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EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - METRO ONE DEVELOPMENT, INCmetro_oct312010q311.txt
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - METRO ONE DEVELOPMENT, INCmetro_oct312010q312.txt
EX-32.1 - CERTIFICATION OF OFFICERS PURSUANT - METRO ONE DEVELOPMENT, INCmetro_oct312010q321.txt

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

                                 Form 10-Q


 [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934


                For the quarterly period ended October 31, 2010

                                      OR

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                 ACT OF 1934

           For the transition period from _________ to __________

                     Commission File Number: 333-61538

                         METRO ONE DEVELOPMENT, INC.
                         ---------------------------
              (Exact name of registrant as specified in its charter)



            DELAWARE                                  98-0231687
      ----------------------                         --------------
   (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)


           125 Avenida Mesita, San Clemente, California 92673
       ---------------------------------------------------------
                  (Address of principal executive offices)

                              (949) 682-7891
                          ---------------------
           (Registrant's telephone number, including area code)

                              Not Applicable
                          ---------------------
(Former name, former address and former fiscal year, if changed since last
 report)


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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or such
shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]


Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filed, a non-accelerated filed, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of December 17, 2010 the Issuer had 447,495,969 shares of common stock issued and outstanding, par value $0.0001 per share.
METRO ONE DEVELOPMENT, INC. (A Development Stage Company) QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED OCTOBER 31, 2010 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1 - Balance Sheets as of October 31, 2010 (unaudited) and July 31, 2010 (audited).......................................F1 Statements of Operations for the Three Months ended October 31, 2010 and 2009 and from May 1, 2009 to October 31, 2010 (Unaudited)...................................F2 Statements of Cash Flows for the Three Months Ended October 31, 2010 and 2009 and from May 1, 2009 to October 31, 2010 (Unaudited)...................................F3 Notes to Financial Statements (Unaudited).....................F4 - F8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations...............................................4 Item 3 - Quantitative and Qualitative Disclosures About Market Risk..........8 Item 4T - Controls and Procedures.............................................9 PART II - OTHER INFORMATION Item 1 - Legal Proceedings...................................................9 Item 1A - Risk Factors.......................................................10 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........11 Item 3 - Defaults Upon Senior Securities....................................12 Item 4 - Submission of Matters to a Vote of Security Holders................12 Item 5 - Other Information .................................................12 Item 6 - Exhibits...........................................................12
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. METRO ONE DEVELOPMENT, INC. (A Development Stage Company) BALANCE SHEETS October 31, July 31, 2010 2010 (Unaudited) (Audited) ------------ ------------ ASSETS Current assets Cash $ -- $ -- ------------ ------------ Total current assets -- -- ------------ ------------ Total assets $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses $ 7,033,922 $ 6,868,542 Accounts payable due to related party 964,000 874,000 Dividend payable - Series B 1.5% convertible preferred stock 495,000 450,000 Loans payable to related party 434,153 407,677 Legal settlement 1,352,602 1,322,619 ------------ ------------ Total current liabilities 10,297,677 9,922,838 ------------ ------------ Total liabilities 10,297,677 9,922,838 ------------ ------------ Stockholders' deficit Conditionally redeemable convertible preferred stock; Series B 1.5% convertible preferred stock 1,000,000 1,000,000 ------------ ------------ Preferred stock; $0.01 par value; 1,000,000 shares authorized, 0 and 0 issued and outstanding, respectively -- -- Common stock; $0.0001 par value; 1,000,000,000 shares authorized, 447,495,969 and 322,495,969 issued and outstanding, respectively 44,749 32,249 Additional paid-in capital 22,285,889 22,173,389 Accumulated other comprehensive income 38,900 127,382 Accumulated deficit (28,955,560) (28,955,560) Accumulated deficit since reentering development stage (4,693,655) (4,300,298) ------------ ------------ Total stockholders' deficit (11,297,677) (10,922,838) ------------ ------------ Total liabilities and stockholders' deficit $ -- $ -- ============ ============ The accompanying notes are an integral part of the financial statements. F1
