warrants, and disclose his warrant exercise price.

Description of the Securities, page 42

48. We note the first paragraph, which states that you have 2
million
shares outstanding, held by five holders of record.  Reconcile
this
disclosure with that on page 40, and revise the "percent of class
prior to offering" column.

49. Please revise to describe the material terms of your "private"
warrants, including disclosure of the exchange mechanism.  In so
doing, please reconcile your disclosure here, which states that
the
warrants are "exchangeable," with disclosure on page 22, which
states
that the warrants will be "automatically converted" upon
consummation
of the offering.  Address the extent to which the tender offer
rules
apply to this exchange.

50. It appears that the disclosure in the penultimate paragraph
under
the caption "Redeemable Warrants" constitutes a significant risk
that
should be addressed in the "Risk Factors" section of the
prospectus.
Please revise or advise.

Selling Securityholders` Prospectus

51. Describe the transactions that resulted in the issuance of the
notes and warrants, including the material terms of the securities
and the applicable conversion rate for the notes and warrant
exercise
prices.  Provide clarifying disclosure to explain and reconcile
the
cover page with the selling shareholders table.  For example, you
may
want to revise the table to have columns showing shares currently
outstanding and shares underlying warrants that total the amounts
in
the "number of shares beneficially owned" column for each
shareholder.  Each row should reflect the total amounts on the
cover
page.

Selling Stockholders, page 4

52. Please reconcile the number of shares beneficially owned by
Lawrence Burstein in the table on page 4 with the number of shares
listed in the Principal Securityholders table on page 40.

53. Please tell us whether any of the selling stock