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 APRIL 30, 2009
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT of 1934
For the transition period from _________ to __________
Commission File Number: 333-61538
METRO ONE DEVELOPMENT, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0231687
---------------------- --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
(905) 760-2987
(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)
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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 August 17, 2009 the Issuer had 22,495,969 shares of common stock issued
and outstanding, par value $0.0001 per share.
METRO ONE DEVELOPMENT, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2009
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements: Index............................3
Consolidated Balance Sheets as of April 30, 2009 (Unaudited)
and July 31, 2008.................................................F1
Consolidated Statements of Operations for the Three and Nine Months
Ended April 30, 2009 and 2008 (Unaudited).........................F2
Consolidated Statement of Changes in Stockholders' Equity
For the Nine Months Ended April 30, 2009 (Unaudited)..............F3
Consolidated Statements of Cash Flows for the Nine Months Ended
April 30, 2009 and 2008 (Unaudited)...............................F4
Notes to Consolidated Financial Statements (Unaudited).........F5 - F9
Item 2 - Management's Discussion and Analysis or Plan of Operation............4
Item 3 - Quantitative and Qualitative Disclosures About Market Risk...........8
Item 4T - Controls and Procedures ............................................8
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.........10
Item 3 - Defaults Upon Senior Securities.....................................10
Item 4 - Submission of Matters to a Vote of Security Holders.................11
Item 5 - Other Information ..................................................11
Item 6 - Exhibits............................................................11
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
METRO ONE DEVELOPMENT, INC.
Consolidated Financial Statements
Nine Months Ended April 30, 2009 and 2008 (Unaudited)
Contents
Consolidated Financial Statements:
Consolidated Balance Sheets as of April 30, 2009 (Unaudited)
and July 31, 2008..................................................F1
Consolidated Statements of Operations for the Three and Nine Months
Ended April 30, 2009 and 2008 (Unaudited)..........................F2
Consolidated Statement of Changes in Stockholders' Equity
For the Nine Months Ended April 30, 2009 (Unaudited)...............F3
Consolidated Statements of Cash Flows for the Nine Months Ended
April 30, 2009 and 2008 (Unaudited)................................F4
Notes to Consolidated Financial Statements (Unaudited)..........F5 - F9
3
METRO ONE DEVELOPMENT, INC.
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2009 AND JULY 31, 2008
April 30, July 31,
2009 2008
(Unaudited)
------------ ------------
ASSETS
Current assets
Cash $ 31 $ --
Due from Vital Products, Inc. 1 1
------------ ------------
Total current assets 32 1
------------ ------------
Total assets $ 32 $ 1
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft $ -- $ 16,395
Accounts payable and accrued expenses 3,358,321 3,693,578
Loans payable to related party 248,309 158,844
Current portion of long-term debts, net 819,315 917,134
------------ ------------
Total current liabilities 4,425,945 4,785,951
Long-term debts, net -- --
------------ ------------
Total liabilities 4,425,945 4,785,951
------------ ------------
Conditionally redeemable convertible
preferred stock; Series B 1.5%
convertible preferred stock 1,000,000 1,000,000
Stockholders' deficit
Preferred stock; $0.01 par value;
1,000,000 shares authorized,
0 and 229,134 issued
and outstanding, respectively 0 2,291
Common stock; $0.0001 par value;
1,000,000,000 shares authorized,
22,495,969 and 1 issued and
outstanding, respectively 2,249 0
Additional paid-in capital 21,903,389 21,812,787
Accumulated other comprehensive income 1,371,697 562,341
Accumulated deficit (28,703,248) (28,163,369)
------------ ------------
Total stockholders' deficit (5,425,913) (5,785,950)
------------ ------------
Total liabilities and stockholders' deficit $ 32 $ 1
============ ============
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The accompanying notes are an integral part of the consolidated financial
statements. F1
METRO ONE DEVELOPMENT, INC.
