SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934

~~November~~December 2317, 2010 -------------------------------------------------------- Date of Report (date of earliest event reported)

American TonerServ Corp.
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Exact name of Registrant as Specified in its Charter

Delaware	333-120688	33-0686105
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State or Other Jurisdiction	Commission File	IRS Employer Identification
of Incorporation	Number	Number

6085 State Farm Drive, Suite 110, Rohnert Park, CA 94928
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Address of Principal Executive Offices, Including Zip Code

(800) 736-3515
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Registrant's Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 52.0204 ~~DEPARTURE~~TRIGGERING OFEVENTS ~~DIRECTORS~~THAT ACCELERATE OR ~~CERTAIN~~INCREASE ~~OFFICERS;~~A ~~ELECTION~~DIRECT OFFINANCIAL ~~DIRECTORS;~~OBLIGATION ~~APPOINTMENT~~OR OFAN ~~CERTAIN~~OBLIGATION ~~OFFICERS;~~UNDER ~~COMPENSATORY~~AN ARRANGEMENTS OF CERTAIN OFFICERS. On November 23, 2010, the Board of Directors of American TonerServ Corp. (the "Company") elected Mark Warnell to serve as a director of the Corporation to fill one of the vacancies on the board. Mr. Warnell was elected because the Bylaws provided for a board consisting of six directors, and after certain resignations only had three directors which is less than a quorum. The Company's Bylaws provide that vacancies on the board may be filled by a majority of the directors then in office, although less than a quorum. Mr. Warnell agreed to serve as a director to assist the Company to amend the Company's Bylaws with regard to the number of directors as discussed in Item 5.03 of this report on Form 8OFF-~~K. As~~BALANCE aSHEET ~~result, after the amendment to the Bylaws was adopted Mr~~ARRANGEMENT. ~~Warnell resigned as a director of the Company on November 24, 2010.~~

~~Mark~~On ~~Warnell~~December ~~has~~17, ~~been~~2010, ~~employed~~American byTonerServ Corp. (the "Company") ~~since~~received ~~July~~a ~~2008~~Notice of Default and ~~currently~~Notice ~~serves~~of asProposal ~~its~~for ~~Human~~a ~~Resources~~Full ~~Director~~Strict Foreclosure ("Notice of Default") from MTS Partners, Inc. ~~Prior~~, toformerly ~~joining~~known ~~the~~as ~~Company~~iPrint Technologies, heInc. ~~was~~and ~~employed~~the ~~for~~former 8shareholders ~~years~~of asMTS (collectively, "MTS") under the Security Agreement related an ~~executive~~Asset atPurchase aAgreement ~~large~~between ~~independent~~the ~~mortgage~~Company ~~banking~~and ~~company~~MTS inoriginally ~~Northern~~entered ~~California~~into on October 28, 2008, and subsequently amended by the parties. HeThe ~~received~~Notice ~~his~~of ~~undergraduate~~Default ~~degree~~states inthat ~~Sociology~~the ~~from~~event ~~University~~of default was an uncured vendor hold placed by Vision Business Products and Supplies Network on future sales to the Company. The Notice of ~~Oregon,~~Default ~~his~~declares ~~MBA~~that ~~from~~obligations ~~Sonoma~~of ~~State~~the ~~University~~Company under promissory notes held by MTS and isloans ~~also~~made by Chad Solter, a ~~certified~~party ~~Senior~~to ~~Professional~~the inAsset ~~Human~~Purchase ~~Resources~~Agreement, ~~(SPHR). Mr.~~totaling ~~Warnell~~approximately is$2,424,000 39are ~~years~~immediately ~~old~~due and payable.

~~ITEM~~The 5Notice of Default proposes that MTS take possession of the collateral under the Security Agreement and terminate certain non-competition, employment, trademark license and other agreements between the parties.03 The ~~AMENDMENTS~~collateral TOgenerally ~~ARTICLES~~consists OFof ~~INCORPORATION~~the ORassets ~~BYLAWS~~acquired by the Company from MTS pursuant to the asset purchase agreement, including, but not limited to, equipment; customer lists and relationships; intellectual property; leasehold interests; contracts and records. The Notice of Default provides that upon compliance with these requirements, the obligations of the Company to MTS would be fully satisfied. The Company has 20 days from the date of the Notice of Default to provide an objection to the proposed foreclosure.

Effective November 23, 2010, the board of directors adopted an amendment to the Company's Bylaws to provide that the number of directors of the Company be determined from time to time by resolution of the board of directors. The Bylaws previously had provided for a fixed board of six members.

Concurrent with the adoption of the amendment, the board approved a resolution setting the number of directors of the Company at three, effective upon the resignation of one of the four directors in office. This occurred on November 24, 2010 when Mark Warnell resigned as a director, as described in Item 5.02 of this report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
No.		Description
3.1		Amendment to Bylaws adopted November 23, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

AMERICAN TONERSERV CORP.

Dated: November 24, 2010	By:	/s/ Daniel J. Brinker
Dated: December 23, 2010	By:	/s/ Daniel J. Brinker
		Daniel J. Brinker, Chief Financial Officer

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