METRO ONE DEVELOPMENT, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) Cumulative amounts Since Reentering For the three months Development Stage ended October 31, May 1, 2009 to 2010 2009 October 31, 2010 ------------ ------------ ------------ Sales $ -- $ -- $ -- Cost of revenues -- -- -- ------------ ------------ ------------ Gross profit -- -- -- ------------ ------------ ------------ Operating expenses Consulting 215,000 90,000 3,347,275 Selling, general and administrative 109 23,370 154,232 ------------ ------------ ------------ Total operating expenses 215,109 113,370 3,501,507 ------------ ------------ ------------ Other income (expense) Gain on recovery of previously written-off receivable -- -- 98,570 Interest (133,248) (86,763) (604,285) Loss on settlement -- -- (416,433) ------------ ------------ ------------ Total other income (expense) (133,248) (86,763) (922,148) ------------ ------------- ------------ Net loss (348,357) (200,133) (4,423,655) Preferred stock dividend (45,000) (45,000) (270,000) ------------ ------------ ------------ Net loss attributable to common stockholders $ (393,357) $(245,133) $(4,693,655) ------------ ------------ ------------ Other comprehensive income (loss) Foreign currency translation adjustments (88,482) 37,397 1,332,797 Comprehensive loss $(481,839) $(207,736) $(3,360,858) ============ ============ ============ Earnings per share computation: Net loss per common share - Basic and diluted $ (0.00) $ (0.01) ============ ============ Weighted average common shares outstanding - basic and diluted 359,180,752 22,495,969 ============ ============ The accompanying notes are an integral part of the financial statements. F2
METRO ONE DEVELOPMENT, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the three months From ended October 31, May 1, 2009 to 2010 2009 October 31, 2010 ------------ ----------- ------------- Cash flows from operating activities: Net loss $ (348,357) $ (200,133) $(4,423,655) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 125,000 -- 428,050 Interest earned on due from Vital Products, Inc. -- -- 1 Loss on settlement -- -- 416,433 Changes in operating assets and liabilities: Change in accounts payable and accrued expenses 285,363 144,999 4,327,042 ------------ ------------ ------------ Net cash provided by (used in) operating activities 62,006 (55,134) 747,871 ------------ ------------ ------------ Cash flows from financing activities: Payments on long term debt -- -- 88,705 Proceeds from related party loan 26,476 17,167 185,844 Dividend paid on preferred stock -- -- (180,000) ------------ ------------ ------------ Net cash provided by (used in) financing activities 26,476 17,167 94,549 ------------ ------------ ------------ Effect of foreign currency exchange (88,482) 37,967 (842,451) Net change in cash -- -- (31) Cash, beginning of period -- -- 31 ------------ ------------ ------------ Cash, end of period $ -- $ -- $ -- ============ ============ ============ The accompanying notes are an integral part of the financial statements. F3
METRO ONE DEVELOPMENT, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2010 AND 2009 (Unaudited) 1. BASIS OF PRESENTATION AND HISTORY OF THE COMPANY Basis of presentation - The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-K for the year ended July 31, 2010 of Metro One Development, Inc. (the "Company"). The interim financial statements present the balance sheet, statements of operations and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of October 31, 2010 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are the normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. History of the Company - Metro One Development, Inc., formerly known as On The Go Healthcare, Inc. (the "Company"), formerly doing business as On The Go Technologies Group, was incorporated on July 21, 2000 in the State of Delaware. In October 2003, the Company acquired the assets and liabilities of Compuquest, Inc. through its subsidiary the International Mount Company. On May 18, 2004, the Company signed an agreement to acquire substantially all of the assets and assume the liabilities of Vital Baby Innovations Inc. The acquisition was completed in June 2004. On February 28, 2005, the Company acquired 1637033 Ontario Limited and its wholly-owned subsidiary, Helios/Oceana Ltd., an Ontario-based company, that provides IT professional services. The Company paid for this acquisition by acting on a security agreement on a note receivable. In July 2005, the Company sold all of the significant assets in its childcare division to Vital Products, Inc. On July 19, 2005, the Company acquired Infinity Technologies Inc., a computer hardware provider. In January 2006, the Company purchased Island Corporation, a company involved in computer hardware distribution focusing in the medical field. In January 2006, the Company completed the purchase of Solutions In Computing Inc., a supplier of computer hardware and software focusing in the entertainment field. During May 2006, the Company amalgamated all of its subsidiaries into On the Go Technologies, Inc. Accordingly, as of July 31, 2007, the Company conducts its operations directly. F4
On March 18, 2008, the Company entered into a binding agreement with FTS Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS agreed to purchase certain assets of the Company's value-added reseller business unit, d/b/a On The Go Technologies Group, including its goodwill and intellectual property. On June 6, 2008, the Company agreed to amend certain terms of the binding agreement. On July 14, 2008, FTS notified the Company that it intended to terminate this transaction. The Company believes FTS has breached its agreements with it and that the promissory note issued pursuant to the binding agreement, as amended, is in default. The Company intends to pursue all remedies that are available to it. As of March 18, 2008 the Company discontinued all operations as a valued-added reseller. As a result of the sale of the value-added reseller business, the Company changed its business focus to that of a custom builder and property developer in the Greater Toronto Area in Canada and subsequently changed its name from On The Go Healthcare, Inc. to Metro One Development, Inc. on April 14, 2008. On May 1, 2009 we were redefined as a development stage company and on June 1, 2009, the Company began marketing a series of interactive media displays, specializing in touchless, gesture - hand and body motion enabled software solutions for interfacing with consumers. Thus on May 1, 2009, the Company entered into a development stage accumulating a net loss of $4,423,655 from