Consolidated Statements of Operations (Unaudited)
For the three months For the nine months
ended April 30, ended April 30,
2009 2008 2009 2008
------------ ------------ ------------ ------------
Sales $ -- $ -- $ -- $ --
Cost of revenues -- -- -- --
------------ ------------ ------------ ------------
Gross profit -- -- -- --
------------ ------------ ------------ ------------
Operating expenses
Selling, general
and administrative 242,191 343,331 2,490,629 1,036,390
------------ ------------ ------------ ------------
Total operating
expenses 242,191 343,331 2,490,629 1,036,390
------------ ------------ ------------ ------------
Loss from
continuing
operations (242,191) (343,331) (2,490,629) (1,036,390)
Other income (expense)
Gain on recovery of
previously written-off
receivable 131,250 -- 2,085,750 --
Interest and financing
expense -- (541,997) -- (1,669,759)
Loss on sale of
Fixed assets -- -- -- (3,730)
Other income -- 16,783 -- 16,783
Interest income -- 76,531 -- 228,438
------------ ------------ ------------ ------------
Total other
income (expense) 131,250 (448,683) 2,085,750 (1,428,268)
------------ ------------ ------------ ------------
Loss before provision
for income taxes (110,941) (792,014) (404,879) (2,464,658)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) from
continuing operations (110,941) (792,014) (404,879) (2,464,658)
Gain on sale of assets from
discontinued operations -- 1,494,919 -- 1,494,919
Net income (loss) from
discontinued operations -- (1,334,537) -- (3,709,011)
------------ ------------ ------------ ------------
Net loss $ (110,941) $ (631,632) $ (404,879) $(4,678,750)
Preferred stock dividend 45,000 45,000 135,000 135,000
------------ ------------ ------------ ------------
Net loss attributable to
Common Stockholders $ (155,941) $ (676,632) $ (539,879) $(4,813,750)
============ ============ ============ ============
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Earnings per share computation:
Net loss from
continuing operations
before discontinued
operations
attributable to
common
stockholders $ (0.01) $ (792,014) $ (0.09) $(2,464,658)
============ ============ ============ ============
Net income (loss) from
discontinued
operations $ -- $ 160,382 $ -- $(2,214,092)
============ ============ ============ ============
Net loss
attributable to
common
stockholders $ (0.01) $ (631,632) $ (0.09) $(4,678,750)
============ ============ ============ ============
Weighted average common
shares outstanding -
basic and diluted 17,711,086 1 5,796,191 1
============ ============ ============ ============
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The accompanying notes are an integral part of the consolidated
financial statements. F2
METRO ONE DEVELOPMENT, INC.
Consolidated Statement of Changes in Stockholders' Equity
For the Nine months ended April 30, 2009
(Unaudited)
Accumulated
Additional Other Total
Preferred Stock Common Stock Paid-in Comprehensive Accumulated Stockholders'
Shares Amount Shares Amount Capital Income(Loss) Deficit Equity
--------- ------- ----------- ----------- ----------- ----------- ----------- -----------
Balance,
July 31, 2008 229,134 2,291 657 -- 21,812,787 562,341 (28,163,369) (5,785,950)
Issuance of
common stock
for services -- -- 73,412 7 87,503 -- -- 87,510
Conversion of
preferred stock
into common
stock (229,134) (2,291) 22,413,900 2,241 50 -- -- --
Issuance of
common stock
as principal
payment on
notes payable -- -- 8,000 1 3,049 -- -- 3,050
Dividend accrued
preferred stock,
Series B -- -- -- -- -- -- (135,000) (135,000)
Foreign currency
translation -- -- -- -- -- 809,356 -- 809,356
Net loss -- -- -- -- -- -- (404,879) (404,879)
--------- ------- ----------- ----------- ------------ ----------- ------------ -----------
Balance,
April 30 2009 -- $ -- 22,495,969 $2,249 $ 21,903,389 $ 1,371,697 $(28,703,248) $(5,425,913)
========= ======= =========== =========== ============ =========== ============ ===========
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The accompanying notes are an integral part of the consolidated
financial statements. F3
METRO ONE DEVELOPMENT, INC.
