SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GTG PC INVESTMENTS, LLC

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2005

3. Issuer Name and Ticker or Trading Symbol
HyperSpace Communications, Inc. [ HCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,806,711⁽¹⁾⁽²⁾	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	07/25/2005	07/25/2015	Common Stock	2,100,827⁽¹⁾⁽²⁾	$3	D⁽¹⁾⁽²⁾
Warrants	07/25/2005	07/25/2015	Common Stock	630,248⁽¹⁾⁽²⁾	$5.5	D⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

GTG PC INVESTMENTS, LLC

(Last)

(First)

(Middle)

6260 LOOKOUT ROAD

(Street)

BOULDER

80301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last)

(First)

(Middle)

10877 WILSHIRE BLVD

18TH FLOOR

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Managing Member

Explanation of Responses:

1. This Form 3 is being filed by more than one reporting person. GTG PC Investments, LLC, a Delaware limited liability company ("GTG Pc Investments"), is the record owner of the Common Stock and Warrants to acquire Common Stock listed above. Alec E. Gores, the managing member of GTG PC Investments, is also deemed to be the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Common Stock and Warrants to acquire Common Stock listed above. Mr. Gores disclaims beneficial ownership of the Common Stock and the Warrants to acquire Common Stock except to the extent of his pecuniary interest therein, which is through the Alec E. Gores Revocable Living Trust.

2. Mr. Gores, through the Alec E. Gores Revocable Living Trust, has a pecuniary interest in 1,191,331 shares of Common Stock, 1,385,269 Warrants to acquire Common Stock with an exercise price of $3.00 per share and 415,581 Warrants to acquire Common Stock with an exercise price of $5.50 per share.

	Alec E. Gores, Managing Member on behalf of GTG PC Investments, LLC	08/04/2005
	** 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 5 (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.
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