May 1, 2009 to October 31, 2010. Going concern - The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has nominal assets, liabilities totaling $10,297,677 and net losses for the three months ended October 31, 2010 totaling $348,357. The Company's ability to raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations and its ultimate transition to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 2. SIGNIFICANT ACCOUNTING POLICIES Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting period. Financial statement items subject to significant management judgment include the allowance for doubtful accounts and stock-based compensation, as well as income taxes and loss contingencies. Actual results could differ from those estimates. Foreign currency translation - The Company considers the functional currency to be the local currency being Canadian dollars and, accordingly, its financial information is translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from translation of financial statements are included as a component of other comprehensive income (loss) within stockholders' equity. F5
Revenue recognition - The Company recognizes revenue in accordance ASC Topic 605 - Revenue Recognition. Under Topic 605, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. The Company generally recognizes revenue at the time of delivery of goods. Sales are reflected net of discounts and estimated returns. Amounts billed to customers for shipping and handling are recorded as sales revenues. Costs incurred for shipping and handling are included in cost of sales. Cash and cash equivalents - Cash equivalents comprise highly liquid investments with original maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At October 31, 2010 and 2009, the Company had no cash equivalents. Allowance for doubtful accounts - The allowance for doubtful accounts is maintained to provide for losses arising from customers' inability to make required payments. If there is a deterioration of the credit worthiness of the Company's customers and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. Income taxes - The Company accounts for its income taxes in accordance ASC Topic 740 - Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. 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 operations in the period that includes the enactment date. Stock-based compensation - The Company recognizes stock-based compensation in accordance with ASC Topic 718 - Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 - Equity-Based Payments to Non-Employees, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 505. Earnings (loss) per share - The Company reports earnings (loss) per share in accordance with ASC Topic 260 - Earnings per Share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise of options and warrants to purchase common shares would have an anti-dilutive effect. F6
2. SIGNIFICANT ACCOUNTING POLICIES (continued) Comprehensive income (loss) - The Company has adopted ASC Topic 220 - Comprehensive Income, which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, Topic 220 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is displayed in the statement of stockholders' deficit and in the balance sheet as a component of stockholders' deficit. New accounting pronouncements In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 did not have a material impact on our financial position, results of operations or cash flows. In April 2010, the FASB issued ASU No. 2010-13, "Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades" ("ASU 2010-13"). ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company's condensed consolidated financial statements. In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 did not have a material impact on our financial position, results of operations or cash flows. F7
3. STOCKHOLDERS' EQUITY On October 4, 2010, we issued 125,000,000 shares of our common stock for an aggregate fair value of $125,000 based on the services provided to the Company to consultants to develop the product and market for our interactive displays. Stock options - During the three months ended October 31, 2010 and 2009, the Company granted -0- and -0- options, respectively. As of October 31, 2010 and 2009, the Company had options outstanding of -0- and -0-, respectively. Warrants - During the three months ended October 31, 2010 and 2009, the Company issued warrants for -0- and -0- shares of common stock, respectively. As of October 31, 2010 and 2009, the Company had warrants outstanding of -0- and -0-, respectively. 4. PRIOR PERIOD AMOUNTS INCLUDED IN THE DEVELOPMENT STAGE COMPANY On May 1, 2009, the Company was redefined as a development stage company in accordance with ASC Topic 915 Development Stage Entities and its requirements. The equity accounts at May 1, 2009 were as follows: Common stock $ 2,249 Additional paid-in capital 21,903,389 Accumulated other comprehensive income 1,371,697 Accumulated deficit (28,955,560) These amounts are included in the equity accounts during the entire development stage of the Company. All amounts recorded in the "from May 1, 2009 to October 31, 2010" category as comparative amounts have been accumulated since May 1, 2009. 5. RELATED PARTY TRANSACTIONS a) During the three months ended October 31, 2010 and 2009 the Company paid rent of approximately $7,221 and $6,928, respectively, to a company related to a director of the Company. This related party transaction is not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with an independent party. Management believes the terms of these transactions were more favorable to the Company than would have been attained had the transactions been negotiated at arm's length. 