SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (~~Date~~date of earliest event reported): ~~December~~August 912, ~~2015~~2016

THINSPACE TECHNOLOGY, INC. (Exact name of Company as specified in charter)

(Exact name of registrant as specified in charter)

Delaware		000- 52524		43-2114545
(State or Other Jurisdiction of Incorporation)		(Commission FileNumber)		(I.R.S. EmployerIdentification Number)

Delaware		000- 52524		43-2114545
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1925 E. Belt Line Road Suite 349

Carrollton, Texas 75006

(Address of principal executive offices) (zip code)

(786-) 763-3830

(Registrant's telephone number)

~~(Former~~Check ~~name~~the ~~and address,~~appropriate box below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report.)~~filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:

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

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

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

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

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

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Promissory~~On ~~Note~~December ~~Financing~~4, 2015, Thinspace Technology, Inc. (the “Company”) received notice that Bedinger & Co. (“Bedinger”) could no longer act as its independent registered public accounting firm due to the death of its principal, James Bedinger. Due to the structure of the firm, the registration with the PCAOB was tied to Mr. Bedinger and thus Bedinger & Company was not able to continue to perform in its capacity as independent registered public accounting firm at this time. As a result, the Board of Directors dismissed Bedinger as the Company's independent registered public accounting firm effective immediately.

~~Securities~~Bedinger's ~~Purchase~~reports ~~Agreement and~~on ~~Promissory~~the ~~Note~~Company's consolidated financial statements for ~~$360~~the years ended December 31,~~000~~ ~~dated~~2014 ~~May~~and 22013 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, ~~2016~~audit scope or accounting principles except for an explanatory paragraph relative to the Company's ability to continue as a going concern.

~~The~~During the Company's ~~entered~~two ~~into~~most arecent ~~Securities~~fiscal ~~Purchase~~years ~~Agreement,~~and ~~effective~~the assubsequent ofinterim ~~May~~period 2preceding Bedinger's dismissal, ~~2016~~there ~~(the~~were ~~“Effective~~no ~~Date”~~(a) disagreements with Bedinger on any matter of accounting principles or practices, byfinancial ~~and~~statement ~~between~~disclosure ~~the~~or ~~Company~~auditing ~~and~~scope anor ~~Institutional~~procedure, which disagreements, if not ~~Accredited~~resolved ~~Investor~~to (the ~~“Investor~~satisfaction ~~1”).~~of ~~Investor1~~Bedinger, ~~purchased~~would ~~and~~have ~~the~~caused ~~Company~~it ~~issued~~to ~~and~~make ~~sold~~reference ato ~~promissory~~the ~~note~~subject matter thereof in ~~the~~connection with ~~original~~its ~~principal~~reports ~~amount~~for ofsuch ~~$360,000~~years or (~~the~~b) ~~“$360~~reportable events,~~000~~ ~~Promissory~~as ~~Note”~~described under Item 304(a)(1)(v) of Regulation S-K.

OnThe ~~May~~Company 2,has ~~2016,~~provided Bedinger with a copy of this disclosure and has requested that Bedinger furnish it with a letter addressed to the ~~Company~~U.S. ~~issued~~Securities and ~~sold~~Exchange Commission stating whether it agrees with the ~~$360~~above statements,~~000 Promissory~~ ~~Note~~and toif not, stating the ~~Investor~~respects 1in which it does not agree. ToThe Company ~~date~~was aadvised ~~total~~by ofthe ~~$130~~Trustee for Bedinger on August 16,~~000~~ ~~has~~2016 ~~been~~that ~~received~~the ~~pursuant~~Trustee was not authorized to provide the letter which would typically be attached to this ~~debenture~~Current Report on Form 8-K as Exhibit 16.1 due to the death of James Bedinger.

~~The~~New ~~foregoing~~Independent ~~summary~~Registered ~~description of~~Public ~~the May 2, 2016 Securities Purchase Agreement and the $360,000 Promissory Note does not purport to be complete and is qualified~~Accounting ~~in its entirety by reference to the full text of the documents, or forms thereof, which are filed as Exhibits 10.1 and10.2, to this Current Report on Form 8-K and are incorporated herein by reference.~~Firm

~~Securities~~Concurrently, ~~Purchase~~the Company’s ~~Agreement~~Board of Directors appointed Rotenberg Meril Solomon Bertiger & Guttilla, P.C. ("Rotenberg Meril”) as its new independent registered public accounting firm, effective as of August 12, 2016. During the two most recent fiscal years and ~~Promissory~~through ~~Note~~the ~~for~~date ~~$125~~of the Company’s engagement of Rotenberg Meril,~~000~~ ~~dated~~the ~~November~~Company 18did not consult with Rotenberg Meril regarding either (1) the application of accounting principles to a specified transaction, ~~2015~~either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.

