UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-KSB

                                  (Mark One)

 [X} ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  For the fiscal year ended July 31, 2008

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the transition period from ________ to________

                        Commission file number 333-61538

                          METRO ONE DEVELOPMENT, INC.
             (Name of small business issuer in its charter)

            DELAWARE                                  98-0231687
      ----------------------                         --------------
   (State or other jurisdiction of                 (I.R.S. employer
     incorporation or organization)               identification number)

    85 CORSTATE AVENUE, UNIT #1, CONCORD, ONTARIO, CANADA           L4K 4Y2
          (Address of principal executive offices)                (Zip Code)

      Issuer's telephone number: (905) 760-2987

      Securities registered under Section 12(b) of the Exchange Act: NONE.

      Securities registered under Section 12(g) of the Exchange Act: NONE.

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year: $ 0

As of October 31, 2008, the aggregate market value of the issuer's common stock
held by non-affiliates was $14,532 (based on the closing price of $0.0002 per
share of common stock on October 31, 2008, as reported by the Over-the-Counter
Bulletin Board).

<PAGE>

The issuer had 72,656,560 shares of common stock outstanding as of
November 3, 2008.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]
                   ---------------------------------------

<PAGE>

                         METRO ONE DEVELOPMENT, INC.
                                 FORM 10-KSB

                             TABLE OF CONTENTS


                                                                    PAGE NO.
PART I

ITEM 1.  DESCRIPTION OF BUSINESS.........................................4

ITEM 2.  DESCRIPTION OF PROPERTY.........................................6

ITEM 3.  LEGAL PROCEEDINGS...............................................7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............7


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES........8

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......10

ITEM 7.  FINANCIAL STATEMENTS.....................................F1 - F21

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.......................................21

ITEM 8A(T). CONTROLS AND PROCEDURES.....................................21

ITEM 8B. OTHER INFORMATION..............................................22


PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
         AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF
         THE EXCHANGE ACT...............................................22

ITEM 10. EXECUTIVE COMPENSATION.........................................25

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................27

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
         DIRECTOR INDEPENDENCE..........................................28

ITEM 13. EXHIBITS.......................................................29

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................32


<PAGE>

PART I

FORWARD LOOKING STATEMENTS DISCLAIMER

This report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the risks
described in this annual report on Form 10-KSB and other filings we make from
time to time filed with the Securities and Exchange Commission. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made.  We do not intend to update any of the forward-looking statements
after the date of this document to conform these statements to actual results
or to changes in our expectations, except as required by law.

ITEM 1. DESCRIPTION OF BUSINESS

HISTORICAL DEVELOPMENT

We incorporated in the State of Delaware on July 21, 2000.  We immediately
acquired International Mount Company Limited, a private corporation owned and
operated by Stuart Turk.  International Mount stockholders received 16,000,000
shares of our common stock and a cash payment of $198 in exchange for all the
issued and outstanding shares of International Mount's common stock pursuant
to a Share Exchange Agreement.

In October 2003, we acquired the assets and liabilities of Compuquest, Inc.
through our subsidiary International Mount. Compuquest was incorporated under
the laws of Ontario, Canada in November 1989. Compuquest is an authorized
dealer of computer hardware, software and peripherals for Acer America, AST
Computer, Hewlett-Packard, Microsoft and Toshiba.

On June 1, 2004, we acquired the assets and liabilities of Vital Baby
Innovations, Inc., a Canadian company headquartered in Toronto, Ontario, the
exclusive distributor of the Heinz Baby Basics feeding accessories range and
Sudocrem diaper rash cream in Canada.

On February 28, 2005, we advanced the sum of $200,000 as a secured loan to
1637033 Ontario Limited of the City of Vaughan in the Province of Ontario in
Canada. The borrower was subsequently found to be in default of the terms of
the loan and the shares of the borrower were surrendered by the stockholder
to us in full and final settlement of the outstanding loan. The assets of the
borrower included 100% of the outstanding stock of a private corporation
known as Helios/Oceana Ltd. which was primarily in the business of providing
system integration services related to computer hardware and software. The
borrower was also in possession of a note secured by all of the assets of
Helios/Oceana Ltd. We subsequently acquired all of the assets of Helios/Oceana
Ltd. including the name and any trademarks under the terms of the security
provided under the note held by 1637033 Ontario Limited. We accounted for this
transaction as an acquisition of a business by allocating the $200,000 to the
fair value of the net assets and goodwill of Helios/Oceana Ltd.

                                       4
<PAGE>

On July 5, 2005, we entered into an Asset Sale Agreement with Vital
Products, Inc.  We agreed to sell all of the equipment used in our Childcare
Division including, but not limited to, molds and dies related to the baby
bath, packaging molds and dies for the padded training seat, mixing tank and
2kw RF welder as well as sealing machine dies, custom equipment to produce
the padded training seat, and formulations related to producing materials.
In exchange for the Childcare Division's assets, Vital Products agreed to
issue 1,000,000 shares of its common stock having an aggregate fair market
value of $250,000 to a trust which held the shares for the benefit of
the stockholders of our Company, and two term notes in the amounts of
$750,000 and $255,000. The notes pay 20% simple annual interest.

On July 19, 2005, we entered into an agreement with Elaine Abate, John Abate,
Gerhard Schmid, Frank Abate, 1066865 Ontario Inc., and Infinity Technologies,
Inc. to purchase all of the issued and outstanding shares of Infinity
Technologies, Inc. stock in exchange for $2,155,382.  The purchase price was
paid in a combination of shares of our restricted common stock valued at
$1,350,000, $395,549 in cash ($819,672 cash paid less $424,123 cash acquired),
and a promissory note for $409,833.  The promissory note paid no interest and
was paid in three equal payments on January 15, 2006, February 15, 2006 and
March 15, 2006.

On January 10, 2006, we entered into an agreement to purchase all of the
issued and outstanding shares of Island Corporation stock in exchange for
$2,065,100.   The purchase price was paid in a combination of 1,060,000
shares of our restricted common stock valued at $775,100, $860,000 in cash,
and a promissory note for $430,000.   The promissory note paid no interest
and was paid in full on February 21, 2007.

On January 31, 2006, we entered into an agreement to purchase certain assets
of Solutions In Computing, Inc. in exchange for $491,202.  The purchase price
was be paid for with a combination of 800,000 shares of our restricted common
stock valued at $320,000, $87,796 in cash and a promissory note for $83,406
with interest at the rate of 5% per year as follows: monthly payments of
principal and interest in the amount of $2,845 on the first day of each
month with the first of such payments due and payable on March 1, 2006
and the last of such payments due and payable on August 1, 2008.  On
July 24, 2007, we paid the promissory note in full, in advance of its due
date.

During May 2006, we amalgamated all of our subsidiaries into On the Go
Technologies, Inc.  Accordingly, as of July 31, 2007, we conduct our
operations directly.

On March 18, 2008, we entered into a binding agreement with FTS
Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and
wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS
agreed to purchase certain assets of our value-added reseller business unit,
dba On The Go Technologies Group, including its goodwill and intellectual
property. On June 6, 2008, we agreed to amend certain terms of the binding
agreement. On July 14, 2008, FTS notified us that it intended to terminate the
this transaction.  We believe FTS has breached its agreements with us and that
the promissory note issued pursuant to the binding agreement, as amended, is
in default.  We intend to pursue all remedies that are available to us.
As of March 18, 2008 we  discontinued all operations as a valued-added
reseller.

As a result of the sale of the value-added reseller business, we
changed our business focus to that of a custom builder and property
developer in the Greater Toronto Area in Canada and subsequently changed
our name from On The Go Healthcare, Inc. to Metro One Development, Inc.
effective April 14, 2008.

                                       5
<PAGE>

OUR BUSINESS

During the fiscal year ended July 31, 2008, we operated primarily as a
value-added reseller of the following computer and computer-related products:

  * Hardware:    Intel-based servers, personal computers and laptops
                 supporting Windows, Macintosh, Unix, Linux, and Novell
                 operating systems.

  * Peripherals: Printers, monitors, personal digital assistants, scanners,
                 and other computer equipment related to the  operation of
                 computers, servers, and laptops.

  * Software:    Microsoft Windows and Apple Macintosh retail boxed products
                 that relate to the operation of computers, servers and
                 laptops.  Those software products include the operating
                 system sold separately as well as with the original
                 hardware.

  * Supplies:    Toner, ink, ribbons, labels, paper and cleaning products.

All of the products we sold were manufactured by others.

