**UNITED STATES****SECURITIES****AND****EXCHANGE****COMMISSION**Washington, D.C. 20549

**FORM 10-K/A**

(MARK ONE)

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014

[     ] 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)

 

| **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) |

**(305) 600-0407**        (Registrant’s telephone number, including area code)

(Former Name, former address and former fiscal year, if changed since last report)

Securities Registered pursuant to Section 12(b) of the Exchange Act:

| **Title of each class** | **Name of each exchange on which registered** |
|-------------------------|-----------------------------------------------|
| None                    | None                                          |

Securities Registered pursuant to Section 12(g) of the Exchange Act:

**Common Stock, Par Value $0.000001 per share**

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [     ]  No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [     ] No [ X ]

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 [     ] No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form        10-K or any amendment to this Form 10-K. [ X ]

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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 12b2 of the Exchange        Act.

| Large accelerated filer                       | [     ] | Accelerated filer         | [     ] |
|-----------------------------------------------|-----------------------------|---------------------------|-----------------------------|
| Non-accelerated filer                         | [     ] | Smaller reporting company | [ X ]                  |
| (Do not check if a smaller reporting company) |                        |                      |                        |

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $1,238,089 on June 30, 2014.

**APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:**

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. None.

The number of shares of the registrant’s common stock outstanding as of April 13, 2015, was 2,373,663,945.

**DOCUMENTS INCORPORATED BY REFERENCE**

None

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EXPLANATORY STATEMENT

This amendment to Form 10-K for the fiscal year ended December 31, 2014 is furnished to correct an error on the cover page, which incorrectly stated the date for the number of shares outstanding as April 13, 2014. The statement is now corrected to read "The number of shares of the registrant’s common stock outstanding as of April 13, 2015, was        2,373,663,945." In addition, a note has been eliminated beneath the stock price history table on page 10 because it is no longer relevant. All other information furnished in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on April 15, 2015, remains unchanged.

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METROSPACES, INC.        FORM 10-K

**TABLE****OF****CONTENTS**

|          |                                                                                                                          | **Page** |
|---------------|--------------------------------------------------------------------------------------------------------------------------|----------|
|          | **PART****I**                                                                                                            |          |
| ITEM 1.       | BUSINESS                                                                                        | 1        |
| ITEM 1A.      | RISK FACTORS                                                                                                             | 9        |
| ITEM 1B.      | UNRESOLVED STAFF COMMENTS                                                                                                | 9        |
| ITEM 2.       | PROPERTIES                                                                                                               | 9        |
| ITEM 3.       | LEGAL PROCEEDINGS                                                                                                        | 9        |
| ITEM 4.       | (REMOVED AND RESERVED)                                                                                                   | 9        |
|          |                                                                                                                          |          |
|          | **PART II**                                                                                                              |          |
|          |                                                                                                                          |     |
| ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  | 9        |
| ITEM 6.       | SELECTED FINANCIAL DATA                                                                                                  | 10       |
| ITEM 7.       | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 10       |
| ITEM 7A.      | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      | 16       |
| ITEM 8.       | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                     | 17       |
| ITEM 9.       | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                     | 31       |
| ITEM 9A.      | CONTROLS AND PROCEDURES                                                                                                  | 31       |
| ITEM 9B.      | OTHER INFORMATION                                                                                                        | 31       |
|          |                                                                                                                          |          |
|          | PART III                                                                                                                 |          |
|          |                                                                                                                          |          |
| ITEM 10.      | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                                   | 32       |
| ITEM 11.      | EXECUTIVE COMPENSATION                                                                                                   | 36       |
| ITEM 12.      | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                           | 37       |
| ITEM 13.      | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                                | 38       |
| ITEM 14.      | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                                   | 38       |
|          |                                                                                                                          |          |
|          | PART IV                                                                                                                  |          |
|          |                                                                                                                          |          |
| ITEM 15.      | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                                  | 39       |
| SIGNATURES    |                                                                                                                          | 40       |

 

 

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**PART****I**

This annual report on Form 10-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the Company, us, our future performance, our beliefs and our Management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be        made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and        assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the filing of this Form 10-K, whether as a result of new information, future events, changes in assumptions or        otherwise.

Unless the context otherwise requires, throughout this Annual Report on Form 10-K the words “Company,” “we,” “us” and “our” refer to Metrospaces, Inc.

**ITEM1. BUSINESS**

**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 (see “Business – Projects – Argentina – Chacabuco Project”), one is in the        construction stage (see “Business – Projects – Venezuela – Las Narnajas 320 Project”) and one is in the planning stage (see “Business – Projects – Venezuela – Las Narnajas 450 Project”). We are considering projects in Peru and Colombia, but have taken no measures to implement them. We will 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. For more detailed information about our business and operations, see “Business”. 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. The Company is a development-stage company.

We also have agreed to acquire two companies in Argentina collective called “IKAL” which is in the business of operating a winery and is planning to develop a hotel and time share villas.

The address of the Company is 888 Brickell Key Drive, Unit 1102, Miami, FL 33131 and its telephone number is (305) 600-0407.

Our consolidated financial statements include only the period commencing with the inception of our operating subsidiary, Urban Spaces, on April 3, 2012, include the financial statements of Urban Spaces and its subsidiaries and do not include any historical financial data of the Company, which was incorporated on December        10, 2007, and which never conducted any business. Accordingly, these financial statements are those of Urban Spaces, which was the accounting acquirer in the merger which is discussed under the caption “History – The Merger.”

Our common stock is quoted on the OTC Markets Inc. OTC Pink tier under the symbol “MSPC.”

**History**

***Prior to the Merger***

The Company was incorporated in Delaware on December 10, 2007, under the corporate name “Strata Capital Corporation” for the purpose of acquiring Cyberoad.com Corporation, a Florida corporation (“Cyberoad”).

Cyberoad was formed as a Florida corporation in 1988, under the name Sunshine Equities Corp. In 1998, it changed its corporate name to LAL Ventures Corp and again, in 1999, it changed its corporate name to Cyberoad.com Corporation. In 1999, Cyberoad was an internet technology and software        development company that developed, marketed and licensed complete computer software systems along with related technical and marketing support to operators of internet sports book and casino websites.

In 2006, Cyberoad was placed into receivership by the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, pursuant to Florida Statutes, Chapter 607. In June 2007, the Court appointed a receiver in these proceedings. The receiver elected Mark Renschler as        Cyberoad’s sole officer and director. In October 2007, the receivership was terminated.

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On December 18, 2007, the Company acquired Cyberoad, which had no material assets, through conversion under Delaware law. Conversion is a procedure available under the corporate laws of the States of Delaware and Florida whereby a corporation may change its corporate domicile. No        consideration was paid in connection with this conversion. On January 22, 2008, the Company amended its Certificate of Incorporation to increase its authorized capital stock to 5,000,000,000 shares of common stock, par value $0.000001 per share “(“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.000001 per share, issuable in series, all of which was designated as Series A Preferred Stock (“Series A Preferred Stock”).

***The Merger***

On August 10, 2012, the Company, Strata Acquisition, Inc., a Nevada corporation (“Acquisition”), and Urban Spaces entered into a Plan and Agreement of Merger (the “Merger Agreement”),under which Acquisition was merged with and into Urban Spaces, with the results        described in the next paragraph. When the Merger Agreement was signed, the Company was a shell company, with no operations and substantially no assets. The merger contemplated by the Merger Agreement is referred to as the “Merger.”

On August 13, 2012, the closing under the Merger Agreement took place and on October 5, 2012, Urban Spaces and Acquisition filed articles of merger with the Secretary of State of the State of Nevada, pursuant to which Acquisition was merged with and into Urban Spaces, with Urban Spaces being        the surviving corporation and the wholly owned subsidiary of the Company. As a result of the Merger, the Company ceased to be a shell company. In connection with the Merger, the Company issued 2,000,000,000 shares of Common Stock to Oscar Brito, the sole holder of the common stock of Urban Spaces, who thereby became the Company’s controlling stockholder. Upon the closing of the Merger, Richard Astrom resigned as the Company’s sole director and president and Oscar Brito        became the Company’s sole director and president.

Also in connection with the Merger:

On August 13, 2012, the Company completed a private placement with 9 investors (the “Private Placement”) of 335,200,000 shares of Common Stock for proceeds of $36,396 in cash and payment for services valued at $3,604 under Securities Purchase Agreements. The price paid by each investor was 0.0001193317 per share. The Company also entered into Registration Rights Agreements with these investors, pursuant to which the Company filed a registration                        statement with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”) relating to these shares on February 11, 2013, which was declared effective on May 15, 2013.

Richard S. Astrom, the Company’s president and sole director, entered into an Exchange Agreement with the Company, under which 10,000,000 shares of Series A Preferred Stock owned by him and $170,146 of the Company’s indebtedness to him were exchanged for the proceeds of the Private Placement and a secured promissory note of the Company payable to him in the principal amount of $260,000 and bearing interest at the rate of 0.24% per annum. The                        promissory note was due August 13, 2013, but has now been replaced by a convertible promissory note dated May 1, 2014, that it due on May 1, 2015. The earlier note was secured by a pledge of all of the shares of common stock of Urban Spaces, but the present note is unsecured. For information concerning these promissory notes, see “Directors, Executive Officers and Corporate Governance – Related Party Transactions – Exchange Transaction.”

On October 31, 2012, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware changing its corporate name from “Strata Capital Corporation.” to “Metrospaces, Inc.”

Immediately prior to the Merger and the Private Placement, 33,334 shares of Common Stock were surrendered and canceled in satisfaction of a condition precedent set forth in the Merger Agreement, reducing the number of shares of Common Stock outstanding to 33,149.

As a result of the Merger, we conduct the business described above under the caption “General” and below under the caption “Business.”

The Company’s corporate structure is as follows:

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**Business**

***Introduction***

The Company is the parent of Urban Spaces. The Company has no material assets other than all of the outstanding shares of Urban Spaces. The Company has no plans to conduct any business activities other than obtaining or guaranteeing financing for the business conducted by Urban Spaces or        assisting Urban Spaces and its local subsidiaries in obtaining such financing.

Through Urban Spaces and its subsidiaries, we acquire and develop land in urban areas primarily for the construction of condominiums on such land, principally in Latin American markets, and offer them at different prices and with varying levels of options and amenities to customers who are        able to make substantial payments upon signing purchase agreements and at agreed times as construction progresses. For the foreseeable future, we do not expect our projects to exceed 25 units or to cost more than $5,000,000. Typically, a project will comprise several one- and two- bedroom units with areas from approximately 700 to 1,450 square feet and a few penthouse or luxury units of 3,200 or more square feet.

We do not provide financing to our customers and our target customer base will comprise persons who are able either to self-finance their purchases from us or obtain such financing. The source of substantially all of our revenue will be sales of these condominiums, although we may also        obtain additional revenue from managing units that our customers acquire for rental. We do not have sufficient information as to the number of customers who will use these services and we have not yet determined the basis for our compensation for rendering these services; we believe that the aggregate amount that we receive for these services will not be material.

We state the purchase price for each condominium in U.S. dollars and purchasers will be required to make payments to us in that currency or in the local currency equivalent thereof on the date that the payment is made. Our intention in so doing is to reduce the effects on us of adverse        currency fluctuations and devaluations, which are a risk if prices are denominated in local currency. On the other hand, we will not benefit from any strengthening of the U.S. dollar against the relevant local currency.

We may construct our projects alone or with joint venture partners. If we construct a project on a joint-venture basis, the joint venture partner will usually provide the land on which we will construct a building in exchange for an interest in the joint venture in the range of 15%-25%,        depending principally upon the value of the land and the relative bargaining strength of the parties, and we will usually have responsibility for and management control over all other aspects of the project. Although we have less than a majority interest in the projects described below, it is not our intention to invest in the future in projects over which we will not have a majority interest and have management control.

We market directly with our own commissioned sales force, by personal contact by our officers, which will not involve additional compensation to them, through real estate brokers and agents and internet websites and manage these condominiums for customers who wish to lease them on a long- or        short-term basis.