5. RELATED PARTY TRANSACTIONS (continued) b) Included in current liabilities at October 31, 2010 is accounts payable $964,000 and loans payable $434,153 and at July 31, 2010 is accounts payable of $874,000 and loans payable of $407,677, which is due to The Cellular Connection Ltd., a Company owned and controlled by the Company's President and CEO. The amounts due to the Cellular Connection Ltd. are non-interest bearing, unsecured and due on demand. F8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this Form 10-Q and in our Form 10-K filed January 10, 2011, for the year ended July 31, 2010, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Form 10-K filed January 10, 2011, for the year ended July 31, 2010. OVERVIEW History of the Company - Metro One Development, Inc., formerly known as On The Go Healthcare, Inc. (the "Company"), formerly doing business as On The Go Technologies Group, was incorporated on July 21, 2000 in the State of Delaware. In October 2003, the Company acquired the assets and liabilities of Compuquest, Inc. through its subsidiary the International Mount Company. On May 18, 2004, the Company signed an agreement to acquire substantially all of the assets and assume the liabilities of Vital Baby Innovations Inc. The acquisition was completed in June 2004. On February 28, 2005, the Company acquired 1637033 Ontario Limited and its wholly-owned subsidiary, Helios/Oceana Ltd., an Ontario-based company, that provides IT professional services. The Company paid for this acquisition by acting on a security agreement on a note receivable. In July 2005, the Company sold all of the significant assets in its childcare division to Vital Products, Inc. On July 19, 2005, the Company acquired Infinity Technologies Inc., a computer hardware provider. In January 2006, the Company purchased Island Corporation, a company involved in computer hardware distribution focusing in the medical field. In January 2006, the Company completed the purchase of Solutions In Computing Inc., a supplier of computer hardware and software focusing in the entertainment field. During May 2006, the Company amalgamated all of its subsidiaries into On the Go Technologies, Inc. Accordingly, as of July 31, 2007, the Company conducts its operations directly. 4
On March 18, 2008, the Company entered into a binding agreement with FTS Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS agreed to purchase certain assets of the Company's value-added reseller business unit, d/b/a On The Go Technologies Group, including its goodwill and intellectual property. On June 6, 2008, the Company agreed to amend certain terms of the binding agreement. On July 14, 2008, FTS notified the Company that it intended to terminate this transaction. The Company believes FTS has breached its agreements with it and that the promissory note issued pursuant to the binding agreement, as amended, is in default. The Company intends to pursue all remedies that are available to it. As of March 18, 2008 the Company discontinued all operations as a valued-added reseller. As a result of the sale of the value-added reseller business, the Company changed its business focus to that of a custom builder and property developer in the Greater Toronto Area in Canada and subsequently changed its name from On The Go Healthcare, Inc. to Metro One Development, Inc. on April 14, 2008. On May 1, 2009 we were redefined as a development stage company and on June 1, 2009, we began marketing a series of interactive media displays, specializing in touchless, gesture - hand and body motion enabled software solutions that provide an innovative new way of interfacing with consumers. We believe this technology is rapidly becoming one of the most effective ways of engaging people in a public space, providing both entertainment and relevant information. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventories, impairment of long-term assets, stock-based compensation, income taxes and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the Financial Statements: Foreign Currency Translation We consider the functional currency to be the local currency being Canadian dollars and, accordingly, our financial information is translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from translation of foreign exchange are included as a component of other comprehensive income (loss) within stockholders' deficit. Revenue Recognition We recognize revenue in accordance ASC Topic 605 - Revenue Recognition. Under Topic 605, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. We generally recognize revenue at the time of delivery of goods. Sales are reflected net of discounts and estimated returns. Amounts billed to customers for shipping and handling are recorded as sales revenues. Costs incurred for shipping and handling are included in cost of sales. 5
Stock-based compensation We recognize stock-based compensation in accordance with ASC Topic 718 - Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 - Equity-Based Payments to Non-Employees, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 505. RESULTS OF OPERATIONS COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 AND 2009. Revenues We did not generate any revenues from sales for the three month periods ended October 31, 2010 and 2009. As a result of our recent change in business, focusing on interactive media displays, we have not generated any sales from operations. Cost of Sales We did not incur any cost of sales for the three month periods ended October 31, 2010 and 2009. As a result of our recent change in business focus, we have not incurred any cost of sales from operations. Gross Profit Our gross profit for the three month periods ended October 31, 2010 and 2009 totaled $0 in each period. Selling, General and Administrative Expenses Selling, general and administrative Expenses decreased to $109 for the three months ended October 31, 2010, from $23,370 for the three months ended October 31, 2009. We are continuing to evaluate our staffing needs and other administrative expenses in order to determine how to operate and grow our business efficiently as we develop our new business model. During the three months ended October 31, 2010, we issued 125,000,000 shares of common stock valued at $125,000 for services provided by our consultants to develop our product. Interest and Financing Expense Interest expense of $133,248 and $86,763 represents estimated interest charges on judgments and claims against the Metro One for the three month periods ended October 31, 2010 and 2009, respectively. No new promissory notes were issued for the three months ended October 31, 2010. Net loss Our net loss of $348,357 for the three months ended October 31, 2010, compared to a net loss of $200,133 for the three months ended October 31, 2009, was attributable to a decrease in our administrative expenses. 6