Consolidated Statements of Cash Flows (Unaudited)
For the nine months
ended April 30,
2009 2008
(unaudited) (unaudited)
------------ ------------
Cash flows from operating activities:
Net loss $ (404,879) $(4,678,750)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation 87,510 3,381,227
Financing cost related to convertible debt -- 917,765
Depreciation and amortization -- 116,243
Interest earned on Due from Vital Products -- (221,262)
Impairment on goodwill -- 2,042,274
Gain on sale of fixed assets -- (4,548)
Gain on sale of assets from
discontinued operations -- (1,494,919)
Consulting expense paid with Vital Products,
Inc. stock 1,782,452 --
Gain on recovery of previously written-off
receivable (2,085,750) --
Changes in operating assets and liabilities:
Change in accounts receivable -- 3,817,473
Change in inventory -- 159,697
Change in prepaid expenses -- 32,334
Change in due from Vital Products -- --
Change in income tax receivable -- --
Change in accounts payable and accrued
expenses 407,341 196,171
------------ ------------
Net cash (used in) provided by
operating activities (213,326) 4,263,705
------------ ------------
Cash flows from investing activities:
Advances to Vital Products -- (8,102)
Purchase of property and equipment -- (8,111)
------------ ------------
Net cash used in investing activities -- (16,213)
------------ ------------
Cash flows from financing activities:
Payments on long term debt (88,705) (18,481,113)
Payment on notes payable -- (174,123)
Proceeds from related party loan 89,465 --
Proceeds from long term debt -- 14,256,093
Repayment of bank overdraft (16,395) --
Dividend paid on preferred stock -- (135,000)
------------ ------------
Net cash used in financing activities (15,635) (4,534,143)
------------ ------------
Effect of foreign currency exchange 228,992 (521,112)
------------ ------------
Net change in cash 31 (807,763)
Cash, beginning of period -- 882,131
------------ ------------
Cash, end of period $ 31 $ 74,368
============ ============
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The accompanying notes are an integral part of the consolidated
financial statements. F4
METRO ONE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2009 AND 2008
1. BASIS OF PRESENTATION AND HISTORY OF THE COMPANY
Basis of presentation - The accompanying unaudited consolidated 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-KSB for the year ended July 31, 2008 of Metro One Development, Inc.
(the "Company").
The interim financial statements present the balance sheet, statements of
operations, stockholders' equity 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
April 30, 2009 and the results of operations, stockholders' equity and cash
flows presented herein have been included in the financial statements. All
such adjustments are of a 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") 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. Compuquest is an
authorized dealer of computer hardware, software and peripherals for Acer
America, AST Computer, Hewlett-Packard, Microsoft and Toshiba.
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 June 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 October 2005, the Company entered into a Letter of Intent to purchase
Island Corporation, a company involved in computer hardware distribution
focusing in the medical field. The acquisition was completed in January 2006.
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.
F5
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,
dba 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 of its
intention to terminate the transaction. The Company believes that FTS'
termination of the transaction constitutes a breach of the binding agreement
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. As of March 18, 2008, the Company has 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.
Going concern - The accompanying consolidated 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 assets totaling $32, liabilities totaling $4,425,945, and
net losses for the nine months ended April 30, 2009 totaling $539,879.
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 transition, ultimately, 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 consolidated 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 consolidated 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 consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period. Financial
statement items subject to significant management judgment include the valuation
of due from Vital Products, Inc. and goodwill, as well as income taxes and
loss contingencies. Actual results could differ from those estimates.
