United States securities and exchange commission logo





                              October 4, 2022

       Elchanan Maoz
       Chief Executive Officer
       Metro One Telecommunications Inc.
       30 North Gould Street
       Suite 2990
       Sheridan, WY 82801

                                                        Re: Metro One
Telecommunications Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed September 7,
2022
                                                            File No. 333-262645

       Dear Elchanan Maoz:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
11, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Prospectus Cover Page, page iii

   1.                                                   We note your response
to prior comment 1 but your cover page remains inconsistent with
                                                        the prospectus summary
regarding whether you are offering warrants or just the shares
                                                        underlying the
warrants. Please revise to clearly disclose the securities being offered by
                                                        the company and by the
selling shareholders and the price at which the company and the
                                                        selling shareholders
are offering those securities. Also disclose the exercise price of the
                                                        warrants being offered
by the selling stockholders which appears to vary between
                                                        $0.02567 and $0.12 per
share. Your Prospectus Summary should clarify that the exercise
                                                        price of these selling
stockholder warrants are lower than the public warrants that are to be
 Elchanan Maoz
Metro One Telecommunications Inc.
October 4, 2022
Page 2
         sold in the primary offering of $0.15 per share and may result in
significant dilution to
         public stockholders. Finally, clarify that the offering will terminate
after 365 days, but
         may be extended for an additional 90 days.
Prospectus Summary, page 1

2.       We note your response to prior comment 2 and your disclosure that you
maintain an
         "office address" in Wyoming, but your business operations and
management is
         "primarily" conducted in Israel. If true, please clarify that your
"office address" at 30
         North Gould Street is the address of your Wyoming registered agent and
you do not
         maintain an office or conduct operations in the United States, nor do
you manage your
         affairs in Wyoming. Clarify whether that the Wyoming address is
primarily to accept
         service of process and mail forwarding services to your management in
Israel.
3.       We note that your former Chief Executive Officer, Ms. Bianca Meger,
resigned on July
         19, 2022 and your President, Mr. Elchanan Maoz, is currently your
Acting Chief
         Executive Officer. Please clarify your current plans to appoint or
seek a permanent CEO
         prior to or shortly after your IPO and add a risk factor to address
the uncertainty as to your
         management team prior to becoming a public company. Further, either
here or your risk
         factor on page 16, clarify the percentage of time that Mr. Maoz
devotes to your
         management and operations.
4.       We note your response to prior comment 4 regarding the number of
customers that you
         have. Given that you only have limited revenue and only 4 customers,
please revise to
         disclose any uncertainty as to your performance claims of your
platform due to small
         sample size and operating history. Also, add a risk factor regarding
your dependence on 4
         customers.
Liquidity and Capital Resources, page 33

5.       We note your response to prior comment 7 regarding your currently
available cash
         resources. While you indicate that you do not currently have
sufficient funds available to
         meet your working capital needs for the next 12 months, please clarify
your cash needs in
         order to meet your business objectives in the next year.
Certain Relationships and Related Transactions, page 49

6.     We note that your acting CEO, Mr. Maoz, is affiliated with entities
affiliated with Maoz
       Everest Management Limited Fund and other Everest entities. Please
revise this section
       to disclose all related party transactions involving you and these
entities. We note that
FirstName LastNameElchanan Maoz
       Everest entities have entered into recent promissory notes with you,
received transaction
Comapany
       fees NameMetro     One
            for the sale of    Telecommunications
                            securities               Inc.
                                       (page F-36) and other transactions.
Please refer to Item 404
Octoberof4,Regulation
            2022 PageS-K.
                        2
FirstName LastName
 Elchanan Maoz
FirstName
Metro One LastNameElchanan
           TelecommunicationsMaoz
                              Inc.
Comapany
October    NameMetro One Telecommunications Inc.
        4, 2022
October
Page 3 4, 2022 Page 3
FirstName LastName
Financial Statements
For the Six Months Ended June 30, 2022 and 2021, page F-1

7.       Please revise in response to the comments on the audited financial
statements for the years
         ended December 31, 2021 and 2020.
For the Years Ended December 31, 2021 and 2020
Note 4 - Summary of Accounting Policies
Software, Research & Development Expenditure, page F-32

8.       We note that research and development expenditures subsequent to the
acquisition of
         software from Royal App are capitalized as incurred. Please revise the
accounting policy
         disclosure and related financial statements to differentiate between
costs incurred to
         establish the technological feasibility, which should be expensed as
incurred pursuant to
         ASC 730-10, and costs incurred subsequent to determining technological
feasibility.
         Please expand MD&A on page 36 accordingly.
9.       Please expand the disclosure to include the basis for your belief that
the certain assets
         acquired in the Royal App transaction have alternative future uses,
which permits the fair
         value measurement of the related intangible asset pursuant to ASC
805-50-30-1 and ASC
         730-10-25-2(c).
10.      Refer to Note 6 on page F-37 which states that you have not yet
completed the
         development of your upgraded software application, which is expected
to reach
         commercial viability in the second quarter of 2022. We also note that
the software is
         under ongoing development. Please disclose, in detail, how you
established technological
         feasibility of the substantially augmented and re-developed Shelfy
software platform
         subsequent to acquisition and prior to launch in 2022.
11.      We note on page F-37 that the Shelfy platform is expected to reach
commercial viability
         in the second quarter of 2022. Please include subsequent events
disclosure to disclose the
         launch date for the re-developed Shelfy platform. Please also revise
the financial
         statements to expense research and development costs incurred prior to
technological
         feasibility (i.e. launch date) or tell us why you believe that
technological feasibility was
         achieved prior to initial launch of the re-developed platform.
Revenue Recognition, page F-33

12.      Refer to your Revenue recognition accounting policy on pages F-11 and
F-33 that states
         that you recognize revenue "when a perceived contract exists." Please
expand the
         disclosure to clarify in greater detail how you determine whether a
contract exists. Please
         expand MD&A accordingly.
 Elchanan Maoz
FirstName
Metro One LastNameElchanan
           TelecommunicationsMaoz
                              Inc.
Comapany
October    NameMetro One Telecommunications Inc.
        4, 2022
October
Page 4 4, 2022 Page 4
FirstName LastName
Note 5 - Acquisition of Assets, page F-36

13.      We note that assets acquired included goodwill, intellectual property
and trademarks,
         customer service agreements and certain other assets and liabilities.
Please disclose in
         quantified detail the fair value attributable to each type of acquired
asset. Also, disclose
         your methodology for determining the fair value of each acquired asset
and explain to us
         why goodwill was recognized in an asset acquisition.
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Ken Bart, Esq.