Miami, FL -- May 21,2015 -- InvestorsHub NewsWire -- 

METROSPACES, INC.

FORM 10-Q

(Quarterly Report)

Filed 05/20/15 for the Period Ending 03/31/15

Address 888 BRICKELL KEY DR.

UNIT 1102

MIAMI, FL 33131

Telephone 3056000407

CIK 0001488501

Symbol MSPC

SIC Code 6500 - Real estate

Industry Construction Services

Sector Capital Goods

Fiscal Year 12/31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

--------------------------------

FORM 10-Q

--------------------------------

(Mark One)

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

For The Quarterly Period Ended March 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period from __________ To _________

Commission file number: 333-186559

METROSPACES, INC.

(Exact name of registrant as specified in its charter)

(305) 600-0407

(Registrant’s telephone number, including area code)

(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 [ X ] No [ ]

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 [ X ]

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.

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes [ ] No [ X ]

Delaware 90-0817201

(State or other jurisdiction of incorporation or

organization) (IRS Employer Identification No.)

888 Brickell Key Dr., Unit 1102,

Miami, FL 33131

(Address of principal executive offices) (zip code)

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [ X ]

(Do not check if a smaller reporting company)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of

securities under a plan confirmed by a court Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 15, 2015, there were 3,783,677,219 shares of the Registrant’s Common Stock outstanding.

METROSPACES, INC.

For the Quarterly Period Ended March 31, 2015

TABLE OF CONTENTS

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH

STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE

COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS,

UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE,

ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH

FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY

FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER

EVENTS OCCUR IN THE FUTURE.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements 1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11

Item 3. Quantitative and Qualitative Disclosures about Market Risk 15

Item 4. Controls and Procedures 15

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 16

Item 1A. Risk Factors 16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 16

Item 4. (Removed and Reserved). 16

Item 5. Other Information 16

Item 6. Exhibits 16

SIGNATURES 17

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Metrospaces, Inc.

Consolidated Balance Sheets

(Unaudited)

March 31, December 31,

2015 2014

ASSETS

Current assets

Cash 8,426 -

Accounts receivable 268,632 -

Prepaid expenses 117,412 39,010

Total current assets 394,470 39,010

Advance payment for real property 369,991 369,991

Investment in non-consolidated subsidiary 150,000 150,000

Property and equipment 2,662,103 -

Goodwill 1,862,048 -

5,044,142 519,991

Total assets 5,438,612 559,001

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

Current liabilities

Bank overdraft payable - 166

Accounts payable 37,139 -

Accrued expenses 283,466 68,750

Accrued interest - related party 58,215 52,013

Sales deposit 34,046 34,046

Long term debt related party - 400,000

Notes payable -related parties 16,990 166,590

Convertible note payable related party, net of discount 36,288 39,472

Note payable 10,000 10,000

Convertible note payable, net of discount 32,088 25,056

Current portion of acquisition note, net of discount 833,962 -

Derivative liability 6,042,426 2,645,300

Total current liabilities 7,384,620 3,441,393

Acquisition note, net of discount 1,231,118 -

STOCKHOLDERS' DEFICIT

Preferred stock, $0.000001 par value,

8,000,000 shares authorized,

no shares issued and outstanding - -

Series B Preferred Stock, $0.000001 par value,

2,000,000 shares authorized, 600,000 shares issued

and outstanding at March 31, 2015 6 -

Common Stock, $0.000001 par value, 5,000,000,000 shares authorized

1,947,663,945 and 846,555,925 shares issued and outstanding

at March 31, 2015 and December 31, 2014, respectively 1,948 847

Additional paid in capital 2,367,770 1,160,693

Accumulated deficit (5,464,108) (4,043,932)

Accumulated other comprehensive loss (82,742) -

TOTAL STOCKHOLDERS' DEFICIT (3,177,126) (2,882,392)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 5,438,612 559,001

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

1

Metrospaces, Inc.