Principles of consolidation - The accompanying consolidated financial
statements include the accounts of Metro One Development, Inc. and its
wholly-owned subsidiary, On The Go Technologies, Inc. The accompanying
consolidated financial statements have been prepared in accordance accounting
principles generally accepted in the United States. All material inter-company
accounts and transactions have been eliminated in consolidation.
Reclassifications - Certain prior year amounts were reclassified to conform
to current period presentation.
F6
Foreign currency translation - The Company considers the functional currency
to be the local currency and, accordingly, their 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 subsidiaries' financial statements are included as a component of
other comprehensive income (loss) within stockholders' equity.
Revenue and expense recognition - The Company recognizes revenue in accordance
with Securities and Exchange Commission Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101") as modified by
Securities and Exchange Commission Staff Accounting Bulletin No. 104. Under
SAB 101, 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.
Stock based compensation - On January 1, 2006, the Company adopted SFAS No. 123
(R) "Share-Based Payment," 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 a Employee Stock Purchase Plan based on the estimated fair values.
Earnings (loss) per share - The Company reports earnings (loss) per share in
accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per
share are computed by dividing income (loss) available to common shareholders
by the weighted average number of common shares available. Diluted earnings
(loss) per share are 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 have not been presented since the effect of the
assumed exercise of options and warrants to purchase common shares would
have an anti-dilutive effect.
Comprehensive income (loss) - The Company has adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," which
establishes standards for reporting and 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, SFAS No. 130
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
shareholders' equity and in the balance sheet as a component of shareholders'
equity.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. The adoption of this standard did not have a material impact
on the Company's consolidated financial statements.
F7
New accounting pronouncements
In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for ownership
interests in subsidiaries held by parties other than the parent, the amount
of consolidated net income attributable to the parent and to the noncontrolling
interest, changes in a parent's ownership interest and the valuation of
retained noncontrolling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between
the interest of the parent and the interest of the noncontrolling owners.
SFAS 160 is effective for fiscal years beginning after December 15, 2008.
The Company does not expect the adoption of SFAS 160 to have any impact on
its financial position, results of operation or cash flows.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events," which
establishes general standards for the accounting for and the disclosures of
events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. The pronouncement
requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, whether that date represents
the date the financial statements were issued or were available to be issued.
SFAS 165 is effective with interim and annual financial periods ending after
June 15, 2009. Management is currently evaluating the impact of the adoption
of SFAS 165 but does not expect the adoption of SFAS 165 to impact the
Company's results of operations, financial position or cash flows.
In July 2009, the FASB issued SFAS No. 168, "FASB Accounting Standards
Codification" ("SFAS 168"), as the single source of authoritative
nongovernmental U.S. generally accepted accounting principles (GAAP). The
Codification is effective for interim and annual periods ending after
September 15, 2009. All existing accounting standards are superseded as
described in SFAS 168. All other accounting literature not included in the
Codification is non-authoritative. Therefore, beginning with the 10Q filing
for September 30, 2009, all references made by the Company to GAAP in the
consolidated financial statements will be the new codification numbering
system. The Codification does not change or alter existing GAAP and
therefore, is not expected to have any impact on the Company's consolidated
financial statements.
3. STOCKHOLDERS' EQUITY
On August 15, 2008, the Company's common stock was adjusted to take into
account a 1,000-to-1 reverse stock split. The Company's common stock has
been adjusted on a retroactive basis; accordingly, all previous balances
have been adjusted for this reverse stock split.
On February 5, 2009, the Company's common stock was adjusted to take into
account a 1,000-to-1 reverse stock split. The Company's common stock has
been adjusted on a retroactive basis; accordingly, all previous balances
have been adjusted for this reverse stock split.
On February 19, 2009, the Company converted 224,134 of preferred stock owned
by the Company's President into 22,413,400 shares of common stock.
During the three months ended April 30, 2009, there were no new stock options
or warrants granted.
