Thinspace Technology 10Q 2015 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-52524

THINSPACE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		43-2114545
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1925 E. Belt Line Road, Suite 349 Carrollton, Texas		75006
(Address of principal executive offices)		(zip code)

(786) 763-3830

(Registrant's telephone number, including area code)

12555 Orange Drive, Suite 216

Davie, FL 33330

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☐ No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting companyþ

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No þ

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date, 625,510,160 shares of common stock are issued and outstanding as of October 18, 2016.

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4	Controls and Procedures.	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	21
Item 4.	Mine Safety Disclosures.	21
Item 5.	Other Information.	21
Item 6.	Exhibits.	21

THINSPACE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2015			2014
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	49,326		$	135,965
Accounts receivable		68,205			158,329
Inventory		20,465			100,637
Prepaid expenses and other current assets		35,946			17,058

Total current assets		173,942			411,989

Fixed assets, net of accumulated depreciation of $86,183 and $73,396, respectively		22,732			31,272
Intangible assets, net of accumulated amortization of $522,407 and $489,221, respectively		95,124			142,799
Other assets		106,963			104,683

Total assets	$	398,761		$	690,743

Liabilities and stockholders' deficit

Current liabilities:
Accounts payable and accrued expenses	$	1,821,189		$	1,627,641
Income taxes payable		29,000			29,000
Deferred revenue		385,022			773,163
Loans and notes payable, current portion		502,546			469,400
Convertible notes payable, net of discount of $1,470,374 and $0, respectively		1,437,874			-
Derivative liabilities		3,869,620			12,173,986
Total current liabilities		8,045,251			15,073,190

Deferred revenue, long term		172,436			202,826
Convertible notes payable, net of discount of $0 and $1,247,035, respectively		-			849,396
Loans payable		-			13,953

Total liabilities		8,217,687			16,139,365

Stockholders' deficit

Preferred stock, undesignated, authorized 49,253,000 shares, $0.001 par value, no shares issued and outstanding, respectively		-			-
Preferred stock, Series B, authorized 75,000 shares, $0.001 par value, 75,000 shares issued and outstanding		75			75
Preferred stock, Series C, authorized 672,000 shares, $0.001 par value, 672,000 shares issued and outstanding		672			672
Common stock authorized 500,000,000 shares, $0.001 par value, 448,809,894 and 98,381,445 shares issued and outstanding, respectively		448,810			98,381
Additional paid in capital		9,501,071			6,890,970
Accumulated deficit		(17,754,836	)		(22,414,873	)
Accumulated other comprehensive income (loss)		(14,718	)		(23,847	)
Total stockholders' deficit		(7,818,926	)		(15,448,622	)

Total liabilities and stockholders' deficit	$	398,761		$	690,743

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

THINSPACE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014


Revenues	$	271,705		$	2,322,170		$	1,394,704		$	5,700,775
Cost of goods sold		111,513			1,488,293			560,606			3,332,524

Gross profit		160,192			833,877			834,098			2,368,251

Operating expense:
Selling, general and administrative		409,138			1,486,697			2,314,971			4,735,832
Depreciation and amortization		20,218			20,964			59,658			60,999

Total operating expense		429,356			1,507,661			2,374,629			4,796,831

Loss from operations		(269,164	)		(673,784	)		(1,540,531	)		(2,428,580	)

Gain (loss) on change in fair value of derivative liability		37,132,403			(16,556,422	)		9,489,141			(15,447,215	)
Gain on conversion of debt		58,019			20,979			80,676			176,108
Interest expense		(687,899	)		(1,883,300	)		(3,369,249	)		(7,354,199	)

Income (loss) before provision for income taxes		36,233,359			(19,092,527	)		4,660,037			(25,053,886	)

Provision for income taxes		-			-			-			-

Net income (loss)		36,233,359			(19,092,527	)		4,660,037			(25,053,886	)
Preferred dividend		(1,875	)		(1,875	)		(5,625	)		(5,625	)

Net income (loss) attributable to common shareholders	$	36,231,484		$	(19,094,402	)	$	4,654,412		$	(25,059,511	)

Income (loss) per share:
Basic	$	0.10		$	(0.20	)	$	0.02		$	(0.27	)
Diluted		(0.00	)		(0.20	)		(0.00	)		(0.27	)

Weighted average shares outstanding:
Basic		353,913,823			96,085,012			189,737,454			92,807,067
Diluted		500,000,000			96,085,012			500,000,000			92,807,067

Comprehensive income (loss):

Net income (loss)	$	36,233,359		$	(19,092,527	)	$	4,660,037		$	(25,053,886	)
Foreign currency translation adjustments		3,746			13,136			9,129			(5,102	)

Comprehensive income (loss)	$	36,237,105		$	(19,079,391	)	$	4,669,166		$	(25,058,988	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

THINSPACE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2015 AND 2014

(Unaudited)

	Nine Months Ended September 30,
	2015			2014

Cash flows from operating activities:
Net income (loss)	$	4,660,037		$	(25,053,886	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		59,658			60,999
Amortization of prepaid stock based compensation		-			937,500
Stock based compensation		267,352			669,678
Gain on conversion of debt		(80,676	)		(176,108	)
Change in fair value of derivative liability		(9,489,141	)		15,447,215
Amortization of debt discount		3,102,263			6,814,247
Changes in operating assets and liabilities:
Accounts receivable		84,813			64,722
Inventory		80,172			(42,606	)
Prepaid expenses and other current assets		(19,387	)		(63,573	)
Other assets		(1,280	)		(7,763	)
Accounts payable and accrued expenses		408,715			(172	)
Deferred revenue		(412,754	)		(367,243	)