Consolidated Statement of Operations

(Unaudited)

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

2

Three Months ended March 31,

2015 2014

Revenue 245,860 -

Cost of revenue 14,849 -

Gross profit 231,011 -

OPERATING EXPENSES:

General and administrative expenses 37,746 30,572

Total operating expenses 37,746 30,572

Operating income (Loss) 193,265 (30,572)

Other expense (income):

Interest expense 344,977 279,531

Loss on change in fair value of derivative 1,084,217 (9,043)

Loss on extinguishment of debt 184,247 117,509

1,613,441 387,997

NET LOSS (1,420,176) (418,569)

Net loss per common share - basic and diluted (0.00) (0.09)

Weighted average of common shares - basic and diluted 1,143,698,101 4,877,207

Metrospaces, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

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

3

Three months ended March 31,

2015 2014

Cash flows from operating activities

Net loss $ (1,420,176) $ (418,569)

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of imputed interest 7,148

Salary accrued to related party 3,750 3,750

Non-cash interest expense 344,977 272,383

(Gain) loss on change in fair value of derivative 1,084,217 (9,043)

Loss on extinguishment of debt 184,247 117,509

Changes in operating assets and liabilities:

Accounts receivable (226,379)

Prepaid expenses 2,146 (10,000)

Accounts payable (16,716) 4,995

Bank overdraft (166) -

Accrued expenses 392 2,000

Net cash used in operating activities (43,708) (29,827)

Cash flows from investing activities

Cash acquired from acquisition 29,415 -

Net cash provided by financing activities 29,415 -

Cash flows from financing activities

Proceeds from issuance of note payable 42,000 40,000

Repayment of acquisition loan (25,000)

Proceeds from stockholder loans 400 -

Net cash provided by financing activities 17,400 40,000

Effect of exchange rate on cash 5,319 -

Increase in cash 8,426 10,173

Cash, beginning of period - 3,179

Cash, end of period $ 8,426 $ 13,352

Supplemental disclosure of cash flow information

Derivative liability recognized as debt discount $ 2,761,827 $ -

Conversion of convertible debt into common stock $ 30,605 $ -

Common Stock issued from conversion of convertible debt $ 658,184 $ -

Preferred stock issued from conversion of debt $ 550,000 $ -

Metrospaces, Inc.

Notes to Consolidated Financial Statements

March 31, 2015

(Unaudited)

Note 1 –Basis of Presentation and Business

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation

S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes

required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the

Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal

recurring accruals) to present the financial position of the Company as of March 31, 2015, and the results of operations and cash flows for the

periods presented. The results of operations for the three months ended March 31, 2015, are not necessarily indicative of the operating results

for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements

and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC

on April 15, 2015.

Metrospaces, Inc. (the "Company") was incorporated as “Strata Capital Corporation” on December 10, 2007, under the laws of the State of

Delaware. Urban Spaces, Inc. (“Urban Spaces”) was incorporated on April 3, 2012, under the laws of the State of Nevada and thereafter

formed Urban Properties LLC, a Delaware limited liability company and its 99.9% owned subsidiary (“UPLLC”). Through Urban Spaces and

its subsidiaries, the Company builds, sells and manages condominium properties located in Argentina and Venezuela. On January 13, 2015, the

Company acquired all of the outstanding shares of stock of Bodega IKAL, S.A., an Argentine corporation, and Bodega Silva Valent S.A., an

Argentine corporation, which collectively own 75 hectares of vineyards, from which they currently sell grapes to local wineries.

Note 2 – Significant accounting policies

Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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

dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ

from those estimates.

Real Property

Real property is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the

assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Investments in non-consolidated subsidiaries

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or

the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is

used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net

income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying

amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the

investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share

of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear

evidence that a decline in value that is other than temporary has occurred.

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets

acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable

assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially

with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash

flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and

unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition

date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the

conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

4

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

The Company evaluates the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever

events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by

a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the

carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

We have not recorded any significant impairment charge during the years presented.

The Company reviews goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the

carrying value of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is

more likely than not that the fair value of our single reporting unit is less than its carrying amount as a basis for determining whether it is

necessary to perform the two-step goodwill impairment under Accounting Standards Update (ASU) No. 2011-08, Goodwill and Other (Topic

350): Testing Goodwill for Impairment, issued by the Financial Accounting Standards Board (FASB). If it is determined that it is more likely

than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a

potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the

second step would need to be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the

implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair

value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. As of March 31, 2015 , no

impairment of goodwill has been identified.