~~The~~Prior ~~Company~~to ~~also previously entered~~engaging ~~into~~Rotenberg ~~a Securities Purchase Agreement~~Meril, ~~effective~~Rotenberg asMeril ofdid ~~November~~not ~~18,~~provide ~~2015 (~~the ~~“Effective~~Company ~~Date”),~~with byeither ~~and~~written ~~between~~or ~~the Company~~oral ~~and~~advice ~~Investor~~that 1.was ~~Investor~~an 1important ~~purchased~~factor ~~and~~considered by the Company ~~issued~~in ~~and~~reaching ~~sold~~ a ~~promissory~~decision ~~note~~to inchange ~~the~~its ~~original~~independent ~~principal~~registered ~~amount of~~public ~~$125,000~~accounting ~~(the~~firm ~~“$125,000~~to ~~Promissory~~Rotenberg ~~Note”)~~Meril.

On November 18, 2015, the Company previously issued and sold the $125,000 Promissory Note to Investor 1. To date a total of $45,000 has been received pursuant to this debenture.

The foregoing summary description of the November 18, 2015 Securities Purchase Agreement, and the $125,000 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the documents, or forms thereof, which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Securities Purchase Agreement and Promissory Note for $45,000 dated May 4, 2016

The Company entered into a Securities Purchase Agreement, effective as of May 4, 2016 (the “Effective Date”), by and between the Company and an Institutional Accredited Investor (“Investor 2”). Investor2 purchased and the Company issued and sold a promissory note in the original principal amount of $45,000 (the “$45,000 Promissory Note”).

On May 4, 2016, the Company issued and sold the $45,000 Promissory Note to Investor 2. To date a total of $0 has been received pursuant to this debenture.

The foregoing summary description of the May 4, 2016 Securities Purchase Agreement, and the $45,000 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the documents, or forms thereof, which are filed as Exhibits 10.5 and 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.

Securities Purchase Agreement and Promissory Note for $150,000 dated December 9, 2015

The Company also previously entered into a Securities Purchase Agreement, effective as of December 9, 2015 (the “Effective Date”), by and between the Company and Investor 2. Investor 2 purchased and the Company issued and sold a promissory note in the original principal amount of $150,000 (the “$150,000 Promissory Note”).

On December 9, 2015, the Company previously issued and sold the $150,000 Promissory Note to Investor 2. To date a total of $150,000 has been received pursuant to this debenture.

The foregoing summary description of the December 9, 2015 Securities Purchase Agreement, and the $150,000 Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the documents, or forms thereof, which are filed as Exhibits 10.7 and 10.8 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed below under Item 5.07, at the Special Meeting of Stockholders (the “Special Meeting”) held on May 28, 2016, the stockholders of Thinspace Technology, Inc. (the “Company”) 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. A copy of the Certificate of Amendment affecting the increase in authorized capital stock of the Company is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the stockholders of the Company voted on the matters described below.

1. The Company’s stockholders approved an amendment to the Company’s charter that increased the total number of authorized shares of the Company’s common stock from 500,000,000 to 3,500,000,000 shares. The numbers of shares that voted for, against and abstained from voting for or against the charter amendment are summarized in the table below.

	Votes For		Votes Against		Abstentions
	213,896,398		119,361,560		26,105,536

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Convertible Debenture Issued to Investor 1 dated May 2, 2016
10.2		Securities Purchase Agreement with Investor 1 dated May 2, 2016
10.3		Convertible Debenture Issued to Investor 1 dated November 18,2015
10.4		Securities Purchase Agreement with Investor 1 dated November 18, 2015
10.5		Convertible Debenture Issued to Investor 2 dated May 4, 2016
10.6		Securities Purchase Agreement with Investor 2 dated May 4, 2016
10.7		Convertible Debenture Issued to Investor 2 dated December 9, 2015
10.8		Securities Purchase Agreement with Investor 2 dated December 9, 2015
3.1		Certificate of Amendment, effective May 2, 2016, increasing the authorized capital stock of the Company.

SIGNATURES

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

	THINSPACE TECHNOLOGY, INC.
Dated: May 10, 2016	By:	/s/ J. Christopher Bautista
Dated: August 17, 2016	By:	/s/ J. Christopher Bautista
		Name: J. Christopher Bautista
		Name: J. Christopher BautistaTitle: Chief Executive Officer
		Title: Chief Executive Officer

Filing Compare · Thinspace Technology, Inc.