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: ~~November~~January 124, ~~2017~~2018 (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 12 - ~~Registrant’s~~Financial ~~Business and Operations~~Information

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

InOn ~~August~~April ~~and~~10, ~~September~~ 2017, ~~CF3~~the ~~Enterprises,~~Registrant ~~LLC~~and Leandro Jose Iglesias in representation of all of the members of Etelix.Com USA LLC (“~~CF3~~Etelix”), ~~acquired~~and ~~claims~~its ~~against~~members, entered into a Transaction Agreement under which the Registrant ~~for~~agreed ~~failure~~ to ~~pay~~acquire ~~promissory~~51% ~~notes~~of the membership units in Etelix and ~~breach~~the members of ~~contracts,~~Etelix ~~which~~agreement ~~totaled~~agreed ~~$1,037,238.88,~~to ~~from~~transfer ~~several~~certain ~~persons~~property owned by them (the “~~Claimants~~Additional Assets”) ~~pursuant~~ to ~~claim~~Etelix ~~purchase~~for ~~agreements~~$240,000 ~~under~~in ~~which~~cash ~~CF3~~to ~~agreed~~be ~~with~~paid to them ~~that~~by itthe ~~would~~Registrant ~~bring~~and ~~legal~~the ~~action~~issuance ~~against~~to them ~~the~~of ~~Company~~an ~~seeking~~unspecified number of shares of Registant’s Series D PIK Convertible Preferred Stock having a value of ~~judgment~~$1,800,000. ~~for~~The ~~that~~Seller ~~amount~~agreed ~~and~~to ~~would~~reinvest ~~attempt~~in tothe ~~settle~~Registrant ~~these~~38.89% ~~claims~~of ~~pursuant~~the proceeds of the sale of shares of common stock received upon conversion of the preferred stock, up to a$700,000. ~~judicially~~The ~~approved~~Seller ~~Settlement~~and ~~Agreement~~certain (of its members have the the option to ~~“Settlement~~convert ~~Agreement”)~~any ~~and,~~part ifor ~~successful~~all inof sotheir ~~settling,~~remining ~~would~~membership ~~pay~~units ~~each~~into stock of the ~~Claimants~~Registrant. aThe ~~specified~~value ~~amount~~for ~~each~~the conversion of the ~~month~~stock ~~for~~will ~~seven~~be ~~months;~~a function of a conversion factor multiplied by Etelix’ EBITDA during the ~~aggregate~~12 ~~amounts~~months immediately prior to the bedate ~~paid~~on ~~each~~which ~~month~~the ~~vary~~conversion ~~from~~is $1requested.00 toThe ~~approximately~~conversion factor will be determined by dividing $~~230~~4,000,000 into Etelix’ accumulated EBITDA for its 2016 fiscal year.

~~Under~~On ~~the~~April ~~Settlement~~25, ~~Agreement~~2017, the ~~Registrant~~Transaction ~~would~~Agreement bewas ~~required~~amended ~~monthly issue~~ to ~~CF3~~provide ~~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 ~~Claimants~~purchase ~~for that month by the lowest~~ price atwould ~~which~~remain ~~such common stock has sold during the previous 30 days~~$240,000, ~~multiplied by discount rate~~ of 50which ~~percent~~$10,000 was ~~which is subject~~ to ~~adjustment~~be inpayable ~~certain~~on ~~events. The number of shares of Common Stock that~~ the ~~Registrant may~~Closing ~~issue~~Date ~~to CF3 on any date is limited~~ by acheck ~~provision~~or inwire ~~the~~transfer ~~Settlement~~upon ~~Agreement to~~ the ~~effect~~transfer ~~that CF3 may not be the holder~~ of ~~more than 9.99~~51% of ~~Common~~the ~~Stock~~membership ~~after~~units ~~such~~in ~~issuance.~~Etelix ~~Because~~ and the ~~number~~Additional ofAssets ~~shares~~ to beEtelix ~~issued~~in isaccordance ~~based~~with ~~upon~~ the ~~market~~terms ~~price~~ of the ~~Common~~Transaction ~~Stock,~~Agreement ~~the~~and ~~total~~$230,000 ~~number~~ of ~~shares~~which was to be ~~issued under the Settlement Agreement is indeterminable. The provisions~~payable of90 ~~the~~days ~~Settlement~~after ~~Agreement require~~ the ~~Registrant~~Closing toDate ~~take~~and ~~action~~18,000 ~~to increase the number of~~ shares of ~~its authorized common stock from 10,000,000,000 to 20,000,000,000 and~~ the Registrant’s ~~intends~~Series toD ~~take~~PIK ~~action~~Convertible soPreferred ~~to do as quickly as practicable~~Stock.