As of March 18, 2008, we sold and simultaneously discontinued our operations
as a value-added reseller.  We intend to develop our business as a custom
builder and property developer in the Greater Toronto Area in Canada. We plan
to acquire and renovate, either on a contract or speculative basis, properties
for development or repurpose, after performing feasibility studies into the
strong real estate appreciation potential of an area. Further, we intend to
strategically target growing affluent areas by offering unique, exclusively
designed and high quality housing as well as commercial, retail and
industrial properties. Our business plan is to fabricate the foundations
and architecture to create a personalized design solution, tailored to our
customers' demands and space intentions.

SALES AND MARKETING

Our sales and marketing strategies for our new business have been created
based on specific target markets. We are currently developing a marketing
program to target customers in the Greater Toronto Area. As of
October 31, 2008, we did not have any sales representatives or agreements
in place to further our marketing plans.

EMPLOYEES

As of October 31, 2008, we had 2 full-time employees and 4 part-time
employees.

ITEM 2. DESCRIPTION OF PROPERTY

We are headquartered in Concord, Ontario, Canada where we lease a 12,500
square-foot facility.  We have an oral contract for a month-to-month lease
and pay $7,585 per month in rent.  We believe this facility is adequate
for our needs for the foreseeable future.

                                       6
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

On June 23, 2006, Frank Abate, Elaine Abate, John Abate and Gerhard Schmid
filed a Statement of Claim in Ontario Superior Court against On The Go
Healthcare, Inc. for alleged damages for breach of contract in the amount
of $281,522 and damages for wrongful dismissal of Frank Abate and John Abate.
We have paid severance pay for Frank Abate and John Abate's termination and
we believe the plaintiff's entire claim is frivolous.  It is too early to
determine the outcome of such allegations; however, we intend to vigorously
defend against the plaintiff's claim. We have accrued $100,000.

On September 25, 2008, Laurus Master Fund, Ltd. filed a Complaint in the
Supreme Court of the State of New York naming Metro One Development, Inc.
and another party as defendants alleging breach of contract and promissory
estoppel and sought damages in the amount of $874,471.  The claim relates
to a $5,500,000 financing agreement we entered into with Laurus on
July 14, 2005, as later amended.  In its complaint, Laurus alleges that
we are in breach of the security agreement by selling substantially all of
the assets subject to their security interest and failing to direct all
present and future payments constituting collateral into an account under
Laurus' control.  While it is too early to determine the outcome of such
allegations, we intend to continue to aggressively defend ourselves against
any claims and assert all available defenses.

On October 6, 2008, Arrow Electronics, Inc. sent us and another company a
formal demand for payment of $461,097 relating to product we purchased in
the first nine months of the year ended July 31, 2008. The Company has accrued
$461,097 as at July 31, 2008.

On July 15, 2008, EqualLogic Inc. filed a motion against us under previous
trade name in the State of New Hampshire for $658,464 relating to product
we purchased on January 18, 2008. The letter is addressed to a third party
and under a previous trade name that we had been using before selling it to
the third party. The company has accrued $658,464 as at July 31, 2008.

On July 31, 2008, Ingram Micro, Inc. sent us a formal demand for payment of
$85,567 relating to product we purchased in the beginning of March 2008
and product purchased by another company. The Company has accrued $85,567
as at July 31, 2008.

On August 7, 2008, Supercom Canada, Ltd. sent us a formal demand for payment
of $37,771 relating to product we purchased in 2006.

On August 7, 2008, Tech Data Canada Corporation sent us a formal demand for
payment of $329,998 relating to product we purchased in the first nine
months of the year ended July 31, 2008. The Company has accrued $329,998 as
at July 31, 2008.

On August 26, 2008, Isilon Systems Inc. filed a motion of default judgment
in the State of Washington against us and another company for $192,834
relating to product we purchased on October 24, 2007 and December 20, 2007.
The company has accrued $192,834 as at July 31, 2008.

                                       7
<PAGE>

On August 28, 2008, Synnex Canada Limited sent a formal demand for payment
of $124,333 relating to product we purchased in March 2008. The Company
has accrued $124,333 as at July 31, 2008.

On September 3, 2008, Autodesk Inc. sent us a formal demand for payment of
$54,776 relating to product we purchased in January 2008. The letter is
addressed under a previous trade name that had been used before selling it
to a third party. The company has accrued $54,776 as at July 31, 2008.

On October 20, 2008, Silicon Graphics Limited filed a claim against us with
the Ontario Superior Court of Justice for $189,134 relating to product we
purchased November 20, 2006. The company has accrued $189,134 as at
July 31, 2008.

We may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. Other than the litigation described above, we are not aware of any
pending or threatened litigation against our Company or our officers and
directors in their capacity as such that could have a material impact on
our operations or finances.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 19, 2008, stockholders acted by written consent to vote on the
following matters:

Approval of an amendment to our Amended and Restated Certificate of
Incorporation, as amended, to provide our Board of Directors the authority
to effect a reverse split of our common stock in the ratio of 1 for 1,000;

Approval of an amendment to our Amended and Restated Certificate of
Incorporation, as amended, to increase the total authorized shares to
5,001,000,000 shares, consisting of a class of 5,000,000,000 shares of common
stock, par value of $0.0001 per share and a class of 1,000,000 shares of
preferred stock, par value of $0.01 per share; and

To ratify the transaction pursuant to which we sold a portion of our assets to
FTS Group, Inc. and its wholly-owned subsidiary, OTG Technologies Group, Inc.

As to all matters described above, votes for:  445,826,800, or 66.86%.


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has traded over the counter and has been quoted on the OTC
Bulletin Board since February 5, 2003. The stock currently trades under the
symbol "MEDV.OB." Bid and ask quotations for our common shares are routinely
submitted by registered broker dealers who are members of the National
Association of Securities Dealers on the NASD Over-the-Counter Electronic
Bulletin Board. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
The high and low bid information for our shares for each quarter for the last
two years, so far as information is reported, through the quarter ended
July 31, 2008, as reported by the Bloomberg Financial Network, are as follows:

                                       8
<PAGE>

QUARTER ENDED           HIGH               LOW

2007
October 31, 2006        $  5.00           $  1.35
January 31, 2007        $  1.77           $  0.15
April 30, 2007          $  0.165          $  0.026
July 31, 2007           $  0.0275         $  0.0019

2008

October 31, 2007        $385.00           $ 75.00
January 31, 2008        $ 85.00           $  1.70
April 30, 2008          $400.00           $  0.20
July 31, 2008           $ 50.00           $  0.10

Prices are restated for a 50:1 reverse split on August 10, 2006, a 50:1 reverse
split on November 16, 2007, a 1000:1 reverse split on April 14, 2008 and a
1000:1 reverse split on August 15, 2008.

Holders

The number of record holders of our common stock as of October 31, 2008 was
approximately 2,300, not including nominees of beneficial owners.

Dividends

Since our inception, we have not paid dividends on our common stock. We do
not expect to pay dividends on our common stock in the foreseeable future;
rather we intend to retain any earnings for use in our business activities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes securities authorized for issuance under
equity compensation plans as of July 31, 2008:


                Equity Compensation Plan Information
                ------------------------------------

Plan Category     Number of securities   Weighted-average  Number of securities
                    to be issued upon     exercise price    remaining available
                 exercise of outstanding   of outstanding   for future issuance
                        options,         options, warrants      under equity
                  warrants and rights      and rights        compensation plans
                                                          (excluding securities
                                                                reflected in
                                                                 column (a))
--------------   -----------------------  ----------------  -------------------
                           (a)                    (b)               (c)
--------------   -----------------------  ----------------  -------------------

Equity
compensation
plans approved
by security
holders                     0                    $ -                 0


Equity
compensation
plans not
approved by
security holders            0                    $ -                 0
                 -----------------------  ----------------  -------------------

Total                       0                    $ -                 0
                 =======================  ================  ===================

                                        9
<PAGE>

SECURITIES ISSUED UNDER STOCK OPTION PLANS

During the fiscal year ended July 31, 2008, we adopted the following stock
option plans.

Stock Option Plan                   Number of Shares Authorized for Issuance
                                                 Pursuant to Plan
----------------------------------------------   -----------------------
2007 Stock Option Plan, dated August 14, 2007           100,000,000
2007 Stock Option Plan, dated October 5, 2007           100,000,000
2007 Stock Option Plan, dated October 19, 2007          160,000,000
2007 Stock Option Plan, dated November 19, 2007         200,000,000
2008 Stock Option Plan, dated February 26, 2008         200,000,000
2008 Stock Option Plan, dated April 14, 2008            195,000,000
2008 Stock Option Plan, dated June 18, 2008             300,000,000


The common stock issued pursuant to the above plans was registered on Form S-8s
with the Securities and Exchange Commission and were issued to consultants and
employees in lieu of cash compensation.  We adopted these plans without the
approval of our security holders.  The plans authorize the plan administrator
to issue options, Stock Appreciation Rights, or SARs, and restricted shares of
our common stock to employees, directors and consultants.  Options issued under
the plans, if any, shall expire no later than 10 years following the date of
grant. No grant may be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the grantee, only
by the grantee; provided, however, during the lifetime of the grantee, SARs
may be transferred by gift to members of the grantee's immediate family to
the extent and manner determined by the plan administrator.