In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property and equipment

and finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be

amortized or depreciated over the revised estimated useful life.

Revenue Recognition

The Company generally recognizes revenue from grape sales upon delivery to the customer. The Company does not have any allowance for

returns because grapes are accepted upon delivery.

Income Taxes

The Company use s the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under

this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax

consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is

recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred

tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the

deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a

recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to

be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim

periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in

numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

5

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and

accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations,

which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded

conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (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, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable

inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial

liability measured at fair value on a recurring basis.

The change in the level 3 financial instrument is as follows:

The estimated fair value of the derivative instruments were valued using the Black-Scholes option pricing model, using the following

assumptions at December 31, 2014:

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives

and Hedging Activities.”

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing

derivative financial instruments according to certain criteria. The 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 other

GAAP 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.

6

Balance January 1, 2014 $ 2,645,300

Issued during the year ended 2,761,827

Converted during the year (448,917)

Change in fair value recognized in operations 1,084,217

Balance December 31, 2014 $ 6,042,427

Estimated Dividends None

Expected Volatility 493%

Risk free interest rate .50%

Expected term

.10 to 1.54

years

The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated

from their host instruments) as follows: We record 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 stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment

standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current

fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

Note 3 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will

continue to realize its assets and discharge its liabilities in the normal cours e of business. The Company has t generated minimal revenues , has

a stockholders' deficit of $ 3,177,126, and a working capital deficit of $6,990,150 as of March 31, 201 5 . The continuation of the Company as

a going concern is dependent upon, among other things, the continued financial support from its shareholders and the attainment of profitable

operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no

assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments

that would be necessary should the Company be unable to continue as a going concern.

Note 4 – Acquisition

On January 13, 2015, the Company acquired all of the outstanding shares of common stock of Bodega IKAL, S.A. and all of the outstanding

shares of common stock of Bodega Silva Valent S.A., both of which are Argentine corporations which collectively own 75 hectares of

vineyards that produce grapes that they sell to local wineries. The consideration for these shares was a convertible promissory note in the

principal amount of $4,500,000. The acquisitions have been recorded in accordance with the acquisition method of accounting and have

included the financial results of the acquired companies from the date of acquisition. Pro forma historical results of operations have not been

presented because they are not material to the consolidated statement of operations.

The Company has estimated the fair value assets acquired and liabilities assumed as part of the acquisition and is currently undergoing a formal

valuation and will adjust these estimates accordingly within the one year measurement period.

The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed:

Note 5 – Advance payment for Real Property

The Company purchased from GBS Capital Partners, Inc. ("GBS"), a related party, the right to receive 9 loft-type condominium units from

their builder upon the completion of these units (see note 9). As consideration for this purchase, the Company agreed to pay $750,000 to GBS,

without interest (See note 6). The Company has imputed interest on this obligation at the rate of 8% per annum and has recorded the advance

payment net of such imputed interest at a cost of $665,984.

On December 5, 2014, the Company entered into an agreement with GBS to return 4 of the 9 loft-type condominium units in exchange for

$350,000 of the debt. The Value assigned to the units returned was $295,993, which after the exchange of the debt, resulted in a gain of

$54,007, which has been recorded as an equity transaction with related parties. The remaining 5 units will be offered for sale upon their

acquisition.

7

Current assets $ 152,215

Current liabilities (264,264)

Land 2,250,000

Equipment 500,000

Net Assets Acquired 2,637,951

Goodwill 1,862,049

Consideration 4,500,000

Note 6 – Investment in non-consolidated subsidiary

On December 3, 2012, UPLLC assigned to GBS Fund I, LLC, a Florida limited liability company (the “Fund”), UPLLC’s rights to acquire all

of the outstanding shares of Promotora Alon-Bell, C.A., a Venezuelan corporation which owns vacant land located in Venezuela upon which a

condominium project is to be constructed. UPLLC had acquired such rights from a stockholder of the Company in exchange for a promissory

note in the principal amount of $150,000. (See note 7.) This stockholder had acquired his rights to acquire these shares under an agreement

with their holders, pursuant to which he paid them $150,000 in cash. This investment, which represents an interest of 26.32% in the Fund, is

being accounted for under the equity method of accounting. The Fund acquired the shares in Promotora Alon-Bell, C.A. on December 16,

2012. The Company has not recognized any gain or loss from its investment since the subsidiary has not yet commenced any operations.