Liquidity and Capital Resources As of October 31, 2010, we had current assets of $0 and current liabilities of $10,297,677, resulting in a working capital deficit of $10,297,677. For the three months ended October 31, 2010, cash provided by operations was $62,006, as compared to cash used in operations of $55,134 for the three months ended October 31, 2009. The increase in cash from operations is due to the appreciation in valuation of the Canadian dollar relative to the United States dollar during the three months ended October 31, 2010. As the Company's financial statements are reported in United States dollars, unpaid liabilities due in Canadian dollars have increased in value upon translation, which has increased accounts payable and has been primarily responsible for the foreign exchange loss reported in accumulated other comprehensive income. The increase in accounts payable is reported as providing cash from operations in the statement of cash flows. For the three months ended October 31, 2010 and 2009, cash used in investing activities was $0. For the three months ended October 31, 2010, cash provided by financing activities was $26,476 as compared to cash used in financing activities of $17,167 for the three months ended October 31, 2009. The primary source of financing for the three month period ended October 31, 2010 has been advances from a related party. We believe the cash flow from operating activities and capital raised, as needed, through existing debt financing will not be sufficient to provide necessary capital for our operations for the next twelve months. FINANCING ACTIVITIES In July 2005, we entered into an equity line of credit agreement through a convertible debt facility with Laurus Master Fund, Ltd. granting us access to borrow up to $5,500,000. The financing consisted of a $500,000 secured term loan and a $5,000,000 secured revolving note. On January 13, 2006, we agreed to revise the financing facility with Laurus. The revised facility consists of (i) a $500,000 Secured Convertible Note, (ii) a Secured Convertible Minimum Borrowing Note, and (iii) a Secured Revolving Note (collectively, the "Amended and Restated Notes"). The Amended and Restated Notes are secured by a security interest in substantially all of our assets. Pursuant to the Agreement, we agreed to amend the conversion price to $0.50 and the exercise price of the warrants to $0.65. As of October 31, 2010, the balance due on the Amended and Restated Notes totaled $1,352,602, which includes an estimate for interest and legal fees. A judgment was received by Laurus Master Fund, Ltd., on September 17, 2009, against Metro One Developments, Inc. of $1,243,549. MATERIAL TRENDS AND UNCERTAINTIES Effective March 18, 2008, we entered into a binding agreement with FTS Group, Inc. and OTG Technologies Group, Inc., that was subsequently amended on June 6, 2008, whereby we agreed to sell certain assets in our value-added computer reseller business. As part of our decision to sell this business, we determined that it would be in the best interests of our Company and our stockholders to divest of the assets related to our value-added computer reseller business and change our business model to one that focuses on custom building and property development in the Greater Toronto Area in Canada. On May 1, 2009 we were redefined as a development stage company and on June 1, 2009, the Company began marketing a series of interactive media displays, specializing in touchless, gesture - hand and body motion enabled software solutions for interfacing with consumers. We have not yet fully 7
established our new business model and do not yet have any projects underway. Additionally, as of August 25, 2010, we did not have sufficient capital to pursue our new line of business. If we do not raise sufficient capital to implement our business plan, we will not be able to generate revenue. However, we will continue to incur expenses in our next fiscal quarter and beyond associated with our remaining assets, overhead costs related to remaining a public company and expenses including salaries and office space for our remaining employees. We may not be successful in raising capital and implementing our new business model and this change in business model will have a material impact on our liquidity, capital resources and results of operations. Our financial condition is uncertain at this time. On September 17, 2009, Laurus Master Fund, Ltd. was awarded judgment against Metro One Developments, Inc. of $1,243,549. We do not have sufficient assets to pay the judgment and we will likely have to seek bankruptcy protection. Our Secured Revolving Note with Laurus was our primary source of financing until March 17, 2008. Without this source of funding, we no longer have access to capital to allow us to develop our operations. In addition, having sold our assets as described above, we will not have a significant source of capital until we either raise funds or generate revenues pursuant to our business plan. If we do not raise sufficient funds to cover our debts and overhead, our business will likely fail. We have, in the past, issued our common stock to employees and consultants to cover a portion of their compensation. As of December 17, 2010, the closing price of our common stock, as quoted on the Pink Sheets, was $0.0007. Due to the price of our common stock, we must issue a substantial number of shares to provide adequate compensation to employees and consultants. Due to our limited capital resources, we anticipate continuing to issue common stock to compensate employees and consultants. Our issuances of common stock will dilute the stockholders of our common stock and will likely cause our stock price to decline further. As a result, we determined that it would be in the best interests of our Company and our stockholders to implement a reverse split of our common stock in order to have sufficient stock to use for compensation purposes or to raise capital. Our previous reverse stock splits have resulted in a decline in our stock price and we believe our stock price will likely decline again, particularly if we have not yet implemented our new business model. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off balance sheet arrangements to report for the quarter ended October 31, 2010. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item. 8