Net cash used in operating activities		(1,340,228	)		(1,716,990	)

Cash flows from investing activities:
Cash paid for fixed assets		(6,249	)		(18,421	)

Net cash used in investing activities		(6,249	)		(18,421	)

Cash flows from financing activities:
Proceeds from sale of preferred stock		-			472,000
Proceeds from notes payable		1,440,650			1,191,000
Repayments of notes payable		(162,400	)		(75,000	)
Repayment of loan		(10,361	)		(11,583	)
Payment of accrued preferred dividends		(11,050	)		-
Advances from related parties		-			21,000
Repayments to related parties		-			(118,670	)

Net cash provided by financing activities		1,256,839			1,478,747

Effect of exchange rate changes on cash		2,999			(2,470	)

Net decrease in cash		(86,639	)		(259,134	)
Cash, beginning of period		135,965			341,031
Cash, end of period	$	49,326		$	81,897

Supplemental Schedule of Cash Flow Information:
Cash paid for interest	$	109,709		$	288,689

Non-cash investing and financing activities:
Derivative liability of debt issued	$	3,233,146		$	5,959,048
Fair value of common stock issued upon conversion of notes and accrued interest		2,567,266			1,348,968
Note payable converted to common stock		630,923			233,244
Accrued interest converted to common stock		54,128			11,410
Derivative liability extinguished upon conversion of debt		2,384,568			1,348,684
Derivative liability reclassified to equity upon expiration of warrants		-			1,892,000
Common stock issued as payment of prepaid consulting fees		-			1,250,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

THINSPACE TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015 and 2014

(Unaudited)

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

COMPANY OVERVIEW

Nature of Operations

THINSPACE TECHNOLOGY, INC. (formerly Vanity Events Holding, Inc.) (the “Company”, “Thinspace” “we”, “us” or “our”), was organized as a Delaware corporation on August 25, 2004, and is a holding company. We are a cloud computing company that develops software productivity solutions that allow our customers secure access to centrally managed desktop or software applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely.

The Company’s principal activity is the development and sale of network software. The Company has a desktop virtualization solution suite, named skySpace, offering 5 key products:

●	skyDesk - a simple management software solution for Microsoft remote desktop users.

●	skyGate – software solution that allows secure remote access to applications and data from outside of the corporate network.

●	skyView – provides access to applications or Windows desktops from a browser on any device, including iPad, iPhone or Android tablet or Smartphone.

●	skyDirect – a virtual desktop infrastructure (VDI) software solution that allows secure fast access to hosted virtual desktops.

●	skyPoint – A branded hardware thin client endpoint aimed for the enterprise and corporate market.

We sell directly to independent software vendors and Application Service Providers (ASPs) and to end users through a chain of distributors and resellers. Our larger customers are predominantly large businesses based around the world, with a concentration in North America, the Far East and India.

Our operating subsidiaries are Thinspace Technology Ltd (“Thinspace UK”), organized and operating in the United Kingdom, and Thinspace Technology Ltd. (“Thinspace US”), a Nevada corporation formed on August 24, 2010 and operating in the states of Florida and Texas.

BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

These interim consolidated financial statements as of and for the three and nine months ended September 30, 2015 and 2014 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any future period. All references to September 30, 2015 and 2014 in these footnotes are unaudited.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2014, included in the Company's annual report on Form 10-K filed with the SEC on March 31, 2015.

The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America.

Going Concern

As of September 30, 2015 we have negative working capital of $7,871,309 and a stockholders’ deficit of $7,818,926. Although we had net income of $4,660,037 for the nine months ended September 30, 2015, this was primarily the result of a noncash gain of approximately $9 million from the change in value of our derivative liabilities. As a result, there is substantial doubt about the Company’s ability to continue as a going concern at September 30, 2015.

Management has implemented its business plan to add new products, increase marketing activities and, as a result, increase revenue. Our ability to continue to implement our current business plan and continue as a going concern ultimately is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and to achieve profitable operations.

There can be no assurances that funds will be available to the Company when needed or, if available, that such funds will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional funds in the near future, the Company may seek protection under bankruptcy laws. To date, management has not considered this alternative, nor does management view it as a likely occurrence, since the Company is progressing with various potential sources of new capital and we anticipate a successful outcome from these activities. However, capital markets remain difficult and there can be no certainty of a successful outcome from these activities.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As disclosed in Note 7, Subsequent Events, the Company has continued to fund its operations with proceeds from the sale of convertible debt.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The unaudited condensed consolidated financial statements include the accounts of Thinspace Technology, Inc. and its wholly-owned subsidiaries, Thinspace UK and Thinspace US. All material inter-company accounts and transactions have been eliminated.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. The accounts receivable balances of $68,205 and $158,329 as of September 30, 2015 and December 31, 2014, respectively, do not include an allowance for doubtful accounts as the Company anticipates payment on all accounts within the next fiscal year. The Company routinely evaluates accounts receivable for uncollectible amounts.

REVENUE RECOGNITION

The Company is party to certain volume licensing arrangements that include a perpetual license for current products combined with rights to receive unspecified future versions of software products, which the Company has determined are additional software products and are therefore accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period. Arrangements that include term based licenses for current products with the right to use unspecified future versions of the software during the coverage period are also accounted for as subscriptions, with revenue recognized ratably over the coverage period.