We are presently involved in projects in Argentina and Venezuela, which are at the stages described below. We are also considering projects in Colombia and Peru.

We also have agreed to acquire two companies in Argentina collective called “IKAL” which is in the business of operating a winery and is planning to develop a hotel and time share villas. For further information, see        “Business-IKAL.”

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***Projects***

We have investments in the following projects:

***Argentina***

**The****Chacabuco****Project**

Chacabuco 1353 Caba Trust, an Argentinian trust (the “Trust”), is constructing a 26-unit condominium project at Chacabuco 1353, in Buenos Aires, Argentina. Estudio Peru, a Buenos Aires architectural firm that is not affiliated with the Company and its affiliates, designed and is        acting as project manager for this project. Construction began in April 2010 and we have been advised that estimated cost of the project is $1,350,000. The building is approximately 95% complete. The construction was expected to be completed and the units delivered by the end of 2012, but has been delayed on several occasions owing to depleted inventories of building materials, transportation strikes that caused their late delivery, work stoppages due to governmental inspections and        various other causes; in addition, work was stopped for about 6 weeks when the contractor for the project ceased performing due to labor problems and was replaced. The project was scheduled to be completed by June 30, 2014. The project is **95**% complete, but it is expected to take until the end of the second quarter of 2015 fully to complete the project and another 4 months to        deed the units to purchasers.

GBS Capital Partners Inc., a Panamanian corporation (“GBS”), agreed to purchase substantially similar 9 loft-type efficiency units in this project specifically identified by apartment number, each having an area of 495 square feet, and advanced full payment for them to the Trust.        GBS assigned its rights to receive these units to Urban Properties, LLC (“UPLLC”). In the instrument of assignment, UPLLC agreed to pay GBS $750,000 in consideration of its assignment and UPLLC. This amount was originally to be paid in installments of $400,000 and $350,000, due on April 15, 2013, and April 15, 2014, respectively. The dates for these payments were first extended to October 15, 2013, and October 15, 2014, respectively, because of delays in completion of this        project. Due to further delays, they have been extended further to dates which are presently indeterminable, because they are based on the actual completion date; they are unlikely to fall before October 15, 2014, and October 15, 2015, respectively. Upon completion of the project, the Trust will deed these 9 loft-type units directly to UPLLC without action on the part of GBS. For further information concerning this assignment, including the circumstances and terms of the extension of        the dates for payment of the two installments of said $750,000, see “Directors, Executive Officers and Corporate Governance – Related Party Transactions – GBS” on page 32. Pursuant to a Boleto de Compraventa, dated December 5, 2014, between the Company and GBS, the Company has sold the rights to 4 of the units for $350,000, reducing the amount owed to GBS to $400,000. For further information concerning these matters, see “Directors, Executive Officers        and Corporate Governance – Related Party Transactions – GBS.”

The lot on which the building is being constructed is located in the San Telmo area of Buenos Aires, which is an area of that city popular with tourists and has a combination of upscale shops, restaurants, fine homes and condominiums, many of which are leased by their owners to tourists on a        short-term basis. There are in San Telmo a number of projects similar to this project that have been completed or are in progress. The lot has an area of approximately 4,850 square feet, the 26 units have a total area of 12,900 square feet and the common areas in the project have an area of approximately 4,850 square feet. The structure has 7 floors. It common areas comprise parking, halls and stairways, a swimming pool, a social area with barbecues and a laundry room. The apartments        include flooring, air conditioning and heating, a kitchen area with refrigerator, stove and cabinets and wireless internet service.

UPLLC has entered into contracts for the sale of 4 of the 5 units that it is now acquiring for a total of $360,000 and has received payments of approximately $34,000 under these contracts. When UPLLC has been deeded the remaining 5 units, it will initially offer them for sale at prices ranging from $94,000        to $96,000, depending principally on the floor on which they are located. Although our general target market for these units is as described above, we believe that some will be acquired by investors who will furnish them and re-lease them to tourists. To the extent that they are acquired by such investors, we will assist them in re-renting them. GBS has informed us that it will fund the completion of this project.

We believe that we will receive approximately $455,000 from the sale of these units, which is $50,000 more than the $415,000 that we have invested, before deducting sales commissions (which will range from nothing, if we sell a unit through personal contact to 1% if we sell it        through a broker), real property transfer taxes (1.5 to 2.5% of the sales price) and monthly costs, including maintenance fees and utilities, of approximately $150. However, until these units are sold, no assurance can be given as to the price that will be paid for a unit (which could be less than the price at which we initially plan to offer it for sale), the sales commissions that will be paid, the exact amount of transfer tax that will be paid or the monthly costs that will have        accrued between the time that we receive a unit and the time of its sale. Accordingly, we cannot predict the profit or loss that will result from such sale. We do not expect to receive further payments for these units until we have deeded them, which we expect will occur by the end of October 2015.

For further information respecting GBS, the interest of our president in GBS, the acquisition by GBS of its right to these units and the terms of the payment of the $750,000 owed by UPLLC to GBS, see “Directors, Executive Officers and Corporate Governance – Related Party        Transactions – GBS.”

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***Venezuela***

***The******Los******Naranjos******320******Project***

This project (the “Las Naranjos 320 Project”), which we promote and manage, is located at Los Naranjos de Las Mercedes, Lot 320, in Caracas Venezuela. The project manager is Guillermo Mendez, a civil engineer, with offices in Caracas who has overseen the construction of over        100,000 square feet. The lot on which the project is located is in a neighborhood populated by upper middle-class families, mainly comprising. Individually gated homes. A number of lots in this community are being purchased with a view to demolishing the existing structures and building condominiums.

The building will have 9 units on 4 floors, as follows: (i) one 1-bedroom unit, with an area of 720 square feet, (ii) six 2-bedroom units, with areas between 890 and 1,290 square feet, (iii) two 3-bedroom penthouse units, with areas of 1,450 and 2,150 square feet. The total area of these 9        units is approximately 11,800 square feet and the project has approximately 7,500 square feet of common areas, including a lobby, hallways and staircases, parking and a roof-top social area.

The lot on which the project is located has an area of 6,460 square feet and is owned by Promotora Alon-Bell, C.A., a Venezuelan corporation (“Alon-Bell”), all of whose outstanding shares are held by GBS Real Estate Fund I, LLC, a Florida limited liability company (“GBS        Fund”), which was formed in March 2013 solely for the purpose of obtaining financing for and developing this project. GBS is the managing member. GBS Fund acquired these shares and we acquired an interest in GBS Fund as follows:

On February 10, 2012, Oscar Brito entered into a contract with the holders of all of the outstanding shares of Alon-Bell (the “Alon-Bell Contact”), which holds legal title to the land, for the acquisition of these shares for the purchase price in local currency that was equivalent to $520,000. These holders are unrelated to the Company and its affiliates.

Mr. Brito personally paid $150,000 to these stockholders in installments over the next several months.

On April 20, 2012, Mr. Brito assigned his interest under the contract to UPLLC in exchange for a promissory note payable to him in the principal amount of $150,000. This promissory note is due on April 20, 2015, and will accrue interest at the rate of 11% per annum.

GBS Fund raised $420,000 from investors, of which $370,000 was used to pay these stockholders the balance due under the contract and $50,000 was used to defray architectural fees, demolition and construction permits and other preliminary expenses. UPLLC entered into a subscription agreement with GBS Fund to acquire for $150,000 membership interests in GBS Fund, which is one of these investors, for $150,000, representing an interest of 26.31%                        therein.

On December 3, 2012, UPLLC satisfied its obligation under its subscription agreement with GBS Fund by assigning its rights under the Alon-Bell Contract to GBS Fund in lieu of the payment of cash and received in exchange the aforesaid membership interests.

The shares of Alon-Bell were registered in the name of GBS Fund on December 16, 2012.

GBS Fund was formed on February 14, 2012, for the sole purpose of acquiring the shares of Alon-Bell, obtaining funds for the development of this project and constructing and selling units in the project upon its completion. It has and the Company has been advised that it does not intend to have other        operations. The persons from whom GBS Fund acquired the Alon-Bell shares are unrelated to it, GBS Fund or Mr. Brito and his affiliates.

Although we expected to qualify GBS Fund to do business in Venezuela in order that it could act as the developer of this project, this process was delayed because of the slowdown in the provision of government services because of continuing political unrest in Venezuela. As a result, we        decided not to liquidate Alon-Bell and are now using it as the developer of the project. In connection with this decision, GBS Fund, Propietaria Alimentos Globalia C.A. (“PAGCA”), which is the obligor under a bank loan to finance this project to which we are not a signatory in the principal amount of $1,000,000, to be drawn down as the project reaches prescribed benchmarks, of which $400,000 has been received, and Alon-Bell entered into a joint venture agreement. Under this        agreement, PAGCA owns the property on which the project is to be built, and will receive 20% of gross sales of units. Alon-Bell, will act as the promoter and builder and will receive 15% of gross sales, GBS Fund will receive the remaining 65% of gross sales, which will be divided such that we receive 26% of gross sales and GBS Fund will retain the rest, subject to change in the event of future equity investments. We have received a bank loan of $400,000 in connection with this        project.

We may make further investments in, and provide management, promotional and other services to, GBS Fund; as a result our interest in GBS Fund could increase.

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The total cost of this project is expected to be approximately $1,900,000. As of December 31, 2014, approximately $1,400,000 had been invested in this project, approximately $520,000 of which was spent for the shares of Alon-Bell, which owns the land on which the project will be        constructed, and the remainder for the expenses described above. We have presold the 1,450-square-foot penthouse unit for $400,000 and the remaining cost of the project is being financed by the above mentioned bank loan.

Construction on this project began in August 2013. We initially expected it to be completed by February 2014. However, because of lack of building materials and for the reasons set forth under the caption “Delays in the Las Naranjas 320 Project and the Las Naranjas 450 Project Due        to Political and Other Conditions in Venezuela,” below, this project may not be completed by that date.

As indicated above, one of the penthouse units has been presold. Other units are expected to be sold as the project progresses. The total list price for all of the units is expected to be approximately $3,500,000, but no assurance can be given that it will be possible to sell them at        prices that will aggregate this amount.

***Las Naranjos 450 Project***

This project (the “Los Naranjos 450 Project”), which we promote and manage, is in its planning stage. The project manager is Guillermo Mendez, who is the project manager of the Las Naranjos 320 Project. The project is located at Los Naranjos de Las Mercedes, Lot 450, in        Caracas, Venezuela, in the same neighborhood and a few blocks away from the Las Naranjos 320 Project. This land, which is valued at $700,000 and has an area of approximately 7,500 square feet, is owned by LM 1109, C.A., an unrelated entity (“LM1109”). The sole stockholder of LM1109, Carlos Artiles, a Venezuelan architect, will serve as project manager without additional compensation and we expect to enter into an agreement with Sr. Artiles under which we will receive 70% of        the shares in LM1109 in consideration of our investing in and obtaining funding for the project as described below. It is expected that permits will be obtained by June 2014 and that construction will begin as soon as possible thereafter. However, because there have been delays in finishing the architecture for the project and for the reasons set forth below under the caption “Delays in the Las Naranjas 320 Project and the Las Naranjas 450 Project Due to Political and Other        Conditions in Venezuela,” we can give no assurance that these permits will be obtained when expected, when construction will commence and when the project will be completed. We have also encountered a delay in completing the transfer of the property to us and we believe that it will require 3 to 4 months to resolve this matter.

This project will have 9 units, from 1 to 3 bedrooms having areas from 915 to 2,150 square feet; the number of units or each size has not been determined. The total area of these 9 units will be approximately 11,800 square feet and the project will have approximately 8,600 square feet of        common areas, including a lobby, hallways and staircases, parking and social areas.

The total list price for all of the units is expected to be approximately $4,500,000, but no assurance can be given that it will be possible to sell them at prices that will aggregate this amount.