ITEM 4T. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. On September 25, 2008, Laurus Master Fund, Ltd. filed a Complaint in the Supreme Court of the State of New York naming Metro One Development, Inc. and another party as defendants, alleging a breach of contract and promissory estoppel and sought damages in the amount of $874,471. The claim relates to a $5,500,000 financing agreement we entered into with Laurus on July 14, 2005, as later amended. In its complaint, Laurus alleges that we are in breach of the security agreement by selling substantially all of the assets subject to their security interest and failing to direct all present and future payments constituting collateral into an account under Laurus' control. On September 17, 2009, Laurus Master Fund, Ltd. was awarded judgment against Metro One Developments, Inc. of $1,243,549. We have fully accrued this award plus estimated interest which totaled to $1,352,602 in our financial statements at October 31, 2010. On October 6, 2008, Arrow Electronics, Inc. sent us and another company a formal demand for payment of $461,097 relating to product we purchased in the first nine months of the year ended July 31, 2008. We have accrued $646,088 for the initial claim plus estimated interest as of October 31, 2010. 9
On July 15, 2008, EqualLogic Inc. filed a motion against us under our previous trade name of On the Go Healthcare, Inc. in the State of New Hampshire for $658,464 relating to product we purchased on January 18, 2008. The letter is addressed to a third party and under a previous trade name that we had been using before selling it to the third party. We have accrued $819,601 for the initial claim plus estimated interest as of October 31, 2010. On July 31, 2008, Ingram Micro, Inc. sent us a formal demand for payment of $85,567 relating to product we purchased in the beginning of March 2008 and product purchased by another company. We have accrued $121,695 for the initial claim plus estimated interest as of October 31, 2010. On August 7, 2008, Supercom Canada, Ltd. sent us a formal demand for payment of $37,771 relating to product we purchased in 2006. We have accrued $48,434 for the initial claim plus estimated interest as of October 31, 2010. On August 7, 2008, Tech Data Canada Corporation sent us a formal demand for payment of $329,998 relating to product we purchased in the first nine months of the year ended July 31, 2008. We have accrued $423,159 for the initial claim plus estimated interest as of October 31, 2010. On August 26, 2008, Isilon Systems Inc. filed a motion of default judgment in the State of Washington against us and another company for $192,834 relating to products we purchased on October 24, 2007 and December 20, 2007. We have accrued $283,988 for the initial claim plus estimated interest as of October 31, 2010. On August 28, 2008, Synnex Canada Limited sent a formal demand for payment of $124,333 relating to products we purchased in March 2008. We have accrued $174,215 for the initial claim plus estimated interest as of October 31, 2010. On September 3, 2008, Autodesk Inc. sent us a formal demand for payment of $54,776 relating to product we purchased in January 2008. The letter is addressed under our previous trade name of OTG Digital Media that we had used before selling it to a third party. We have accrued $70,246 for the initial claim plus estimated interest as of October 31, 2010. On October 20, 2008, Silicon Graphics Limited filed a claim against us with the Ontario Superior Court of Justice for $189,134 relating to products we purchased November 20, 2006. We have accrued $261,098 for the initial claim plus estimated interest as of October 31, 2010. We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. Other than the litigation described above, we are not aware of any pending or threatened litigation against our Company or our officers and directors in their capacity as such that could have a material impact on our operations or finances. ITEM 1A. RISK FACTORS WE HAVE SIGNIFICANT DEBTS THAT WE HAVE BEEN UNABLE TO PAY, WHICH HAS RESULTED IN CLAIMS AND LITIGATION FILED AGAINST US. At October 31, 2010, we had $10,297,677 of current liabilities, and we have no assets. We have had an ongoing inability to pay for our current obligations. We have received several demand letters for payment, and there have been several complaints filed against us in various courts. Our ongoing inability to pay our debts may affect our ability to secure debt financing in the future. Please see the Legal Proceedings section of this Annual Report for a further discussion of pending claims and litigation against us. 10