F8
4. GAIN ON RECOVERY OF PREVIOUSLY WRITTEN-OFF RECEIVABLE
During the nine months ended April 30, 2009, the Company received
78,000,000 of shares of Vital Products, Inc. with a total fair value of
$2,085,750 as settlement for amounts due from Vital Products, Inc., which
were previously written-off during the year ended July 31, 2008. As a
result, the Company has recorded a gain for the fair value of these shares
totaling $2,085,750. The gross amount due from Vital Products, Inc. as of
April 30, 2009 is $235,310 (July 31, 2008 - $2,058,293).
During the same nine months ended April 30, 2009, the Company distributed the
78,000,000 shares of Vital Products, Inc. to satisfy $303,430 of accrued
expenses and $1,782,452 of consulting expenses incurred during this period.
5. DISCONTINUED OPERATIONS
As discussed in Note 1, 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, dba 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 of its intention to terminate the transaction. The Company
believes that FTS' termination of the transaction constitutes a breach of
the binding agreement 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. As of March 18, 2008, the Company has
discontinued all operations as a valued-added reseller.
The sale of the Company's value-added reseller business operations to FTS
resulted in a loss on sale by the Company totalling $1,773,079 for the year
end July 31,2008.
The sale of the Company's value added reseller business operations has been
accounted for as discontinued operations in the consolidated financial
statements for the periods presented herein, in accordance with Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment
and Disposal of Long-lived Assets."
The following is a summary of the results of discontinued operations in the
consolidated statements of operations:
Three and nine months ended April 30, 2008
Net sales $ 2,270,117 $13,629,971
Cost of sales 1,683,316 10,867,103
----------- -----------
586,801 2,762,868
Operating expenses 1,921,338 6,471,879
----------- -----------
Income (loss) from
discontinued operations $(1,334,537) $(3,709,011)
=========== ===========
F9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
INTRODUCTION
The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with, our unaudited
consolidated financial statements and related notes thereto included elsewhere
in this report, and in our Form 10-KSB for the year ended July 31, 2008.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" that involve risks and
uncertainties. We generally use words such as "believe," "may," "could,"
"will," "intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. 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 general economic conditions, the markets for and market price of
our products, the strength and financial resources of our competitors, our
ability to find and retain skilled personnel, the results of our financing
efforts, regulatory developments and other risks described in our annual
report on Form 10-KSB and our other filings with the Securities and Exchange
Commission and risks described elsewhere in this report. 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,
and our future results, levels of activity, performance or achievements may
not meet these expectations. We do not intend to update any of the
forward-looking statements after the date of this document to conform these
statements to actual results or to changes in our expectations, except as
required by law.
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 Consolidated Financial Statements and accompanying notes. Estimates are
used for, but not limited to, the accounting for impairment of long-term
assets, 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 Consolidated Financial Statements:
Revenue and expense recognition - We recognize revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," or SAB 101 as modified by SAB 104.
Under SAB 101, 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 based on
historical patterns.
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 our customers' credit
worthiness 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.
4
We assess the recoverability of long-lived assets whenever events or changes
in business circumstances indicate that the carrying value of an asset may
not be recoverable. An impairment loss is recognized when the sum of the
expected undiscounted future net cash flows over the remaining useful life
is less than the carrying amount of the assets.
Stock-based compensation - On January 1, 2006, we adopted SFAS No. 123(R)
"Share-Based Payment," 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.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 2009 AND 2008.
Revenues
We did not generate any revenues from sales for the nine months ended
April 30, 2009 due to the sale of our value-added reseller business to
FTS Group.
Cost of Sales
We did not incur any cost of revenues for the period ended April 30, 2009 due
to the sale of our value-added reseller business to FTS Group.
Gross Profit
Our gross profit for the nine months ended April 30, 2009 and the three
months ended April 30, 2009 totaled $0.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses increased to $2,490,629 for the
nine months ended April 30, 2009, up from $1,036,390 for the nine months
ended April 30, 2008. With the sale of our value-added reseller business
to FTS Group, we changed our business focus to that of a custom builder and
property developer. 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.