The total cost of this project, exclusive of land, is expected to be approximately $1,300,000, which is expected to be financed approximately as follows:

Preconstruction and precompletion sales of $300,000. We intend to pre-sell one or a few units as soon as possible after we have obtained construction permits and others as necessary during construction to provide funds.

A loan or loans of $500,000 from one or more local lenders, on terms to be negotiated. We have not yet identified a lender, but expect to complete a loan by the end of the second quarter of 2013.

Further cash investments of $500,000 in the Venezuelan entity, which we will make from time to time as construction proceeds. These funds will be provided from amounts that we will raise to meet our capital needs. For further information as to our capital needs and our prospects for satisfying them, see “Management’s Discussion and Analysis of Financial Condition                        and Results of Operations – Liquidity and Capital Resources.” We can give no assurance as to when or whether we will be able to obtain the amounts that we plan to invest in this project.

***Delays in the Las Naranjas 320 Project and the Las Naranjas 450 Project Due to Political and Other Conditions in Venezuela***

The death of Hugo Chavez, President of Venezuela, in March 2013, the ensuing political campaign for the election of his successor and recent civil unrest and political demonstrations have affected businesses generally in Venezuela because they have resulted in delays in governmental        administrative processes and have materially slowed the conduct of business. Another result is that we have encountered delays in procuring construction materials. Accordingly, we may not complete the Los Naranjas 320 and Las Naranjas 450 Projects on schedule. We expect the civil unrest and political demonstrations to continue indefinitely.

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***IKAL***

On January 13, 2015, we entered into a Contrato de Compraventa de Acciones between MRT Consulting, Inc., a Panamanian corporation (“MRT”), and ourselves, whereunder MRT agreed to sell, and we agreed to purchase, 1,969,904 shares of the common stock or Bodega IKAL, S.A., an        Argentine corporation, which shares constitute the entire share capital of IKAL and 240 shares of the common stock of Bodega Silva Valent S.A., an Argentine corporation, comprising all of its share capital (the “Contrato”). The Contrato contains customary representations and warranties. The corporations that we are purchasing are referred to collectively as “IKAL.” The consideration for these shares was a convertible promissory note in the principal amount of        US$4,500,000, dated January 13, 2015, made by the Registrant in favor of MRT (the “Note”). For a further description of the Note, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Promissory Note; Pledge of IKAL Shares."

IKAL owns approximately 185 acres of land, located in Valle de Uco, Province of Mendoza, Argentina. IKAL currently produces approximately 770,000 to 1,100,000 pounds of wine grape per annual harvest on a portion of this land. Ikal sells cabernet sauvignon,        merlot, pinot noir and chardonnay wine under the “Ikal” and “Ikal 1150” brands. The wine producing operation is financially self-sustained, but is not generating profits. Total wine production, including sales of the bottled wine, generated approximately $220,000 in revenue in 2014. 

IKAL has received approval to develop a 25 master suite hotel, a 53,000 gallon capacity winery and 29 luxury villas in which it will sell fractional ownership interests. Total costs for constructing the hotel and winery are expected to be approximately $7.5 to 8.0 million; when commenced, construction        will require 2 to 2.5 years to complete. Total costs for constructing the villas is expected to be $10.5 million; when commenced, construction will require 2-2.5 years to complete. Revenue from the sale of fractional interests is expected to be $75 to 80 million. Metrospaces will look to raise these funds from third-party investors, as lenders and/or equity investors. Because of the current state of the Argentinian debt markets, we do not believe that we will be able to obtain bank        financing for the foreseeable future.

These projects are in their inceptive stages and the foregoing plans are subject to change.

***Marketing and Sales***

Our potential customers are highly liquid persons or persons who have the ability to borrow, such that, in either case, they will be able to make a substantial payment to us when they sign a contract for the purchase of a unit, make progress payments at prescribed points specified in the        contract and make the final payment due upon delivery of the unit. We plan to market through brokers, by personal contact by members of our management and through websites. We do not plan to have a permanent sales staff or, except when brokers hold “open houses,” to have sales personnel located at our projects.

Legally, the process of creating and selling condominiums in Latin American countries is similar to that in the United States. Condominium units and common areas in a building and the land on which it is situated are created by a legal instrument pursuant to a statute. This instrument        will also provide for the governance of the property, typically, by a board of directors appointed by the entity that constructs the project until it is sold or nearly sold and thereafter elected by the owners of the units. This board of directors will adopt rules and regulations to which the owners of units and the use of common areas are subject.

When a customer decides to purchase a condominium, he will enter into a contract of purchase and sale, the contents of which will vary in accordance with the unit and project of which it is a part and the applicable provisions of law respecting condominiums and real property generally        under the laws of the country in which it is constructed. This agreement will describe the unit to be purchased; the price for the unit; the specifications for the unit and the options and amenities to be included with it; the initial, progress and final payments and, in the case of progress payments, the times at or the milestones upon the occurrence of which they are to be made; the delivery date for the unit and the reasons, such as labor disruptions and unforeseeable events, for        which it may be deferred without liability; the warranties, if any, that will be given to the purchaser with respect to the property that he is purchasing, which may be additional to those given to the purchaser in the deed for the property and to those mandated by law; an escalator clause for labor and material costs, where lawful; the rights of the parties to terminate the contract and the remedies of the parties; and other matters that the parties deem desirable or are customary.        When the construction of the unit and the property is completed, we will deliver a deed to the customer upon the completion of the payment of the purchase price.

***Project Management***

We will develop each project through an entity established for that purpose. Rather than have an internal project management staff, once we have acquired the land on which a project will be constructed (either directly or through a joint venture partner), we will retain the services of a        local engineer, architect or other person with expertise in overseeing construction projects, who will manage the project and who will receive as compensation a nominal salary and approximately 8% to 10% of the profits of the project. Through him, the local entity will enter into contracts for the construction of the building and its adjacent areas and landscaping; hire labor, to the extent not provided under construction contracts; purchase materials, to the extent not purchased under        construction contracts; retain the services of local real estate brokers and arrange for advertising; and contract for other goods and services required to complete the project. He will be responsible for assuring that the project is completed on time, in accordance with its specifications and within its prescribed cost.

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***Construction Materials***

We believe that the materials required for construction of our products will for the most part be readily available in local markets and that, in most cases, they will be locally produced. At present, we believe that it will be possible to acquire imported materials to the extent        necessary, at higher cost than local materials. Nevertheless, it is possible that the supply of such materials may be disrupted, as has occurred in Venezuela due to political unrest (see “Delays in the Las Naranjas 320 Project and the Las Naranjas 450 Project Due to Political and Other Conditions in Venezuela,” above, or that their cost may rise. We intend to provide in each contract for the purchase of a unit for escalation in its price in the event that the cost of        materials increases above a prescribed level during the period from the signing of a contract of purchase for a unit to its delivery in countries, including Argentina, where such a provision is legally permissible. In countries, including Venezuela, where such a provision is not legally permissible, we will estimate increases in such costs over such period and take this estimate into account in establishing the contract price for the unit, but we can give no assurance that we will be        able to make such estimate accurately or be aware of all existing or future factors that might affect such costs. Our failure accurately to make such estimate could adversely our profit on the unit or could even result in a loss.

***Labor***

We believe that labor for construction of our products will be readily available. Labor disruptions as a result of strikes or political demonstrations occur more often in Latin America than in the United States and are occurring with increasing frequency in Venezuela (see “Delays in        the Las Naranjas 320 Project and the Las Naranjas 450 Project Due to Political and Other Conditions in Venezuela”). We intend to provide in each contract for the purchase of a unit for escalation in its price in the event that labor costs increase above a prescribed level during the period from the signing of a contract of purchase for a unit to its delivery in countries, including Argentina, where such a provision is legally permissible. In countries such as Venezuela, where such        a provision is not legally permissible, we will estimate increases in labor costs over such period and take this estimate into account in establishing the contract price for the unit, but we can give no assurance that we will be able to make such estimate accurately or be aware of all existing or future factors that might affect such costs. Our failure accurately to make such estimate could adversely our profit on the unit or could even result in a loss.

***Warranty***

The laws of Argentina and Venezuela impose liability for defective construction of a building on the person or entity that built it and the architect or engineer that designed it; the seller is liable on if it also had acted in one of those capacities. Accordingly, since we plan to enter        into construction contracts with third parties for the buildings that will contain the condominiums that we will sell, we will not be liable to our customers for construction defects in those countries. We will have the opportunity to inspect buildings before we accept them and to require the builder to repair defects. Nevertheless, we will absorb the costs of repairing minor defects, such as uneven plastering, poorly hung doors and improperly aligned cabinets, that escape our        preacceptance inspection. We do not expect these costs to be material.

In the event that we construct buildings in jurisdictions in which such liability is imposed on sellers of real property, we plan to limit our liability contractually and will consider the possible cost of such imposition of liability in setting prices for our condominiums.

Latin American countries impose statutory warranties of title on sellers of real property; we do not believe that we will have liabilities thereunder.

***Competition***

We compete primarily in the luxury condominium segment of the condominium industry on the basis of location, price, quality, reputation, design, amenities, and our customers’ overall sales and homeownership experiences. The condominium industry in the markets in which we operate or        intend to conduct operations is fragmented and highly competitive. We do not believe that any of our competitors in these areas has as much as 5% of the number or value of the condominiums constructed in these markets. In each of these markets, there are numerous builders of condominiums with which we will compete and our market share is expected to be less than 1% of the units built or the value of the units sold. We will also compete with sales of existing housing inventory, and any        provider of housing units, for sale or for rent, including apartment operators and businesses that convert apartments into condominiums, may be considered a competitor.

***Seasonality***

In countries that lie near the Equator, such as Venezuela, where temperatures are nearly constant, we do not expect that our construction operations or sales will be materially impacted by seasonality. In countries where there are greater changes of temperature during a year, we expect        that both our construction activities and sales will occur at a slower place during the colder portions of the year than they will during the warmer portions.

***Regulation***

Our operations are subject to regulations imposed and enforced by various governmental authorities. These regulations may be complex and include building codes, land zoning and similar restrictions, health and safety regulations, labor practices, marketing and sales practices,        environmental regulations and various other laws, rules, and regulations. Collectively, these regulations have a significant impact on the site selection and development of our properties, our designs and construction techniques, our relationships with customers, employees, and suppliers/subcontractors, and other aspects of our business. The applicable governing authorities frequently have broad discretion in administering these regulations, including inspections of condominiums prior        to their delivery to customers.

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In the United States, our only operations will be obtaining financing for our foreign projects. As such, we will be subject to state and federal securities laws if we issue securities in connection with such financing. We are also required by Section 15(d) of the Exchange Act to file        periodic reports with the SEC, including an annual report containing audited financial statements. We will also be required to file Federal and State tax returns. The costs associated with these matters and the amount of time expended by management in connection therewith may be material.

In the foreign counties where we have projects, our most significant regulatory burden is obtaining construction permits. Generally, construction permits (including requisite environmental permissions) are routinely granted in 90 to 120 days, provided that sufficiently detailed plans and        other documents necessary to support the issuance of the permit are submitted. However, permitting processes have moved substantially more slowly in Venezuela (see “Delays in the Las Naranjas 320 Project and the Las Naranjas 450 Project Due to Political and Other Conditions in Venezuela”). While the cost of obtaining these permits is not expected to be material, there is a material amount of management time involved in obtaining them. Environmental laws are not as fully        developed in these countries as they are in the United States and we do not expect to expend material amounts in connection with complying with them or to experience delays as a result of them. We will also be required to file tax returns in these countries, but do not expect to incur material costs in connection with doing so.

In addition to existing regulations, more stringent requirements could be imposed in the future, thereby increasing the cost of compliance and potentially adversely affecting our profitability.

***Employees***

We have 1 employee, namely, the Company’s president. While we intend to hire other employees, we intend, as indicated above under “Project Management,” to manage our projects through independent project managers and not to hire an internal sales staff. A project manager        will typically receive a fee of approximately 7% of construction costs, including the costs of materials and labor.