Note 7 – Long Term Debt – Related Party

On April 13, 2012, the Company entered into an agreement to purchase nine condominium units from GBS Capital Partners (GBS), a related

party of the Company, in exchange for a two year non-interest bearing note payable. Interest has been imputed at a rate of 8% per annum.

The Company has recorded an initial debt discount of $84,016 related to the imputed interest which is being amortized on the effective interest

rate method over the term of the note, which was fully amortized as of December 31, 2014.

On December 5, 2014 the Company entered into an agreement with GBS to return 4 of the 9 loft-type condominium units in exchange for

$350,000 of the debt leaving a remaining balance of $400,000 on December 31, 2014, which was past due.

On February 19, 2015 the Company exchanged the remaining $400,000 of debt to GBS in exchange for 400,000 shares of newly designated

shares of Series B Preferred Stock.

Note 8 – Notes Payable – Related Parties

Notes Payable – related party

On February 19, 2015 the company exchanged the $150,000 of debt in exchange for 150,000 shares of newly designated shares of series B

preferred stock.

Convertible Note Payable – related party

On February 19, 2014, the Company issued a convertible promissory note in the amount of $260,000 in exchange for a previously issued note

of $260,000 to the prior president and sole director of the Company. The new note bears interest at a rat e of 0.30% per annum and matured

February 19, 2015. The note was further amended on July 11, 2014 to change the conversion feature and is now convertible into shares of the

Company’s common stock at a price per share of 2.5% of the current market price of the Company’s common stock, as defined in the

agreement. Since the issuance of the note, the holder has converted $223,712 of principal into shares of common stock . The remaining

principal balance of the note at March 31, 201 5, was $ 36,288. The Company has determined that the conversion feature embedded in the

notes constitutes a derivative and has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount

recorded to the associated debt, on the accompanying balance sheet, and revalued to fair market value at each reporting period.

8

(a) A $150,000 promissory note payable to a shareholder of the Company incurred for the transfer of an option to purchase the

outstanding shares of Promotora Alon-Bell, C.A. (see Note 4), which was due April 20, 2014, and bears interest at the rate of 11%

per annum. Interest expense for the year ended December 31, 2014, charged to the statement of operations was $16,500. Accrued

interest of $45,375 on this note is included in accrued interest on the accompanying balance sheet. See Note 14.

(b) During the period from the inception of Urban Spaces (April 3, 2012) through December 31, 2014, a stockholder of the Company

paid operating expenses of the Company in the amount of $16, 9 90. These amounts were recorded as a loan payable, bearing no

interest and due on demand.

Note 9 – Acquisition note payable

In connection with the acquisition referred to in note 3, the Company issued a convertible promissory note in the principal amount of

$4,500,000. The note is payable in 10 equal monthly installments of $450,000 commencing February 13, 2016, and every month thereafter

until the balance is paid in full on November 13, 2016. The note bears interest at the rate of 0.41% per annum prior to default. After an event of

default, as defined in the agreement, the note shall bear interest at a floating rate of interest which shall be five (5) percentage points over the

rate of interest announced from time to time by Citibank, N.A. as the rate of interest that it charges to its most creditworthy commercial

customers. The note is convertible at, at any time at the option of the holder, into shares of the Company at a conversion rate equal to the

average of the daily closing price of the Company’s common stock for the five consecutive trading days immediately prior to conversion. The

note is subject to customary anti-dilution protection in the case of stock dividends, stock splits, reverse splits, reorganizations and

recapitalizations and subject to full ratchet protection in the case of any issuance of rights, warrants, or options at a price less than the then

effective conversion price of the note. The Company has determined that the conversion feature embedded in the note constitute a derivative

and have been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt or a

charge to interest expense where the derivative exceeds the carrying value of the note, on the accompany balance sheet, and revalued to fair

market value at each reporting period. The note is presented net of a discount of $2,409,920 on the accompanying balance sheet. During the

three months ended March 31, 2015, the Company made principal payments aggregating $25,000.