RECENT SALES OF UNREGISTERED SECURITIES

We did not issue any unregistered securities during the quarter ended
July 31, 2008

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

INTRODUCTION

The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with our audited
consolidated financial statements and related notes thereto included
elsewhere in this report that have been prepared in accordance with
accounting principles generally accepted in the United States.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the Consolidated Financial Statements and accompanying notes. Estimates are
used for, but not limited to, the accounting for the allowance for doubtful
accounts, inventories, impairment of long-term assets, income taxes and
loss contingencies. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from these estimates under different
assumptions or conditions.

We believe the following critical accounting policies, among others, may be
impacted significantly by judgment, assumptions and estimates used in the
preparation of the Consolidated Financial Statements:

                                       10
<PAGE>

Asset Impairment

We assess the recoverability of long-lived assets whenever events or changes
in business circumstances indicate that the carrying value of an asset may not
be recoverable. An impairment loss is recognized when the sum of the expected
undiscounted future net cash flows over the remaining useful life is less than
the carrying amount of the assets.

Stock-Based Compensation

On January 1, 2006, we adopted SFAS No. 123 (R) "Share-Based Payment" which
requires the measurement and recognition of compensation expense for all
share-based payment awards made to employees and directors including employee
stock options and employee stock purchases related to a Employee Stock
Purchase Plan based on the estimated fair values.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115." This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. Most of the provisions of SFAS No. 159 apply only
to entities that elect the fair value option. However, the amendment to SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity Securities,"
applies to all entities with available-for-sale and trading securities.
SFAS No. 159 is effective as of the beginning of an entity's first fiscal year
that begins after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provision of SFAS No. 157, "Fair Value
Measurements." We do not expect the adoption of this statement, to have a
material effect on our future reported financial position or results of
operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
The objective of SFAS No. 157 is to increase consistency and comparability
in fair value measurements and to expand disclosures about fair value
measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS
No. 157 are effective for fair value measurements made in fiscal years
beginning after November 15, 2007. We do not expect the adoption of this
statement to have a material effect on our future reported financial
position or results of operations.

                                       11
<PAGE>

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS No. 141(R)"), which requires an acquirer to recognize in its financial
statements as of the acquisition date (i) the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree,
measured at their fair values on the acquisition date, and (ii) goodwill as
the excess of the consideration transferred plus the fair value of any
noncontrolling interest in the acquiree at the acquisition date over the fair
values of the identifiable net assets acquired. Acquisition-related costs,
which are the costs an acquirer incurs to effect a business combination, will
be accounted for as expenses in the periods in which the costs are incurred
and the services are received, except that costs to issue debt or equity
securities will be recognized in accordance with other applicable GAAP.
SFAS No. 141(R) makes significant amendments to other Statements and other
authoritative guidance to provide additional guidance or to conform the
guidance in that literature to that provided in SFAS No. 141(R). SFAS
No. 141(R) also provides guidance as to what information is to be disclosed
to enable users of financial statements to evaluate the nature and financial
effects of a business combination. SFAS No. 141(R) is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008.
Early adoption is prohibited. We have not yet determined the effect on our
consolidated financial statements, if any, upon adoption of SFAS No. 141(R).

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51"
("SFAS No. 160"), which revises the relevance, comparability, and
transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards that require (i) the ownership interests in subsidiaries
held by parties other than the parent be clearly identified, labeled, and
presented in the consolidated statement of financial position within equity,
but separate from the parent's equity, (ii) the amount of consolidated net
income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated statement
of income, (iii) changes in a parent's ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted
for consistently as equity transactions, (iv) when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, with the gain or loss on
the deconsolidation of the subsidiary being measured using the fair value
of any noncontrolling equity investment rather than the carrying amount of
that retained investment, and (v) entities provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent
and the interests of the noncontrolling owners. SFAS No. 160 amends FASB
No. 128 to provide that the calculation of earnings per share amounts in
the consolidated financial statements will continue to be based on the
amounts attributable to the parent. SFAS No. 160 is effective for financial
statements issued for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. Early adoption is prohibited.
SFAS No. 160 shall be applied prospectively as of the beginning of the fiscal
year in which it is initially applied, except for the presentation and
disclosure requirements, which shall be applied retrospectively for all
periods presented. We have not yet determined the effect on our consolidated
financial statements, if any, upon adoption of SFAS No. 160.


RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JULY 31, 2008 COMPARED TO 2007

Revenues

Revenues from continuing operations were $0 for the year ended July 31, 2008
and for the same period in 2007. As a result of our recent change in business
focusing on custom building and property development, we have not generated
any sales from continuing operations.

Revenues from discontinued operations decreased to $13,571,885 for the year
ended July 31, 2008 from $24,510,797 for the year ended July 31, 2007.

Cost of Sales

Cost of Sales for continuing operations was $0 for the year ended
July 31, 2008 and for the same period in 2007. As a result of our recent change
in business focus, we have not incurred any cost of sales from continuing
operations.

Cost of Sales from discontinued operations decreased to $10,854,339 for the
year ended July 31, 2008 from $20,038,977 for the year ended July 31, 2007.

                                       12
<PAGE>

Gross Profit

Gross Profit from continuing operations was $0 for the year ended July 31, 2008
and for the same period in 2007. As a result of our change in business
focus, we have not incurred any gross profit from the continuing operations.

Gross Profit from discontinued operations decreased to $2,717,546 for the year
ended July 31, 2008 from $4,471,820 for the year ended July 31, 2007.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses for our continuing operations
has decreased to $1,339,244 for the year ended July 31, 2008 from $1,531,923
for the year ended July 31, 2007. The overall decrease of $192,679 was
principally due to a reduction in overall corporate management staffing
expense due to sale of our discontinued operations.  With the recent sale of
our value-added computer reseller business, we expect to see an overall
reduction in expenses due to both the reduced staff requirements and the
focus on our new core business.

Interest and Financing Expense

Interest and financing expense decreased to $2,361,350 for the year ended
July 31, 2008 from $2,374,730 for the year ended July 31, 2007.  This
decrease is considered nominal.

Impairment Loss

Impairment loss increased to $250,000 for the year ended July 31, 2008 from
$nil for the year ended July 31, 2007.  The increase in impairment loss for
the year ended July 31, 2008 was due to the write down of shares in Vital
Products, Inc.

Loss on sale of Discontinued Operations

Loss on sale of discontinued operations totaled $1,773,079 for the year ended
July 31, 2008 compared to $0 in the year ended July 31, 2007. The increase was
the result of the sale of the value-added computer reseller business to FTS.

Net Loss

We had an increase in our net loss to $12,058,773 for the year ended
July 31, 2008 from $6,309,632 for the year ended July 31, 2007.  The increase
in net loss was due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2008, we had current assets of $1 and current liabilities of
$4,785,951, resulting in a working capital deficit of $4,785,950. As of
July 31, 2008, we had cash of $0.  As of July 31, 2007, we had current assets
of $6,960,615 and current liabilities of $7,703,218, resulting in a working
capital deficit of $742,603. As July 31, 2007, we had cash of $882,131.

For the year ended July 31, 2008, cash provided by operations was $3,204,110
as compared to $(255,960) for the year ended July 31, 2007.  The increase in
cash provided was due to our ability to collect on our accounts receivable.

For the year ended July 31, 2008, cash provided by investing activities was
$6,071 as compared to $(59,638) for the year ended July 31, 2007.  The
increase in cash in investing activities was primarily due to the disposal
of property and equipment.

                                       13
<PAGE>

For the year ended July 31, 2008, cash used by financing activities was
$4,156,361 as compared to cash provided by financing activities of $649,607
for the year ended July 31, 2007.  The primary source of financing for the
year ended July 31, 2008 has been our $5,000,000 revolving line of credit
with Laurus Master Fund, Ltd., whereas in the prior year we had proceeds
from sale of stock in addition to the revolving line of credit with Laurus.

On July 14, 2005, we entered into an equity line of credit through a
convertible debt facility with Laurus granting access to borrow up to
$5,500,000.  The financing consisted of a $500,000 secured term loan and
a $5,000,000 secured revolving note.  In January 2006, we agreed to revise
the convertible debt facility with Laurus and agreed to further amend the
terms in May 2006, September 2007 and again in October 2007.