Revenue from cloud-based services arrangements that allow for the use of a hosted software product or service over a contractually determined period of time without taking possession of software are accounted for as subscriptions with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period beginning on the date the service is made available to customers.

Some volume licensing arrangements include time-based subscriptions for cloud-based services and software offerings that are accounted for as subscriptions. These arrangements are considered multiple element arrangements. However, because all elements are accounted for as subscriptions and have the same coverage period and delivery pattern, they have the same revenue recognition timing.

DEFERRED REVENUE

Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payments and recognizes revenue ratably over the contract period.

INVENTORY

The Company values its inventory at the lower of cost (first-in, first-out) or market. The Company uses estimates and judgments regarding the valuation of inventory to properly value inventory. Inventory adjustments are made for the difference between the cost of the inventory and the estimated realizable value and charged to cost of goods sold in the period in which the facts that give rise to the adjustments become known.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Our short-term financial instruments, including cash, accounts receivable and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their terms.

Fair value measurements

ASC 820 “Fair Value Measurements and Disclosure” establishes a framework for measuring fair value and expands disclosure about fair value measurements.

ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015:

	Level 1		Level 2		Level 3		Total
Liabilities
Conversion derivative liabilities	$	—	$	—	$	3,869,620	$	3,869,620
Total Liabilities	$	—	$	—	$	3,869,620	$	3,869,620

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion and warrant derivative liabilities) for the nine months ended September 30, 2015.

Balance at beginning of year	$	12,173,986
Additions and modifications to derivative instruments		3,569,343
Change in fair value of derivative liabilities		(9,489,141	)
Extinguishment of derivative liabilities		(2,384,568	)
Balance at end of period	$	3,869,620

The following is a description of the valuation methodologies used for these items:

Conversion derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

CONVERTIBLE INSTRUMENTS

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815-40”).

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

DERIVATIVE LIABILITIES

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

CONCENTRATIONS OF CREDIT RISK

The Company performs ongoing credit evaluations of its customers. At September 30, 2015, three customers accounted for 69% of accounts receivable.

The Company maintains cash and cash equivalents with major financial institutions. Cash held in US bank accounts is insured up to $250,000 at each institution. Cash held in UK bank accounts is insured up to £85,000 (approximately $129,000 at September 30, 2015) at each institution for each entity. At times, cash balances may exceed the insured limits. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk.

RESEARCH AND DEVELOPMENT

Expenses related to present and future products are expensed as incurred.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company’s U.K. subsidiary, Thinspace UK, are measured using the British Pound as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout the year. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity. The unaudited condensed consolidated financial statements are presented in United States of America dollars.

INCOME (LOSS) PER SHARE

We use ASC 260, “Earnings Per Share” for calculating the basic and diluted income (loss) per share. We compute basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding.

Dilutive common stock equivalents consist of shares issuable upon conversion of debt and preferred stock and the exercise of our stock warrants. There were 4,382,560,883 common share equivalents at September 30, 2015 and 270,375,324 at September 30, 2014. The 2014 common share equivalents have been excluded from the computation of the weighted average diluted shares, as their inclusion would be antidilutive.

Diluted earnings per share for the three and nine months ended September 30, 2015 have been calculated as follows:

	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015

Income available to common shareholders	$	36,231,484		$	4,654,412

Preferred dividend		1,875			5,625
Income attributable to convertible instruments		(37,190,422	)		(9,569,817	)
Expense attributable to convertible instruments		687,899			3,369,249

Diluted loss	$	(269,164	)	$	(1,540,531	)

Basic shares outstanding		353,913,823			189,737,454

Convertible instruments		146,086,177			310,262,546

Diluted shares outstanding		500,000,000			500,000,000

Diluted EPS	$	(0.00	)	$	(0.00	)

Additional potentially dilutive shares of approximately 4 billion shares at September 30, 2015 have been excluded from the calculation since they exceed authorized shares available.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2014, ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”) was issued. Before the issuance of ASU 2014-15, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. ASU 2014-15 becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects of adopting ASU 2014-15 on its consolidated financial statements but the adoption is not expected to have a significant impact on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax assets and liabilities to be classified as noncurrent in the consolidated balance sheet. ASU 2015-17 becomes effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. A reporting entity should apply the amendment prospectively or retrospectively. The Company is currently evaluating the effects of adopting ASU 2015-17 on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will evaluate the effects of adopting ASU 2016-01 if and when it is deemed to be applicable.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The main objective of ASU 2016-02 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. To meet that objective, the FASB is amending the FASB Accounting Standards Codification and creating Topic 842, Leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not expect the adoption of this amendment to have a significant impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions which include – the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. This guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-09 on its consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10 “Revenue from Contracts with Customers(Topic 606)” (“ASU 2016-10”). The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-10 affect the guidance in ASU 2014-09, “Revenue from Contracts with Customers,” which is not yet effective. The effective date and transition requirements of ASU 2016-10 are the same as the effective date and transition requirements of ASU 2014-09. They are effective prospectively for reporting periods beginning after December 15, 2017 and early adoption is not permitted. The Company is currently assessing the impact of the adoption of these amendments on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers(Topic 606): Narrow-Scope Improvements and Practical Expedients”. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients. These amendments are effective at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Topic 606 is effective for nonpublic entities one year later. The Company is currently assessing the impact of the adoption of the amendments to Topic 606 and these amendments on its consolidated financial statements.

