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 stockholders are
broker-dealers or affiliates of a broker-dealer.  Any selling
stockholder who is a broker-dealer must be identified in the
prospectus as an underwriter.  We may have further comment based
on
your response.

54. Identify the natural persons who beneficially own the shares
held
by the entities named in the selling securityholder tables.

55. Steve Millner is identified as a selling shareholder but is
not
named on page II-3.  Please revise or advise.

Financial Statements, page F-1

56. Please update the financial statements, if necessary, as
required
by Rule 3-12 of Regulation S-X.

57. Please include an updated accountant`s consent with all
amendments to the filing.

Note 1. Description of the business and basis of presentation,
page
F-7

58. We note your discussion regarding the Company`s ability to
continue as a going concern.  Please revise to include a detailed
discussion of the Company`s viable plan of operations, including
the
expected costs, financing needs and sources of financing in
accordance with FRC 607.02.  The specific plans to address the
threat
of the going concern issues and the plans to resolve the doubts
about
the entities continued existence should also be discussed.

Note 2.  Summary of significant accounting policies, page F-7

59. We see on page 33 that you expect to offer customers a one
year
warranty and you expect to have the ability to return defective
phones to the manufacturer.  Considering that you have now begun
sales of your products, please update your disclosures to state
your
warranty accounting policy.

Revenue Recognition, page F-7

60. Please revise your revenue recognition footnote to address the
following:

* Please tell us how you recognize revenue from your sales of
phones,
specifically identifying in each instance those events that would
indicate that each criterion outlined in SAB Topic 13A has been
met.
* Clarify why shipment is the appropriate point for revenue
recognition, including whether the terms of shipment are FOB
shipping
or destination.
* Please describe the material terms of your agreements with your
two
service providers (SunRocket, Inc. and IDT Corporation).  Also,
discuss your accounting policy for each type of revenue stream you
expect to have with these two providers, including subscriber
fees,
co-op fees, carrier agent fees and any other arrangements making
specific references to GAAP.
* Please explain why carrier agent and co-op fees will be
recognized
in the period the subscriber activates the phone making specific
references to GAAP, including SAB Topic 13A and EITF 00-21.
* We note that you bundle your phones with the broadband services
and
prepaid long distance communications services.  Please tell us
whether this is a multiple element arrangement and how you
considered
EITF 00-21 in your accounting.
* In your business section on page 29, you state that you plan to
provide a certain percentage of your service fees earned to
retailers.  Please further describe the nature of these
arrangements
and how you have accounted for them under EITF 01-09 and other
applicable literature.
* We see on page 28 that you "must deliver certain minimum account
activations" to IDT.  Please tell us how you are accounting for
these
minimum requirements citing applicable literature.

Subsequent Event, page F-11

61. Please tell us how you evaluated the embedded conversion
feature
of the 6% and 8% notes in determining whether the conversion
features
are embedded derivatives that you should separate from the debt
host
and account for at fair value under SFAS 133.  Please ensure your
response includes consideration of all relevant terms included
within
the notes in making this determination including the variable rate
conversion feature, the reset feature of the conversion rate in
the
case of subsequent issuances of securities at a lower price, the
automatic and mandatory conversion features, and the registration
rights for the shares underlying the conversion option and the
associated penalty that may cause a 33% reduction in the
conversion
price.  Cite the accounting literature you applied and how you
applied the literature to your situation.  Please refer to SFAS
133
and EITF 00-19 and 05-02.

62. We note that you are accounting for the private warrants
issued
with the 6% and 8% convertible notes as permanent equity.  We also
note that you intend to account for the representative`s option
and
the redeemable warrants as permanent equity.  In order to help us
evaluate whether permanent equity classification for each of these
instruments is appropriate, please analyze for us how you
determined
the appropriate accounting for each.  Cite the accounting
literature
you applied and how you applied the literature to your situation.
Refer to SFAS 150 and 133 and EITF 00-19.  In this regard, your
response should address the following:

* With respect to the redeemable warrants, we note that the
warrants
are not detachable from the common stock until the public offering
is
completed.
* With respect to the private warrants, we note that if the resale
registration statements is not declared effective on or prior to
the
180th day after the date of the VOP abandonment notice, then on
the
181st day after the notice the exercise price of the warrants and
representative`s purchase option and the conversion rate of the
notes
will be reduced by 33%.  This will also cause the warrants to
become
subject to a cashless exercise feature and you will remain
obligated
to cause the resale registration statement to be declared
effective.
* We note that the exercise price of the private warrants is
variable.  In the event that the VPO price is less that $5.05, the
number warrants represented by the warrant certificate will be
adjusted upward to a new number such that the exercise price
multiplied by the new warrant quantity is equal to $5.05
multiplied
by the old warrant quantity.
* The private warrants are exchangeable into the VPO warrants.
* The exercise price of the private warrants resets for subsequent
issuances of securities at lower prices.  There appears to be no
limitation (floor) on this feature.
* The redemption feature of the redeemable warrants.
* The requirement that you register and maintain registration for
the
common shares underlying the redeemable warrants and
representative`s
purchase option.

