Amended Statement of Ownership (sc 13g/a)
January 27 2021 - 4:03PM
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
|
Metrospaces (CE) (USOTC:MSPC)
Historical Stock Chart
From Oct 2024 to Nov 2024
Metrospaces (CE) (USOTC:MSPC)
Historical Stock Chart
From Nov 2023 to Nov 2024