Interest and Financing Expense
Interest and financing expense was $0 for the nine months
ended April 30, 2009, compared to $1,669,759 for the nine months ended
April 30, 2008. The decrease in the nine months ended April 30, 2009
compared to the nine months ended April 30, 2008 is primarily the result
of no new promissory notes.
Net loss
Our net loss of $404,879 for the nine months ended April 30, 2009, compared
to a net loss of $4,678,750 for the nine months ended April 30, 2008, was
attributable to a gain on a previously written-off receivable.
5
Liquidity and Capital Resources
As of April 30, 2009, we had current assets of $32 and current liabilities
of $4,425,945, resulting in a working capital deficit of $(4,425,913).
For the nine months ended April 30, 2009, we had cash used in operations
in the amount of $213,326, as compared to cash provided by operations in the
amount of $4,263,705 for the nine months ended April 30, 2008. The decrease
in the cash provided is due to the change in our business model after the sale
of our value-added reseller business to FTS Group.
For the nine months ended April 30, 2009, cash used in investing activities
was $0, as compared to $16,213 for the nine months ended
April 30, 2008. The decrease in cash used in investing activities is
primarily related to a decrease in purchased property and equipment during the
period ended April 30, 2009, as compared to the prior year.
For the nine months ended April 30, 2009, cash used in financing
activities was $15,635 as compared to cash used in financing
activities of $4,534,143 for the nine months ended April 30, 2008. The
primary source of financing for the nine months ended April 30, 2009 has
been proceeds 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 April 30, 2009, the balance for the Revolving Note totaled $819,315.
On December 6, 2006, we issued to Dutchess a convertible promissory note in
the amount of $1,937,000 for a purchase price of $1,550,000. The Note was due
and payable in full on July 11, 2008. Other than the $387,000 discount
inherent in the purchase price, the Note is non-interest bearing and calls for
monthly payments of $60,000 from January 10, 2007 through July 10, 2007 and
monthly payments of $126,500 from August 10, 2007 and thereafter until the
face amount of the Note is paid in full. The $387,000 inherent discount is
being amortized as debt discount over the term of the note.
In connection with the Note, we paid Dutchess a facility fee of $90,000 and
agreed to issue 400,000 shares of common stock as incentive shares with a fair
value of $264,000. The Note is convertible into shares of common stock at the
election of the Note holders. The conversion rate is at the lesser of (i) 50%
of the lowest closing bid price during the 15 trading days preceding the
conversion notice or (ii) 100% of the lowest bid price for the 20 days
immediately preceding the convertible closing date. The convertible
promissory note agreement contains a conversion limit which limits the
ability of Dutchess to convert the note to not exceed 4.99% of our outstanding
shares of common stock at any given time.
6
On March 5, 2008, we agreed to amend the terms of the Note. Pursuant to the
terms of the amended Note, payments made by us in satisfaction of the Note
will be in shares of our common stock, which we will issue to Dutchess on
the tenth calendar day of each month until our obligations under the Note
have been satisfied in full. Each payment will be convertible at 80% of the
lowest closing best bid prices of our common stock for the 10 trading days
prior to the payment due date. The maturity date of the Note remains the
same. As of April 30, 2009, the Note was paid out.
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.
We have not yet fully established our new business model and do not yet
have any projects underway. Additionally, as of February 13, 2009, 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. As discussed below,
Laurus Master Fund, Ltd. has filed a complaint alleging that
we are in default under our Amended and Restated Security Purchase Agreement.
It is too early to predict the outcome of this litigation; however, if Laurus
prevails on even a fraction of the amount they are seeking, we may not have
sufficient assets to pay the judgment. If that outcome occurs, 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 August 17, 2009, the closing
price of our common stock, as quoted on the Pink Sheets, was $0.23. 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.
7
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 April 30, 2009.
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.