The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – CONVERTIBLE NOTES PAYABLE

IBC Funds 2015 Financings

During January and February of 2015 the Company received additional funds, aggregating $167,000, pursuant to a Securities Purchase Agreement with IBC Funds, LLC (“IBC Funds”) dated May 29, 2014 in which the Company sold to IBC Funds an 8% convertible debenture in the principal amount of up to $617,500. The debenture matures on the third anniversary of the date of issuance and bears interest a rate of 8% per year, payable semi-annually and on the maturity date. IBC Funds may convert, at any time, the outstanding principal and accrued interest on the debenture into shares of the Company’s common stock, at a conversion price per share at 40% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. The conversion price is subject to adjustment in the event of sales by the Company of common stock or securities convertible into common stock at a price per share lower than the then-effective conversion price, to such lower price, subject to certain exceptions. A total of $617,000 has been received pursuant to this debenture.

During March, April and May 2015 the Company received additional funds, aggregating $305,000, pursuant to a Securities Purchase Agreement originally entered into with Greystone Capital Partners, Inc. (“Greystone”) dated May 29, 2014 in which the Company sold to Greystone Funds an 8% convertible debenture in the principal amount of up to $617,500. Greystone has assigned $305,000 of this debenture to IBC Funds. The debenture matures on the third anniversary of the date of issuance and bears interest a rate of 8% per year, payable semi-annually and on the maturity date. IBC Funds may convert, at any time, the outstanding principal and accrued interest on the debenture into shares of the Company’s common stock, at a conversion price per share at 40% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. The conversion price is subject to adjustment in the event of sales by the Company of common stock or securities convertible into common stock at a price per share lower than the then-effective conversion price, to such lower price, subject to certain exceptions. A total of $361,000 has been received pursuant to this debenture, $305,000 from IBC Funds in 2015 and $56,000 from Greystone in 2014.

LG Capital March 19, 2015 Financing

On March 20, 2015, the Company entered into and closed a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which the Company issued and sold to LG Capital an 8% convertible redeemable note in the principal amount of $137,500 for a purchase price of $131,250. The note matures on the one year anniversary of the date of issuance and bears interest a rate of 8% per year, payable on the maturity date. LG Capital may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company.

Iconic Holdings March 23, 2015 Financing

On March 23, 2015, the Company entered into and closed a securities purchase agreement with Iconic Holdings, LLC (“Iconic”), pursuant to which the Company issued and sold to Iconic a 6% convertible debenture in the principal amount of $50,000 for a purchase price of $50,000. The note matures on the one year anniversary of the date of issuance and bears interest a rate of 6% per year, payable on the maturity date. Iconic may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company.

Black Mountain March 23, 2015 Financing

On March 23, 2015, the Company entered into, and on March 25, 2015, the Company closed a securities purchase agreement with Black Mountain Equities, Inc. (“Black Mountain”), pursuant to which the Company sold to Black Mountain a 10% convertible note in the principal amount of $105,000 for a purchase price of $100,000. The note matures on the two year anniversary of the date of issuance and bears interest a rate of 10% per year, payable on the maturity date. Black Mountain may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to the lesser of (a) $0.17 or (b) 70% of the average of the three lowest closing bids occurring during the twenty consecutive trading days immediately preceding the applicable conversion date.

RDW Capital, LLC April 6, 2015 Financing

On April 6, 2015, the Company issued and sold to RDW Capital, LLC (“RDW”) a 6% convertible debenture in the principal amount of $105,000 for a purchase price of $100,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the average of the 3 lowest closing prices of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due one year from the date of issuance.

St. George Investments LLC April 9, 2015 Financing

On April 9, 2015, the Company entered into and closed a securities purchase agreement with St. George Investments LLC (“St. George”), pursuant to which the Company issued and sold to St. George an 8% convertible promissory note in the principal amount of $107,500 for a purchase price of $100,000. The note is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the note is due one year from the date of issuance.

Blue Citi PR April 10, 2015 Financing

On April 10, 2015, the Company entered into and closed a securities purchase agreement with Blue Citi PR (“Blue Citi”), pursuant to which the Company issued and sold to Blue Citi a 8% convertible debenture in the principal amount of up to $535,000 for a purchase price of $500,000 payable as follows: (i) $200,000 was paid upon issuance; (ii) $200,000 is payable at Blue Citi’s discretion at any time within 60 days of issuance provided that, if Blue Citi does not make such payment prior to the date this is 60 days from the date of issuance, Blue Citi will be required to make such payment on the date that is 60 days from the date of issuance, subject to the condition that the average trading price for the Company’s common stock for the five trading days prior to the date that is 60 days from the date of issuance is equal to or greater than 50% of the 5 day average trading price prior to the date of issuance, and (iii) $100,000 at the sole discretion of Blue Citi within 365 days of the date of issuance provided that, if Blue Citi does not make the second $200,000 payment under the debenture within 60 days of the date of issuance, Blue Citi will not have the right to make such $100,000 payment. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices for the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due two years from the date of issuance.

On May 14, 2015 the Company entered into an Amendment with Blue Citi PR whereby the terms were adjusted as follows: i) $200,000 paid to the Company upon issuance; (ii) $200,000 payable to the Company on June 10, 2015; and $100,000 payable to the Company on July 10, 2015. Each such payment reflects a 7% original issue discount added to the principal amount at time of payment (up to $14,000). As of September 30, 2015 a total of $395,000 has been funded pursuant to this agreement.