**ITEM 1A. RISK FACTORS**

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

**ITEM1B. UNRESOLVED STAFF COMMENTS**

As we are not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act, or a well-known seasoned issuer, as defined in Rule 405 promulgated under the Securities Act, we are not required to provide information under this item.

**ITEM 2.PROPERTIES**

We have offices at 888 Brickell Key Drive, Unit 1102, Miami, FL 33131. We do not have a lease and we do not pay rent for the leased space. Except as described above under the caption “Business – Projects” we do not own, lease or have an interest in any properties.

**ITEM 3. LEGALPROCEEDINGS**

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

**ITEM 4. (REMOVED ANDRESERVED).**

**PART II**

**ITEM****5.****MARKET****FOR****REGISTRANT’S****COMMON****EQUITY,****RELATED****STOCKHOLDER****MATTERS****AND****ISSUER****PURCHASES****OF****EQUITY****SECURITIES**

Our common stock is quoted on the OTC Pink tier maintained by OTC Markets Inc. under the symbol “MSPC.”

The following table reflects the high and low closing bid information for our common stock for each fiscal quarter during the fiscal years ended December 31, 2014 and 2013, and for 2015 to date. The bid information was obtained from the OTC Markets, Inc. and reflects prices between dealers, without retail mark-up, markdown        or commission, and may not represent actual transactions.

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| **Quarter Ended**                      |  | **Closing Bid High** |                                      | **Closing Bid Low** |   |
|----------------------------------------|--|----------------------|--------------------------------------|---------------------|---|
|                                        |  |                      |                                      |                     |   |
| **Fiscal Year 2015**                   |  |                      |                                      |                     |   |  |  |
| June 30, 2015 (through April 13, 2015) |  | $                    |      0.0061 |                     | $ | 0.0001 |  |
| March 31, 2015                         |  | $                    |      0.0004 |                     | $ | 0.0001 |  |
| **Fiscal Year 2014**                   |  |                      |                                      |                     |   |  |  |
| December 31, 2014                      |  | $                    |      0.028  |                     | $ | 0.0001 |  |
| September 30, 2014                     |  | $                    |      0.0003 |                     | $ | 0.0001 |  |
| June 30, 2014                          |  | $                    |      0.0008 |                     | $ | 0.0002 |  |
| March 31, 2014                         |  | $                    | 0.0015                               |                     | $ | 0.0005 |  |
| **Fiscal Year 2013***                  |  |                      |                                      |                     |   |  |  |
| December 31, 2013                      |  | $                    |      0.003  |                     | $ |      0.004 |  |
| September 30, 2013                     |  | $                    |      0.08   |                     | $ |      0.021 |  |
| June 30, 2013                          |  | $                    |      0.10   |                     | $ |      0.08 |  |
| March 31, 2013                         |  | $                    |      ----   |                     | $ |      ---- |  |

As of April 15, 2015, there were 54 holders of record of our common stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

**Recent Sales of Unregistered Securities.**

Following the consummation of the Merger on October 5, 2012, the Registrant issued 2,000,000,000 shares of Common Stock to the former holder of the common stock of Urban Spaces as merger consideration under the Merger Agreement. On August 10, 2012, the Registrant entered into Securities Purchase        Agreements with 9 separate investors, who are the selling stockholders under this Registration Statement, pursuant to which the Registrant issued collectively 335,200,000 shares of the Common Stock at the price of $0.0001193315 per share for an aggregate purchase price of $40,000.

The shares of Common Stock issued in the above transactions were exempt from registration under Section 4(2) of the Securities Act as sales by an issuer not involving a public offering and under Regulation D promulgated under the Securities Act. These shares of Common Stock were not        registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities were subsequently registered under a registration statement filed with the Commission on February 11, 2013, and declared        effective on May 15, 2013. 

In addition, on February 19, 2014, the Company issued 230,000,000 shares of Common Stock to investors who were not affiliates upon conversion of $107,640 of the principal amount of a convertible promissory note dated as of February 19, 2014, pursuant to the exemption from registration        afforded by Rule 144 promulgated under the Securities Act. For further information about this Convertible Promissory Note, see “Directors, Executive Officers and Corporate Governance – Related Party Transactions – Exchange Transaction – Promissory Note.”

In addition, the Company issued shares of Common Stock to LG Capital Funding, LLC as follows: (1) 152,622,579 shares on September 10, 2014, (2) 1,049,175 shares on January 13, 2015, (3) 6,593,559 shares on January 22, 2015, (4) 7,113,846 shares on January 30, 2015 and 9,257,440 shares on February 4,        2015. These shares were issued upon conversion of an 8% Convertible Redeemable Note, due February 25, 2015, in the principal amount of $40,000, made by the Company in favor of LG, pursuant to the exemption from registration afforded by Rule 144 promulgated under the Securities Act.

**ITEM 6. SELECTED FINANCIAL DATA**

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

**ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

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*The**financial**data**discussed**below**are**derived**from**the**audited**consolidated**financial**statements**of**the**Company**as**at**December**31,**2013,**which were        prepared and presented in accordance with generally accepted United States accounting principles. These financial data are only**a**summary**and**should**be**read**in**conjunction**with**the**financial**statements**and**related**notes**contained**elsewhere**herein,**which**more**fully**present**our financial condition and operations as at that date.        We do not believe that the results set forth in these consolidated financial statements**are**necessarily**indicative**of**our**future**performance.**This**section**and**other**parts**of**this**report**contain**forward-looking**statements**that**involve**risks**and**uncertainties.**Our**actual**results**may**differ**significantly**from**the**results**discussed**in**the**forward-looking**statements.*

***Overview***

The Company is a development stage company and there is substantial doubt about our ability to continue as a going concern because we will need a substantial amount of additional capital to continue our operations. No assurance can be given that any additional capital can be obtained or, if obtained, will be adequate to meet        our needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted or we could be forced to terminate operating. In addition, the following matters may affect our ability to continue as a going concern:

Urban Spaces owns, directly or indirectly, substantially all of our assets and UPLLC owns a substantial portion of our assets. In the event that lenders were to foreclose on the shares of Urban Spaces and/or the membership units in UPLLC, the effect would be immediate and adverse; in the former case, it        is unlikely that we could continue to operate.

***Promissory Note;******Pledge of IKAL Shares***

Under the Contrato, we executed and delivered a convertible promissory note in the principal amount of US$4,500,000, dated January 13, 2015, made by the Registrant in favor of MRT (the “Note”). The Note is payable in 10 equal monthly installments of US$450,000 and bears        interest at the rate of 0.41 per annum prior to default. After an event of default, 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. An event of default will occur under the Note if: 

(a) we fail to make full payment of principal or interest as set forth in Section 1 and such failure shall continue unremedied for a period of five (5) days after written notice from Payee;

(b) we fail to comply with its covenant under Section 4 or any other covenant of obligation under the Convertible Promissory Note and such default shall continue unremedied for a period of fifteen (15) days after written notice from Payee, *provided, however,        that* in the event that such default cannot with diligence be cured within said period, Payee shall have such period as is reasonable to cure such default; 

(c) we or a Material Subsidiary (as hereinafter defined) alone or one or more Material Subsidiaries together holding ten percent (10%) of Maker’s consolidated assets: (i) shall commence a voluntary case under any Bankruptcy Law (as hereinafter defined); (ii)        shall become subject to an involuntary case under any Bankruptcy Law which is not withdrawn, discharged or stayed within sixty (60) days after the commencement thereof; (iii) shall consent to the appointment of a Custodian (as hereinafter defined) for a substantial portion of its property; (iv) shall become subject to the appointment of a Custodian for a substantial portion of its property, which appointment is not withdrawn, discharged or stayed within sixty (60) days after the        appointment thereof; or (v) shall make a general assignment for the benefit of its creditors.

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The term “Material Subsidiary” means an entity in which Maker holds, directly or indirectly more than fifty percent (50%) of the voting power. The term “Bankruptcy Law” means Title 7, Title 11 or Title 13, of the United States Code or any similar federal or state law for the        relief of debtors or the similar laws of any foreign jurisdiction. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official acting, appointed or empowered under any Bankruptcy Law.

MRT has the right, at its option, to convert all or any portion of the unpaid principal amount of the Note and the interest accrued thereon (the sum of such unpaid principal amount and such accrued interest as it shall exist from time to time being the “Convertible Amount”)        into the number of fully paid and nonassessable shares of the Registrant’s Common Stock as shall be equal to the portion of the Convertible Amount that MRT desires so to convert divided by the Conversion Price (as that term is hereinafter defined) then in effect. The conversion price for the Note (the “Conversion Price”) shall be the Current Market Price. “Current Market Price” means the average of the daily closing prices for a share of Common Stock for        the five (5) consecutive trading days ending on the trading day immediately prior to the day on which the Note is delivered for conversion pursuant. A trading day is be any day on which the Common Stock is able to be quoted or traded on the principal United States market for the Common Stock, as determined by the Board of Directors or if, in the judgment of the Board of Directors, there exists no principal United States market for the Common Stock, then as determined in good faith by        the Board of Directors (the “Principal Market”), whether or not the Common Stock actually is traded on such day. The closing price for each day is the last reported sales price for the Common Stock, or, in case no reported sale take place on such day, the average of the closing bid and asked prices therefor, as quoted on the Principal Market. The Principal Market is currently OTC Pink.

In the event of a default under the Note, shares that have been paid for are to be delivered to the Registrant and the shares that have not been paid for are to be delivered to MRT. 

As of the date hereof, we are in default under the Note, having failed to make the payments due on February 16 and March 16, 2014. Accordingly, MRT may declared the entire principal of the Note due and payable and exercise its rights under the Contrato, such that it may terminate our        rights in the shares, but may not seek damages.

The shares subject to the Contrato have been deposited with Carlos Daniel Silva, an Argentine attorney, who is required to deliver them to the Registrant as they are paid for. Mr. Silva has been elected as a director and President of the Registrant. As of the date hereof, we have acquired        no shares. 

**RESULTS OF OPERATIONS****FISCAL****YEAR****ENDED****DECEMBER****31,****2013****COMPARED****TO****FISCAL****YEAR****ENDED****DECEMBER****31,****2012**

**Revenues**

Revenues for the year ended December 31, 2014 (“FY 2014”) were $0.00 compared to $0.00 for the year ended December 31, 2013.

**Operating Expenses**

Operating expenses for FY 2014 were $65,648, compared to operating expenses of $42,811 for FY 2012. Operating expenses increased for FY 2014 over FY 2013 primarily due to higher legal and project planning expenses. The sole component of our operating expenses during both FY 2014 and FY 2013 was general and        administrative expenses. Of these expenses, $15,000 was for salary in both years. The sole component of our operating expenses during both FY 2014 and FY 2013 was general and administrative expenses. Of these expenses, $15,000 was for salary in both years.

**Income (Loss) from Operations**

We had an operating loss of $65,648 for FY 2014, as compared to an operating loss of $42,811 for FY 2013. The loss was higher for FY 2014, as compared to FY 2013, for the reason that operating expenses were higher for FY 2014, as stated above.

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**Net Income (Loss) Applicable To Common Shareholders**

Net loss applicable to common shareholders for FY 2014, was $3,572,349, compared to net loss applicable to common shareholders of $55,495 for FY 2013.

**LIQUIDITY AND CAPITAL RESOURCES**

At December 31, 2014, and December 31, 2013, respectively, we had total assets $559,001, none of which was in cash, and $848,173, of which $3,179 was cash, we had stockholder deficits of $2,882,392 and $429,583, respectively.

All assets are recorded at historical cost. Management reviews on an annual basis the book value, along with the prospective dismantlement, restoration, and abandonment costs and estimate residual value for the assets, in comparison to the carrying values on the financial statements.

**Net Cash (Used in) Provided By Operating Activities**

During FY 2014, cash used in operating activities was $43,679 compared to $19,770 during FY 2013.

