-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTUpJMYICgkaPhEcX7UAcOAwdzmp7+W5HEiIj2lQ4I2zq6Rnd/oifHXKuZOSX0NX V8SkTA2f3FOI99rErF8syw== 0001144204-07-012551.txt : 20070314 0001144204-07-012551.hdr.sgml : 20070314 20070314092910 ACCESSION NUMBER: 0001144204-07-012551 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 GROUP MEMBERS: BRUCE GALLOWAY GROUP MEMBERS: GALLOWAY CAPITAL MANAGEMENT LLC GROUP MEMBERS: GARY L. HERMAN GROUP MEMBERS: STRATEGIC TURNAROUND EQUITY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METRO ONE TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0000920990 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930995165 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46043 FILM NUMBER: 07692338 BUSINESS ADDRESS: STREET 1: 11200 MURRAY SCHOLLS PLACE CITY: BEVERTON STATE: OR ZIP: 97007 BUSINESS PHONE: 5036439500 MAIL ADDRESS: STREET 1: 11200 MURRAY SCHOLLS PLACE CITY: BEAVERTON STATE: OR ZIP: 97007 FORMER COMPANY: FORMER CONFORMED NAME: METRO ONE DIRECT INFORMATION SERVICES INC DATE OF NAME CHANGE: 19950215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Strategic Turnaround Equity Partners, L.P. CENTRAL INDEX KEY: 0001345762 IRS NUMBER: 900000833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 720 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.247.0581 MAIL ADDRESS: STREET 1: 720 FIFTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 v068375_sc13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. __)¹

METRO ONE TELECOMMUNICATIONS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

5916EF105

(CUSIP Number)

Gary Herman

c/o Strategic Turnaround Equity Partners, L.P. (Cayman)

720 Fifth Avenue, 10^th Floor

New York, New York 10019

(212) 247-1339

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 14, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. X

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7(b) for other parties to whom copies are to be sent.

______________________

¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 59163F105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Strategic Turnaround Equity Partners, L.P. (Cayman) 98-0498777
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * WC
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 571,423
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 571,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 571,423 ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.17%% ⁽¹⁾
14	TYPE OF REPORTING PERSON PN

(1)

On the basis of 6,233,326 shares of Common Stock reported by the Company to be issued and outstanding as of November 10, 2006 in the Company’s latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 59163F105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Galloway Capital Management LLC 90-0000838
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * N/A
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 571,423
EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH		10	SHARED DISPOSITIVE POWER 571,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.17%% ⁽¹⁾
14	TYPE OF REPORTING PERSON OO

(1)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 59163F105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary L. Herman N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * PF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 11,289⁽¹⁾
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 571,423
EACH REPORTING		9	SOLE DISPOSITIVE POWER 11,289⁽¹⁾
PERSON WITH		10	SHARED DISPOSITIVE POWER 571,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 582,712⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.35%% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1)

Of the 11,289 total shares of Common Stock, 4,289 shares of common stock are held by the Gary Herman, IRA, 2,500 shares are held individually, and 4,500 shares are held by FBR, Inc. (“FBR”) for which Mr. Herman is the sole owner and serves as an officer.

(2)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 59163F105				13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Bruce Galloway N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS * PF
	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 148,605⁽¹⁾
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 571,423
EACH REPORTING		9	SOLE DISPOSITIVE POWER 148,605⁽¹⁾
PERSON WITH		10	SHARED DISPOSITIVE POWER 571,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,028⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.55%% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1)

Of the 148,605 total shares of common stock, 94,100 shares of common stock are held by Jacombs Investments, Ltd. (“Jacombs”) for which Mr. Galloway has the power to vote and dispose the shares, 36,105 shares are held by Mr. Galloway, individually, and 18,400 shares are held by RexonGalloway Capital Growth, LLC for which Mr. Galloway retains full investment and voting discretion.

(2)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates to the Common Stock, no par value, (the “Common Stock”) of Metro One Telecommunications, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 11200 Murray Scholls Place, Beaverton, Oregon 97007.

Item 2. Identity and Background.

