UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: ~~April 10~~November 1, 2017 (Date of earliest event reported)

METROSPACES, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-186559	90-0817201
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

888 Brickell Key Dr., Unit 1102 Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

(305) 600-0407

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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 under the Exchange Act (17 CFR 240.14a-12)

[ ]

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))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

OnIn August ~~April~~and ~~10,~~September 2017, ~~the~~CF3 ~~Registrant~~Enterprises, ~~and Leandro Jose Iglesias in representation of all of the members of Etelix.Com USA~~ LLC (“~~Etelix~~CF3”), ~~and~~acquired ~~its~~claims ~~members~~against ~~entered into a Transaction Agreement under which~~ the Registrant ~~agreed~~for failure to ~~acquire~~pay promissory ~~51%~~notes ~~of the membership units in Etelix~~ and ~~the~~breach ~~members~~ of ~~Etelix~~contracts, ~~agreement~~which ~~agreed~~totaled to$1,037,238.88, ~~transfer~~from ~~certain~~several ~~property~~persons ~~owned by them~~ (the “~~Additional Assets~~Claimants”) ~~to Etelix~~pursuant ~~for $240,000 in cash~~ to beclaim ~~paid~~purchase toagreements, ~~them~~under bywhich ~~the~~CF3 ~~Registrant~~agreed ~~and~~with ~~the issuance to~~ them ofthat anit ~~unspecified~~would ~~number~~bring oflegal ~~shares of~~action ~~Registant’s~~against ~~Pay-in-Kind~~the ~~Convertible~~Company ~~Preferred~~seeking ~~Stock having~~ a judgment ~~value~~for ofthat ~~$1,800,000.~~amount ~~The~~and ~~Seller~~would ~~agreed~~attempt to ~~reinvest~~settle ~~in the~~these ~~Registrant~~claims ~~38.89%~~pursuant ofto ~~the~~a ~~proceeds~~judicially ofapproved ~~the~~Settlement ~~sale~~Agreement ~~of shares of common stock received upon conversion of~~ (the ~~preferred stock,~~ up“Settlement toAgreement”) ~~$700~~and,~~000.~~ ~~The~~if ~~Seller~~successful ~~and~~in ~~certain~~so ofsettling, ~~its~~would ~~members~~pay ~~have~~each ~~the the option to convert any part or all~~ of ~~their remining membership units into stock of~~ the ~~Registrant.~~Claimants ~~The value for the conversion of the stock will be~~ a ~~function~~specified ofamount aeach ~~conversion~~month ~~factor~~for ~~multiplied~~seven bymonths; ~~Exelis’ EBITDA during~~ the 12aggregate ~~months~~amounts ~~immediately prior~~ to ~~the~~be ~~date~~paid oneach ~~which~~month ~~the conversion~~vary isfrom ~~requested~~$1.00 ~~The~~to ~~conversion~~approximately ~~factor will be determined by dividing~~ $4230,000~~,000 into Etelix’ accumulated EBITDA for its 2016 fiscal year~~.