Note 10 – Notes Payable

On August 28, 2013, the Company received a $10,000 bridge loan from a non related party. The loan bears interest at 15% per annum and

matured on February 14, 2014. The loan remains past due and the Company has continued to accrue interest on the note until an agreement

with the lender for repayment has been reached.

Note 11 – Convertible Note Payable

On February 25, 2014, the Company entered into a convertible note agreement in the principal amount of $40,000 with an unrelated third

party , and an additional $42,000 on February 10, 2015. The se note s bear interest at 8% per annum and are convertible into shares of the

Company’s common stock at the option of the holder at a purchase price equal to 58% of the lowest closing bid price of the Company’s

common stock for fifteen prior trading days upon which a notice of conversion is received by the Company. The note matures on February 10 ,

201 6 , but may be redeemed by the Company for a) an amount equal to 125% of the unpaid principal if redeemed within the first 90 days of

the note, b) an amount equal to 140% of the unpaid principal if redeemed after the 91 st day but before the 151 st day of the note, or c) an

amount equal to 150% of the unpaid principal if redeemed after the 151 st day but before the 180th day of the note. The note may not be

redeemed by the Company after 180 days. Since the inception of the note $ 30 , 0 00 of principal of the note was converted into shares of

common stock according to the terms of the convertible instrument. The remaining principal balance of the note at December 31, 2014, was $

52,000 . The Company has determined that the conversion feature embedded in the notes constitutes a derivative and has been bifurcated from

the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompany balance sheet,

and revalued to fair market value at each reporting period. The note is presented net of a discount of $ 19,912 on the accompanying balance

sheet.

Note 1 2 – Related Party Transactions

A stockholder is a 33% partner in GBS Capital Partners (see Note 4), the entity from which the Company acquired the deposit of nine

condominium units.

The stockholder referred to above is entitled to receive a monthly salary of $1,250. The salary has not been paid and the Company has accrued

an amount of $ 3,750 for the three months ended March 31, 2015 and 2014. The Company has accrued an aggregate amount of $45,000 since

inception which is reflected in accrued expenses in t he accompanying balance sheet at March 31, 2015.

See notes 4 and 6 regarding the assignment of the right to acquire 9 condominium units from an entity in which this stockholder of the

Company has an interest.

Note 1 3 – Income Taxes

As of March 31, 2015, the Company had approximately $ 6 30,000 of federal and state net operating loss carryovers ("NOLs") which begin to

expire in 2032. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater

than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the

deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income

during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax

liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has

established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not

that all of the deferred tax asset will not be realized.

9

Note 1 4 – Stockholders Equity

On October 31, 2014, the board of directors approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a 1-

for-500 reverse stock split of the issued and outstanding common stock. All relevant information relating to numbers of shares and per share

information have been retrospectively adjusted to reflect the reverse stock split for all periods presented.

During the three months ended March 31, 201 5, $ 9,105 of principal of the convertible note payable to a related party referred to in note 7 was

converted into 1,076,300 ,000 shares of common stock according to the terms of the convertible instrument.

During the three months ended March 31, 201 5, $ 21 ,500 of principal of the convertible note payable referred to in note 9 was converted into

24,808,020 shares of common stock according to the terms of the convertible instrument .

On February 19, 2015, the Company exchanged the $400,000 of debt to GBS referred to in note 9 for 400,000 shares of Series B Preferred

Stock and the $150,000 of debt to the stockholder referred to in note 7 for 150,000 shares of such Preferred Stock.

Note 1 5 – Stock-Based Compensation

On November 4, 2014, the Board of Directors adopted the Metrospaces, Inc. Restricted Stock Plan. The plan is administered by the board's

compensation committee. Also on November 4, 2014, the compensation committee granted an award of 800,000,000 shares under the plan to

Oscar Brito, who was then the Company’s principal executive officer and a director. The shares awarded shall vest as follows:

1. After the Corporation publishes its audited annual financial statement for the year ended December 31, 2019, the Grantee shall

receive a number of shares (subject to the Base Amount and Additional Annual Amount), free of all restrictions, equal to the market

value on the date of such publication, determined on the basis of the Last Price, of twenty percent (20%) of the sum of the amounts, if

any, shown as net income on the Corporation’s statement of operations for the years ended December 31, 2019, 2018, 2017, 2016 and

2015.