63. Please show us how you determined the carrying value of your
debt
as of June 30, 2005 of $1,000.  Please note that debt issuance
costs
should be reported as a deferred charge rather than included in
discount on debt.  Please refer to AICPA TPA 3200.01.

64. Please disclose all of the material terms of (a) the
redeemable
common stock warrants, (b) the representative`s purchase option,
(c)
the private warrants, (d) the 6% convertible notes, and (e) the 8%
convertible notes.  Include a discussion of -

* Settlement alternatives and who controls them.
* Conversion rates, interest rates, and exercise prices and the
reasons for any adjustments thereto as well as how the
rates/prices
are adjusted.
* Term.
* Redemption features.
* Conversion terms including the terms of any automatic or
mandatory
conversions.
* Registration rights and the nature and amount of any associated
penalties or remedies for failure to meet the terms of the
agreement.
* Terms associated with the exchange of the private warrants into
VPO
warrants.  Please include whether the exchange is optional or
mandatory and, if optional, at whose option.
* Cashless exercise features.
* Whether and when the warrants are detachable.

65. Please respond to the following comments with respect to (a)
the
redeemable common stock warrants, (b) the representative`s
purchase
option, (c) the private warrants, (d) the beneficial conversion
feature on the 6% convertible notes, and (e) the beneficial
conversion feature on the 8% notes.

* Tell us and disclose the initial valuation of each instrument.
* Tell us and disclose the method you used, or will use, to
determine
the value.
* Tell us and disclose the significant assumptions underlying the
valuation including the term, volatility, underlying common stock
fair value, dividend rate, and discount rate.
* Tell us how you determined the amount of each of the underlying
assumptions.
* Tell us and disclose how you allocated the proceeds of the
issuance
of the hybrid instrument and tell us why.
* With respect to any beneficial conversion feature, tell us and
disclose the excess of the aggregate fair value of the instrument
the
holder would receive at conversion over the proceeds received and
the
period over which the discount is amortized.

Please refer to APB 14 and EITF 98-5 and 00-27 and SFAS 123 and
123R
and SAB Topic 14.

66. Please revise throughout the document to clarify, if true,
that
the convertible notes were issued with the private warrants which
will be exchanged into the redeemable warrants upon consummation
of
the offering.  For example, on page F-12 you state that the
holders
of the 8% convertible notes received redeemable warrants and not
private warrants.

67. Please tell us and disclose how you will account for the
exchange
of the private warrants for the redeemable warrants.  Tell us why.
Cite the accounting literature upon which you relied and explain
how
you applied that literature to your situation.  Discuss whether or
not the exchange will result in a gain or a loss, how you will
determine the amount thereof, whether you will recognize the gain
or
loss, and how you will classify any amount recognized.

Part II

Recent Sales of Unregistered Securities - Page II-2

68. Please revise your disclosure generally to include all of the
information required by Item 701 of Regulation S-K, including the
exemption from registration claimed the facts relied upon to make
the
exemption available.

Undertakings, page II-5

69. Please revise to include the entire undertaking required by
Item
512(a) of Regulation S-K.

Exhibits

70. We note that you have requested confidential treatment for
portions of exhibits 10.4 and 10.5.   We will review and provide
any
comments on your request separately.  Comments on regarding your
request must be resolved before we may accelerate the
effectiveness
of this registration statement.

71. For exhibits covering contracts and/or agreements that have
been
entered into, refile executed copies of the exhibits to replace
those
that are undated and unsigned.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact at Praveen Kartholy at (202) 551-3778 or
Lynn
Dicker at (202) 551-3616 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Donald
C. Hunt at (202) 551-3647 or me at (202) 551-3800 with any other
questions.

      Sincerely,



Peggy Fisher
Assistant Director


cc (via fax):  	Ira Roxland, Esq., Sonnenschein Nath &
Rosenthal
LLP
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Bruce Hahn
American Telecom Services, Inc.
November 23, 2005
Page 1