Metro One Development, Inc (MTRO)

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They are issuing shares to pay off debt
New shareholders paying off debt

Unregistered Sale of Equity Securities



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Between June 18, 2008 and June 25, 2008, an existing investor converted $16,160 principal amount of a convertible promissory note into an aggregate of 101,000,000 shares of our common stock, at a conversion rate of $0.00016 per share. 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. We issued shares pursuant to this conversion as follows:

* On June 18, 2008, we issued 10,000,000 shares of our common stock.
* On June 19, 2008, we issued 20,000,000 shares of our common stock.
* On June 20, 2008, we issued 20,000,000 shares of our common stock.
* On June 24, 2008, we issued 24,000,000 shares of our common stock.
* On June 25, 2008, we issued 27,000,000 shares of our common stock.