As part of the financing arrangement with Laurus, we entered into a security
agreement which was later amended, referred to as the Amended and Restated
Security Agreement, whereby Laurus acquired a first priority perfected
security interest in all of our assets, including, without limitation, our
cash, cash equivalents, accounts receivable, equipment and contract
rights.  As part of the March 18, 2008 binding letter agreement we entered
into with FTS and its wholly-owned subsidiary OTG Technologies Group, Inc.,
whereby we sold FTS our value-added reseller business, FTS represented that
it would provide Laurus with a UCC on OTG Technologies Group, if required.

On May 22, 2008, Laurus sent us a letter stating that the asset sale to FTS
violated the terms of the Amended and Restated Security Agreement and
constitutes conversion of Laurus' collateral and tortuous interference with
Laurus' contractual rights.  Further, Laurus stated in its letter that all
sums payable to our Company by OTG Technologies Group constitute collateral
subject to Laurus' security interest.

On June 6, 2008, we entered into an amendment to our agreement with FTS.
Pursuant to the amendment, payments made by FTS on the note that was issued
as part of the purchase price for the assets, would be directed to Laurus
in order to pay the outstanding amounts due on our equity line with Laurus.
Further, we agreed to assign outstanding receivables of approximately
$119,000 to FTS for purposes of payment of our outstanding obligations to
Laurus. Upon satisfaction of these amounts, any excess amounts due under
the note or remaining from the assigned receivables, if any, were to be
redirected to us.  If FTS failed to pay up to $650,000 toward amounts due
to Laurus by July 14, 2008, unless extended by Laurus, FTS would be in
default under the note.  On July 14, 2008, FTS notified us that it intended
to terminate the asset sale transaction.  We believe FTS has breached its
agreements with us and that the promissory note issued pursuant to the binding
agreement, as amended, is in default.

On September 25, 2008, Laurus filed a complaint against our Company and
FTS Group, Inc. claiming that we are in breach of the Amended and Restated
Security Agreement that required that we would not take action to dispose
of or impair the collateral subject to the Amended and Restated Security
Agreement and that required that we direct all present and future payments
that constitute collateral to an account under Laurus' control.  The
complaint further alleged that FTS represented it would pay down our
outstanding debt to Laurus, however, after a few nominal payments, FTS
stopped paying Laurus.  Further, Laurus alleged that our Company and FTS
failed to deposit all collections into the account under Laurus' control.

Whereas we have been successful in the past in raising capital, we believe
it will be difficult to secure capital in the future because we have minimal
assets to secure debt and our stock traded, as of November 10, 2008, at
$0.0002.  We will need additional capital in the next twelve months and
if we cannot raise such capital on acceptable terms, we may have to seek
bankruptcy protection.

                                       14
<PAGE>

To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to existing stockholders.  If additional funds are raised through the
issuance of debt securities, these securities may have rights, preferences
and privileges senior to holders of common stock and the terms of such debt
could impose restrictions on our operations.  Regardless of whether our cash
assets prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of our stock in lieu of cash,
which may also result in dilution to existing stockholders.

FINANCING ACTIVITES


On January 6, 2006, we issued to Dutchess Private Equities Fund, LP a
promissory note in the amount of $1,250,000 for a purchase price of
$1,000,000. The note was due and payable in full on June 30, 2007.
Other than the $250,000 discount inherent in the purchase price, the
note was non-interest bearing.  We repaid the note using 50% of the
proceeds of each put notice issued to Dutchess pursuant to our
Equity Line of Credit with Dutchess, or $69,445 per month. On April 9, 2007,
we paid the promissory note in full, in advance of its due date of
June 30, 2007.

In connection with the note, we paid Dutchess a facility fee of $65,000 and
issued 280,000 shares of common stock as incentive shares with a fair value
of $224,000.

As discussed earlier in this report, in July 2005, we entered into an equity
line of credit agreement through a convertible debt facility with Laurus
Master Fund, Ltd. granting access to borrow up to $5,500,000.  The financing
consisted of a $500,000 secured term loan and a $5,000,000 secured revolving
note.  On January 13, 2006, we agreed to revise the financing facility with
Laurus.  The revised facility consists of (i) a $500,000 Secured Convertible
Term Note (ii) a $2,500,000 Secured Convertible Minimum Borrowing Note, and
(iii) a $5,000,000 Secured Revolving Note (collectively, the "Amended and
Restated Notes").  The Amended and Restated Notes are secured by a security
interest in substantially all of our assets.

Pursuant to the terms of the revised facility, we agreed to amend the
conversion price to $0.50 and the exercise price of the warrants to $0.65.

On May 16, 2006, we agreed to further amend the Amended and Restated
Convertible Term Note so that the conversion price of $0.50 would be reduced
to $0.14 for $85,000 of the principal and associated interest and fees. The
rest of the principal of the Term Note and the interest associated with the
principal would continue to be convertible at $0.50. On June 5, 2006 we agreed
to reduce the fixed conversion price of the Term Note from $0.50 to $0.14.
On July 11, 2007, we agreed to reduce the fixed conversion price of the Term
Note to $0.005. On August 27, 2007, Laurus converted the remaining amount due
under the Term Note into shares of our common stock and as such the Term Note
was paid in full in advance of its due date of July 14, 2008.

On September 24, 2007, we agreed to further amend the Amended and Restated
Secured Convertible Minimum Borrowing Note so that the fixed conversion price
of $0.50 would be reduced to $0.005 for the first $150,000 of the principal
converted after September 24, 2007. The rest of the principal of the Minimum
Borrowing Note and the interest associated with the principal would be
convertible at $1.02. On October 15, 2007, we agreed to change the fixed
conversion price of $0.005 for the first $150,000 of the principal converted
after September 24, 2007 to the price equal to 80% of the average of the five
lowest closing prices of our common stock during the 10 trading days
immediately prior to the date of such conversion; provided, however, that the
fixed conversion price applicable to such conversion may not be less than
$0.001, subject to adjustments, for the first $250,000 of the principal
converted after October 15, 2007. The rest of the principal of the Minimum
Borrowing Note and the interest associated with the principal remain
convertible at $1.02.

                                       15
<PAGE>

As of April 30, 2008, the balance for the Secured Revolving Note totaled
$793,316. As part of an amendment to a binding Agreement entered into with
FTS, as described elsewhere in this report, FTS issued us a promissory note
for $650,000.  Pursuant to the terms of the amendment, we agreed that payments
due to us on the note would be directed to Laurus in order to pay outstanding
amounts due on the Secured Revolving Note.  We agreed to assign outstanding
receivables of approximately $119,000 to FTS for purposes of payment of our
outstanding obligations on the Secured Revolving Note.

On December 6, 2006, we issued to Dutchess a Convertible Promissory Note in
the amount of $1,937,000 for a purchase price of $1,550,000. The Note was due
and payable in full on July 11, 2008.  Other than the $387,000 discount
inherent in the purchase price, the Note was non-interest bearing.  The Note
called for monthly payments of $60,000 from January 10, 2007 through
July 10, 2007 and monthly payments of $126,500 from August 10, 2007 and
thereafter until the face amount of the Note is paid in full.

In connection with the Note, we paid Dutchess a facility fee of $90,000 and
agreed to issue 400,000 shares of common stock as incentive shares with a
fair value of $264,000. The Note was convertible into shares of our common
stock at the election of the Note holders.  The conversion rate was the lesser
of (i) 50% of the lowest closing bid price during the 15 trading days preceding
the conversion notice or (ii) 100% of the lowest bid price for the 20 days
immediately preceding the convertible closing date.  The convertible
promissory note agreement contained a conversion limit which limited Dutchess'
ability to convert the Note in excess of 4.99% of our outstanding shares of
common stock at any given time.

On March 5, 2008, we agreed to amend the terms of the Note. Pursuant to the
terms of the amended Note, payments made by us in satisfaction of the Note
will be in shares of our common stock, which we will issue to Dutchess on
the tenth calendar day of each month until our obligations under the Note
have been satisfied in full.  Each payment will be convertible at 80% of the
lowest closing best bid prices of our common stock for the 10 trading days
prior to the payment due date.  The maturity date of the Note remains the
same. As of November 12, 2008, the unpaid principal balance on the Note
totaled $88,273.