**Net Cash Used in Investing Activities**

We did not utilize any cash in investing activities of continuing operations during the FY 2013 or FY 2012.

**Net Cash (Used in) Provided by Financing Activities**

During FY 2014, we received loans of $40,500, of which $500 was a loan from our chief executive officer, and in FY 2013, we received a loan of of $22,949, of which $12,949 was a loan from our chief executive officer.

At December 31, 2014, we had a stockholders’ deficit of $2,882,392. 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 2014 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.

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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 was reduced to $45,393 on December 31, 2014, and is now $34,133. The Pledge Agreement has been terminated. Further information respecting these matters is set forth under the caption “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – Exchange Agreement.”

While the Company is not in default under the above mentioned convertible promissory note, it does not presently have funds available to pay the $34,133 outstanding when due. 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. Further information respecting these matters is set forth under the caption “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions – GBS.” As indicated above, during 2014,        the amount of this obligation was reduced to $450,000 and on February 19, 2015, this indebtedness was exchanged for 450,000 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.

14

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**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.

**Critical Accounting Policies and Estimates**

***Use of Estimates***

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 date of the        financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its        estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from 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.

***Impairment of Long Lived Assets***

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company        compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or        fair value, less costs to sell.

**JOBS Act**

15

----

Section 102(b)(1) of the JOBS Act provides that, as an emerging growth company, the Company (A) need not present more than 2 years of audited financial statements in order for the Company’s registration statement with respect to an initial public offering of the Company’s common equity securities to be effective, and in any        other registration statement that the Company files with the SEC, the Company need not present selected financial data prescribed by the Commission in its regulations for any period prior to the earliest audited period presented in connection with the Company’s initial public offering; and (B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 2(a) of Sarbanes-Oxley is        required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers. The term “issuer” generally means any person who issues or proposes to issue any security, the securities of which are registered under section 12 of the Exchange Act or that is required to file reports under section 15(d) of the Exchange Act, or that files or has filed a registration statement that has not yet become effective under the Securities Act        and that it has not withdrawn.

While the Company is permitted to opt out of these provisions of the JOBS Act, it has not done so and do not intend to do so. As a result, our financial statements may not be comparable to companies that that elect to opt out of these provisions.

**ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.

16

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**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**

|                                                                                 | **PAGE(S)** |
|--------------------------------------------------------------------------------------|-------------|
|                                                                                 |        |
| Report of Independent Registered Public Accounting Firm                              | 18          |
|                                                                                 |        |
| Balance Sheets as of December 31, 2014 and December 31, 2013                         | 19          |
|                                                                                 |        |
| Statements of Operations for the Years Ended December 31, 2014 and December 31, 2013 | 20          |
|                                                                                 |        |
| Statements of Cash Flows for the Years Ended December 31, 2014 and December 31, 2013 | 21          |
|                                                                                 |        |
| Statement of Changes in Stockholders’ Deficiency as of December 31, 2014       | 22          |
|                                                                                 |        |
| Notes to Financial Statements                                                        | 23-30       |

 

17

----

****

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors        Metrospaces, Inc.

We have audited the accompanying consolidated balance sheet of Metrospaces, Inc.as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company's        management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we        engaged to perform, an audit of its internal control over financial reporting. 

Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An        audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated any revenues since inception and has cash overdraft at December 31, 2014. In addition, the company had a stockholders’        deficiency of $2,882,392 as of December 31, 2014. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Metrospaces, Inc. as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years ended December 31, 2014 and 2013 in conformity with accepted accounting principles generally        accepted in the United States of America.

/S/ ***Paritz & Company, P.A.***

Hackensack, New Jersey        April 15, 2015

18

----

**Metrospaces, Inc.****Consolidated Balance Sheets**

|                      |                                                                   |                                      |        | **December 31,** |           | **December 31,** |               |
|---------------------------|------------------------------------------------------------------------|-------------------------------------------|--------|------------------|-----------|------------------|---------------|
|                      |                                                                   |                                      |        | **2014**         |           | **2013**         |               |
|                      |                                                                   |                                      |        |             |           |             |               |
|                      |                                                                   | **ASSETS**                                |        |                  |      |                  |               |   |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      | Advance payment for Real property                                      |                                           |        | 369,991          |           |                  | 665,984       |  |
|                      | Investment in non-consolidated subsidiary                              |                                           |        | 150,000          |           |                  | 150,000       |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      | Cash                                                                   |                                           |        | -                |           |                  | 3,179         |  |
|                      | Prepaid expenses                                                       |                                           |        | 39,010           |           |                  | 29,010        |  |
|                      |                                                                   |                                      |        |             |      |                  |          |   |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      |                                                                   | Total assets                              |        | $                | 559,001   |                  | $             | 848,173 |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      |                                                                   | **LIABILITIES AND STOCKHOLDERS' DEFICIT** |        |                  |      |                  |               |   |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
| **Liabilities**           |                                                                        |                                           |   |                  |           |             |               |
|                      | Bank overdraft payable                                                 |                                           |        | 166              |           |                  | -             |  |
|                      | Long term debt related party, net of imputed interest of $0 and $7,148 |                                           |        | 400,000          |           |                  | 742,852       |  |
|                      | Notes payable -related parties                                         |                                           |        | 166,590          |           |                  | 426,090       |  |
|                      | Convertible note payable related party, net of discount of $5,921      |                                           |        | 39,472           |           |                  | -             |  |
|                      | Note payable                                                           |                                           |        | 10,000           |           |                  | 10,000        |  |
|                      | Convertible note payable, net of discount of $6,444                    |                                           |        | 25,056           |           |                  | -             |  |
|                      | Derivative liability                                                   |                                           |        | 2,645,300        |           |                  | -             |  |
|                      | Accrued expenses                                                       |                                           |        | 68,750           |           |                  | 39,750        |  |
|                      | Accrued interest - related party                                       |                                           |        | 52,013           |           |                  | 30,013        |  |
|                      | Sales deposit                                                          |                                           |   | 34,046           |           |             | 29,051        |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
|                      |                                                                   | Total liabilities                         |        |                  | 3,441,393 |                  |               | 1,277,756 |  |
|                      |                                                                   |                                      |        |                  |      |                  |               |   |  |
| **STOCKHOLDERS' DEFICIT** |                                                                        |                                           |   |                  |           |             |               |
|                      | Preferred stock, $0.000001 par value,                                  |                                           |        |             |           |                  |          |  |
|                      |    10,000,000 shares authorized,                             |                                           |        |             |           |                  |          |  |
|                      |    no shares issued and outstanding                          |                                           |        | -                |           |                  | -             |  |
|                      | Common stock, $0.000001 par value, 5,000,000,000 shares authorized     |                                           |        |             |           |                  |          |  |
|                      |    846,555,925 and 4,670,466 shares issued and outstanding   |                                           |        |             |           |                  |          |  |
|                      |    at December 31, 2014 and 2013, respectively               |                                           |        | 847              |           |                  | 5             |  |
|                      | Additional paid in capital                                             |                                           |        | 1,160,693        |           |                  | 41,995        |  |
|                      | Accumulated deficit                                                    |                                           |   | (4,043,932)      |      |             | (471,583)     |   |
|                      | **TOTAL STOCKHOLDERS' DEFICIT**                                        |                                           |   | **(2,882,392)**  |      |             | **(429,583)** |   |
|                      |                                                              |                                           |        |             |           |                  |          |  |
|                      | **TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT**                        |                                           |   | **559,001**      |           |             | **848,173**   |  |

The accompanying notes are an integral part of these financial statements

19

----

**Metrospaces, Inc.**Consolidated Statement of Operations

|                                                  |  | **Year ended**        |             |
|-------------------------------------------------------|--|-----------------------|-------------|
|                                                  |  | **December 31, 2014** |             | **December 31, 2013** |  |
|                                                  |  |                  |             |   |  |
| Revenue                                               |  | $                     | -           |  | $ | - |  |
|                                                  |  |                       |        |  |  |   |  |
| **OPERATING EXPENSES:**                               |  |                       |        |  |  |   |  |
| General and administrative expenses                   |  |                       | 65,648      |  |  | 42,811 |  |
|                                                  |  |                  |        |  |   |   |  |
| Total operating expenses                              |  |                  | 65,648      |  |   | 42,811 |  |
|                                                  |  |                       |        |  |  |   |  |
| Operating Loss                                        |  |                       | (65,648)    |   |  | (42,811) |   |
|                                                  |  |                       |        |  |  |   |  |
| Other expense (income):                               |  |                       |        |  |  |   |  |
| Interest expense                                      |  |                       | 369,609     |  |  | 55,495 |  |
| Loss on change in fair value of derivative            |  |                       | 3,012,339   |  |  | - |  |
| Loss on extinguishment of debt                        |  |                  | 124,753     |  |   | - |  |
|                                                  |  |                  | 3,506,701   |  |   | 55,495 |  |
|                                                  |  |                       |        |  |  |   |  |
| Net loss                                         |  | $                     | (3,572,349) |  | $ | (55,495) |  |
|                                                  |  |                       |        |  |  |   |  |
| Net loss per common share - basic and diluted         |  | $                     | (0.17)      |  | $ | (0.01) |  |
|                                                  |  |                       |        |  |  |   |  |
| Weighted average of common shares - basic and diluted |  |                  | 21,167,023  |  |   | 4,670,600 |  |

 

The accompanying notes are an integral part of these financial statements

20

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**Metrospaces, Inc.******Consolidated Statements of Cash Flows****(Unaudited)****

|                                                 |                                                    |                                                    |         | **Year ended**        |           |
|------------------------------------------------------|---------------------------------------------------------|---------------------------------------------------------|---------|-----------------------|-----------|
|                                                 |                                                    |                                                    |         | **December 31, 2014** |           |  | **December 31, 2013** |  |
|                                                 |                                                    |                                                    |         |                  |           |  |   |  |
| Cash flows from operating activities                 |                                                         |                                                         |    |                       |           |  |   |  |
|                                                 | Net loss                                                |                                                         | $       | (3,572,349)           |           |  | $ | (98,306) |  |
|                                                 | Adjustments to reconcile net loss to net cash           |                                                         |         |                  |           |  |  |   |  |
|                                                 |                                                    | used in operating activities:                           |         |                       |      |  |  |  |   |  |
|                                                 |                                                    |    Amortization of imputed interest           |         |                       |      |  |  |  |   |  |
|                                                 |                                                    |    Interest accrued to related party          |         |                       |      |  |  |  |   |  |
|                                                 |                                                    |    Salary accrued to related party            |         |                       |      |  |  |  |   |  |
|                                                 |                                                    |    Non-cash interest expense                  |         |                       | 367,417   |  |  |  | 55,495 |  |
|                                                 |                                                    |    Gain on change in fair value of derivative |         |                       | 3,012,339 |  |  |  |   |  |
|                                                 | Loss on extinguishment of debt                          |                                                         |         | 124,753               |           |  |  |   |  |
|                                                 | Changes in operating assets and liabilities:            |                                                         |         |                  |           |  |  |   |  |
|                                                 | Prepaid expenses                                        |                                                         |         | (10,000)              |      |  |  | (29,010) |   |
|                                                 | Deposits                                                |                                                         |         | 4,995                 |           |  |  | 29,051 |  |
|                                                 | Bank overdraft                                          |                                                         |         | 166                   |           |  |  | - |  |
|                                                 | Accrued expenses                                        |                                                         |    | 29,000                |           |  |   | 23,000 |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 |                                                    | Net cash used in operating activities                   |         |                  | (43,679)  |   |  |   | (19,770) |   |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
| Cash flows from financing activities                 |                                                         |                                                         |    |                       |           |  |   |  |
|                                                 | Proceeds from issuance of note payable                  |                                                         |    | 40,000                |           |  |   | 10,000 |  |
|                                                 | Proceeds from stockholder loans                         |                                                         |    | 500                   |           |  |   | 12,949 |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 |                                                    | Net cash provided by financing activities               |         |                  | 40,500    |  |  |   | 22,949 |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
| Net change in cash                                   |                                                         |                                                    | (3,179) |                  |           |   | 3,179 |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
| Cash, beginning of period                            |                                                         |                                                    | 3,179   |                       |           |   | - |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
| Cash, end of period                                  |                                                         | $                                                       | -       |                       |           | $ | 3,179 |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
| **Supplemental disclosure of cash flow information** |                                                         |                                                         |    |                       |           |  |   |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 | Derivative liability recognized as debt discount        |                                                         | $       | 300,000               |           |  | $ | - |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 | Conversion of convertible debt into common stock        |                                                         | $       | 223,107               |           |  | $ | - |  |
|                                                 |                                                    |                                                    |         |                       |      |  |  |  |   |  |
|                                                 | Common Stock issued from conversion of convertible debt |                                                         | $       | 1,065,533             |           |  | $ | - |  |

