METROSPACES, INC. (OTCMKTS:MSPC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2017, the Registrant and Leandro Jose Iglesias in
representation of all of the members of Etelix.Com USA LLC
(Etelix), and its members entered into a Transaction Agreement
under which the Registrant agreed to acquire 51% of the
membership units in Etelix and the members of Etelix agreement
agreed to transfer certain property owned by them (the Additional
Assets) to Etelix for $240,000 in cash to be paid to them by the
Registrant and the issuance to them of an unspecified number of
shares of Registants Pay-in-Kind Convertible Preferred Stock
having a value of $1,800,000. The Seller agreed to reinvest in
the Registrant 38.89% of the proceeds of the sale of shares of
common stock received upon conversion of the preferred stock, up
to $700,000. The Seller and certain of its members have the the
option to convert any part or all of their remining membership
units into stock of the Registrant. The value for the conversion
of the stock will be a function of a conversion factor multiplied
by Exelis EBITDA during the 12 months immediately prior to the
date on which the conversion is requested. The conversion factor
will be determined by dividing $4,000,000 into Etelix accumulated
EBITDA for its 2016 fiscal year.
On April 25, 2017, the Transaction Agreement was amended to
provide that the purchase price would remain $240,000, of which
$10,000 was to be payable on the Closing Date by check or wire
transfer upon the transfer of 51% of the membership units in
Etelix and the Additional Assets to Etelix in accordance with the
terms of the Transaction Agreement and $230,000 of which was to
be payable 90 days after the Closing Date and 18,000 shares of
the Registrants Series D PIK Convertible Preferred Stock.
The assets to be transferred under the Transaction Agreement do
not include New Life Omega Services, Inc., a company created
under the laws of the Republic of Panama; NL Omega Services, LLC,
a company incorporated under the laws of the State of Florida;
Etelix Net Communications Services, Corp., a company created
under the laws of the British Virgin Islands; or any of its local
and retail businesses including: Future Voyze LLC; Perfect Voyze
LLC; Soluciones Latincom C.A.; Mitelco LLC; Etelix.com Peru;
Etelix Group SL; and Etelix.com UK.
With respect to Future Voyze LLC and Perfect Voyze LLC, these
companies and Etelix have entered into an agreement under which
Etelix will receive all assets resulting from the liquidation of
Future Voyze LLC and all of those assets are to be transferred
from Etelix.com USA LLC to Perfect Voyze LLC once it had been
granted a telecommunications license by the Federal
Communications Commission.
Etelix is a Miami-based, FCC-licensed voice, SMS and data
carrier. The company’s principal products and services are
international voice wholesale operations and distribution,
residential and commercial data and voice services and data
hosting services. Etelix is planning to develop and construct
build-to-suit data hosting centers in secondary markets across
the United States.
Etelix was founded in 2007 and has been profitable since its
inception. Its revenue and net income for 2015 were $1,166,944
and $22,988, respectively, and increased to $4,067,807 and
$56,044, respectively, for 2016. Management believes, but cannot
assure, that Etelix revenue will grow to $7-8 million in 2017.
Attached to this Report as Exhibit 99.1 and 99.2 are Etelix
unaudited financial statements, which were not prepared in
accordance with Regulation S-X, for the fiscal years ended
December 31, 20126 and December 31, 2015, respectively.
The management of Etelix prior to the acquisition will remain.
Further information about Etelix may be found at its website,
www.etelix.com.
Section 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On June 7, 2017, the transaction described in Item 1.01 was
closed. The information required by Item 2.01 is set forth in
Item 1.01 and is incorporated herein by reference.
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Section 8 – Other Events
Item 8.01 Other Events.
On April 17 2017, the Registrants board of directors adopted
resolutions under which, until April 17, 2018, the Registrant
would not, prior to April 17, 2018, adopt, among other things, an
amendment to its certificate of incorporation effecting or
permitting a reverse split of its common stock without the
favorable vote of the Independent Stockholders, as defined
therein. The text of these resolutions is as follows:
RESOLVED, that, until April 17, 2018, the Corporation shall not,
without the favorable vote of a majority of the shares of common
stock, par value $0.000001 per share (the Common Stock), held by
persons other than the officers and directors of the Corporation
and their affiliates (Independent Stockholders), (i) adopt any
amendment to its certificate of incorporation that effects or
permits any combination of the Common Stock (sometimes referred
to a reverse split) or (ii) adopt any amendment thereto that
reclassifies or permits the reclassification of the Common Stock
or permits the issuance of another class or series of Common
Stock; but the Corporation may, without the favorable vote of
Independent Stockholders, merge into another corporation, such
that the Common Stock shall be converted into shares of the
common stock of such other corporation, provided that such
shares, upon such merger, (i) shall be the only class or series
of common stock issued by such corporation and (ii) may be
immediately sold in the public securities markets in unlimited
amounts (except by affiliates of the Corporation or of such
corporation); and
RESOLVED FURTHER, that the foregoing resolution shall not be
altered, amended or rescinded unless authorized by the favorable
vote of Independent Stockholders.
These resolutions extend resolutions of like tenor, adopted on
February 29, 2016, under which the Registrant would not, prior to
February 28, 2017, adopt, among other things, an amendment to its
certificate of incorporation effecting or permitting a reverse
split of its common stock without the favorable vote of the
Independent Stockholders
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required will be filed by amendment not
later than 71 calendar days after June 12, 2017.
(b) Pro forma financial information.
The financial information required will be filed by amendment not
later than 71 calendar days after June 12, 2017.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as
part of this Current Report:
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EXHIBIT INDEX
Exhibit Description
10.1 Transaction Agreement, dated April 10, 2017, by and between
the Registrant and Leandro Jose Iglesias in representation of all
of the members of Etelix.Com USA LLC and its members.
10.2 Amendment, dated April 25, 2017, of the Transaction
Agreement.
99.1 Unaudited Financial Statements of Etelix.Com USA LLC for the
year ended December 31, 2016.
99.2 Unaudited Financial Statements of Etelix.Com USA LLC for the
year ended December 31, 2015.
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METROSPACES, INC. ExhibitEX-10.1 2 mspc8k061917ex10_1.htm Exhibit 10.1 TRANSACTION AGREEMENT THIS TRANSACTION AGREEMENT ("Agreement") is made as of the 10 day of April,…To view the full exhibit click here About METROSPACES, INC. (OTCMKTS:MSPC)
Metrospaces, Inc. is a real estate private equity firm specializing in small and medium-sized real estate deals. The Company also invests in real estate-based operating companies, such as hotel operators and real estate-based corporate reorganizations. The Company acquires land, designs, builds and develops then resells condominiums and Luxury High-End Hotels, principally in urban areas Latin America. The Company also acquires condominiums that are under construction for resale. It sells condominiums at different prices, depending principally on their location, size and level of options and amenities to customers. Its projects are located in Buenos Aires, Argentina, and Caracas, Venezuela. The Company’s projects include El Naranjo Yunga Estates, Ikal Lodge & Winery, Hotel Santo Cristo de Pariaguan and Tulasi Luxury Villa Spa and Hotel. Its projects also include Chacabuco Project, Los Naranjos 320 Project and Las Naranjos 450 Project.