MATERIAL TRENDS AND UNCERTAINTIES

Effective March 18, 2008, we entered into a binding agreement with FTS Group,
Inc. and OTG Technologies Group, Inc., that was subsequently amended on
June 6, 2008, whereby we agreed to sell certain assets in our value-added
computer reseller business. As part of our decision to sell this business,
we determined that it would be in the best interests of our Company and our
stockholders to divest of the assets related to our value-added computer
reseller business and change our business model to one that focuses on custom
building and property development in the Greater Toronto Area in Canada.
We have not yet fully established our new business model and do not yet
have any projects underway.  Additionally, as of November 12, 2008, we did
not have sufficient capital to pursue our new line of business.  If we do
not raise sufficient capital to implement our business plan, we will not be
able to generate revenue.  However, we will continue to incur expenses in
our next fiscal quarter and beyond associated with our remaining assets,
overhead costs related to remaining a public company and expenses including
salaries and office space for our remaining employees. We may not be
successful in raising capital and implementing our new business model and
this change in business model will have a material impact on our liquidity,
capital resources and results of operations.

                                       16
<PAGE>

Our financial condition is uncertain at this time.  As discussed earlier
in this report, Laurus Master Fund, Ltd. has filed a complaint alleging that
we are in default under our Amended and Restated Security Purchase Agreement.
It is too early to predict the outcome of this litigation, however, if Laurus
prevails on even a fraction of the amount they are seeking, we may not have
sufficient assets to pay the judgment.  If that outcome occurs, we will likely
have to seek bankruptcy protection.  Our Secured Revolving Note with Laurus
was our primary source of financing until March 17, 2008.  Without this source
of funding, we no longer have access to capital to allow us to develop our
operations.  In addition, having sold our assets as described above, we will
not have a significant source of capital until we either raise funds or
generate revenues pursuant to our business plan.  If we do not raise sufficient
funds to cover our debts and overhead, our business will likely fail.

We have, in the past, issued our common stock to employees and consultants to
cover a portion of their compensation.  As of November 12, 2008, the closing
price of our common stock, as quoted on the Over the Counter Bulletin Board,
was $0.0001.  Due to the price of our common stock, we must issue a substantial
number of shares of our common stock.  Due to our limited capital resources,
we anticipate continuing to issue common stock to compensate employees and
consultants.  Our issuances of common stock will dilute the stockholders of
our common stock and will likely cause our stock price to decline further.
As a result, we determined that it would be in the best interests of our
Company and our stockholders to implement a reverse split our common stock
to have sufficient stock to use for compensation purposes or to raise capital.
Our previous reverse stock splits have resulted in a decline in our stock
price and we believe our stock price will likely decline again, particularly
if we have not yet implemented our new business model.

To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to existing stockholders.  If additional funds are raised through
issuance of debt securities, these securities may have rights, preferences
and privileges senior to holders of common stock and the terms of such debt
could impose restrictions on our operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements to report for the fiscal
year ended July 31, 2008.

RISK FACTORS

RISKS RELATING TO OUR BUSINESS

WE HAVE HAD LOSSES SINCE OUR INCEPTION AND EXPECT LOSSES TO CONTINUE IN THE
FORESEEABLE FUTURE. WE MAY NEVER BECOME PROFITABLE.

We had a net loss of $11,698,773 for the year ended July 31, 2008 and a net
loss of $6,309,632 for the year ended July 31, 2007. Our future operations
may not be profitable if we are unable to develop our business. Revenues and
profits, if any, will depend upon various factors, including whether we will
be able to receive funding to develop and market new products or find
additional businesses to operate and/or acquire.  We may not achieve our
business objectives and the failure to achieve these goals would have an
adverse impact on our business.

                                       17
<PAGE>

WE HAVE A LIMITED OPERATING HISTORY AND YOU MAY LOSE YOUR INVESTMENT IF WE
ARE UNABLE TO MARKET PROJECTS.

We are engaged only in limited business activities.  We may be
faced with problems, delays, expenses and difficulties, which are typically
encountered by companies in an early stage of development, many of which may
be beyond our control. We may not be able to acquire our property at reasonable
cost, or market successfully, any of our projects. Therefore, we could go out
of business and you may lose your investment.

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT
FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OUR OPERATIONS
AND WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN WHICH WOULD REDUCE OUR
REVENUES AND OUR STOCK MAY DECLINE.

We will not be able to generate sufficient revenues from our existing
operations to fund our capital requirements for the foreseeable future.
Accordingly, we will require additional funds to enable us to operate
profitably and grow our business.  This financing may not be available on
terms acceptable to us or at all.  We currently have no bank borrowings and
it is unlikely that we will be able to arrange debt financing. If we cannot
raise additional capital through issuing stock or bank borrowings, we may not
be able to sustain or grow our business.  If we can not generate sufficient
revenues to cover our overhead, our business may fail and/or we may need to
seek bankruptcy protection.


OUR ORIGINAL STOCKHOLDERS WILL HAVE CONTROL OVER OUR POLICIES AND AFFAIRS
FOR THE FORESEEABLE FUTURE AND THESE STOCKHOLDERS MAY TAKE CORPORATE ACTIONS
THAT COULD NEGATIVELY IMPACT OUR BUSINESS AND STOCK PRICE.

Our original stockholders own at least 51% of our voting securities. The
original stockholders will continue to control our policies and affairs and
all corporate actions requiring stockholder approval, including election of
directors. Additionally, Mr. Stuart Turk, our Chairman, President and Chief
Executive Officer, currently controls a majority of our voting securities.
Mr. Turk's holdings may delay, deter or prevent transactions, such as
mergers or tender offers that would otherwise benefit investors.

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN DECREASING REVENUES AS
WELL AS A DECREASE IN OUR STOCK PRICE.

As of October 31, 2008, we had 2 employees and 4 part time employees.  We
intend to expand our customer base.  To manage our anticipated growth, we
must continue to improve our operational and financial systems and expand,
train, retain and manage our employee base.  Because of the registration
of our securities, we are subject to reporting and disclosure obligations,
and we anticipate that we will hire additional finance and administrative
personnel to address these obligations. In addition, the anticipated growth
of our business will place a significant strain on our existing managerial
and financial resources.  If we cannot effectively manage our growth, our
business may be harmed.

ECONOMIC CONDITIONS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

Our performance depend to some degree on economic conditions and their
impact on levels of consumer spending, which have recently deteriorated
significantly in many countries and regions, including the regions in which
we operate, and may remain depressed for the foreseeable future. For example,
some of the factors that could influence the levels of consumer spending
include continuing increases in fuel and other energy costs, conditions in
the residential real estate and mortgage markets, labor and healthcare costs,
access to credit, consumer confidence and other macroeconomic factors
affecting consumer spending behavior. These and other economic factors could
have a material adverse effect on demand for our products and services and on
our financial condition and operating results.

                                       18
<PAGE>

RISKS RELATED TO OUR STOCK

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT
WHICH MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO
BUY AND SELL OUR SHARES.

Trading in our securities is subject to the SEC's "penny stock" rules and
it is anticipated that trading in our securities will continue to be subject
to the penny stock rules for the foreseeable future.  The SEC has adopted
regulations that generally define a penny stock to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. These rules require that any broker-dealer who recommends our
securities to persons other than prior customers and accredited investors
must, prior to the sale, make a special written suitability determination
for the purchaser and receive the purchaser's written agreement to execute
the transaction. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market.  In addition,
broker-dealers must disclose commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities
they offer.  The additional burdens imposed upon broker-dealers by these
requirements may discourage broker-dealers from recommending transactions
in our securities, which could severely limit the liquidity of our
securities and consequently adversely affect the market price for our
securities.

OUR SECURITIES HAVE BEEN THINLY TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD,
WHICH MAY NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.

Our securities are quoted on the Over-the-Counter Bulletin Board. The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market
that provides significantly less liquidity than the NASDAQ Stock Market or
national or regional exchanges. Securities traded on the Over-the-Counter
Bulletin Board are usually thinly traded, highly volatile, have fewer market
makers and are not followed by analysts.  The Securities and Exchange
Commission's order handling rules, which apply to NASDAQ-listed securities,
do not apply to securities quoted on the Over-the-Counter Bulletin Board.
Quotes for stocks included on the Over-the-Counter Bulletin Board are not
listed in newspapers.  Therefore, prices for securities traded solely on
the Over-the-Counter Bulletin Board may be difficult to obtain and holders
of our securities may be unable to resell their securities at or near their
original acquisition price, or at any price.

INVESTORS MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER BULLETIN
BOARD SECURITIES.  AS A RESULT, YOU MAY NOT BE ABLE TO BUY OR SELL OUR
SECURITIES AT THE TIMES THAT YOU MAY WISH.

Even though our securities are quoted on the Over-the-Counter Bulletin
Board, the Over-the-Counter Bulletin Board may not permit our investors
to sell securities when and in the manner that they wish.  Because there
are no automated systems for negotiating trades on the Over-the-Counter
Bulletin Board, they are conducted via telephone. In times of heavy market
volume, the limitations of this process may result in a significant increase
in the time it takes to execute investor orders.  Therefore, when investors
place market orders, an order to buy or sell a specific number of shares at
the current market price, it is possible for the price of a stock to go up
or down significantly during the lapse of time between placing a market order
and its execution.