This statement is being filed jointly by Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman (collectively, the “Reporting Persons”).

Strategic Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability partnership and is a fund focused on investing primarily in undervalued public equities. Galloway Capital Management LLC is a Delaware limited liability company principally engaged in serving as the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), Gary L. Herman and Bruce Galloway are citizens of the United States and managing members of Galloway Capital Management LLC, Mr. Galloway is a holder of the majority of the membership interests in Galloway Capital Management LLC and is a holder of the majority of the partnership interests in Strategic Turnaround Equity Partners, L.P. (Cayman).

The name and positions of the executive officers and directors of each of the Reporting Persons are set forth below. Other than as listed in Item 5 of this Schedule 13D, each executive officer and director listed below disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons.

Strategic Turnaround Equity Partners, L.P. (Cayman)	Cayman Islands limited partnership
	General Partner - Galloway Capital Management LLC
Galloway Capital Management LLC	Delaware limited liability company

	Managing Member - Gary L. Herman
	Managing Member - Bruce Galloway

Bruce Galloway	Citizenship - United States
	Managing Member - Galloway Capital Management LLC
	Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman)

Gary L. Herman	Citizenship - United States
	Managing Member - Galloway Capital Management LLC
	Managing Member - Strategic Turnaround Equity Partners, L.P. (Cayman)

The address of the principal business office of Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720 Fifth Avenue, 10^th Floor, New York, New York 10019.

During the last five years, neither the Reporting Persons nor any executive officer or director of the Reporting Persons have (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons or any officer or director thereof, was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock owned directly and indirectly by the Reporting Persons were purchased with working capital of Strategic Turnaround Equity Partners, L.P (Cayman) and the investment capital of Messrs. Galloway and Herman.

Item 4. Purpose of Transaction.

All of the shares of Common Stock reported herein were acquired for investment purposes. On each of the following dates and at the following prices per share, Strategic Turnaround Equity Partners, L.P. made purchases of Common Stock on the open market with its working capital:

Date	Number of Shares Acquired	Price Per Share
1/03/07	6,509	2.4691
1/04/07	30,000	2.546

1/18/07	10,246	2.27330
1/23/07	22,400	2.1589
1/31/07	9,479	2.24

2/05/07	10,000	2.15
2/14/07	30,000	2.01
2/15/07	36,000	2.0011
2/16/07	3,000	2.1655
2/22/07	31,976	2.1822
3/01/07	11,479	2.0535

On each of the following dates, transfers were made by new subscribers to Strategic Turnaround Equity Partners, LP (Cayman):

Date	Number of Shares Transferred	Price Per Share
1/05/07	19,500	Transfer -
2/01/07	4,000	Transfer --

On each of the following dates and at the following prices per share, Bruce Galloway or his affiliates made purchases of Common Stock on the open market with his personal funds:

Date	Number of Shares Acquired	Price Per Share
2/20/07	5,900	2.1811

On each of the following dates and at the following prices per share, Gary L. Herman or his affiliates made purchases of Common Stock on the open market with his personal funds:

Date	Number of Shares Acquired	Price Per Share
1/04/07	2,500	2.54

(b) On March 14, 2007, the Reporting Persons sent a letter to the Board of Directors of the Issuer indicating their concern over the current management and direction of the Company. The letter also asked for a nominee to the Board of Directors and for the Board to pursue strategic alternatives.

Other than as set forth below, the Reporting Persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b)

As of the date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway Capital Management LLC (as the general partner of Strategic Turnaround Equity Partners, L.P.), Bruce Galloway and Gary L. Herman (as Managing Members of Galloway Capital Management LLC) are deemed to beneficially own an aggregate of 731,317 shares of Common Stock, representing approximately 11.73% of the number of shares of Common Stock stated to be outstanding by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006. Strategic Turnaround Equity Partners, L.P. (Cayman) is deemed to be the direct beneficial owner of 571,423 shares of Common Stock. Galloway Capital Management LLC is deemed to be the indirect beneficial owner of 571,423 shares of Common Stock. Bruce Galloway and Gary L. Herman are deemed to be the indirect beneficial owners of 571,423 shares of Common Stock. Each of Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by Strategic Turnaround Equity Partners, L.P. (Cayman) (except for (i) the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), (ii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being members of Galloway Capital Management LLC, and (iii) the indirect interests of Bruce Galloway and Gary L. Herman by virtue of being limited partners of Strategic Turnaround Equity Partners, L.P. (Cayman). Galloway Capital Management LLC, Gary L. Herman and Bruce Galloway have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock.