Black Mountain Buyback

On August 10, 2015, the Company entered into a payoff agreement with Black Mountain, pursuant to which the Company paid to Black Mountain $70,000, and issued to Black Mountain a non-convertible note in the principal amount of $30,000, due one year from the date of issuance, in exchange for the Company’s convertible note issued to Black Mountain, dated March 23, 2015, in the original principal amount of $105,000.

The conversion features of the debentures described above contain a variable conversion rate. As a result, we have classified the conversion features as derivative liabilities in the consolidated financial statements. Upon issuance, we have recorded conversion feature liabilities of $2,434,738. The value of the conversion feature liabilities was determined using an option valuation model based on the following assumptions: (1) risk free interest rates of between 0.265 - 0.625%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of between 165% - 210%; and (4) expected lives of 1 – 2.42 years. The Company has allocated $1,346,077 to debt discount, to be amortized over the life of the debt, with the balance of $1,088,661 being charged to expense at issue.

NOTE 4 –DERIVATIVE LIABILITIES

The Company has identified certain embedded derivatives related to its convertible debentures, convertible preferred stock and a debt purchase agreement. Since certain of the debentures, the preferred stock and the debt settlement agreement are convertible into a variable number of shares, the conversion features of those debentures are recorded as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to adjust to fair value as of each subsequent balance sheet date.

Convertible Debentures and Debt Settlement Agreement

During the nine months ended September 30, 2015, $630,923 of principal and $54,128 of accrued interest was converted into 348,278,449 shares of common stock. The Company has recorded income of $2,596,238 and $2,222,937 for the three and nine months ended September 30, 2015, respectively, related to the change in fair value of the conversion feature through the dates of conversion.

At September 30, 2015, we recalculated the fair value of the embedded conversion feature of our notes and debt settlement agreement subject to derivative accounting and have determined that their fair value at September 30, 2015 was $3,281,889. The value of the conversion liabilities was determined using an option valuation modelbased on the following assumptions: (1) risk free interest rate of 0.066% - 0.417%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of between 191% - 248% and (4) an expected life of 0.25 – 1.66 years. We recorded income of $28,249,012 and $4,814,818 for the three and nine months ended September 30, 2015, respectively, related to the change in fair value.

During the three and nine months ended September 30, 2015 we recorded additions to our derivative conversion liabilities related to the conversion feature attributable to interest accrued during the period. These additions aggregated $96,767 and $798,408 for the three and nine months ended September 30, 2015, respectively, which has been charged to interest expense.

Convertible Preferred Stock

The conversion feature of our Series B preferred stock has been adjusted due to the subsequent issuance of debt. As a result, the conversion price is now $0.001755 per share, such that an aggregate of 42,735,043 shares of the Company’s common stock are issuable upon such conversion. The Company has recorded income of $234,162 and $333,112 for the three and nine months ended September 30, 2015, respectively, related to the change in fair value of the conversion feature of the preferred stock through the dates of adjustment. The Company has also recorded an expense of $22,911 and $336,197 for the three and nine months ended September 30, 2015, respectively, due to the increase in the fair value of the conversion feature as a result of the modification.

At September 30, 2015, we recalculated the fair value of the embedded conversion feature of our Series B and Series C preferred stock subject to derivative accounting and have determined that the fair value at September 30, 2015 was $587,731. The value of the conversion liabilities was determined using an option valuation model based on the following weighted average assumptions: (1) risk free interest rate of 0.209%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 191% and (4) an expected life of 1 year. We recorded income of $6,052,991 and $2,118,274 during the three and nine months ended September 30, 2015, respectively, related to the change in fair value.

Derivative liability activity for the nine months ended September 30, 2015 is summarized as follows:

	Balance at December 31, 2014		Additions		Modifications		Conversions			Reclassifications			Change in Value			Balance at September 30, 2015
Convertible notes, interest and debt settlement	$	9,471,074	$	3,233,146	$	—	$	(2,253,031	)	$	(131,537	)	$	(7,037,755	)	$	3,281,897
Convertible preferred stock		2,702,912		—		336,197		—			—			(2,451,386	)		587,723
	$	12,173,986	$	3,233,146	$	336,197	$	(2,253,031	)	$	(131,537	)	$	(9,489,141	)	$	3,869,620

NOTE 5 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock, with par value of $0.001 per share, of which 75,000 shares have been designated as Series B 10% Convertible preferred stock, with par value of $0.001 per share, and 672,000 shares have been designated as Series C Convertible preferred stock. There were 75,000 Series B shares and 672,000 Series C shares issued and outstanding as of September 30, 2015.

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, with par value of $0.001 per share. As of September 30, 2015 and December 31, 2014, there were 448,809,894 and 98,381,445 shares of common stock issued and outstanding, respectively.

During the nine months ended September 30, 2015, we issued 348,278,449 shares of common stock upon the conversion of $630,923 of debt principal and $54,128 of accrued interest.

During June 2015 we issued stock grants of 1,000,000 shares to each of two directors, valued at $22,600. The grants vest upon the one year anniversary of issuance. The expense will be recorded over that one year period. One of these grants was forfeited during the third quarter. We have recorded expense of $1,875 and $3,775 for the three and nine months ended September 30, 2015, respectively.

During June 2015 we issued 150,000 shares of common stock, valued at $1,950, as payment for financing activities.

During May 2014 we issued a stock grant to an employee in the amount of 200,000 shares of common stock, valued at $34,000. The grant vests upon the two year anniversary, on May 29, 2016. The expense will be recorded over that two year period. We have recorded an expense of $4,250 and $12,750 for the three and nine months ended September 30, 2015, respectively.