                                       19
<PAGE>

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE, THEREFORE, YOU MAY NEVER SEE A RETURN ON YOUR INVESTMENT.

We do not anticipate the payment of cash dividends on our common stock in
the foreseeable future. We anticipate that any profits from our operations
will be devoted to our future operations. Any decision to pay dividends will
depend upon our profitability at the time, cash available and other factors.
Therefore, you may never see a return on your investment. Investors who
anticipate a need for immediate income from their investment should not
purchase the securities.


ITEM 7. FINANCIAL STATEMENTS.

The financial statements and related notes are included as part of this Annual
Report as indexed on pages F1 through F18.


                                       20
<PAGE>

                                   METRO ONE DEVELOPMENT, INC.

                                            INDEX

                                    July 31, 2008 and 2007


                                                                          Page

      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...............F1
      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............. F2


      CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets.......................................... F3

      Consolidated Statements of Operations................................ F4

      Consolidated Statements of Changes in Stockholders' Equity........... F5

      Consolidated Statements of Cash Flows................................ F6

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................... F7 - F21





<PAGE>




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Metro One Development , Inc.

We have audited the accompanying consolidated balance sheets of Metro One
Development, Inc. as of July 31, 2007 and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting.  Accordingly, we express
no such opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Metro One
Development, Inc. as of July 31, 2007 and the results of its operations and
its cash flows for the year then ended July 31, 2007 in conformity with
accounting principles generally accepted in the United States of America.



/s/ Danziger Hochman Partners LLP
---------------------------------------------
Danziger Hochman Partners LLP

Toronto, Canada
October 15, 2007



                                                                            F1


<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Metro One Development, Inc.

We have audited the accompanying consolidated balance sheet of Metro One
Development, Inc. as of July 31, 2008 and the related consolidated
statements of operations, stockholders' equity and cash flows for the year
then ended.  These consolidated financial statements are the responsibility
of the company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Metro
One Development, Inc. as of July 31, 2008, and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed
in Note 2 to the financial statements, the Company has incurred significant
losses from operations, anticipates additional losses in the next fiscal
year, and has insufficient working capital as of July 31, 2008 to fund the
anticipated losses.  These conditions raise substantial doubt as to the
ability of the Company to continue as a going concern.  Managements' plans
in regards to these matters are described in Note 2. These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ MSCM LLP
--------------------
MSCM LLP

Toronto, Canada
December 8, 2008



                                                                            F2


<PAGE>



METRO ONE DEVELOPMENT, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007

                                                July 31, 2008    July 31, 2007
                                               --------------    -------------
                                ASSETS
Current assets
  Cash                                           $          0      $   882,131
  Accounts receivable, net                                  0        4,115,899
  Inventory                                                 0          159,697
  Income tax receivable                                     0            5,580
  Prepaid expenses                                          0           50,938
  Due from Vital Products, Inc.                             1        1,746,370
                                               --------------    -------------
    Total current assets                                    1        6,960,615
                                               --------------    -------------
Investment in Vital Products, Inc.                          0          250,000
Property and equipment, net of
  accumulated depreciation                                  0          508,224
Capitalized loan fees, net                                  0          214,263
Assets held related to sale of discontinued
  operations                                                0        3,317,537
                                               --------------    -------------
                                                            0        4,290,024
                                               --------------    -------------

Total assets                                      $         1      $11,250,639
                                               ==============    =============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued expenses            $3,693,578       $3,510,721
  Bank Overdraft                                       16,395                0
  Loans payable to related party                      158,844          294,123
  Current portion of long-term debts, net             917,134        3,898,374
                                               --------------    -------------
    Total current liabilities                       4,785,951        7,703,218

Long-term debts, net                                        -                -
                                               --------------    -------------
Total liabilities                                   4,785,951        7,703,218
                                               --------------    -------------
Commitments and contingencies                              -                 -

Conditionally redeemable convertible
  preferred stock; Series B 1.5%                   1,000,000         1,000,000
                                               --------------    -------------
Stockholders' equity
  Preferred stock; $0.01 par value;
    1,000,000 shares authorized,
     229,134 and 229,134 issued and
      outstanding, respectively                        2,291             2,291
  Common stock; $0.0001 par value;
    1,000,000,000 shares authorized,
     656,560 and 3 issued
      and outstanding, respectively                       66                 -
  Additional paid-in capital                      21,812,721        19,190,803
  Prepaid expenses paid with common stock                  0          (441,569)
  Accumulated other comprehensive income             562,341          (279,508)
  Accumulated deficit                            (28,163,369)      (15,924,596)
                                               --------------    -------------
    Total stockholders' equity                    (5,785,950)        2,547,421
                                               --------------    -------------
Total liabilities and stockholders' equity       $         1       $11,250,639
                                               ==============    =============


See Accompanying Notes to Consolidated Financial Statements

                                                                            F3

<PAGE>



METRO ONE DEVELOPMENT, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007

                                                  For the          For the
                                                 year ended       year ended
                                                July 31, 2008    July 31, 2007
                                               --------------    -------------


Sales                                             $         0      $         0
Cost of revenues                                            0                0
                                               --------------    -------------

        Gross profit                                        0                0
                                               --------------    -------------

Operating expenses
        Depreciation and amortization                 154,958          197,626
        Selling, general and administrative         1,339,244        1,531,923
                                               --------------    -------------
                Total operating expenses            1,494,202        1,729,549
                                               --------------    -------------
        Loss from operations                       (1,494,202)      (1,729,549)
                                               --------------    -------------
Other income (expense)
        Interest and financing expense             (2,361,350)      (2,374,730)
        Loss on sale of fixed asset                    (3,730)               -
        Bad debts writeoffs                        (2,099,712)               -
        Impairment of assets                         (250,000)               -
        Interest income                               303,198          265,842
                                               --------------    -------------

                Total other income (expense)       (4,411,594)      (2,108,888)
                                               --------------    -------------
Loss before provision for income taxes             (5,905,796)      (3,838,437)

Provision for income taxes                                  -                -
                                               --------------    -------------
Net loss from continuing operations             $  (5,905,796)     $(3,838,437)
Loss on sale of assets from
  discontinued operations                          (1,773,079)               -
Net income (loss) from discontinued operations     (4,379,898)      (2,471,195)
                                               --------------    -------------
Net profit/(loss) available to
   common stockholders                           $(12,058,773)     $(6,309,632)
                                               ==============    =============
Earnings per share computation:
        Net loss from continuing operations
          per common share                             $  (83)    $ (3,838,437)
                                               ==============    =============
        Net Loss on sale of assets from
          discontinued operations
          per common share                             $  (25)    $          -
                                               ==============    =============
        Net loss from discontinued operations
          per common share                             $  (62)    $ (2,471,195)
                                               ==============    =============
        Net loss per common share                      $ (170)    $ (6,309,632)
                                               ==============    =============
Weighted average common shares outstanding -
        basic and diluted                              71,091                1
                                               ==============    =============


See Accompanying Notes to Consolidated Financial Statements



                                                                            F4

<PAGE>



METRO ONE DEVELOPMENT, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
COSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 2008 AND 2007

<TABLE>
<CAPTION>

                                                                                Prepaid
                                                                               Expenses   Accumulated
                                                                   Additional  Paid with     Other                      Total
                     Preferred Stock           Common Stock         Paid-in     Common   Comprehensive  Accumulated  Stockholders'
                   Shares    Amount        Shares        Amount     Capital      Stock    Income(Loss)      Deficit     Equity
                ---------   -------   -----------   -----------   -----------  ---------  -----------   -----------   -----------
<S>             <C>         <C>       <C>           <C>           <C>          <C>        <C>           <C>           <C>


Balance,
 July 31, 2006    284,134   $ 2,841             -   $         -   $14,213,998   $      -  $  (345,831)  $(9,614,964)  $ 4,256,044

Issuance of
  common stock
  for services          -         -             3             -     3,452,005   (441,569)           -             -     3,010,436

Conversion of
  preferred
  stock into
  common stock    (55,000)     (550)            -             -           550          -            -             -             -

Beneficial
  conversion
  feature related
  to convertible
  debt                  -         -             -             -     1,196,000          -            -             -     1,196,000

Issuance of
  common stock
  related to
  exercise
  of warrants           -         -             -             -             -          -            -             -             -

Issuance of
  common stock
  related to
  loan fees             -         -             -             -       264,000          -            -             -       264,000

Issuance of
  common stock
  as principal
  payment on
  notes payable
  totaling $64,250      -         -             -             -        64,250          -            -             -        64,250

Foreign
  currency
  translation           -         -             -             -             -          -       66,323             -        66,323