WE HAVE A LIMITED OPERATING HISTORY AND YOU MAY LOSE YOUR INVESTMENT IF WE ARE UNABLE TO MARKET PROJECTS. We are engaged only in limited business activities. We may be faced with problems, delays, expenses and difficulties, which are typically encountered by companies in an early stage of development, many of which may be beyond our control. We may not be able to acquire our property at reasonable cost, or market successfully, any of our projects. Therefore, we could go out of business and you may lose your investment. WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OUR OPERATIONS AND WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN WHICH WOULD REDUCE OUR REVENUES AND OUR STOCK MAY DECLINE. We will not be able to generate sufficient revenues from our existing operations to fund our capital requirements for the foreseeable future. Accordingly, we will require additional funds to enable us to operate profitably and grow our business. This financing may not be available on terms acceptable to us or at all. We currently have no bank borrowings and it is unlikely that we will be able to arrange debt financing. If we cannot raise additional capital through issuing stock or bank borrowings, we may not be able to sustain or grow our business. If we cannot generate sufficient revenues to cover our overhead, our business may fail and/or we may need to seek bankruptcy protection. WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN DECREASING REVENUES AS WELL AS A DECREASE IN OUR STOCK PRICE. As of October 31, 2010 and December 17, 2010, we had 2 employees and 2 part time employees. We intend to expand our customer base. To manage our anticipated growth, we must continue to improve our operational and financial systems and expand, train, retain and manage our employee base. Because of the registration of our securities, we are subject to reporting and disclosure obligations, and we anticipate that we will need to hire additional finance and administrative personnel to address these obligations. In addition, the anticipated growth of our business will place a significant strain on our existing managerial and financial resources. If we cannot effectively manage our growth, our business may be harmed. WE CURRENTLY DO NOT HAVE ANY CUSTOMERS AND IF WE CANNOT ATTRACT CUSTOMERS WE WILL NOT GENERATE REVENUES AND OUR BUSINESS WILL FAIL. As of October 31, 2010, we do not have any customers buying advertising in our installations. We may not be able to successfully attract customers and in the event that we do attract customers, we may not be able to maintain such customers and as a result, we will not generate revenues and our business will fail. If our business fails, you will lose all or part of your investment. Other than as listed above, there have been no material changes from risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended July 31, 2010. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None. 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. As of October 31, 2010, we are in default with respect to indebtedness described above including indebtedness to Laurus Master Fund, Ltd. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. During the quarter ended October 31, 2010, we did not submit any matters to a vote of security holders. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS EXHIBIT NO. IDENTIFICATION OF EXHIBIT 2.1 Memorandum of Agreement between the Company and Elaine Abate, John Abate, Gerhard Schmid, Frank Abate, 1066865 Ontario Inc, and Infinity Technologies Inc., dated July 19, 2005 (included as Exhibit 2.1 to the Form 8-K filed July 22, 2005, and incorporated herein by reference). 3.1 Restated Certificate of Incorporation (included as Exhibit 3.4 to the Form 10-KSB filed October 27, 2004, and incorporated herein by reference). 3.2 By-laws (included as Exhibit 3.4 to the Form SB-2 filed May 24, 2001, and incorporated herein by reference). 3.3 Certificate of Amendment of the Certificate of Incorporation (included as Exhibit 3.5 to the Form 10-KSB filed October 27, 2004, and incorporated herein by reference). 3.4 Certificate of Amendment of the Certificate of Incorporation, dated June 6, 2007 (included as Exhibit 3.4 to the Form 10-QSB filed June 12, 2007, and incorporated herein by reference). 3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated August 13, 2007 (included as Exhibit 3.1 to the Form 8-K filed August 17, 2007, and incorporated herein by reference). 3.6 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, dated January 12, 2009 (included as Exhibit 3.1 to the Form 8-K filed January 30, 2007, and incorporated herein by reference). 4.1 Certificate of Designation of Series A Convertible Preferred Stock (included as Exhibit 4.1 to the Form 10-KSB filed October 27, 2004, and incorporated herein by reference). 4.2 Secured Convertible Term Note between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.1 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.3 Secured Revolving Note between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.2 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 12
4.4 Secured Convertible Minimum Borrowing Note between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.3 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.5 Security and Purchase Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.4 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.6 Master Security Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.5 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.7 Share Pledge Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.6 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.8 Form of Common Stock Purchase Warrant between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.7 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.9 Subsidiary Guaranty between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.8 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.10 Funds Escrow Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.9 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.11 Forbearance Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.10 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.12 Joinder Agreement between the Company and Laurus Master Fund, Ltd., dated July 20, 2005 (included as Exhibit 4.11 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.13 Registration Rights Agreement between the Company and Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.12 to the Form 8-K filed July 20, 2005, and incorporated herein by reference). 4.14 Amended and Restated Secured Convertible Term Note between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.1 to the Form 8-K filed January 30 2006, and incorporated herein by reference). 4.15 Amended and Restated Secured Revolving Note between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.2 to the Form 8-K filed January 30, 2006, and incorporated herein by reference). 4.16 Amended and Restated Secured Convertible Minimum Borrowing Note between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.3 to the Form 8-K filed January 30, 2006, and incorporated herein by reference). 4.17 Amended and Restated Security Purchase Agreement between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.4 to the Form 8-K filed January 30, 2006, and incorporated herein by reference). 13