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 of the end of the period covered by this Quarterly Report on
Form 10-QSB. 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 our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On June 23, 2006, Frank Abate, Elaine Abate, John Abate and Gerhard Schmid
filed a Statement of Claim in Ontario Superior Court against On The Go
Healthcare, Inc. for alleged damages for breach of contract in the amount
of $281,522 and damages for wrongful dismissal of Frank Abate and John Abate.
We have paid severance pay for Frank Abate and John Abate's termination and
we believe the plaintiffs' entire claim is frivolous. We cannot predict the
outcome of such allegations; however, we intend to vigorously
defend against the plaintiffs' claim. We have accrued $100,000 as at
April 30, 2009.
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. While it is too early to determine the outcome of such
allegations, we intend to continue to aggressively defend ourselves against
any claims and assert all available defenses.
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
$461,097 as at April 30, 2009.
On July 15, 2008, EqualLogic Inc. filed a motion against us under our previous
trade name 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 $658,464 as at April 30, 2009.
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 $85,567
as at April 30, 2009.
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 $37,771
as at April 30, 2009.
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 $329,998 as
at April 30, 2009.
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 $192,834 as at April 30, 2009.
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 $124,333 as at April 30, 2009.
9
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 a previous trade name that had been used before selling it
to a third party. We have accrued $54,776 as at April 30, 2009.
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 $189,134 as at
April 30, 2009.
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.
There have been no material changes from the risk factors as previously
disclosed in our annual report on Form 10-KSB for the fiscal year ended
July 31, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Between October 2, 2008 and October 21, 2008, Dutchess converted $3,050
principal amount of a convertible promissory note into an aggregate of 8,000
shares of our common stock, at $0.38125 per share as follows:
* On October 2, 2008, we issued 1,500 shares of our common stock;
* On October 10, 2008, we issued 2,500 shares of our common stock; and
* On October 21, 2008, we issued 4,000 shares of our common stock.
Payments under the note are due on the tenth calendar day of each month and are
convertible into shares of our common stock at eighty percent of the lowest
closing best bid prices of our common stock for the ten trading days prior
to the payment due date.
On August 15, 2008, our common stock was adjusted to take into account a
1,000-to-1 reverse stock split. Additionally, on February 5, 2009, our common
stock was adjusted to take into account a 1,000-to-1 reverse stock split. The
issuances described above have been adjusted for the split that occurred on
August 15, 2008 and on February 5, 2009.
With respect to the issuance of our securities as described above, we relied
on the Section 4(2) exemption from securities registration under the federal
securities laws for transactions not involving any public offering. No
advertising or general solicitation was employed in offering the securities.
The securities were sold to an accredited investor. The securities were
offered for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by us.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As of April 30, 2009, we are in default with respect to indebtedness
described above including indebtedness to Laurus Master Fund, Ltd.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the quarter ended April 30, 2009, we did not submit any matters to
a vote of security holders. On November 19, 2008, a majority of the Company's
stockholders representing 86% of the outstanding votes of the Company acted
by written consent to approve a 1 for 1,000 reverse stock split.
ITEM 5. OTHER INFORMATION.
On February 5, 2009, our common stock was adjusted to take into account a
1,000-to-1 reverse stock split and began trading under the new ticker
symbol "MTRO.PK." The Company's common stock has been adjusted on a
retroactive basis; accordingly, all previous balances have been adjusted
for this reverse stock split.
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).
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).
11
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).
12
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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).
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).
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).
13
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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).
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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.
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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: August 19, 2009 By:/s/ Stuart Turk
----------------------------
Stuart Turk, President, CEO
Chairman and Director
Dated: August 19, 2009 By:/s/ Evan Schwartzberg
----------------------------
Evan Schwartzberg, Chief Financial
and Principal Accounting Officer
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15
Metro One Development (CE) (USOTC:MTRO)
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Metro One Development (CE) (USOTC:MTRO)
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