OnUnder the ~~April~~Settlement 25Agreement, ~~2017,~~ the ~~Transaction~~Registrant ~~Agreement~~would ~~was~~be ~~amended~~required monthly issue to ~~provide~~CF3 a number of shares of the Registrant’s Common Stock (“Common Stock”) determined by dividing the aggregate amount of the payment that CF3 is obligated to pay to the ~~purchase~~Claimants for that month by the lowest price ~~would~~at ~~remain~~which ~~$240~~such common stock has sold during the previous 30 days,~~000,~~ multiplied by discount rate of ~~which~~50 ~~$10~~percent,~~000~~ ~~was~~which is subject to beadjustment ~~payable~~in oncertain events. The number of shares of Common Stock that the ~~Closing~~Registrant may ~~Date~~issue to CF3 on any date is limited by ~~check~~a orprovision ~~wire~~in ~~transfer upon~~the Settlement Agreement to the ~~transfer~~effect that CF3 may not be the holder of 51more than 9.99% of ~~the~~Common ~~membership~~Stock ~~units~~after insuch ~~Etelix~~issuance. ~~and~~Because the ~~Additional~~number ~~Assets~~of shares to ~~Etelix~~be inissued ~~accordance~~is ~~with~~based upon the ~~terms~~market price of the ~~Transaction~~Common ~~Agreement~~Stock, ~~and~~the ~~$230,000~~total number of ~~which~~shares ~~was~~ to be ~~payable~~issued 90under ~~days~~the ~~after~~Settlement Agreement is indeterminable. The provisions of the ~~Closing~~Settlement ~~Date~~Agreement ~~and~~require ~~18,000~~the Registrant to take action to increase the number of shares of ~~the~~its authorized common stock from 10,000,000,000 to 20,000,000,000 and the Registrant’s ~~Series~~intends Dto ~~PIK~~take ~~Convertible~~action ~~Preferred~~so ~~Stock~~to do as quickly as practicable.

~~The~~On September ~~assets~~26, to2017, bein ~~transferred~~compliance ~~under~~with the ~~Transaction~~claim ~~Agreement~~purchase doagreements, ~~not~~CF3 ~~include~~filed a complaint against the Registrant in respect ~~New~~of ~~Life~~the ~~Omega~~above ~~Services~~mentioned claims in the Seventeenth Circuit Count in and for Broward County, ~~Inc.~~Florida, seeking a ~~company~~judgment ~~created~~against the Company for $1,037,238.88, plus interest and attorney’s fees, under the ~~laws~~caption of“CF3 ~~the~~Enterprises, ~~Republic~~LLC ofv. ~~Panama;~~Metrospaces, Inc.” NLThe ~~Omega~~lawsuit ~~Services~~was assigned Case No. CACE17017866. On October 4, ~~LLC~~2017, athe ~~company incorporated~~Registrant ~~under~~filed an answer to the ~~laws~~complaint, admitting each and every one of the ~~State~~allegations set forth in the complaint, acknowledging and accepting informal service of ~~Florida;~~process and ~~Etelix~~waiving ~~Net~~all ~~Communications~~objections ~~Services,~~to ~~Corp.~~service thereof, aand ~~company~~asserting ~~created~~as ~~under~~an affirmative defense, the facts that the parties entered into ~~laws~~the ofSettlement Agreement on the ~~British~~terms ~~Virgin~~described ~~Islands;~~above, orand ~~any~~that ~~of its~~the ~~local~~Registrant and ~~retail~~CF3 ~~businesses~~had ~~including:~~agreed ~~Future~~therein ~~Voyze~~to ~~LLC;~~resolve ~~Perfect~~all ~~Voyze~~of the ~~LLC;~~claims ~~Soluciones~~set ~~Latincom~~forth ~~C.A.;~~in ~~Mitelco~~the ~~LLC;~~complaint ~~Etelix~~in accordance therewith.~~com~~ ~~Peru;~~On ~~Etelix~~October ~~Group~~4, ~~SL;~~2017, the parties filed a joint motion seeking an order approving the Settlement Agreement, stating that there would be submitted to the court an agreed proposed order approving the Settlement Agreement and ~~Etelix.com~~the UKfairness thereof and a stipulation and order of dismissal.

~~With~~On November ~~respect~~1, ~~to Future Voyze LLC and Perfect Voyze LLC~~2017, ~~these~~a ~~companies~~hearing ~~and Etelix~~on ~~have~~the ~~entered~~joint ~~into~~motion anwas ~~agreement~~held, ~~under~~at which ~~Etelix~~the ~~will~~full ~~receive~~terms ~~all~~of ~~assets resulting from~~ the ~~liquidation~~Settlement ofAgreement ~~Future Voyze~~were ~~LLC~~disclosed and at ~~all~~which ofthe ~~those~~court ~~assets~~entered ~~are~~an toorder, bedated ~~transferred~~November ~~from~~1, ~~Etelix.com~~2017, ~~USA~~approving ~~LLC~~the toSettlement ~~Perfect~~Agreement ~~Voyze~~and ~~LLC~~ordering ~~once~~the itRegistrant ~~had been granted~~and aCF3 ~~telecommunications~~to ~~license~~comply bywith ~~the~~its ~~Federal Communications Commission~~terms.

