Amended Statement of Ownership (sc 13g/a)
January 27 2021 - 04:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
METROSPACES,
INC.
(Name
of Issuer)
Common
Stock $0.000001 par value
(Title
of Class of Securities)
59266V304
(CUSIP
Number)
December
31, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
| CUSIP
No. 59266V304 |
13G/A |
Page
2 of 7 Pages |
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Financial, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
925,373,861 |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
925,373,861 |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,373,861 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
| CUSIP
No. 59266V304 |
13G/A |
Page
3 of 7 Pages |
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Group, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
925,373,861 |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
925,373,861 |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,373,861 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
| CUSIP
No. 59266V304 |
13G/A |
Page
4 of 7 Pages |
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felicia Preston |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
925,373,861 |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
925,373,861 |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,373,861 |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
| CUSIP
No. 59266V304 |
13G/A |
Page
5 of 7 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
| |
(a) |
Amount
beneficially owned: 925,373,861* shares of Common Stock as of
December 31, 2020. |
| |
(b) |
Percent
of class: 9.9% |
The
Reporting Persons’ beneficial ownership of 925,373,861* shares of
Common Stock constitutes 9.9%* of all the outstanding shares of
Common Stock, based upon 9,347,210,713 shares of Common Stock
outstanding as of December 31, 2020, as reported by the Issuer’s
Transfer Agent to OTCMarkets.
| |
(c) |
Number
of shares as to which the person has: |
| |
(i) |
Sole
power to vote or to direct the vote of 0. |
| |
(ii) |
Shared
power to vote or to direct the vote 925,373,861*. |
| |
(iii) |
Sole
power to dispose or to direct the disposition of 0. |
| |
(iv) |
Shared
power to dispose or to direct the disposition
of 925,373,861*. |
* EMA
Financial, LLC owns a convertible note (“Note”) which is
convertible into shares of Common Stock pursuant to the terms of
the Note, which conversions is limited pursuant to the Ownership
Limitation (defined below). In accordance with Rule 13d-4 under the
Securities Exchange Act of 1934, as amended, because the number of
shares of Common Stock into which the Notes are convertible is
limited, pursuant to the terms of such instruments, to that number
of shares of Common Stock which would result in the Reporting
Persons having beneficial ownership of 9.9% of the total issued and
outstanding shares of Common Stock (the “Ownership Limitation”),
the Reporting Persons disclaim beneficial ownership of any and all
shares of Common Stock that would cause any Reporting Person’s
beneficial ownership to exceed the Ownership Limitation.
EMA
Group, LLC (“EMA Group”) is the investment manager of EMA
Financial, LLC (“EMA”), and Felicia Preston (“Preston”) is the
managing member of EMA Group. Therefore, each of EMA Group and
Preston may be deemed to have voting and investment power over the
securities. Each of EMA Group and Preston expressly disclaims any
equitable or beneficial ownership of such securities.
Instruction.
For computations regarding securities which represent a right to
acquire an underlying security see
§240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
| CUSIP
No. 59266V304 |
13G/A |
Page
6 of 7 Pages |
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not
Applicable
Item
8. Identification and Classification of Members of the
Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
| |
(a) |
The
following certification shall be included if the statement is filed
pursuant to §240.13d-1(b): |
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
| |
(b) |
The
following certification shall be included if the statement is filed
pursuant to §240.13d-1(c): |
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
| CUSIP
No. 59266V304 |
13G/A |
Page
7 of 7 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| |
1/25/2021 |
| |
Date |
| |
|
| |
/s/
Felicia Preston |
| |
Signature |
| |
|
| |
Felicia
Preston/Director |
| |
Name/Title |