2. For each of the years ended December 31, 2020, 2021, 2022, 2023 and 2024, when the Corporation publishes its audited annual

financial statements with respect to such year, the Grantee shall receive a number of shares (subject to the Base Amount and

Additional Annual Amount), free of all restrictions, equal to the market value on the date of such publication, determined on the basis

of the Last Price, of twenty percent (20%) of the amount, if any, shown as net income on the Corporation’s statement of operations for

such year.

3. Shares of Restricted Stock that have not Vested on the date of the publication of the Corporation’s audited annual financial

statements for the year ended December 31, 2024, shall never Vest and the Grantee shall have no further rights with respect to them.

As of March 31, 2015, none of the award have vested and no compensation cost has been recorded in the Company’s financial statements.

Based on the $.0001 per share closing price of the Company’s common stock on March 31, 2015, there was approximately $800,000 of

unrecognized compensation cost related to these non-vested restricted shares outstanding.

Note 1 6 – Subsequent Events

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were

issued.

After March 31, 2015, the Company issued 1,746,013,274 shares of common stock, of which 150,000,000 shares were issued as consideration

under service contracts and 1,596,013,274 shares were issued upon conversion of convertible notes.

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S FINANCIAL STATEMENTS

AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS

REPORT.

General

We acquire land and design, build, develop and resell condominiums on it, principally in urban areas in Latin America, alone or together with

investors; we are also acquiring condominiums that are under construction for resale, but do not intend to conduct business in this manner after

these condominiums have been sold. We sell condominiums at different prices, depending principally on their location, size and level of

options and amenities to customers who are able to make substantial payments upon signing purchase agreements and at agreed time as

construction progresses. Our current projects are located in Buenos Aires, Argentina, and Caracas, Venezuela. One of these projects is nearing

completion, one is in the construction stage, and one is in the planning stage. We are considering projects in Peru and Colombia, but have taken

no measures to implement them. We market directly with our own sales force by personal contact, through real estate brokers and agents and

internet websites. We will also manage these condominiums for customers who wish to lease them on a long- or short-term basis. The

Company’s operating subsidiary, Urban Spaces, Inc., a Nevada corporation (“Urban Spaces”), which the Company acquired on August 13,

2012, commenced operations on April 3, 2012. Through two Argentinian companies collectively called “IKAL,” which we acquired on January

13, 2015, we operate vineyards and plan to develop a hotel and time share villas.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2015

AS COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2014

Revenues

We had revenues of $245,860 for the three months ended March 31, 2015, as compared with no revenues for the three months ended March 31,

2014. Revenues increased in the later period from sales of grapes from the annual IKAL grape harvest.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2015, were $37,346, of which $3,750 was for salary and most of the

remainder for administrative costs, transfer agent fees and accounting fees. General and administrative expenses for the three months ended

March 31, 2014, were $30,572, of which $3,750 was for salary and most of the remainder for administrative costs, transfer agent fees and

accounting fees. General and administrative expenses increased for the three months ended March 31, 2015, principally due to expenses in

connection with the 2015 Ikal grape harvest.

11

Gain/Loss from Operations

We had a gain from operations of $193,265 for the three month period ended March 31, 2015, as compared with an operating loss of $30,572

for the three month period ended March 31, 2014. The difference between these periods was due to the increase in revenues described above.

Other Expense

Interest

During the three month period ended March 31, 2015, we incurred interest of $345,153.

Loss on change in fair value of derivative

During the three month period ended March 31, 2015, we incurred a loss on change in fair value of derivative of $1,084,217,

compared to a gain of $9,043 for the three month period ended March 31, 2014.

Gain on extinguishment of debt

During the three month period ended March 31, 2015, we incurred a loss on extinguishment of debt of $184,217, compared to a gain

of $117,509 for the three month period ended March 31, 2014.

LIQUIDITY AND CAPITAL RESOURCES

Our net loss for the three months ended at March 31, 2015, was $1,420,176 and our accumulated deficit at that date was $5,464,108. We had

cash at that date of $8,246 and accounts receivable of $268,632. We financed our operations during this period through a loan of $40,000 from

a third party and a shareholder loan of $500. During the three-month period then ended, Mr. Oscar Brito, our president, earned $3,750 in salary

from Urban Spaces. We were unable to pay this obligation and it has been accrued in our financial statements. We will be able to pay this

obligation only from revenues from our operations and/or financing. Given our current financial condition and prospects, we can give no

assurance as to whether or when we will be able to do so.