Net loss                -         -             -             -             -          -            -    (6,309,632)   (6,309,632)
                ---------   -------   -----------   -----------   -----------  ---------  -----------   -----------   -----------
Balance,
  July 31, 2007   229,134     2,291             3             -    19,190,803   (441,569)    (279,508)  (15,924,596)    2,547,421

Issuance of
  common stock
  for services          -         -       495,407            50     2,193,749    146,792            -             -     2,340,591

Issuance of
  common stock
  for payment on
  related party
  accrued
  liabilities           -         -             1             -       120,000          -            -             -       120,000

Issuance of
  common stock
  as principal
  payment on
  notes payable
  totaling $308,185     -         -        161,149           16       308,169          -            -             -       308,185

Current period
  expense of
  prepaid expenses
  paid with
  common stock         -          -             -             -             -    294,777            -             -       294,777

Dividends paid
  preferred stock,
  Series B             -          -             -             -             -          -            -      (180,000)     (180,000)

Foreign
  currency
  translation           -         -             -             -             -          -      841,849             -       841,849

Net loss                -         -             -             -             -          -            -   (12,058,773)  (12,058,773)
                ---------   -------   -----------   -----------   -----------  ---------  -----------   -----------   -----------
Balance,
  July 31, 2008   229,134    $2,291       656,560    $       66   $21,812,721          -    $ 562,341  $(28,163,369)  $(5,785,950)
                =========   =======   ===========   ===========   ===========  =========  ===========   ===========   ===========


</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                                                            F5
<PAGE>





METRO ONE DEVELOPMENT, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2008 AND 2007


                                                  For the          For the
                                                 year ended       year ended
                                                July 31, 2008    July 31, 2007
                                               --------------    -------------


Cash flows from operating activities:
  Net loss                                      $(12,058,773)     $(6,309,632)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Stock-based compensation and
        consideration for services rendered        2,284,330        3,010,436
      Financing cost related to convertible
        debt                                       1,819,954        1,917,976
      Depreciation and amortization                  154,958          197,626
      Interest earned on due from Vital
        Products, Inc.                              (294,368)        (265,842)
      Bad debt expense related to due from
        Vital Products, Inc.                       2,099,712                -
      Impairment losses                            2,651,699        1,105,846
      Loss on sale of discontinued operations      2,031,627                -
  Changes in operating assets and liabilities:
      Change in accounts receivable                4,115,899          579,150
      Change in inventory                            159,697           54,151
      Change in prepaid expenses                      50,938           84,548
      Change in due from Vital Products, Inc.              -          (63,276)
      Change in income tax receivable                  5,580           77,163
      Change in accounts payable and accrued
        expenses                                     182,857        (644,106)
                                               -------------     ------------
        Net cash provided (used) in
          operating activities                     3,204,110         (255,960)
                                               -------------     ------------
Cash flows from investing activities:
  Disposal of property and equipment                  19,674                -
  Purchase of property and equipment                 (13,603)         (59,638)
                                               -------------     ------------
        Net cash provided (used) in
          investing activities                         6,071          (59,638)
                                               -------------     ------------
Cash flows from financing activities:
  Payments on long-term debt                     (18,845,464)     (26,774,680)
  Payments on notes payable                          (15,279)        (194,019)
  Proceeds from related party loan                                  1,294,123
  Proceeds from long term debt                    14,509,058       26,324,183
  Financing costs paid with common stock             358,929                -
  Advance on bank overdraft                           16,395                -
  Dividend on preferred stock                       (180,000)               -
                                               -------------     ------------
        Net cash provided/(used) by financing
          activities                              (4,156,361)         649,607
                                               -------------     ------------
Effect of foreign currency exchange                   64,049           66,323
                                               -------------     ------------
Net change in cash                                  (882,131)         400,332
Cash, beginning of period                            882,131          481,799
                                               -------------     ------------
Cash, end of period                               $        0         $882,131
                                               =============     ============

See Accompanying Notes to Consolidated Financial Statements

                                                                            F6
<PAGE>

1.  DESCRIPTION OF HISTORY AND BUSINESS OF THE COMPANY

Description of history and business - Metro One Development, Inc., formerly
known as On The Go Healthcare, Inc. (the "Company"), doing business as On
The Go Technologies Group, was incorporated on July 21, 2000 in the State
of Delaware.

In October 2003, the Company acquired the assets and liabilities of
Compuquest, Inc. through its subsidiary the International Mount Company.
Compuquest is an authorized dealer of computer hardware, software and
peripherals for Acer America, AST Computer, Hewlett-Packard, Microsoft and
Toshiba.

On May 18, 2004, the Company signed an agreement to acquire substantially all
of the assets and assume the liabilities of Vital Baby Innovations Inc. The
acquisition was completed in June 2004.

On February 28, 2005, the Company acquired 1637033 Ontario Limited and its
wholly-owned subsidiary, Helios/Oceana Ltd., an Ontario-based company, that
provides IT professional services. The Company paid for this acquisition by
acting on a security agreement on a note receivable.

In June 2005, the Company sold all of the significant assets in its childcare
division to Vital Products, Inc.

On July 19, 2005, the Company acquired Infinity Technologies Inc., a computer
hardware provider.

In October 2005, the Company entered into a Letter of Intent to purchase
Island Corporation, a company involved in computer hardware distribution
focusing in the medical field.   The acquisition was completed in
January 2006.

In January 2006, the Company completed the purchase of Solutions In Computing
Inc., a supplier of computer hardware and software focusing in the
entertainment field.

During May 2006, the Company amalgamated all of its subsidiaries into On the Go
Technologies, Inc.  Accordingly, as of July 31, 2007, the Company conducts its
operations directly.

On March 18, 2008, we entered into a binding agreement with FTS
Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and
wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS
agreed to purchase certain assets of our value-added reseller business unit,
dba On The Go Technologies Group, including its goodwill and intellectual
property. On June 6, 2008, we agreed to amend certain terms of the binding
agreement. On July 14, 2008, FTS notified us that it intended to terminate the
this transaction.  We believe FTS has breached its agreements with us and that
the promissory note issued pursuant to the binding agreement, as amended, is
in default.  We intend to pursue all remedies that are available to us.
As of March 18, 2008 we  discontinued all operations as a valued-added
reseller.

As a result of the sale of the value-added reseller business, the Company
changed its business focus to that of a custom builder and property developer
in the Greater Toronto Area in Canada and subsequently changed its name from
On The Go Healthcare, Inc. to Metro One Development, Inc. on April 14, 2008.

                                                                            F7
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES

Going concern - The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has nominal assets, liabilities totaling $4,785,951, and net losses for
the year ended July 31, 2008 totaling $12,058,773. The Company's ability to
raise additional capital through the future issuances of common stock or debt
is unknown. The obtainment of additional financing, the successful development
of the Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are necessary for the
Company to continue operations. The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these
aforementioned uncertainties.

Use of estimates - The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period.
Financial statement items subject to significant management judgment include
the allowance for doubtful accounts, the valuation of inventory, the valuation
of due from Vital Products, Inc. and goodwill, as well as income taxes and loss
contingencies.  Actual results could differ from those estimates.

Principles of consolidation - The accompanying consolidated financial
statements include the accounts of Metro One Development, Inc., formally (On
The Go Healthcare, Inc.) and its wholly-owned subsidiaries, The International
Mount Company, 1637033 Ontario Limited, Helios/Oceana Ltd., Infinity
Technologies Inc., 2film Corporation and Island Corporation.  The accompanying
consolidated financial statements have been prepared in accordance accounting
principles generally accepted in the United States.  All material
inter-company accounts and transactions have been eliminated in consolidation.
During May 2006, the Company amalgamated all the subsidiaries listed above
into On The Go Technologies, Inc.and dissolved all other subsidiaries.

Reclassifications - Certain prior year amounts were reclassified to conform
to current period presentation.

Foreign currency translation - The Company considers the functional currency
to be the local currency and, accordingly, their financial information is
translated into U.S. dollars using exchange rates in effect at year-end for
assets and liabilities and average exchange rates during each reporting
period for the results of operations. Adjustments resulting from translation
of foreign subsidiaries' financial statements are included as a component
of other comprehensive income (loss) within stockholders' equity.

Segment reporting - The Company monitors its operations on a divisional
basis and has only one reporting segment, being a value-added distributor
of computer hardware and software.