The accompanying notes are an integral part of these financial statements

21

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**Metrospaces, Inc.****STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT**

|                                            |  |                |        | ** **       |        |             |  | ** **      |             | **Additional** |        | ** **  |  | ** ** |           |
|-------------------------------------------------|--|---------------------|--------|------------------|--------|-------------|--|-----------------|-------------|----------------|--------|-------------|--|------------|-----------|
| ** **                                      |  | **Preferred Stock** |        | **Common stock** |        | **Paid-in** |  | **Accumulated** |             | ** **     |        |
| ** **                                      |  | **Shares**          |        | **Amount**       |        | **Shares**  |  | **Amount**      |             | **Capital**    |        | **Deficit** |  | **TOTAL**  |           |
|                                            |  |                |        |             |        |        |  |            |             |           |        |        |  |       |           |
| Balance - December 31, 2012                     |  |                     | -      |                  | $      | -           |  |                 | 4,670,600   |                | $      | 5           |  | $          | 41,995    |  | $ | (373,277) |  | $ | (331,277) |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| Net loss the period                             |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  | (98,306) |   | $ | (98,306) |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
|                                            |  |                |   |                  |   |        |  |            |        |                |   |        |  |       |      |  |   |   |  |   |   |  |
| Balance - December 31, 2013                     |  |                     | -      |                  |        | -           |  |                 | 4,670,600   |                | $      | 5           |  | $          | 41,995    |  | $ | (471,583) |  | $ | (429,583) |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| Issuance of common stock upon conversion        |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| of convertible debt                             |  |                     |   |                  |        |        |  |                 | 41,885,325  |                |        | 42          |  |            | 1,065,491 |  |  |   |  |  | 1,065,533 |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| Restricted stock awards                         |  |                     |   |                  |        |        |  |                 | 800,000,000 |                |        | 800         |  |            | (800)     |   |  |   |  |  | - |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| Gain on exchange of property with related party |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            | 54,007    |  |  |   |  |  | 54,007 |  |
|                                            |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  |   |  |  |   |  |
| Net loss the period                             |  |                     |   |                  |        |        |  |                 |        |                |        |        |  |            |      |  |  | (3,572,349) |   |  | (3,572,349) |   |
|                                            |  |                |   |                  |   |        |  |            |        |                |   |        |  |       |      |  |   |   |  |   |   |  |
| Balance - December 31, 2014                     |  |                | -      |                  | $      | -           |  |            | 846,555,925 |                | $      | 847         |  | $          | 1,160,693 |  | $ | (4,043,932) |  | $ | (2,882,392) |   |

The accompanying notes are an integral part of these financial statements

22

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**Metrospaces, Inc.        Notes to Consolidated Financial Statements****December 31, 2014**

**Note 1****–****Business**

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.

Since its incorporation and prior to the merger described below, the Company conducted no operations. Since that merger, it has been engaged in the operations conducted by Urban Spaces, but has not earned any revenue.

***Merger***

On August 13, 2012, the Company completed a Plan and Agreement of Merger by and among the Company, Strata Acquisition, Inc., a Nevada corporation, and Urban Spaces, whereunder Urban Spaces became the wholly owned subsidiary of the Company and the Company issued 2,000,000,000 shares of its Common Stock to stockholders        of the Urban Spaces. Although, as a legal matter, the Company acquired Urban Spaces in the merger, Urban Spaces was considered to be the accounting acquirer, and the merger was accounted for as a reverse merger, with the Urban Spaces being the accounting survivor. Accordingly, the historical financial statements presented are those of Urban Spaces and its subsidiary and do not include the historical financial results of the Company.

**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.

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*Impairment of Long Lived Assets*

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying        amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs        to sell.

*Income Taxes*

We use 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.

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)

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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:

| Balance January 1, 2014                       |  | $      | -         |  |
|-----------------------------------------------|--|--------|-----------|--|
| Issued during the year ended             |  |        | 545,061   |  |
| Converted during the year                     |  |        | (912,100) |  |
| Change in fair value recognized in operations |  |   | 3,012,339 |  |
|                                               |  |        |           |  |
| Balance December 31, 2014                     |  |        | 2,645,300 |  |

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: 

| Estimated Dividends     |  |        | None             |  |
|-------------------------|--|--------|------------------|--|
| Expected Volatility     |  |        | 558%             |  |
| Risk free interest rate |  |        | .10%             |  |
| Expected term           |  |   | .15 to .89 years |  |

*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.

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. During the six months ending June 30, 2014, the Company recognized a loss on extinguishment of $117,509 from the conversion of convertible debt with a bifurcated conversion option.

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**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 course of business. The Company has not generated any revenues and has a cash overdraft at December 31, 2014. In        addition, the Company had a stockholders' deficit of $2,882,392 as of December 31, 2014. 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 –****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 paymentnet of such imputed interest at a cost of $665,984. These units will be offered for sale upon their acquisition.On December 5, 2014 the Company entered into an agreement with GBS to return 4 of the 9 loft-type condominium unitsin 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.

**Note 5****–****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 6****–****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. 

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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 unitsin 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****7****–****Notes****Payable****–****Related        Parties**

*Note**s**Payable – related party*

|   | (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. |
|--------|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                              | 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.                                                                                                                                                                                                                                                                                                                                         |
|   |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (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 $16,090. These amounts were recorded as a loan payable, bearing no interest and due on demand.                                                                                                                                                                                                                                          |

*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 rate of 0.30% per annum and matures February 19, 2015. The note is convertible        into shares of the Company’s common stock at a price per share of 41.5% of the current market price of the Company’s common stock, as defined in the agreement. The note is secured by a pledge of all the shares of the common stock of Urban Space, Inc. During the year ended December 31, 2014 $214,607 of principal of the note was converted into 41,580,000 shares of common stock according to the terms of the convertible instrument. The remaining principal balance of the note at        December 31, 2014 was $45,393 The Company has determined that the conversion feature embedded in the notes constitutes a derivative and hasbeen bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompanyingbalance sheet, and revalued to fair market value at each reporting period. The note is presented net of a discount of $5,921        on the accompanying balance sheet.

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**Note**8**–****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**9**–****Convertible****Note****Payable**

On February 25, 2014, the Company entered into a Convertible NoteAgreement in the principal amount of $40,000 with an unrelated third party. The notebears interest at 8% per annumand isconvertible 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 25, 2015, 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 91stday but before the 151stday of the note, or c)an amount equal to 150% of the unpaid principal if redeemed after the        151stday but before the 180th day of the note.The note may not be redeemed by the Company after 180 days.During the year ended December 31, 2014 $8,500 of principal of the note was converted into 305,325 shares of common stock according to the terms of the convertible instrument. The remaining principal balance of the note at        December 31, 2014 was $31,500.The Company has determined that the conversion feature embedded in the notes constitutes a derivative and hasbeen 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 $6,444 on        the accompanying balance sheet. See note 14

**Note****10****–****Related Party Transactions**

A Company's shareholder 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 shareholder 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$15,000for theyearsended December 31, 2014 and 2013.The Company has accrued an aggregate amount of $41,250 since inception which isreflected in accrued expenses in the accompanying balance sheet at December 31, 2014.

See Notes 4 and 6 regarding the assignment of the right to acquire 9 condominium units from an entity in which a stockholder of the Company has an interest.

**Note 1****1****–****Income Taxes**

The reconciliation of income tax benefit at the U.S. statutory rate of 34% to the Company’s effective rate for the periods presentedis as follows:

| U.S. federal statutory rate              | -34.0 |
|------------------------------------------|-------|
| State income tax, net of federal benefit | -4.0  |
| Increase in valuation allowance          | 38.0  |
| Income tax provision (benefit)           | 0.0   |

As of December 31, 2014, the Company had approximately $430,000 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.

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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.

**Note 1****2****–****Stockholders Equity**

On October 1, 2014, the Company filed an amendment to its Certificate of Incorporation, as amended, to effect a 1-for-500 reverse stock split on October 31, 2014, of the issued and outstanding common. 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 year ended December 31, 2014 $214,607 of principal of the convertible note payable to a related party referred to in Note 7 was converted into 41,580,000 shares of common stock according to the terms of the convertible instrument.

During the year ended December 31, 2014 $8,500 of principal of the convertible note payable referred to in Note 9 was converted into 305,325 shares of common stock according to the terms of the convertible instrument

**Note 13 – Stock-Based Compensation**

On November 4, 2014 the Board of Directors adopted the Metrospaces, Inc. Restricted Stock Plan. The plan is administered by the Company’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, the Company’s        Principal executive officer; Director. The shares awarded shall vest as follow:

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.

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As of December 31, 2014 none of the award have vested and no compensation cost has been recorded in the Company’s financial statements. Based on the $.0079 per share closing price of the Company’s common stock on December 31, 2014,there was approximately $6.3million of unrecognized compensation cost related to these non-vested        restricted shares outstanding.

**Note 1****4****–****Subsequent Events**

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

From the period January 13, 2015 to February 4, 2015 $21,500 of the convertible note payable referred to in note 9 was converted into 24,808,020 shares of common stock.

On February 19, 2015 the company exchanged $400,000 of debt to GBS in exchange for 400,000 referred to in note 9 and the $150,000 of debt to the Company’s shareholder referred to in note 7 for 650,000 shares of newly designated shares of series B preferred stock.

On January 13, 2015, the Company acquired 1,969,904 shares of the common stock or Bodega IKAL, S.A., an Argentine corporation, which shares constitute the entire share capital of IKAL and 240 shares of the common stock of Bodega Silva Valent S.A., an Argentine corporation, comprising all of its share capital.

The consideration for these shares was a convertible promissory note in the principal amount of $4,500,000. The Note is payable in 10 equal monthly installments of $450,000 and 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

 

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**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

None

**ITEM 9A. 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 December 31, 2014. 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 December 31, 2014. 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 December 31, 2013:

-                      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 December 31, 2013, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO.

**ITEM 9B. OTHER INFORMATION**

None

 

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**PART III**

**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**

The following persons were serving as an executive officers in the following positions on December 31, 2014:

|  **Name**                   | **Age** | **Position**          |
|----------------------------------|---------|-----------------------|
| Oscar Brito                      | 43      | CEO, CFO and Director |
| Alexander Victor Batallés | 37      | Director              |

*Oscar**Brito* (43). Mr. Brito founded Urban Spaces in April 2012 and has been its president since that time. On August 13, 2012, he was elected as Director, President, and Acting Chief Financial Officer of the Company. He also co-founded GBS in 1997, and has served as its Managing Partner since its founding. Since the Merger,        Mr. Brito has been inactive in GBS’ business and management, but GBS has not formally replaced him as its president. GBS is in the business of assisting its clients in raising capital and providing them with business advice and in investing in real estate and other project projects for its own account. Since its inception, GBS has assisted its clients in raising approximately $350 million in several financial transactions, of which approximately $200 million involved real estate,        and has made investments of approximately $8 million on its own account in several projects, including the Bulgari Hotel in London, England. In 1995, Mr. Brito received a law degree from Universidad Catolica Andres Bello in Caracas, Venezuela, and in 2005, received an MBA from Duke University in Durham, North Carolina.