Options Outstanding

We have recorded an expense for employee options of $64,334 and $248,877 for the three and nine months ended September 30, 2015, respectively.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

LEASE

Effective July 2015 we entered into an office lease with a five year term expiring in July, 2020. Annual minimum lease payments range from approximately $33,000 for the first year to approximately $47,000 for the final year.

Rent expense for the three months ended September 30, 2015 and 2014 was $8,460 and $26,178, respectively. Rent expense for the nine months ended September 30, 2015 and 2014 was $42,361 and $88,604, respectively.

LITIGATION

From time to time, the Company and its subsidiaries may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company and its subsidiaries are currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

NOTE 7 – SUBSEQUENT EVENTS

Common Shares Issued

During the month of October 2015, we issued 36,300,266 shares of common stock upon the conversion of $36,800.27 of note principal.

During the month of November 2015, we issued 9,500,000 shares of common stock upon the conversion of $9,500 of note principal.

During the month of April 2016 we cancelled 1,100,000 shares of common stock which had been issued as compensation to a former Board Member, pursuant to the request of the former Board Member.

During the month of May 2016, we issued 40,000,000 shares of common stock upon the conversion of $10,000 of note principal.

During the month of June 2016, we issued 76,000,000 shares of common stock upon the conversion of $13,300 of note principal.

During the month of July 2016, we issued 16,000,000 shares of common stock upon the conversion of $2,800 of note principal.

Amendment to Articles of Incorporation

At the Special Meeting of Stockholders held on March 28, 2016, the stockholders of Thinspace Technology, Inc. approved an amendment to the Company’s charter to increase the total number of authorized shares of the Company’s common stock from 500,000,000 to 3,500,000,000 shares, $0.001 par value per share. The charter amendment became effective on May 2, 2016 upon filing with, and acceptance for record by, the Delaware Secretary of State.

Debt Financings

On November 18, 2015, the Company issued and sold to Rockwell Capital Partners, Inc. (“Rockwell”) an 8% convertible debenture in the principal amount of up to $125,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due two years from the date of issuance. The Company received funds aggregating $25,000 pursuant to the Note during the month of November 2015.

During the month of November the Company entered into an amendment of a $100,000 Note originally entered into with IBC Equity Holdings on October 8, 2014 whereby an option for conversion of any or all outstanding portion of the note into shares of common stock was added. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion

During the month of November the Company entered into an amendment of a $300,000 Note originally entered into with IBC Equity Holdings on October 8, 2014 whereby an option for conversion any or all outstanding portion of the note into shares of common stock was added. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion

On November 18, 2015, the Company issued and sold to IBC Funds, LLC, (“IBC Funds”) an 8% convertible debenture in the principal amount of $101,978.91. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due two years from the date of issuance.

On December 9, 2015, the Company issued and sold to Blue Citi, LLC, (“Blue Citi”) an 8% convertible debenture in the principal amount of up to $150,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due January 15, 2018. The Company received funds pursuant to the Note aggregating $49,000 during the month of December 2015 and $101,000 in the month of January 2016.

During the month of March 2016 the Company received funds, aggregating $20,000, pursuant to a Securities Purchase Agreement originally entered into with Rockwell Capital Partners, Inc. (“Rockwell”) dated November 18, 2015 in which the Company sold to Rockwell an 8% convertible debenture in the principal amount of up to $125,000.

On May 2, 2016, the Company issued and sold to Rockwell Capital Partners, Inc. (“Rockwell”) an 8% convertible debenture in the principal amount of up to $360,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due two years from the date of issuance. The Company received funds aggregating $130,000 pursuant to the Note during the month of May 2016.

On May 4, 2016, the Company issued and sold to Blue Citi, LLC, (“Blue Citi”) an 8% convertible debenture in the principal amount of up to $45,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due May 4, 2018. On July 25, 2016 the Note was amended to a principal amount of up to $25,000.

During the month of June 2016 the Company received funds, aggregating $90,000, pursuant to a Securities Purchase Agreement originally entered into with Rockwell Capital Partners, Inc. (“Rockwell”) dated May 2, 2016 in which the Company sold to Rockwell an 8% convertible debenture in the principal amount of up to $360,000.

During the month of August 2016 the Company received funds, aggregating $60,000, pursuant to a Securities Purchase Agreement originally entered into with Rockwell Capital Partners, Inc. (“Rockwell”) dated May 2, 2016 in which the Company sold to Rockwell an 8% convertible debenture in the principal amount of up to $360,000.

On August 10, 2016 the Company issued to Rockwell Capital Partners, Inc. (“Rockwell”) a 10% Promissory Note in the amount of $30,250 with an OID of $2,750. The Note matures on August 9, 2017 and requires a monthly payment of $2,653.40.

During the month of September 2016 the Company received funds, aggregating $25,000, pursuant to a Securities Purchase Agreement originally entered into with Blue Citi, LLC (“Blue Citi”) dated May 4, 2016 in which the Company sold to Blue Citi an 8% convertible debenture in the principal amount of up to $45,000.

Legal Matters

During the month of September 2016 the Company received notice of a default judgment in the principal amount of $261,462.79, plus interest at 18% per annum, awarded to St. George Investments, LLC in Case No. 160903366 in the Third Judicial District Court of Salt Lake County, State of Utah on September 19, 2016. The judgment of $261,462.79 includes principal, default penalties and interest.