Net cash used in operating activities for the three months ended March 31, 2015, was $43,708, resulting principally from a net loss of

$1,420,176, offset by a $1,084,217 gain on fair value of derivative, as compared with net cash used in operating activities $29,827 for the three

months ended March 31, 2014.

Net cash provided by financing activities for the three months ended March 31, 2015, was $17,400, as compared with $40,000 for the three

months ended March 31, 2014.

12

Cash Requirements

At March 31, 2015 , we had a stockholders’ deficit of $ 3,177,126 . The report of our independent registered public accounting firm on our

audited financial statements at December 31, 2014 , contains a paragraph regarding doubt as to our ability to continue as a going concern. We

do not have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay our legal,

accounting and other fees associated with our company and its filing obligations under federal securities laws, as well as to pay our other

accounts payable generated in the ordinary course of our business.

The Company believes that it will require approximately $2,000,000 million to fund its operations for the next 12 months. The Company plans

to fund its activities, including those of Urban Spaces, during the balance of 2015 and beyond through the sale of debt or equity securities,

preconstruction sales of condominiums and/or deposits on condominium units sold after construction of a project commences but before these

units are delivered. The ability of the Company to obtain funding from pension funds in Argentina has been restricted by the recent

nationalization of the largest Argentine pension funds. The Company believes that it will be able to obtain funding for its projects from other

private lenders, but can give no assurance that it will be successful in so doing or that such financing, if available, will be on acceptable terms.

In Latin American countries, the proceeds of these preconstruction sales and deposits are not held in escrow pending closing, but may be used

freely. Most commonly, the Company will make a preconstruction sale of one or a few penthouse or luxury condominiums in a project at a

discount of 15%-25% from their list price. This discount approximates the rate of interest that the Company would pay for borrowed money in

these countries. Such preconstruction sales and deposits are respectively expected to provide approximately 10% to 25% of a project’s costs.

We believe that we will receive approximately $650,000 from preconstruction sales and deposits from the Las Naranjas 320 Project and the Las

Naranjas 450 Project over the next 12 months. We expect the balance of this project to be financed through a bank loan.

We believe that we will receive approximately $455,000 from the sale of the 5 condominium units which we are acquiring in the Chacabuco

Project, which is $50,000 more than the $415,000 that we have invested. However, until these units are sold, no assurance can be given as to

what amount we will receive from such sale and accordingly, the profit or loss that will result from such sale.

On August 13, 2012, the Company issued a promissory note payable to Richard S. Astrom in the principal amount of $260,000. This

promissory note was due on August 13, 2013, bore interest at the rate of 0.24% per annum and was secured by a Pledge Agreement, dated as of

August 13, 2012, between the Company and Mr. Astrom, under which the Company pledged the shares of Urban Spaces to Mr. Astrom. The

maturity of the promissory note was extended to April 14, 2014. Through a series of exchanges and after several conversions, that note was

replaced by a convertible promissory note dated May 1, 2014, and amended on July 11, 2014 in the original principal amount of $66,944.04.

The principal and interest of this note are convertible at 2.5% of Current Market Value, as that term is defined therein. Because of conversions,

the principal amount is now $28,273. The Pledge Agreement has been terminated.

13

While the Company is not in default under the above mentioned convertible promissory note, it does not presently have funds available to pay

it. The amount of the funds required for the Company to pay the promissory note to Mr. Astrom is included in the $2,000,000 that the

Company will require to fund its operations for the next 12 months. The Company plans to obtain such funds through the sale of debt or equity

securities and from any profits that it receives from the Chacabuco project, rather than from preconstruction sales of condominiums and/or

deposits on condominium units sold after construction of its other projects commence but before these units are delivered. In the event that we

are unable to pay Mr. Astrom when required to do so, we intend to ask for further extensions of the due date, but Mr. Astrom is not obligated to

do so. Further, the Company has no information as to whether or on what terms any such extension would be granted.