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

OnWith ~~November~~respect 1,to ~~2017~~Future Voyze LLC and Perfect Voyze LLC, athese ~~hearing~~companies onand ~~the~~Etelix ~~joint~~have ~~motion~~entered ~~was~~into ~~held,~~an atagreement under which ~~the~~Etelix will ~~full~~receive ~~terms~~all ofassets resulting from the ~~Settlement~~liquidation ~~Agreement~~of ~~were~~Future ~~disclosed~~Voyze LLC and at ~~which~~all ~~the~~of ~~court~~those ~~entered~~assets anare ~~order,~~to ~~dated~~be ~~November~~transferred 1,from Etelix.com ~~2017,~~USA ~~approving~~LLC ~~the~~to ~~Settlement~~Perfect ~~Agreement~~Voyze ~~and~~LLC ~~ordering~~once ~~the~~it ~~Registrant~~had ~~and CF3~~been togranted ~~comply~~a ~~with~~telecommunications ~~its~~license ~~terms~~by the Federal Communications Commission.

OnEtelix ~~November~~is ~~14,~~a ~~2017~~Miami-based, ~~CF3~~FCC-licensed ~~submitted~~voice, aSMS ~~request~~and ~~for~~data ~~the~~carrier. ~~issuance~~The ofcompany's ~~460,000,000~~principal ~~shares~~products ofand ~~Common~~services ~~Stock~~are ininternational ~~respect of the first monthly~~voice ~~issuance~~wholesale ~~under~~operations ~~the~~and ~~Settlement~~distribution, ~~Agreement~~residential and bycommercial ~~virtue~~data ~~thereof,~~and ~~became~~voice ~~the~~services ~~holder~~and ofdata ~~these~~hosting ~~shares on that date~~services. ~~After~~Etelix ~~the issuance~~is ofplanning ~~these~~to ~~shares,~~develop ~~the~~and ~~Registrant~~construct ~~has~~build-to-suit ~~4,609,712,186~~data ~~shares~~hosting ofcenters ~~its~~in ~~common~~secondary ~~stock~~markets ~~issued~~across ~~and outstanding of which~~ the ~~shares~~United ~~issued to CF3 constitute approximately 9~~States.~~99%.~~

AEtelix ~~copy~~was offounded ~~the~~in ~~Settlement Agreement is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated herein by reference~~2007. ~~The~~ ~~foregoing description is qualified by its entirety by reference thereto.~~

~~Section~~On 3June -7, ~~Securities~~2017, ~~and~~the ~~Trading~~transaction ~~Markets~~described in Item 1.01 was closed.

~~Item 3~~Etelix was founded in 2007.02 ~~Unregistered~~Its ~~Sales~~revenue and net loss for the 12-month period ended December 31, 2017, were approximately $7.8 million and $181,000, respectively; for the like period in 2016, Etelix had revenue and net income of ~~Equity~~approximately ~~Securities~~$4.1 million and $56,000, respectively.

OnAttached ~~November 14, 2017, the Registrant issued 460,000,000 shares of its common stock~~ to ~~CF3~~this ~~Enterprises,~~Report ~~LLC~~as ~~pursuant~~Exhibits to99.1 ~~the Settlement~~and ~~Agreement described in Item 1~~99.2 ~~These shares~~ are ~~exempt~~Etelix’ ~~from~~audited ~~the~~financial ~~provisions~~statements offor ~~the~~its ~~Securities~~9-month ~~Act~~period ofended ~~1933,~~September ~~including~~30, ~~the registration provisions thereof~~2017, ~~pursuant~~and tofor ~~Section~~its ~~3(a)(10)~~fiscal ~~thereof.~~year ~~Registrant’s~~ended ~~transfer~~December ~~has~~31, ~~has~~2016, ~~not yet~~and ~~delivered~~pro aforma ~~certificate~~financial ~~representing~~information, ~~these shares but is expect to do so soon~~respectively.

Section 9 – Financial Statements and Exhibits ~~Item 9.01. Financial Statements and Exhibits~~

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Audited financial statements for acquired business.

(b) Pro forma financial information.

Pro forma financial information.

(d) Exhibits

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

EXHIBIT INDEX

Exhibit Description

1099.1 Audited ~~Settlement~~Financial ~~Agreement,~~Statements ~~dated~~of asEtelix.Com ofUSA LLC for the 9-month period ended September 2830, 2017, by and ~~between~~for the ~~Registrant~~fiscal year ~~and~~ended ~~CF3~~December ~~Enterprises~~31, ~~LLC~~2016.

~~SIGNATURES~~99.2 Pro forma financial information.

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 ~~Vice~~ President

Dated: ~~December~~January 1525, ~~2017~~2018

Filing Compare · METROSPACES, INC.