SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CRESTVIEW CAPITAL MASTER LLC

(Last) (First) (Middle)
95 REVERE DRIVE
SUITE A

(Street)
NORTHBROOK IL 60062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HYPERSPACE COMMUNICATIONS INC [ HCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/01/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
common stock, no par value per share ("Common Stock") 04/25/2005 P 52,084 A $3.12 1,302,084 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Convertible Debenture $3.12 04/25/2006 P 2,500,000 04/25/2006 07/25/2006 Common Stock 801,282 $0 1,302,084(1) D
Common Stock Purchase Warrant $3.12 04/25/2006 P 342,500 04/25/2006 04/25/2011 Common Stock 342,500 $0 1,302,084(1) D
Explanation of Responses:
1. The Debenture and Warrant each contains a contractual provision blocking its conversion or exercise, as applicable, when the Reporting Person owns over 9.99% of the issued and outstanding Common Stock of the Reporting Person, subject to not less than 61 days' notice on any waiver. Since the Reporting Person currently owns 10.8% of the issued and outstanding Common Stock, neither the Debenture nor the Warrant is currently convertible or exercisable, as applicable, and the shares underlying the Debenture and Warrant have not been included in the calculations herein of Reporting Person's beneficial ownership or the Issuer's issued and outstanding shares of Common Stock.
Remarks:
i. This Form 4 amends and restates the Form 4 filed on May 1, 2006. The Form 4 filed on May 1, 2006 reported that (i) the Reporting Person was issued 50,939 shares of Common Stock on April 25, 2006, but it was subsequently determined that the Reporting Person was issued 52,084 shares of Common Stock on April 25, 2006, (ii) the Reporting Person owned an aggregate of 1,300,939 shares of Common Stock as of April 25, 2006, but it was subsequently determined that the Reporting Person owned an aggregate of 1,302,084 shares of Common Stock as of April 25, 2006 and (iii) the Issuer had 12,060,017 issued and outstanding shares of Common Stock as of April 25, 2006, but it was subsequently determined that the Issuer had 12,062,306 issued and outstanding shares of Common Stock as of April 25, 2006. ii. On April 25, 2006, in connection with the purchase of securities from the Issuer, the Reporting Person was issued (i) a 10% Convertible Debenture, (ii) a Common Stock Purchase Warrant and (iii) 52,084 shares of Common Stock. As a result of this purchase, the Reporting Person currently owns an aggregate of 1,302,084 shares of Common Stock. Based on 12,062,306 issued and outstanding shares of Common Stock as of April 25, 2006, as reported by the transfer agent of the Issuer to the Reporting Person, the Reporting Person currently owns 10.8% of the issued and outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership in the securities covered by this Form 4 except to the extent of such Reporting Person's pecuniary interest in such securities.
Crestview Capital Master, LLC BY: Crestview Capital Partners, LLC, its sole Manager BY: /s/ Stewart R. Flink 05/11/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.