UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM10-QSB/A



| |  | x | QUARTERLY REPORT UNDER SECTION13 OR 15(d) OF THE   | 
| |  | - | -------------------------------------------------- | 
| |  |   | SECURITIES EXCHANGE ACT OF 1934                    | 
| |  |   |                                                    | 
| |  |   | For the quarterly period ended September 30, 2005  | 
| |  |   |                                                    | 
| |  | o | TRANSITIONAL REPORT UNDER SECTION13 OR 15(d)OF THE | 
| |  |   | SECURITIES EXCHANGE ACT OF 1934                    | 



For the transition period fromto



Commission file number 0-115404



HYPERSPACE COMMUNICATIONS, INC.

(Name of small business issuer as specified in its charter)



|COLORADO                                                       |  | 84-1577562                        | 
|-------------------------------------------------------------- |  | --------------------------------- | 
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer identification No.) | 
|                                                               |  |                                  
|8480 East Orchard Road, Greenwood Village, Colorado 80111     
|(Address of principal executive offices)                      
|                                                               |  |                                  
|(303)566-6500                                                 
|(Issuers telephone number)                                   
|                                                               |  |                                   | 



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



YesxNoo



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).



YesoNox



As of September 30, 2005 there were 7,675,637 shares of the issuers no par value Common Stock outstanding.

Transitional Small Business Disclosure Format.  YesoNox








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EXPLANATORY NOTE

This Amendment No. 1 to the HyperSpace Communications, Inc. (the Company) Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005, originally filed with the Securities and Exchange Commission on November 14, 2005, is being filed for the sole purpose of including an exhibit that was inadvertently omitted from the original filing. Except as described above, this Amendment No. 1 does not update information presented in the Companys Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005, originally filed on November 14, 2005.



PARTII. OTHER INFORMATION

ITEM 6. EXHIBITS



|(a) | Exhibits  -See Index to Exhibits below.
|--- | ---------------------------------------





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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                        |  | HyperSpace Communications, Inc.     
|----------------------- |  | ------------------------------------
|                        |  |                                     
|Date: November 15, 2005 |  | /s/ John Yeros                      
|                        |  | John Yeros
Chairman and CEO         
|                        |  |                                     
|Date: November 15, 2005 |  | /s/ Michael Adkins                  
|                        |  | Michael Adkins
President            
|                        |  |                                     
|Date: November 15, 2005 |  | /s/ Mark Pougnet                    
|                        |  | Mark Pougnet
Chief Financial Officer









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EXHIBITINDEX

|        |  |                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                        
|Number  |  | Description of Document                                                                                                                                                                                                
|2.1     |  | Agreement and Plan of Merger, dated as of March 20, 2005 by and among the Registrant, Spud Acquisition Corp., GTG PC Holdings, LLC and GTG-Micron Holding Company, LLC, as amended (1)                                 
|        |  |                                                                                                                                                                                                                        
|3.1     |  | Amended and Restated Articles of Incorporation of the Registrant, as amended (2)                                                                                                                                       
|        |  |                                                                                                                                                                                                                        
|3.2     |  | Bylaws of the Registrant (3)                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                        
|4.1     |  | Specimen common stock certificate (4)                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                        
|4.2     |  | Form of representatives option for purchase of units (5)                                                                                                                                                              
|        |  |                                                                                                                                                                                                                        
|4.3     |  | Form of Warrant Agreement (5)                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                        
|4.4     |  | Form of Warrant (6)                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                        
|4.5     |  | 2001 Equity Incentive Plan (7)                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                        
|4.6     |  | 2004 Equity Incentive Plan (8)                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                        
|10.1    |  | Form of Software License Agreement (7)                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                        
|10.2    |  | Form of Software License Agreement  HyperTunnel Subscription (7)                                                                                                                                                      
|        |  |                                                                                                                                                                                                                        
|10.3    |  | Form of Software License Agreement  HyperWeb Subscription (7)                                                                                                                                                         
|        |  |                                                                                                                                                                                                                        
|10.4    |  | Form of Employment Memorandum for Non-section 16 MPC Computers Officers (11)                                                                                                                                           
|        |  |                                                                                                                                                                                                                        
|10.5    |  | Form of Indemnity Agreement with each Director and certain Officers (11)                                                                                                                                               
|        |  |                                                                                                                                                                                                                        
|10.6    |  | Management Incentive Plan  (11)                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                        
|10.7    |  | Commercial Lease with Micron Technology Inc., dated April 30, 2001, as amended (11)                                                                                                                                    
|        |  |                                                                                                                                                                                                                        
|10.8    |  | Employment Agreement between HyperSpace Communications, Inc. and John P. Yeros dated as of September 28, 2005 (9)                                                                                                      
|        |  |                                                                                                                                                                                                                        
|10.9    |  | Employment Agreement between HyperSpace Communications, Inc. and Michael S. Adkins dated as of September 28, 2005 (9)                                                                                                  
|        |  |                                                                                                                                                                                                                        
|10.10   |  | Employment Agreement between HyperSpace Communications, Inc. and Mark A. Pougnet dated as of September 28, 2005 (9)                                                                                                    
|        |  |                                                                                                                                                                                                                        
|10.11   |  | Employment Agreement between HyperSpace Communications, Inc. and Brian T. Hansen dated as of September 28, 2005 (9)                                                                                                    
|        |  |                                                                                                                                                                                                                        
|10.12   |  | Employment Agreement between HyperSpace Communications, Inc. and Adam M. Lerner dated as of September 28, 2005 (9)                                                                                                     
|        |  |                                                                                                                                                                                                                        
|10.13   |  | Consulting Agreement between HyperSpace Communications, Inc. and Angela Blatteis dated as of September 28, 2005 (9)                                                                                                    
|        |  |                                                                                                                                                                                                                        
|10.14   |  | Loan and Security Agreement, dated July 8, 2005, by and among MPC Computers, LLC, MPC G, LLC, MPC Solutions Sales, LLC, GTG PC Holdings, LLC, and Wachovia Capital Finance Corporation (Western) (10)                  
|        |  |                                                                                                                                                                                                                        
|10.15*  |  | Amendment No. 2 to Loan and Security Agreement, dated November 10, 2005 by and among MPC Computers, LLC, MPC G, LLC, MPC Solutions Sales, LLC, GTG PC Holdings, LLC, and Wachovia Capital Finance Corporation (Western)
|        |  |                                                                                                                                                                                                                        
|10.16   |  | Guaranty, dated July 25, 2005, by HyperSpace Communications, Inc. in favor of Wachovia Capital Finance Corporation (Western) (10)                                                                                      
|        |  |                                                                                                                                                                                                                        
|10.17   |  | General Security Agreement, dated July 25, 2005, by HyperSpace Communications, Inc. in favor of Wachovia Capital Finance Corporation (Western) (10)                                                                    
|        |  |                                                                                                                                                                                                                        