4.18 Amended and Restated Form of Common Stock Purchase Warrant between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.5 to the Form 8-K filed January 30, 2006, and incorporated herein by reference). 4.19 Amended and Restated Registration Rights Agreement between the Company and Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit 4.6 to the Form 8-K filed January 30, 2006, and incorporated herein by reference). 4.20 Form of Series "D" Common Stock Purchase Warrant (included as Exhibit 4.22 to the Form SB-2 filed February 21, 2006, and incorporated herein by reference). 4.21 Omnibus Agreement, dated July 11, 2007 (included as Exhibit 4.7 to the Form 8-K filed July 17, 2007, and incorporated herein by reference). 4.22 Second Omnibus Agreement, dated September 24, 2007 (included as Exhibit 4.8 to the Form 8-K filed September 28, 2007, and incorporated herein by reference). 4.23 Third Omnibus Agreement, dated October 15, 2007 (included as Exhibit 4.9 to the Form 8-K filed October 19, 2007, and incorporated herein by reference). 4.24 Convertible Promissory Note between the Company and Dutchess Private Equities Fund, L.P., dated December 6, 2006 (included as Exhibit 4.29 to the Form 10-KSB filed December 12, 2006 and incorporated herein by reference). 4.25 Amended Convertible Promissory Note between the Company and Dutchess Private Equities Fund, L.P., dated March 5, 2008 (included as Exhibit 4.2 to the Form 8-K filed March 6, 2008 and incorporated herein by reference). 10.1 Secured Promissory Note between the Company and Vital Products, Inc., dated February 23, 2006 (included as Exhibit 10.1 to the Form 8-K filed February 27, 2006, and incorporated herein by reference). 10.2 Secured Promissory Note between the Company and Vital Products, Inc., dated February 23, 2006 (included as Exhibit 10.2 to the Form 8-K filed February 27, 2006, and incorporated herein by reference). 10.3 2007 Stock Option Plan, dated January 16, 2007 (included as Exhibit 10.1 to the Form S-8 filed January 16, 2007, and incorporated herein by reference). 10.4 Investment Agreement between the Company and Dutchess Private Equities Fund, Ltd., dated January 16, 2007 (included as Exhibit 10.14 to the Form SB-2 filed January 16, 2007, and incorporated herein by reference). 10.5 Side Letter Agreement between the Company and Dutchess Private Equities Fund, Ltd., dated March 19, 2007 (included as Exhibit 10.15 to the Form SB-2 filed March 20, 2007, and incorporated herein by reference). 10.6 2007 Stock Option Plan, dated April 24, 2007 (included as Exhibit 10.1 to the Form S-8 filed April 25, 2007, and incorporated herein by reference). 10.7 On The Go Healthcare, Inc. 2007 Stock Option Plan, dated June 6, 2007 (included as Exhibit 10.1 to the Form S-8 filed June 7, 2007, and incorporated herein by reference). 14
10.8 On The Go Healthcare, Inc. August 2007 Stock Option Plan, dated August 14, 2007 (included as Exhibit 10.1 to the Form S-8 filed August 14, 2007, and incorporated herein by reference). 10.9 2007 Stock Option Plan, dated October 5, 2007 (included as Exhibit 10.1 to the Form S-8 filed October 5, 2007, and incorporated herein by reference). 10.10 2007 Stock Option Plan, dated October 19, 2007 (included as Exhibit 10.1 to the Form S-8 filed October 19, 2007, and incorporated herein by reference). 10.11 2007 Stock Option Plan, dated November 19, 2007 (included as Exhibit 10.1 to the Form S-8 filed November 19, 2007, and incorporated herein by reference). 10.12 On The Go Healthcare, Inc. February 2008 Stock Option Plan, dated February 26, 2008 (included as Exhibit 10.1 to the Form S-8 filed February 26, 2008, and incorporated herein by reference). 10.13 Binding Agreement between the Company on one side and FTS Group, Inc. and OTG Technologies Group, Inc. on the other side, dated March 18, 2008 (included as Exhibit 10.1 to the Form 8-K filed March 27, 2008, and incorporated herein by reference). 10.14 Metro One Development, Inc. April 2008 Stock Option Plan, dated April 14, 2008 (included as Exhibit 10.1 to the Form S-8 filed April 14, 2008, and incorporated herein by reference). 10.15 Amendment No. 1 to Transaction Documents, dated June 6, 2008 (included as Exhibit 10.1 to the Form 8-K filed June 16, 2008, and incorporated herein by reference). 10.16 Metro One Development, Inc. June 2008 Stock Option Plan, dated June 18, 2008 (included as Exhibit 10.1 to the Form S-8 filed June 26, 2008, and incorporated herein by reference). 10.17 Metro One Development, Inc. September 2008 Stock Option Plan, dated September 10, 2008 (included as Exhibit 10.1 to the Form S-8 filed September 10, 2008, and incorporated herein by reference). 21.1 List of Subsidiaries of the Registrant (included as Exhibit 21.1 to the Form 10-KSB filed October 30, 2006, and incorporated herein by reference). 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. METRO ONE DEVELOPMENT, INC. Dated: January 14, 2011 By:/s/ Stuart Turk ---------------------------- Stuart Turk, President, CEO Chairman and Director Dated: January 14, 2011 By:/s/ Evan Schwartzberg ---------------------------- Evan Schwartzberg, Chief Financial and Principal Accounting Officer 16