~~Etelix~~On isNovember a14, ~~Miami-based~~2017, ~~FCC-licensed~~CF3 ~~voice,~~submitted ~~SMS~~a ~~and~~request ~~data~~for ~~carrier.~~the ~~The~~issuance ~~company's~~of ~~principal~~460,000,000 ~~products~~shares ~~and~~of ~~services~~Common ~~are~~Stock ~~international~~in ~~voice~~respect of the first monthly ~~wholesale~~issuance ~~operations~~under ~~and~~the ~~distribution,~~Settlement ~~residential~~Agreement and ~~commercial~~by ~~data~~virtue ~~and~~thereof, ~~voice~~became ~~services~~the ~~and~~holder ~~data~~of ~~hosting~~these ~~services~~shares on that date. ~~Etelix~~After isthe issuance ~~planning~~of tothese ~~develop~~shares, ~~and~~the ~~construct~~Registrant ~~build-to-suit~~has ~~data~~4,609,712,186 ~~hosting~~shares ~~centers~~of inits ~~secondary~~common ~~markets~~stock ~~across~~issued and outstanding of which the ~~United~~shares ~~States~~issued to CF3 constitute approximately 9.99%.

~~Etelix was founded in~~A ~~2007~~copy ~~and~~of ~~has~~the ~~been~~Settlement ~~profitable~~Agreement ~~since~~is ~~its~~filed ~~inception.~~as ~~Its~~Exhibit ~~revenue~~10 ~~and~~to ~~net~~this ~~income~~Current ~~for~~Report ~~2015~~on ~~were~~Form ~~$1,166,944~~8-K and ~~$22,988,~~is ~~respectively, and~~incorporated ~~increased~~herein toby ~~$4,067,807 and $56,044, respectively, for 2016~~reference. The ~~Management~~foregoing ~~believes,~~description ~~but~~is ~~cannot~~qualified ~~assure,~~by ~~that~~its ~~Etelix’~~entirety ~~revenue will~~by ~~grow~~reference ~~to $7-8 million in 2017~~thereto.

~~Attached to this Report as Exhibit 99.1 and 99.2 are Etelix’~~Section ~~unaudited~~3 ~~financial statements, which were not prepared in accordance with Regulation S~~-X, ~~for~~Securities ~~the fiscal years ended December 31, 20126~~ and ~~December~~Trading ~~31, 2015, respectively.~~Markets

~~The management of Etelix~~Item ~~prior~~3.02 toUnregistered ~~the~~Sales ~~acquisition~~of ~~will~~Equity ~~remain~~Securities.

~~Further~~On November ~~information~~14, ~~about Etelix~~2017, ~~may~~the beRegistrant ~~found~~issued at460,000,000 shares of its ~~website~~common stock to CF3 Enterprises, ~~www~~LLC pursuant to the Settlement Agreement described in Item 1.~~etelix~~ These shares are exempt from the provisions of the Securities Act of 1933, including the registration provisions thereof, pursuant to Section 3(a)(10) thereof.~~com~~ Registrant’s transfer has has not yet delivered a certificate representing these shares but is expect to do so soon.