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|31.1 |  | Certification of the Chairman and Chief Executive Officer of HyperSpace Communications, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (11)
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                             
|31.2 |  | Certification of the President of HyperSpace Communications, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (11)                           
|     |  |                                                                                                                                                             
|31.3 |  | Certification of the Chief Financial Officer of HyperSpace Communications, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (11)              
|     |  |                                                                                                                                                             
|32.1 |  | Certification of the Chairman and Chief Executive Officer of HyperSpace Communications, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (11)
|     |  |                                                                                                                                                             
|     |  |                                                                                                                                                             
|32.2 |  | Certification of the President of HyperSpace Communications, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (11)                            
|     |  |                                                                                                                                                             
|32.3 |  | Certification of the Chief Financial Officer of HyperSpace Communications, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (11)              



*  Filed herewith.



(1)   Incorporated by reference to Exhibit No. 2.1 to the Registrants Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on March 25, 2005 and on Form 8-K, filed on May 16, 2005 and July 12, 2005.



(2)  Incorporated by reference to Exhibit No. 4.1 to the Registrants Report on Form S-3, filed with the Securities and Exchange Commission on October 6, 2005.



(3)  Incorporated by reference to Exhibit No. 3.2 to Amendment No. 1 to the Registrants Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on July 2, 2004.



(4)  Incorporated by reference to Exhibit No. 4.1 to Amendment No. 3 to the Registrants Registration Statement on Form SB-2/A, filed with the Securities and Exchange Commission on July 23, 2004.



(5)  Incorporated by reference to Exhibit Nos. 4.7 and 4.8, respectively, to Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on October 1, 2004.



(6)  Incorporated by reference to Exhibit No. 4.9 to Amendment No. 7 to the Registrants Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on September 24, 2004.



(7)  Incorporated by reference to Exhibit Nos. 4.2, 10.1, 10.2, and 10.3, respectively, to Amendment No. 1 to the Registrants Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on July 2, 2004.



(8)  Incorporated by reference to Exhibit Nos. 99.2, respectively, on Form S-8, filed with the Securities and Exchange Commission on July 22, 2004



(9)  Incorporated by reference to Exhibit Nos. 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, respectively, on Form 8-K, filed with the Securities and Exchange Commission on September 30, 2005.



(10)  Incorporated by reference to Exhibit Nos. 99.2, 99.3, 99.4, respectively, on Form 8-K, filed with the Securities and Exchange Commission on July 29, 2005.



(11)  Incorporated by reference to Exhibit Nos. 10.4, 10.5, 10.6, 10.7, 31.1, 31.2, 31.3, 32.1, 32.2, 32.3, respectively, on Form 10QSB, filed with the Securities and Exchange Commission on November 14, 2005.