*Alexander Victor Batall**é**s* (37). Mr. Batalles has served as president and chief executive officer of Raul V. Batalles S.A., a fire extinguisher business located in Buenos Aires, Argentina, since 2008. He received the degree of Masters in Business Administration from Universidad Torcuato di Tella        in Buenos Aires in 2012 and the degree of Bachellor of Science (Economics) from the Massachusetts Institute of Technology in Cambridge, Massachusetts, in 2004.

Messrs. Brito and Batallés will serve as directors until the next annual meeting of the Company’s stockholders or until their successors have been elected and duly qualified. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement. There was and is no        arrangement or understanding between any director or officer of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and, to the Company’s knowledge, there is no arrangement, agreement, plan or understanding (a) as to whether non-management stockholders will exercise their voting rights to continue to elect the current directors to the Company’s board and or (b) between non-management stockholders and        management under which non-management stockholders may directly or indirectly participate in or influence the management of the Company’s affairs.

The prior general business experience of our directors and, in the case of Mr. Brito, his experience in real estate, as well as his financial interest in the Company, led to the conclusion that they was a desirable persons to serve as directors.

**Family Relationships**

None.

**Related Party Transactions**

The following describes transactions for FY 2014 and FY 2013, or any currently proposed transactions, in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive        Compensation”):

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***EmploymentArrangement***

Since the inception of Urban Spaces, Mr. Brito has received a salary of $1,250 per month from Urban Spaces and is to be repaid for his expenses under arrangements that have not been formalized. None of such salary has been paid and has been accrued as debt on the Company’s consolidated        financial statements. When the board of directors has been increased such that Mr. Brito is no longer the sole director of the Company, it is intended that a compensation committee will be formed and that it will negotiate and approve a formal agreement for his compensation as president and a director, which may include cash compensation at a higher level than at present and incentive compensation, which may comprise stock options, performance units, profit sharing, restricted stock        and/or other forms of incentive compensation. The Company believes that the arrangement for Mr. Brito’s compensation was and remains fair to the Company.

**Promissory****Note****.**

On August 13, 2013, Richard S. Astrom, who was then the president and sole director of the Company, was issued a promissory note of the Company payable to him in the principal amount of $260,000 (the “Original Promissory Note”), which was due on August 13, 2013, and bore interest        at the rate of 0.24% per annum and was secured by the Pledge Agreement. The Original Promissory Note was amended on August 12, 2013, to extend its due date to April 14, 2014, because the Company was unable to repay the Original Note when it was originally due on August 12, 2013. The Company issued a Convertible Promissory Note, dated as of February 19, 2014, in the principal amount of $260,000.00 (the “February 2014 Note”), to Richard S. Astrom under a Promissory Note        Exchange Agreement, dated as of February 19, 2014, between the Company and Mr. Astrom (the “February 2014 Exchange Agreement”), solely in exchange for the Original Promissory. The February 2014 Note bore interest at the rate of 0.30% per annum, was due one year after its date of issuance and was convertible into shares of Common Stock at a price per share of 41.5% of the Current Market Price, as defined in the February 2014 Exchange Agreement and was secured by a pledge        agreement under which all of the shares of Urban Spaces were pledged. The February 2014 Note and the February 2014 Exchange Agreement contained certain covenants which the Company was obliged to observe. The principal and interest of this note were convertible into Common Stock at 41.5% of the Current Market Price, as defined.

Pursuant to a Convertible Note Exchange Agreement, dated May 1, 2014, between MSPC and Mr. Astrom (the “Existing Note Exchange Agreement”), the February 2014 Note was exchanged for a new convertible promissory note, dated May 1, 2014, in the principal amount of $66,944.04 (the        amount then due under the February 2014 Note), which bears interest at the rate of .33% per annum and is due on May 1, 2015. The pledge agreement by which prior notes were secured was terminated. Initially, the principal and interest of this note was convertible into Common Stock at a conversion price equal to the par value of the Common Stock. On July 11, 2014, pursuant to an Agreement of Amendment and Rescission by and among the Company, Richard S. Astrom and Dixie Assets Management,        Inc., the conversion price was increased to 2.5% of the Current Market Price, as defined. The Company believes that it is unlikely that it will be able to repay this note when due.

**GBS**

On April 20, 2012, GBS, in which Mr. Brito holds one-third of the shares, assigned to UPLLC the right to receive the 9 condominium units described under the caption “Business – Projects – Argentina – The Chacabuco Project” from GBS in exchange for the agreement        of UPLLC to pay $750,000 to GBS without interest in installments of $350,000 on April 15, 2013, and of $400,000 on April 15, 2014. GBS orally represented to UPLLC that these units would be delivered to UPLLC by the end of 2012, but such delivery has not yet occurred owing to delays in the project. On March 22, 2013, GBS and UPLLC entered into an agreement under which (i) GBS represented that the units will be delivered by May 30, 2013, (ii) extended the above due dates to October 15,        2013 and 2014, respectively, (iii) in the event that the units are not delivered by May 30, 2013, provided for the automatic extension of each of these due dates by the number of days that elapse after that date until delivery and (iv) released GBS from liability for the inaccuracy of its representation that these units would be delivered to UPLLC by the end of 2012.

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In connection with this assignment, Urban Spaces pledged to GBS all of the membership interests in UPLLC owned by Urban Spaces are pledged to secure the obligations of UPLLC to pay GBS $750,000 under the instrument whereby GBS assigned the right to receive the 9 units comprising the        Chacabuco project to UPLLC. In the event that the UPLLC were to default in this obligation, GBS would be entitled to foreclose on and sell these membership units at a public or private sale and apply the proceeds of such sale to satisfy this obligation. The result of such sale would be that Urban Spaces would no longer own UPLLC, which could materially and adversely affect the Company and the holders of its Common Stock.

As indicated above, the Company reduced its liability to GBS to $400,000 by selling the right to acquire 4 units to GBS and eliminated the remaining liability by exchanging the $450,000 of indebtedness for 450,000 shares of our Series B Convertible PIK Preferred Stock.

The Company believes that, in light of the fact that GBS acquired these units at preconstruction prices when financing for the project was not yet fully in place, the fact that the project was relatively advanced when the units were assigned to UPLLC, the rate of inflation in Argentina and        the general increase in real estate prices in that country, the price of the assignment was fair to UPLLC.

***GBS Fund***

Oscar Brito was involved personally in the acquisition by GBS Fund of the land on which the Las Naranjos 320 is to be constructed. For a description of his role therein, payments made by him, transfers made to and by him and the promissory note issued to him by UPLLC in connection with his        transfer of certain rights to UPLLC, see the first paragraph of “Business – Projects –Venezuela – The Las Naranjos 320 Project.” Mr. Brito has no present personal interest in this land.

GBS, in which Mr. Brito holds one-third of the shares, is the founder and manager of GBS Fund. It was intended and we orally agreed that GBS Fund would receive the following management fees under its operating agreement: (i) an annual fee of 2% of the amounts invested in GBS Fund by its        members and (ii) an additional fee equal to 7% of the total project costs for the Las Naranjas 320 Project. These project costs were to have included the value of the land, building materials, labor, professional fees and project manager fees. However, owing to a drafting error, the operating agreement did not provide for any such fees. GBS Fund has advised us that it intends to ask its members to amend the operating agreement to provide for these fees and if it does, we intend to vote        in favor of such amendment. We believe that these fees are fair, reasonable, competitive with fees charged by similar funds in Venezuela and that substantially all of them will be used to defray the expenses of GBS Fund associated with the Las Narajas 320 and its own administration. Mr. Brito receives no compensation from GBS Fund.

**Involvement in Certain Legal Proceedings**

None of the Company’s directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person        from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters, if any, that were dismissed without sanction or settlement.

**Director Independence**

Currently, the Company does not have any directors who are independent. The Company has used the definition of “independent director” set forth in NASDAQ Stock Market Listing Rule 5605(a)(2) to make this determination. This rule provides that an “independent director” is a person other than an        officer or employee of the Company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 

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This rule further provides that a director cannot be considered independent if:

-  he is, or at any time during the past three years was, an employee of the company; 

-  he or his family member accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions); 

-  his family member is, or at any time during the past three years was, an executive officer of the company; 

-  he or his family member is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); 

-  he or his family member is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or 

-  he or his family member is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. 

**Committees**

To date, the Company has not established any committees of its Board of Directors, including a compensation committee, nominating committee or an audit committee, although it is permitted to do so under the General Corporation Law of the State of Delaware and its by-laws. The Company believes that, until it begins to        develop a compensation plan for its officers and directors, a compensation committee is not necessary.

**Compliance with Section 16(a) of the Exchange Act**

Section 16(a) of the Exchange Act requires the registrant’s officers and directors, and persons who own more than 10% of a registered class of the registrant’s equity securities, to file reports of ownership and changes in ownership of equity securities of the Registrant with the Securities and Exchange        Commission. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish the registrant with copies of all Section 16(a) forms that they file.

**ITEM11. EXECUTIVE COMPENSATION**

**(a)     ****Compensation**

The following table sets forth compensation awarded to, earned by or paid to our Chief Executive Officer and the four other most highly compensated executive officers with compensation in excess of $100,000 for the years ended December 31, 2014 and 2013 (collectively, the “Named Executive Officers”).

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**SUMMARY COMPENSATION TABLE**

| **Name and principal position** | **Year** | **Salary** | **Bonus** | **Stock Awards** | **Option Awards** | **Non-Equity Incentive Plan Compensation** | **Nonqualified Deferred Compensation Earnings** | **All Other Compensation** | **Total**  |
|---------------------------------|----------|------------|-----------|------------------|-------------------|--------------------------------------------|-------------------------------------------------|----------------------------|------------|
|                            |     |       |      |             |              |                                       |                                            |                       |       |
| Oscar Brito, CEO and CFO        | 2014     | $15,000    | 0         | $4,000,000       | 0                 | 0                                          | 0                                               | 0                          | $4,000,000 |
|                            | 2013     | $15,000    | 0         | 0                | 0                 | 0                                          | 0                                               | 0                          | $15,000    |

***Employment Contracts***

We do not have an employment contract with any executive officer. We have made no long term compensation payouts.

***Compensation Analysis***

The Company is presently paying nominal compensation to its sole officer and director, Oscar Brito, as described under “Directors, Executive Officers, Promoters and Control Persons – Related Party Transactions –Employment Arrangement.” The Company believes that this        compensation is inadequate in light of the compensation that Mr. Brito might be able to obtain from other employers. In particular, the Company believes that adequate compensation for a person with Mr. Brito’s compensation at a company in a similar business and at a like stage of its development would involve a salary of approximately $150,000 per year, a cash bonus and non-cash incentive compensation based on the performance of the company, and stock options; these amounts are        substantially in excess of Mr. Brito’s present salary, which is $15,000 per year without any performance based compensation or stock options. The Company recognizes that it needs to develop compensation programs that will provide adequate cash and short- and long-term incentive compensation in order to attract and retain qualified officers and key employees, but the Company has not yet determined what the compensation program is designed to reward; the various elements of        compensation; why the Company chooses to pay each element; how it will determine the amount to be paid for each element (or the formula for such payment); and how its decisions regarding that element fit into its overall compensation objectives and affect decisions regarding other elements.

**(b)     Equity Awards, Grant Based Awards, Stock Options, Pension Benefits and Deferred Compensation**

**Grants of Plan Based Awards**

 

|             |                   | **Estimated future****payouts under                    equity incentive****plan awards** |             |
|-------------|-------------------|------------------------------------------------------------------------------------------|-------------|
| **Name**    | **Grant****Date** | **Threshold**                                                                            | **Maximum** | **Grant date fair****value of stockand option awards** |
| Oscar Brito | 11/19/14          | $0                                                                                       | $4,000,000  | $4,000,000 |

Under the Company’s Restricted Stock Plan, Mr. Brito was awarded 800,000,000 shares of restricted common stock on November 19, 2014. Although these shares had a market value of $24,000,000 on the grant date, their fair value is recorded at $4,000,000 in the table above because the market value of the shares that can vest under the        plan is limited to $4,000,000, as determined on the dates on which shares vest.

