Amended Statement of Ownership (sc 13g/a)
16 February 2022 - 8:44AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 6)*
METROSPACES,
INC.
(Name
of Issuer)
Common
Stock $0.000001 par value
(Title
of Class of Securities)
59266V304
(CUSIP
Number)
February
14, 2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
59266V304
|
13G/A
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Page
2 of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Financial, LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
100,000,000
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
100,000,000
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000,000
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.42%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 59266V304
|
13G/A
|
Page 3
of 7 Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EMA Group, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
100,000,000
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
100,000,000
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000,000
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.42%
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
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CUSIP No. 59266V304
|
13G/A
|
Page 4
of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felicia Preston
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
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3.
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SEC
USE ONLY
|
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4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
100,000,000
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
100,000,000
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000,000
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.42%
|
|
12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 59266V304
|
13G/A
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Page 5
of 7 Pages
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned:
100,000,000 shares of Common Stock as of February 14, 2022.
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(b)
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Percent of class: 0.42%
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The Reporting Persons’ beneficial ownership of 100,000,000
shares of Common Stock constitutes 0.42% of all the outstanding shares of Common Stock, based upon 23,600,000,000 shares of Common Stock
outstanding as of January 10, 2022, as reported by the Issuer’s Transfer Agent to OTCMarkets.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote of
0.
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(ii)
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Shared power to vote or to direct the vote 100,000,000.
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(iii)
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Sole power to dispose or to direct the disposition
of 0.
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(iv)
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Shared power to dispose or to direct the disposition
of 100,000,000.
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EMA Group, LLC (“EMA Group”) is the investment
manager of EMA Financial, LLC (“EMA”), and Felicia Preston (“Preston”) is the managing member of EMA Group. Therefore,
each of EMA Group and Preston may be deemed to have voting and investment power over the securities. Each of EMA Group and Preston expressly
disclaims any equitable or beneficial ownership of such securities.
Instruction. For computations regarding
securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☒.
Instruction. Dissolution of a group requires a response to this
item.
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CUSIP No. 59266V304
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13G/A
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Page 6
of 7 Pages
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Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not
Applicable
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
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(a)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP No. 59266V304
|
13G/A
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Page 7
of 7 Pages
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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2/14/2022
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Date
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/s/
Felicia Preston
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Signature
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Felicia
Preston/Director
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Name/Title
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