On November 11, 2015 the Company entered into an amended employment agreement with its Chief Executive Officer whereby Mr. Bautista’s annual salary was reduced to $60,000. In addition, Mr. Bautista will be eligible to receive commission on all software maintenance agreements which are renewed or entered into from the company's current user install base at a rate of 10% of the net renewal rate - which is invoiced price less any taxes or prepayment discounts. Additionally, employee will be entitled to a commission at a rate of 10% of the net margin on any new sales of the company’s current released products, based on the net margin to the company which would be calculated based on Gross Sales – Channel/customer discounts- cost of goods = net margin, payment of commission will be paid within 30 days of receipt of funds from the customers.

In addition, Mr. Bautista forfeited the option to purchase Five Million (5,000,000) shares of the Company’s common stock with an exercise price of $0.17 and agreed that at termination of employment he will not be eligible to receive severance payments.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Thinspace Technology, Inc. is a hardware and software cloud computing company specifically focused on desktop virtualization. Our solutions deliver and manage centralized desktop computing from a pool of shared computing resources (‘the Cloud’) to the end users. This allows our customers secure access to centrally managed Desktops or Software Applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely.

Our cloud computing solutions help IT and service providers build both private and public clouds, leveraging virtualization and networking technologies to deliver high-performance, elastic and cost-effective services for mobile workstyles.

Our products have been designed to suit the needs of all sizes of organizations from 5 to 50,000+ users. Customers have found our products to be easier to use, faster to implement and cheaper to maintain than other similar software, which is important to small and medium sized companies and governmental offices as well as large enterprise organizations that are looking to reduce their IT infrastructure costs. We market and license our products directly to systems integrators, or SIs, in addition to indirectly through value-added resellers, or VARs, value-added distributors, or VADs, and original equipment manufacturers, or OEMs.

In this report, the terms the “Company”, “we”, “us”, and “our” refer to Thinspace Technology, Inc., a Delaware corporation, and its operating subsidiaries, Thinspace UK and Thinspace US, unless the context otherwise requires.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

Use of Estimates - The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Going Concern- The financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding our recurring losses or accumulated deficit

Revenue Recognition - We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition”. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and title has transferred or services have been rendered, the price is fixed and determinable and collectability is reasonably assured. Revenue is not recognized on product sales transacted on a test or pilot basis. Instead, receipts from these types of transactions offset marketing expenses.

Deferred Revenue - Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payment and recognizes revenue ratably over the contract period.

Fair Value of Financial Instruments - Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of the Company’s derivative instruments is determined using option pricing models.

Convertible Instruments - The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815-40”).

Derivative Liabilities - ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

Results of Operations

Three Months ended September 30, 2015 as compared to the Three Months ended September 30, 2014

Revenues:

Revenue was $271,705 for the three months ended September 30, 2015 compared to revenue of $2,322,170 for the three months ended September 30, 2014. Overall, our revenues decreased 88% for the 2015 period as compared to the 2014 period. The decrease is primarily attributable to the delivery of a large order during the 2014 period (representing approximately 76% of revenue).

Cost of goods sold

Cost of goods sold as a percent of revenue was 41% and 64% for the three months ended September 30, 2015 and 2014, respectively. Cost of goods sold consists of software development, purchased hardware and software costs and shipping costs. Cost of goods sold as a percentage of revenue varies based on the various costs incurred, relative to the timing of the recognition of revenue.

Operating expense:

Operating expense decreased 72% for the three months ended September 30, 2015, to $429,356, compared to $1,507,661 for the three months ended September 30, 2014. Our costs have decreased as we have curtailed expenses for consulting, compensation and other costs. Included in our operating expenses for the three months of 2015 and 2014 is $70,459 and $421,212, respectively, of non-cash expense for stock based compensation. The balance of our other operating expenses includes salaries, consulting, marketing and general overhead expenses.

We expect that our operating expenses will ultimately increase as our business grows and we devote additional resources towards promoting that growth, most notably reflected in anticipated increases in salaries for sales personnel and technical resources.

Other income (expense):

We had income from the change in the fair value of our derivative liabilities of $37,132,403 during the three months ended September 30, 2015 compared to expense of $16,556,422 during the three months ended September 30, 2014. The change in the fair value of our derivative liabilities resulted primarily from the changes in our stock price and the volatility of our common stock during the reported periods. Refer to Note 4 to the financial statements for further discussion of our derivative liabilities.

We reported gain from the conversion of debt of $58,019 during the three months ended September 30, 2015, compared to gain of $20,979 during the three months ended September 30, 2014. The gain on debt conversion resulted from the issuance of shares of common stock to pay off debt, based on the fair value of the shares issued as compared to the carrying value of the related debt. The closing price on the date of conversion is used to compute the actual fair market value of our common stock in determining the amount of the gain or loss.

We reported interest expense of $687,899 during the three months ended September 30, 2015 as compared with interest expense of $1,883,300 during the three months ended September 30, 2014. Interest expense consists of derivative liabilities issued during the period whose fair values exceeded the proceeds of the debt, aggregating $169,019 and $1,709,794 for the three months ended September 30, 2015 and 2014, respectively, and the expense associated with the price resets of certain of our derivative instruments, aggregating $22,911 for the three months ended September 30, 2015. The balance of the expense relates to the amortization of debt discount and interest accrued on debt.

Nine Months ended September 30, 2015 as compared to the Nine Months ended September 30, 2014

Revenues:

Revenue was $1,394,704 for the nine months ended September 30, 2015 compared to revenue of $5,700,775 for the nine months ended September 30, 2014. Overall, our revenues decreased 76% for the 2015 period as compared to the 2014 period. The decrease is primarily attributable to the delivery of a large order during the 2014 period (representing approximately 67% of revenue).