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Shares awardedto Mr. Brito vest as follows:

-  After the Companypublishes its audited annual financial statement for the year ended December 31, 2019, Mr. Britoshall receive a number of shares (subject tothe limitation that after shares having a market value of $2,000,000 have vested, he may receive shares having a maximum market value in any subsequent                    year), free of all restrictions, equal to the market value on the date of such publication,determined on the basis of the Last Price, as defined, of twenty percent (20%) of the sum of the amounts, ifany, shown as net income on the Corporation’sstatement of operations for the years ended December 31, 2019, 2018, 2017, 2016                    and 2015. 
-  
Foreach ofthe yearsended December 31, 2020,2021, 2022, 2023 and 2024, when the Corporation publishes its audited annual financial statements with respect to such                    year, he may receive a number of shares (subject tothe limitation that after shares having a market value of $2,000,000 have vested, he may receive shares having a maximum market value in any subsequent year), free of all restrictions, equal to the market value on the date of such publication,determined on the basis of the Last Price,as definedof twenty percent (20%) of the amount, if any, shown as net income onthe Corporation’sstatement of operations for such year.
 
-  
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 he shall have no further rights with respect to them.
 

Except as set forth above, the Company has never granted equity or grant based awards, stock options or pension benefits to its officers and has not entered into any deferred compensation plan or arrangement with them.

**(c)     Director Compensation**

The Company has never paid or deferred any compensation to its directors, nor has it ever granted stock or options awards, non-equity incentive plan compensation or pension to them.

**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

**Security****Ownership****of****Persons****Other****than****Management**

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of December 31, 2014, for each person, other than directors and executive officers, who is known by us to own beneficially five percent (5%) or more of its outstanding Common Stock.

**Security Ownership of Five Percent (5%) Stockholders**

| **Title of class** |  | **Name****and****address****of****beneficial****owner** |  | **Amount****and****nature****of****beneficial****ownership** |  | **Percent of****class** |
|--------------------|--|---------------------------------------------------------|--|--------------------------------------------------------------|--|-------------------------|
| Common Stock       |  | None                                                    |  | ----                                                         |  | ----                    |

**Security****Ownership****of****Management**

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of December 31, 2014, for the following: (1) each of our directors and executive officers and (2) our directors and executive officers as a group.

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**Security Ownership of Management**

| **Title of class**                                          |  | **Name** **of** B**eneficial** O**wner** |  | **Amount****and****nature****of B****eneficial** O**wnership(1)** |  | **Percent of****class(1)** |
|-------------------------------------------------------------|--|-----------------------------------------------|--|-------------------------------------------------------------------|--|----------------------------|
| Common Stock                                                |  | Oscar Brito                                   |  | 802,000,000                                                       |  | 94.7%                      |
|                                                             |  | Alexander Victor Batallés              |  | ----                                                              |  | ----                       |
| Directors and Executive officers as a group (2 persons) (1) |  |                                               |  | 802,000,000                                                       |  | 94.7%                      |

(1)      Based upon 846,555,925 shares of Common Stock outstanding as of December 31, 2013.

**ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**

None of our directors or executive officers or their respective immediate family members or affiliates is indebted to us. As of the date of this report, there is no material proceeding to which any of our directors, executive officers or affiliates is a party or has a material interest adverse to us.

**ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

***Audit Fees***

We were billed $14,500 for FY 2014 and $15,000 for FY 2013, and, for professional services rendered by the principal accountant for the audit of our annual financial statements, the review of our quarterly financial statements, and other services performed in connection with our statutory        and regulatory filings.

***Audit Related Fees***

There were $0 in audit related fees for FY 2014 and $0 in audit related fees for FY 2013. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the foregoing paragraph.

***Tax Fees***

Tax fees were $0 for FY 2014, and $0 for FY 2013.

***All Other Fees***

There were no other professional services rendered by our principal accountant during the last two fiscal years that were not included in the above paragraphs.

***Preapproval Policy***

Our Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Paritz & Company, P.A. as the Company’s        independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence.

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**PART IV**

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

(a)     Financial Statements and Schedules. The following financial statements and schedules for the Company as of December 31, 2013 are filed as part of this report.

(1)     Consolidated Financial statements of the Company.

(2)     Financial Statement Schedules:

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(A) EXHIBITS.

The following Exhibits are incorporated herein by reference or are filed with this report as indicated below.

| **Exhibit****No.** |  | **Description**                                                                                                                                                                                                                                                                                                                                         |
|--------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                |  | Agreement and Plan of Merger, dated as of August 10, 2012, by and among the Registrant, Strata Acquisition, Inc. and Urban Spaces, Inc. Incorporated by reference to Exhibit 2.1 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                    |
| 3.1                |  | Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                                                                            |
| 3.2                |  | Certificate of Conversion from Florida corporation to Delaware corporation filed in Florida. Incorporated by reference to Exhibit 3.5 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                               |
| 3.3                |  | Certificate of Conversion from Florida corporation to Delaware corporation filed in Delaware. Incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                              |
| 3.4                |  | Certificate of Amendment to Certificate of Incorporation dated January 18, 2008. Incorporated by reference to Exhibit 3.7 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                                           |
| 3.5                |  | Certificate of Amendment to Certificate of Incorporation dated March 31, 2010. Incorporated by reference to Exhibit 3.8 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                                             |
| 3.6                |  | Articles of Merger. Incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                                                                                                        |
| 3.7                |  | Certificate of Amendment to Certificate of Incorporation dated October 26, 2012 and filed October 31, 2012, changing corporate name of the Registrant to Metrospaces, Inc. Incorporated by reference to Exhibit 3.7 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                 |
| 3.8                |  | Bylaws. Incorporated by reference to Exhibit 3.9 to Registration Statement on Form S-1, Registration No. 333-166237.                                                                                                                                                                                                                                    |
| 3.9                |  | Certificate of Designation of Series B PIK Convertible Preferred Stock. Filed as Exhibit 3.1 to Current Report on Form 8-K filed by the Registrant on February 20, 2015, and incorporated herein by reference.                                                                                                                                          |
| 10.1               |  | Form of Stock Purchase Agreement. Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                                                                                         |
| 10.2               |  | Form of Registration Rights Agreement. Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                                                                                    |
| 10.3               |  | Exchange Agreement, dated as of August 13, 2012, by and between Registrant and Richard S. Astrom. Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                         |
| 10.4               |  | Promissory Note, dated August 13, 2012, made by the Registrant in favor of Richard S. Astrom. Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                             |
| 10.5               |  | Pledge Agreement, dated August 13, 2012, made by the Registrant in favor of Richard S. Astrom. Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                            |
| 10.6               |  | Promissory Note, dated April 20, 2012, made by Urban Properties, LLC in favor of Oscar Brito. Incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                             |
| 10.7               |  | Assignment of Rights and Obligations between GBS Capital Partners and Urban Properties, LLC, entered into on April 20, 2012. Incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                           |
| 10.8               |  | Letter Agreement, dated March 22, 2013, between GBS Capital Partners and Urban Properties, LLC. Incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                        |
| 10.9               |  | Membership Interest Pledge Agreement, dated April 13, 2012, given by Urban Spaces, Inc. to GBS Capital Partners, Inc. Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333- 186559.                                                                                                 |
| 10.10              |  | Agreement, entered into on February 10, 2012, between Alonso Francisco Van der Biest and Añez y Ana Belén Espinoza de Van der Biest, on the one hand, and Oscar Antonio Brito Rojas, on the other hand. Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-186559. |
| 10.11              |  | Assignment, dated April 20, 2012, from Oscar Brito to Urban Properties, LLC. Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-186559                                                                                                                                           |
| 10.12              |  | Subscription Agreement, dated September 11, 2012, between Urban Properties, L.L.C. and GBS Real Estate Fund I, L.L.C. Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333- 186559.                                                                                                |
| 10.13              |  | Assignment, dated December 3, 2012, from Urban Properties, L.L.C. to GBS Real Estate Fund I, L.L.C. Incorporated by refernce to Exhibit 10.13 to Amendment No. 1 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                    |
| 10.14              |  | Promissory Note Exchange Agreement, dated as of February 19, 2014, by and between the Company and Richard S. Astrom. Incorporated by reference to Exhibit 10.14 to Current Report of the Registrant on Form 8-K, dated March 13, 2014.                                                                                                                  |
| 10.15              |  | Convertible Promissory Note, dated as of February 19, 2014, made by the Company in favor of Richard S. Astrom. Incorporated by reference to Exhibit 10.15 to Current Report of the Registrant on Form 8-K, dated March 13, 2014.                                                                                                                        |
| 10.16              |  | Agreement by and among Promotora Alon-Bell, C.A., GBS Real Estate Fund I, LLC, and Alimentos Globalia C.A., signed on January 20, 2014. Filed as Exhibit 10.16 to Annual Report of Registrant on Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.                                                                  |
| 10.17              |  | Contrato de Trabajo, dated as of February 19, 2015, by and between Registrant and Carlos Daniel Silva. Filed as Exhibit 10.1 to Current Report on Form 8-K filed by the Registrant on February 20, 2015, and incorporated herein by reference.                                                                                                          |
| 10.18              |  | Exchange Agreement, dated as of February 19, 2015, by and between Registrant and the Exchangers named therein. Filed as Exhibit 10.2 to Current Report on Form 8-K filed by the Registrant on February 20, 2015, and incorporated herein by reference.                                                                                                  |
| 10.19              |  | Contrato de Compraventa de Acciones, dated January 13, 2015, by and between MRT Consulting S.A. and the Registrant. Filed as Exhibit 10.1 to Current Report on Form 8-K filed by the Registrant on January 21, 2015, and incorporated herein by reference.                                                                                              |
| 10.20              |  | Convertible Promissory Note, dated January 13, 2015, made by Registrant in favor of MRT Consulting S.A. Filed as Exhibit 10.2 to Current Report on Form 8-K filed by the Registrant on January 21, 2015, and incorporated herein by reference.                                                                                                          |
| 10.21              |  | Restricted Stock Plan of the Registrant. Filed as Exhibit 10.2 to Current Report on Form 8-K filed by the Registrant on November 19, 2014, and incorporated herein by reference.                                                                                                                                                                        |
| 10.22              |  | Award Agreement, dated November 5, 2014, between the Registrant and Oscar Brito. Filed as Exhibit 10.3 to Current Report on Form 8-K filed by the Registrant on November 19, 2014, and incorporated herein by reference.                                                                                                                                |
| 10.23              |  | Boleto de Compraventa, dated December 5, 2014, by and between the Registrant and GBS Capital Partners. Filed as Exhibit 10.23 to Annual Report on Form 10-K filed by the Registrant on April 15, 2015, and incorporated herein by reference.                                                                                                            |
| 21.1               |  | Subsidiaries of the Registrant. Incorporated by reference to Exhibit 21.1 to Amendment No. 2 to Registration Statement on Form S-1, Registration No. 333-186559.                                                                                                                                                                                        |
| 31.1               |  | Certification of the Chief Executive Office of Metrospaces, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                                                                                                             |
| 32.1               |  | Certification of the Principal Financial and Accounting Officer of Metrospaces, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                                                                                         |

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**SIGNATURES**

In accordance with Section 13 or 15(d) 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.

**METROSPACES, INC.**

By: /s/ Carlos Daniel SilvaName: Carlos Daniel Silva        Title: Chief Executive Officer         Date: April 22, 2015

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Carlos Daniel Silva         Name: Carlos Daniel Silva         Title: Chief Executive Officer, Acting Chief Financial Officer, Director         Date: April 22, 2015

/s/ Oscar Brito             Name: Oscar Brito        Title: Director        Date: April 22, 2015

/s/ Alexander Victor Batallés             Name: Alexander Victor Batallés        Title: Director        Date: April 22, 2015

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