On April 13, 2012, UPLLC entered into an agreement with GBS under which GBS assigned to UPLLC the right to receive 9 condominium

units being constructed in Buenos Aires and UPLLC agreed to pay $750,000 to GBS for these units. The obligation of UPLLC to pay GBS was

secured by a Pledge Agreement, dated April 13, 2012, between Urban Spaces and GBS, under which Urban Spaces pledged its membership

interests in UPLLC to GBS. Installments of $350,000 and $400,000 were due under this agreement on April 15, 2013, and April 15, 2014,

respectively. Because the units were not timely delivered, the parties agreed that these dates would be extended to October 15, 2013, and 2014,

respectively and that the new dates would be further extended by the number of days after May 30, 2013, that elapse until delivery. As of the

date of this report, the units have not been delivered and the date on which these payments will be due is not ascertainable; if the units were

delivered on May 30, 2014, for example, these payments would be due on October 15, 2014, and 2015, respectively. As indicated above,

during 2014, the amount of this obligation was reduced to $400,000 and on February 19, 2015, this indebtedness was exchanged for 400,000

shares of our Series B Convertible PIK Preferred Stock. As a result, of the exchange, we no longer are indebted to GBS and the pledge of units

in UPLLC is no longer effective.

We can give no assurance that any of the funding described above will be available on acceptable terms, or available at all. If we are unable to

raise funds in sufficient amount, when required or on acceptable terms, we may have to significantly reduce, or discontinue, our operations. To

the extent that we raise additional funds by issuing equity securities or securities that are convertible into the Company’s equity securities, its

stockholders may experience significant dilution.

Off-Balance Sheet Arrangements

None.

Risks and Uncertainties

We operate in an industry that is subject to rapid and sometimes unpredictable change. Our operations will be subject to significant risk and

uncertainties, including financial, operational and other risks, including the risk of business failure. Further, as noted in this report, in order to

develop its business, the Company will require substantial capital resources.

We currently do not have any off-balance sheet arrangements.

14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the

design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act as of March 31, 2015.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were

not effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by our company in the

reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive

Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Exchange Act Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we

conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has

concluded that our internal control over financial reporting was not effective as of March 31, 2015. Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods

are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate. This report does not include an attestation report of our registered public accounting firm regarding

internal control over financial reporting pursuant to temporary rules of the Commission.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In

connection with our assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of

2002, we identified the following material weaknesses in our internal control over financial reporting as of March 31, 2015:

We have difficulty in accounting for complex accounting transactions particularly in relation to complex equity transactions.

Documented processes do not exist for several key processes.

Because of the material weaknesses noted above, we have concluded that we did not maintain effective internal control over financial reporting

as of March 31, 2015, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO .

15

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings nor is any of our property the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

16

EXHIBIT

NUMBER DESCRIPTION

31.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302

32.1 Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906

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.

By: /s/ Carlos Daniel Silva

Carlos Daniel Silva

Principal executive officer; Director;

Acting principal accounting officer;

Acting principal financial officer

17

METROSPACES, INC. May 20, 2015

Exhibit 31.1 Certification of the Chief Executive Officer of Metrospaces, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of

2002

I, Carlos Daniel Silva, certify that:

1. I have reviewed this Form 10-Q of Metrospaces, Inc. for the quarter ended March 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period

covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this

report;

4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-

15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us

by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed

under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such

evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the

Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over

financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons

performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial

information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small

business issuer's internal control over financial reporting.

Date: May 20, 2015

/s/ Carlos Daniel Silva

Carlos Daniel Silva

Principal executive officer; Director;

Acting principal accounting officer;

Acting principal financial officer

Exhibit 32.1 Certification of the Principal Executive Officer of Metrospaces, Inc. pursuant to Section 906 of the Sarbanes Oxley Act

of 2002

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Metrospaces, Inc. (the "Company") for the fiscal quarter ended March 31, 2015, as

filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Carlos Daniel Silva, Principal Executive

Officer of Metrospaces, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations

of the Company.

Date: May 20, 2015

/s/ Carlos Daniel Silva

Carlos Daniel Silva

Principal executive officer; Director;

Acting principal accounting officer;

Acting principal financial officer

 

 

 

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