As filed with the Securities and Exchange Commission on April 14, 2008
Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
METRO ONE DECVELOPMENT, INC.
(Exact name of registrant specified in its charter)
Delaware 98-0231687
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
METRO ONE DEVELOPMENT, INC.
April 2008 Stock Option Plan
(Full title of the plan)
Stuart Turk, President
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(Name and address of agent for service)
(905) 760-2987
(Telephone number, including area code, of agent for service)
Copies of communications to:
Amy Trombly
1320 Centre Street
Suite 202
Newton, MA 02459
(617) 243-0060
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 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)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Registered Aggregate Registration
be Registered Registered(1) per Share(2) Offering Price (1) Fee
- --------------- ----------- --------------- -------------------- ------------
Common Stock,
$0.0001 par value 195,000,000 $ 0.10 $ 19,500,000 $ 766.35
1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended
(the "Act"),this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(C) on the basis of the average of the high and low
prices of the common stock of the registrant as traded in the over-the-
counter market and reported on the OTC Electronic Bulletin Board of the
National Association of Securities Dealers on April 11, 2008. On
April 11, 2008, this price was $0.0001, however for purposes of the
fee calculation, the registrant has adjusted the proposed maximum
offering price per share to reflect a reverse split of its common stock
in the ratio of 1 for 1,000, effective April 14, 2008.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
In accordance with the Instructional Note to Part I of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part I
of Form S-8 has been omitted from this Registration Statement on Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
Registration Statement by reference. We will also make available
without charge, upon oral or written request, other documents required to be
delivered pursuant to Rule 428(b). Requests for such information should be
directed to: Metro One Development, Inc. 85 Corstate Ave., Unit #1, Concord,
Ontario, Canada, L4K 4Y2. Phone: (905) 760-2987.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents we filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The registrant's annual report on Form 10-KSB for the fiscal year ended
July 31, 2007, filed on October 29, 2007, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act").
(b) All other reports filed pursuant to 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the financial statements in
the Form 10-KSB referred to in (a) above, which consists of quarterly
reports on Form 10-QSB filed on December 17, 2007 and March 17, 2008.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this registration statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this registration statement, in a supplement to
this registration statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any
subsequently filed supplement to this registration statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities
The registrant is authorized to issue 1,000,000,000 shares of common stock,
par value $0.0001 per share.
Miscellaneous Rights and Provisions. There are no preemptive rights,
subscription rights, or redemption provisions relating to the shares and
none of the shares carries any liability for further calls.
Dividends. Holders of shares are entitled to receive dividends in cash,
property or shares when and if the Board of Directors declares dividends out
of funds legally available therefore.
Voting. A quorum for any meeting of stockholders is a majority of shares then
issued and outstanding and entitled to be voted at the meeting. Holders of
shares are entitled to one vote, either in person or by proxy, per share.
Liquidation, dissolution, winding up. Upon our liquidation, dissolution or
winding up, any assets will be distributed to the holders of shares after
payment or provision for payment of all our debts, obligations or liabilities.
The registrant's common stock is quoted on the Over-the-Counter Bulletin Board.
Item 5. Interests of Named Experts and Counsel
Amy M. Trombly serves as the registrant's securities counsel. Ms. Trombly
currently serves as trustee to a trust holding shares of common stock for the
benefit of certain shareholders of Metro One Development, Inc. Ms. Trombly has
voting and dispositive control over the shares in accordance with the terms of
the trust, however, she does not have a financial interest in the trust other
than nominal fees for serving as its trustee. Ms. Trombly disclaims beneficial
ownership of the shares.
Other than as described above, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the registrant
or was a promoter, underwriter, voting trustee, director, officer or employee
of the registrant. No expert or counsel has any contingent based agreement with
the registrant or any other interest in or connection to the registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended, authorizes
the registrant to indemnify any director or officer, under certain prescribed
circumstances, and subject to certain limitations against certain costs
and expenses, including attorney's fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which a person is a party by reason of
being a director or officer of the registrant if it is determined that such
person acted in accordance with the applicable standard of conduct set
forth in such statutory provisions. The registrant's Amended and Restated
Certificate of Incorporation, as amended, contains provisions relating to the
indemnification of directors and officers and its By-Laws extends such
indemnities to the full extent permitted by Delaware law.
The registrant may also purchase and maintain insurance for the benefit of any
director or officer, which may cover claims for which it could not indemnify
such persons.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Amy M. Trombly, Esq.
10.1 Metro One Development, Inc. April 2008 Stock Option Plan, dated
April 14, 2008 (filed herewith).
23.1 Consent of Danziger Hochman Partners LLP.
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of
the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed
pursuant to Rule 424 (section 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Concord, Province of Ontario, Country of
Canada, on April 14, 2008.
METRO ONE DEVELOPMENT, INC.
By: /s/Stuart Turk
--------------------------
Stuart Turk, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and in
the date indicated.
Signature Title Date
/s/Stuart Turk April 14, 2008
- --------------------- President, Chief Executive Officer, -----------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg April 14, 2008
- --------------------- Chief Financial and Accounting Officer -----------------
Evan Schwartzberg
/s/Ralph Magid April 14, 2008
- --------------------- Director -----------------
Ralph Magid