Section 9 2– -Financial Statements and Exhibits Item 9.01. Financial ~~Information~~Statements and Exhibits

~~Item 2.01 Completion of Acquisition or Disposition of Assets.~~(d) Exhibits

OnThe exhibits ~~June~~listed 7,in ~~2017,~~ the ~~transaction described~~following inExhibit ~~Item~~Index ~~1.01~~are ~~was~~filed ~~closed.~~as ~~The~~part ~~information~~of ~~required~~this byCurrent ~~Item 2.01 is set forth in Item 1.01 and is incorporated herein by reference.~~Report:

~~Section 8 - Other Events~~EXHIBIT INDEX

~~Item 8.01 Other Events.~~Exhibit Description

On10.1 Settlement ~~April 17 2017~~Agreement, ~~the~~dated ~~Registrant’s board~~as of ~~directors~~September ~~adopted~~28, ~~resolutions under which~~2017, ~~until~~by ~~April~~and ~~17,~~between ~~2018,~~ the Registrant ~~would~~and ~~not,~~CF3 ~~prior to April 17~~Enterprises, 2018, adopt, among other things, an amendment to its certificate of incorporation effecting or permitting a reverse split of its common stock without the favorable vote of the Independent Stockholders, as defined therein. The text of these resolutions is as follows:LLC

RESOLVED, that, until April 17, 2018, the Corporation shall not, without the favorable vote of a majority of the shares of common stock, par value $0.000001 per share (the “Common Stock”), held by persons other than the officers and directors of the Corporation and their affiliates (“Independent Stockholders”), (i) adopt any amendment to its certificate of incorporation that effects or permits any combination of the Common Stock (sometimes referred to a “reverse split”) or (ii) adopt any amendment thereto that reclassifies or permits the reclassification of the Common Stock or permits the issuance of another class or series of Common Stock; but the Corporation may, without the favorable vote of Independent Stockholders, merge into another corporation, such that the Common Stock shall be converted into shares of the common stock of such other corporation, provided that such shares, upon such merger, (i) shall be the only class or series of common stock issued by such corporation and (ii) may be immediately sold in the public securities markets in unlimited amounts (except by affiliates of the Corporation or of such corporation); andSIGNATURES

~~RESOLVED~~Pursuant to ~~FURTHER,~~the ~~that~~requirements of the ~~foregoing~~ ~~resolution~~Securities ~~shall~~Exchange ~~not~~Act beof ~~altered~~1934, ~~amended~~the orRegistrant ~~rescinded~~has ~~unless~~duly ~~authorized~~caused this report to be signed on its behalf by the ~~favorable~~undersigned ~~vote~~hereunto ofduly ~~Independent Stockholders~~authorized.

~~These resolutions extend resolutions of like tenor~~METROSPACES, ~~adopted on February 29, 2016, under which the Registrant would not, prior to February 28, 2017, adopt, among other~~ ~~things, an amendment to its certificate of incorporation effecting or permitting a reverse split of its common stock without the favorable vote of the Independent Stockholders~~INC.

~~Section~~By: /s/ Oscar ~~9 – Financial Statements and Exhibits~~Brito

~~Item~~Oscar Brito Vice ~~9.01. Financial Statements and Exhibits~~President

~~(a)~~Dated: December ~~Financial~~15, ~~statements of businesses acquired.~~2017

The financial statements required will be filed by amendment not later than 71 calendar days after June 12, 2017.

(b) Pro forma financial information.

The financial information required will be filed by amendment not later than 71 calendar days after June 12, 2017.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report:

EXHIBIT INDEX

Exhibit Description

10.1 Transaction Agreement, dated April 10, 2017, by and between the Registrant and Leandro Jose Iglesias in representation of all of the members of Etelix.Com USA LLC and its members.

10.2 Amendment, dated April 25, 2017, of the Transaction Agreement.

99.1 Unaudited Financial Statements of Etelix.Com USA LLC for the year ended December 31, 2016.

99.2 Unaudited Financial Statements of Etelix.Com USA LLC for the year ended December 31, 2015.

SIGNATURE

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 hereunto duly authorized.

METROSPACES, INC.

By: /s/ Oscar Brito

Oscar Brito President

Dated: June 22, 2017

Filing Compare · METROSPACES, INC.