UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 2627, 2023

METRO ONE TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	000-27024	93-0995165
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 North Gould Street, Suite 2990Sheridan, Wyoming		82801
30 North Gould Street, Suite 2990 Sheridan, Wyoming		82801
(Address of Principal Executive Offices)		(Zip Code)

(307) 683-0855

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b- 2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0103 ~~Other~~Amendments ~~Events~~to Articles Of Incorporation or Bylaws; Change in Fiscal Year.

On ~~June~~August 264, 2023, ~~Metro~~pursuant ~~One~~to ~~Telecommunications,~~the ~~Inc.~~approval ~~(the~~provided ~~Company”)~~by ~~was~~the ~~advised~~requisite bystockholders ~~its~~of ~~wholly~~Metro ~~owned~~One ~~subsidiary~~Telecommunications, ~~Stratford Ltd~~Inc. (the “~~Stratford~~Company”), ~~that~~on 12February ~~Stratford~~28, ~~employees~~2023, ~~filed~~the aCompany’s ~~motion~~Board ~~with~~of ~~the~~Directors ~~District~~approved ~~Court~~an ofamendment ~~Tel~~to ~~Aviv (~~the ~~“Court”),~~Company’s ~~case~~Certificate ~~no.~~of ~~59931-06-23~~Incorporation (the “~~Temporary Trustee Motion~~Amendment”), to ~~commence~~effectuate ~~insolvency~~a ~~proceedings~~reverse ~~against~~stock ~~Stratford.~~split ~~The motion was filed as a result~~ of ~~unpaid~~the ~~salaries~~Company’s ~~and~~common ~~social~~stock, par ~~benefits~~value to$0.0001 ~~those~~per ~~employees~~share ~~outstanding~~(the as“Common ~~of April 30~~Stock”), ~~2023~~affecting inboth the ~~approximate~~authorized USand ~~Dollar~~issued ~~amount~~and ofoutstanding ~~$254,725~~number ~~(NIS~~of ~~945,604),~~such ~~not~~shares ~~including~~by ~~additional~~a ~~amounts~~ratio ~~owing~~of 1-for-75 ~~pension~~(the ~~and~~“Reverse anStock ~~educational savings plan~~Split”). The ~~motion~~Amendment ~~further~~also, ~~indicates~~upon ~~the~~effectiveness ~~salary~~on ~~and~~September ~~benefits~~27, ~~payable~~2023, atreduced the ~~date~~number of ~~the~~authorized ~~filing~~shares ~~has~~of ~~increased~~Common toStock aunder ~~total~~the ~~approximate~~Company’s ~~amount~~Certificate of ~~$323,250~~Incorporation ~~(NIS~~from ~~1.2~~600 million). Inshares ~~addition,~~authorized ~~the employees filed an ex-parte motion~~ to ~~appoint~~35 amillion ~~temporary~~shares ~~trustee~~authorized in(the ~~order~~“Share ~~to prevent concealment of assets~~Reduction”).

InThe ~~response~~Company tofiled the ~~Temporary~~Amendment ~~Trustee~~with ~~Motion,~~ the ~~Court~~Secretary ~~declined~~of toState ~~make~~of ~~a ruling on~~ the ~~ex-parte~~State ~~motion~~of ~~and~~Delaware ~~ordered~~effectuating ~~Stratford~~the toReverse ~~file~~Stock ~~its~~Split ~~response~~and ~~with~~ the ~~Court~~Share noReduction ~~later~~on ~~than~~September ~~July 2~~26, 2023. IfThe noReverse ~~objection~~Stock isSplit ~~filed~~and byShare ~~Stratford,~~Reduction abecame ~~temporary~~effective ~~trustee~~in ~~will be immediately appointed from a list of three nominees offered by~~ the ~~local~~State ~~Ministry~~ of ~~Justice.~~Delaware ~~Stratford~~at ~~has~~11:59 ~~advised the Court it does not intend to file an objection to the Temporary Trustee Motion~~P.M. ~~The~~ET ~~Court~~on ~~has~~Wednesday, ~~scheduled~~September ~~the insolvency motion for August 8~~27, 2023.

OnBeginning ~~June~~with 27the opening of trading on September 28, 2023, the Common Stock traded on the OTC on a split-adjusted basis under a new CUSIP number 59163F303. As a result of the Reverse Stock Split, each seventy-five (75) shares of ~~Mr.~~Common ~~Jonah~~Stock ~~Meer~~issued and Mroutstanding prior to the Reverse Stock Split converted into one (1) share of Common Stock, with no change in par value per share, and the number of shares of Common Stock outstanding was reduced from approximately 273.7 ~~James~~million Ashares to approximately 3.6 ~~Brodie~~million ~~resigned~~shares. No fractional shares will be issued as ~~directors~~a result of ~~Stratford~~the Reverse Stock Split. Fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number. Stockholders who would own less than 100 shares of Common Stock as a result of the Reverse Stock Split will have their total ownership amount rounded up to exactly 100 shares of Common Stock. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Common Stock will be proportionally adjusted.

The Company’s isCommon ~~currently~~Stock inwill ~~the~~continue ~~process~~to oftrade ~~reviewing~~on ~~several suitable acquisition targets with revenue generating operations with~~ the ~~intent~~OTC tounder ~~complete an acquisition no later than August 31, 2023. There is no assurance that~~ the ~~Company~~symbol ~~will successfully identify a suitable acquisition target~~“WOWI.” ~~Even if a suitable acquisition target is identified~~However, ~~there~~for isthe nofirst ~~assurance~~20 ~~that~~business ~~any~~days ~~definitive~~after ~~agreement~~effectiveness ~~will~~of bethe ~~agreed~~Reverse ~~upon~~Stock ~~and entered into~~Split, orthe ~~that~~Company’s ~~any~~Common ~~transaction~~Stock will betrade ~~consummated~~ on the ~~terms~~OTC orunder ~~timeframe~~the ~~currently~~symbol ~~contemplated,~~“WOWID.” orAfter atsuch ~~all.~~time, ~~Stratford~~the ~~operations~~symbol will ~~continue~~revert ~~during~~back ~~the~~to ~~insolvency proceeding~~“WOWI.”

2The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 27, 2023, the Company issued a press release announcing the 1-for-75 Reverse Stock Split and Share Reduction, a copy of such press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.1		Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 26, 2023.
99.1		Press Release, dated September 27, 2023.
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	METRO ONE TELECOMMUNICATIONS, INC.
Dated: June 30, 2023	By:	/s/ Elchanan Maoz
Dated: September 28, 2023	By:	/s/ Elchanan Maoz
		Name: Elchanan Maoz
	Name:	Elchanan Maoz
		Title: Chief Executive Officer, President and Director
	Title:	Chief Executive Officer, President and Director

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