Of the 148,605 shares of common stock held by Mr. Galloway, 36,105 are held by Mr. Galloway individually, 94,100 shares of common stock are owned by by Jacombs Investments, Ltd., (“Jacombs”) for which Mr. Galloway has the power to vote and dispose the shares, and 18,400 shares of common stock are held by RexonGalloway Capital Growth, an investment company in which Mr. Galloway is a member ("RexonGalloway") and for which Mr. Galloway retains full investment and voting discretion. [As a note, in a 13G filed with the Securities and Exchange Commission by the Bruce Galloway on February 13, 2007 on the Issuer, the number of shares for which Mr. Galloway has sole voting power was properly reflected in the body of the document under Item 4, but inaccurately reflected in line 5 of his schedule].

Gary L. Herman beneficially owns 11,289 shares of common stock, 2,500 shares are held by Mr. Herman individually, 4,289 shares of common stock are held by the Gary Herman, IRA and 4,500 shares are held by FBR, Inc. (“FBR”) for which Mr. Herman is the sole owner and serves as an officer.

(c)

Other than as set forth in this Schedule 13D, the Reporting Persons and the executive officers and directors listed in Item 2 have not effected any transactions in the shares of the Company’s equity securities within the past 60 days.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With the Issuer.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1. Letter to Metro One Telecommunications, Inc. Board of Directors dated March 14, 2007.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Strategic Turnaround Equity Partners, L.P. (Cayman)

March 14, 2007	By: /s/ Gary Herman
	Name: Gary Herman
	Title: Managing Member of Galloway Capital Management LLC, the General Partner of Strategic Turnaround Equity Partners, L.P. (Cayman)


	Galloway Capital Management, LLC

March 14, 2007	By: /s/ Bruce Galloway
	Name: Bruce Galloway
	Title: Managing Member


	Gary L. Herman

March 14, 2007	/s/ Gary L. Herman


	Bruce Galloway

March 14, 2007	/s/ Bruce Galloway

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-1 2 v068375_ex1.htm

Strategic Turnaround Equity Partners, LP (Cayman)

c/o Galloway Capital Management, LLC

730 Fifth Avenue, 10^th Floor

New York, NY 10019

(212) 247-1339

March 14, 2007

Metro One Telecommunications, Inc.

11220 Murray Scholls Place

Beaverton, Oregon 97007

Attention: Board of Directors

Dear Members of the Board:

As you may know, Strategic Turnaround Equity Partners, LP (Cayman) ("STEP") is one of the largest shareholders in Metro One Telecommunications, Inc. ("Metro One” or the "Company"). STEP currently owns over 9% of the Company’s outstanding common shares.

Over the past year STEP has been supportive of the Company’s management and its efforts to lower the Company’s operating cost structure and respond to the loss of significant contracts. However, STEP believes that the Company’s board of directors and management now need to be more responsive to these challenges and develop an efficient and effective plan to realize the Company’s growth potential over the next year.

Last week we read the 13D filing by Everest Special Situations Fund, LP (“Everest”) and their demands to the Company’s board of directors and chairman. STEP agrees and concurs with many of the views expressed by Everest and agrees that changes need to be made within the Company in order to maximize shareholder value, including an executive experienced in corporate restructurings.

Furthermore, we would like a representative chosen by STEP elected to the board of directors as soon as practicable. We strongly believe that the board has an obligation to promptly honor this request since we are one of the Company’s largest shareholders and our experience as investors in turnaround situations can benefit the Company and its shareholders.

We are available to meet or speak with the Company’s board of directors and management at their earliest convenience.

Sincerely

Gary Herman

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