Cost of goods sold

Cost of goods sold as a percent of revenue was 40% and 58% for the nine months ended September 30, 2015 and 2014, respectively. Cost of goods sold consists of software development, purchased hardware and software costs and shipping costs. Cost of goods sold as a percentage of revenue varies based on the various costs incurred, relative to the timing of the recognition of revenue.

Operating expense:

Operating expense decreased 50% for the nine months ended September 30, 2015, to $2,374,629, compared to $4,796,831 for the nine months ended September 30, 2014. Our costs have decreased as we have curtailed expenses for consulting, compensation and other costs. Included in our operating expenses for the first nine months of 2015 and 2014 is $267,352 and $1,607,178, respectively, of non-cash expense for stock based compensation. The balance of our other operating expenses includes salaries, consulting, marketing and general overhead expenses.

We expect that our operating expenses will increase as our business grows and we devote additional resources towards promoting that growth, most notably reflected in anticipated increases in salaries for sales personnel and technical resources.

Other income (expense):

We had income from the change in the fair value of our derivative liabilities of $9,489,141 during the nine months ended September 30, 2015 compared to expense of $15,447,215 during the nine months ended September 30, 2014. The change in the fair value of our derivative liabilities resulted primarily from the changes in our stock price and the volatility of our common stock during the reported periods. Refer to Note 4 to the financial statements for further discussion of our derivative liabilities.

We reported gain from the conversion of debt of $80,676 during the nine months ended September 30, 2015, compared to gain of $176,108 during the nine months ended September 30, 2014. The gain on debt conversion resulted from the issuance of shares of common stock to pay off debt, based on the fair value of the shares issued as compared to the carrying value of the related debt. The closing price on the date of conversion is used to compute the actual fair market value of our common stock in determining the amount of the gain or loss.

We reported interest expense of $3,369,249 during the nine months ended September 30, 2015 as compared with interest expense of $7,354,199 during the nine months ended September 30, 2014. Interest expense consists primarily of derivative liabilities issued during the period whose fair values exceeded the proceeds of the debt, aggregating $1,887,069 and $5,616,678 for the nine months ended September 30, 2015 and 2014, respectively, and the expense associated with the price resets of certain of our derivative instruments, aggregating $336,197 and $1,033,365, respectively. The balance of the expense relates to the amortization of debt discount and interest accrued on debt.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of September 30, 2015 we had approximately $49,000 in cash and cash equivalents and a working capital deficit of $7,871,309 (including derivative liabilities aggregating $3,869,620), as compared to cash and cash equivalents of approximately $136,000 and a working capital deficit of $14,661,201 at December 31, 2014. Our recent sources of operating capital have been debt financings. We received proceeds from convertible and other notes aggregating $1,440,650 during the nine months ended September 30, 2015.

Net Cash Provided by Operating Activities

We used $1,340,228 of cash in our operating activities during the nine months ended September 30, 2015 compared to $1,716,990 used by our operating activities for the nine months ended September 30, 2014. The decrease in net cash used results primarily from the net changes in other current assets and liabilities, partially offset by an increase in net loss of $180,152 (after adjusting for non-cash expenses).

Net Cash Used in Investing Activities

We incurred costs of $6,249 for the purchase of furniture and equipment during the nine months ended September 30, 2015, compared to $18,421 used for the purchase of furniture and equipment during the nine months ended September 30, 2014.

Net Cash Provided by Financing Activities

During the nine months ended September 30, 2015, we received $1,440,650 from the sale of notes and convertible securities. We repaid $172,761 of notes and loans payable and paid $11,050 of accrued preferred stock dividends.

During the nine months ended September 30, 2014, we received $472,000 from the sale of our preferred stock, $1,191,000 from the sale of notes and convertible debentures and $21,000 from stockholder advances. We repaid $86,583 of notes and loans payable and repaid $118,670 of shareholder advances.

We presently do not have any available credit, bank financing or other external sources of liquidity. We will need additional capital in order to continue operations until we are able to achieve positive operating cash flow. Additional capital is being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

As disclosed in Note 7, Subsequent Events, the Company has continued to fund its operations with proceeds from the sale of convertible debt.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for a smaller reporting company.

Item 4.Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's (the “SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive and financial officer), of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and also are not effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer, to allow timely decisions regarding required disclosure, due to the material weaknesses in our internal control over financial reporting discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015, which continue to exist as of September 30, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not party to any material legal proceedings and no property of the Company is subject to any material legal proceedings.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended September 30, 2015, we issued 245,785,886 shares of common stock upon the conversion of $280,005.31 of note principal and interest.

Item 3. Defaults Upon Senior Securities.

The Company is in default on outstanding convertible notes, issued between June 4, 2010 and April 10, 2015, in the aggregate principal amount of $3,181,167, due to failure to maintain a sufficient number of shares of common stock reserved for conversion. As a result of such defaults, the interest rate on these convertible notes has increased from between 6 to 10% to between 8 and 18%.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

No.		Description
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive and Financial Officer
32.1		Section 1350 Certification of Principal Executive and Financial Officer
EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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 thereunto duly authorized.

	Thinspace Technology, Inc.

Date: October 26, 2016	By:	/s/ Jay Christopher Bautista
		Jay Christopher Bautista
		Chief Executive Officer (principal executive, financial and accounting officer)

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Thinspace Technology (THNS) Inactive 10-Q2015 Q3 Quarterly report

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