                                                                            F8
<PAGE>

Revenue and expense recognition - The Company recognizes revenue in accordance
with Securities and Exchange Commission Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101") as modified by
Securities and Exchange Commission Staff Accounting Bulletin No.104. Under
SAB 101, revenue is recognized at the point of passage to the customer of
title and risk of loss, there is persuasive evidence of an arrangement, the
sales price is determinable, and collection of the resulting receivable is
reasonably assured. The Company generally recognizes revenue at the time of
delivery of goods. Sales are reflected net of discounts and estimated returns.
Amounts billed to customers for shipping and handling are recorded as sales
revenues.  Costs incurred for shipping and handling are included in cost of
sales.

Cash and cash equivalents - Cash equivalents comprise highly liquid investments
with original maturities of three months or less when purchased. Cash and cash
equivalents are on deposit with financial institutions without any
restrictions.  At July 31, 2008 and 2007, the Company had no cash equivalents.

Allowance for doubtful accounts - The allowance for doubtful accounts is
maintained to provide for losses arising from customers' inability to make
required payments. If there is a deterioration of the Company's customers'
credit worthiness and/or there is an increase in the length of time that the
receivables are past due greater than the historical assumptions used,
additional allowances may be required.

Inventory - Inventory comprises finished goods held for sale and is
stated at lower of cost or market value.  Cost is determined by the average
cost method.  The Company estimates the realizable value of inventory based
on assumptions about forecasted demand, market conditions and obsolescence.
If the estimated realizable value is less than cost, the inventory value is
reduced to its estimated realizable value.  If estimates regarding demand
and market conditions are inaccurate or unexpected changes in technology
affect demand, the Company could be exposed to losses in excess of amounts
recorded.

Fair value of financial instruments - The Company's financial instruments
comprise cash, accounts receivable, due from Vital Products, Inc., accounts
payable and accrued liabilities, note payable, loans payable to related party
and long-term debts.  The carrying value of Company's short-term instruments
approximates fair value, unless otherwise noted, due to the short-term to
maturity of these instruments.  In management's opinion, the fair value of
long-terms debts is approximate to carrying value due as the interest rates
and other features of these instruments approximate those obtainable for
similar instruments in the current market.  Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks in respect of these consolidated financial
instruments.

Property and equipment - Property and equipment are recorded at cost less
accumulated depreciation. Depreciation is provided annually on a declining
basis and straight line basis over the estimated useful life of the asset,
except for current year additions on which one-half of the rates are
applicable:

        Machinery and equipment 30% declining balance
        Leaseholds              5 years straight line
        Office equipment        20% declining balance
        Computer hardware       30% declining balance
        Computer software       30% declining balance

                                                                            F9
<PAGE>

The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale
or other disposition of a depreciable asset, cost and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in other
income (expense).  The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the estimated useful
life of fixed assets or whether the remaining balance of fixed assets should
be evaluated for possible impairment. The Company uses an estimate of the
related undiscounted cash flows over the remaining life of the fixed assets
in measuring their recoverability.

Goodwill and intangible asset - In July 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually (or more frequently if impairment
indicators arise) for impairment.

According to this statement, goodwill and intangible assets with indefinite
lives are assessed for impairment at least annually by applying a fair-value
based test. Fair value for goodwill is based on discounted cash flows,
market multiples and/or appraised values, as appropriate. Under SFAS No. 142,
the carrying value of assets is calculated at the lowest level for which
there are identifiable cash flows.

SFAS 142 requires the Company to compare the fair value of the reporting unit
to its carrying amount on at least an annual basis to determine if there is
potential impairment. If the fair value of the reporting unit is less than
its carrying value, an impairment loss is recorded to the extent that the
fair value of the goodwill within the reporting unit is less than its
carrying value.  During the year ended July 31, 2007, the Company evaluated
its goodwill and intangible assets and determined $2,042,274 was impaired
and consequently has been expensed. (2007 - $1,105,846)

Income taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and tax
credit carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in operations in the period that includes the enactment date. As
of July 31, 2008, the Company has available for income tax purposes a net
operating loss carry forward of approximately $14,289,754, expiring in the
years from 2008 to 2028, that may be used to offset taxes on future taxable
income.  As of July 31, 2008, the Company has provided a valuation reserve
against the full amount of the net operating loss benefit, since, in the
opinion of management, based upon the limited earning history of the
Company, it is more likely than not that the benefits will not be realized.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of July 31, 2008 and
2007 are as follows:

                                                                            F10
<PAGE>
                                                   2008              2007
                                            -----------       -----------
        Non-capital losses carry forward    $14,289,754       $ 8,366,982
                                            -----------       -----------
        Enacted tax rate - 34% and 36%,
           respectively
          Deferred tax assets                 5,144,311         3,012,081
          Less:  Valuation allowance         (5,144,311)       (3,012,081)
                                            -----------       -----------
                                            $         -       $         -
                                            ===========       ===========

In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future tax
assets will not be realized. The ultimate realization of future tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of future tax liabilities, projected future taxable income
and tax planning strategies in making this assessment.

The effective income tax rate for the years ended July 31, 2008 and 2007 was
34% and 36%,respectively.

Stock-based compensation - On January 1, 2006, the Company adopted SFAS No. 123
(R), "Share-Based Payment" which requires the measurement and recognition of
compensation expense for all share-based payment awards made to employees and
directors including employee stock options and employee stock purchases related
to an Employee Stock Purchase Plan based on the estimated fair values.

Earnings (loss) per share - The Company reports earnings (loss) per share in
accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per
share is computed by dividing income (loss) available to common shareholders
by the weighted average number of common shares available. Diluted earnings
(loss) per share is computed similar to basic earnings (loss) per share except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had
been issued and if the additional common shares were dilutive. Diluted
earnings (loss) per share has not been presented since the effect of the
assumed exercise of options and warrants to purchase common shares would
have an anti-dilutive effect.

Comprehensive income (loss) - The Company has adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which
establishes standards for reporting and the display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those resulting from investments by
owners or distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under the current
accounting standards as a component of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is displayed in the statement of
stockholders' equity and in the balance sheet as a component of stockholders'
equity.

Recent accounting pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115." This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS
No. 159 apply only to entities that elect the fair value option. However,
the amendment to SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of
the beginning of an entity's first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provision of SFAS No. 157, "Fair Value
Measurements." Management does not expect the adoption of this statement to
have a material effect on the Company's future reported financial position
or results of operations.

                                                                            F11
<PAGE>



In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements."
The objective of SFAS No. 157 is to increase consistency and comparability
in fair value measurements and to expand disclosures about fair value
measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made
in fiscal years beginning after November 15, 2007. Management does not
expect the adoption of this statement to have a material effect on the
Company's future reported financial position or results of operations.



In February 2007, the FASB issued Statement of Financial Accounting
Standards No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities" ("SFAS No. 159"), which provides companies with an option to
report selected financial assets and liabilities at fair value. SFAS
No. 159's objective is to reduce both complexity in accounting for
financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. Generally accepted accounting
principles have required different measurement attributes for different
assets and liabilities that can create artificial volatility in earnings.
SFAS No. 159 helps to mitigate this type of accounting-induced volatility
by enabling companies to report related assets and liabilities at fair
value, which would likely reduce the need for companies to comply with

                                                                            F12
<PAGE>

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS No. 141(R)"), which requires an acquirer to recognize in its
financial statements as of the acquisition date (i) the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest
in the acquiree, measured at their fair values on the acquisition date,
and (ii) goodwill as the excess of the consideration transferred plus the
fair value of any noncontrolling interest in the acquiree at the
acquisition date over the fair values of the identifiable net assets
acquired. Acquisition related costs, which are the costs an acquirer
incurs to effect a business combination, will be accounted for as
expenses in the periods in which the costs are incurred and the services
are received, except that costs to issue debt or equity securities will
be recognized in accordance with other applicable GAAP. SFAS No. 141(R)
makes significant amendments to other Statements and other authoritative
guidance to provide additional guidance or to conform the guidance in that
literature to that provided in SFAS No. 141(R). SFAS No. 141(R) also
provides guidance as to what information is to be disclosed to enable
users of financial statements to evaluate the nature and financial effects
of a business combination. SFAS No. 141(R) is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008.
Early adoption is prohibited. The Company has not yet determined the effect
on its consolidated financial statements, if any, upon adoption of SFAS
No. 141(R).

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS
No. 160"), which revises the relevance, comparability, and transparency of
the financial information that a reporting entity provides in its
consolidated financial statements by establishing accounting and reporting
standards that require (i) the ownership interests in subsidiaries held by
parties other than the parent be clearly identified, labeled, and presented
in the consolidated statement of financial position within equity, but
separate from the parent's equity, (ii) the amount of consolidated net
income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated statement
of income, (iii) changes in a parent's ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted
for consistently as equity transactions, (iv) when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, with the gain or loss on the
deconsolidation of the subsidiary being measured using the fair value of any
noncontrolling equity investment rather than the carrying amount of that
retained investment, and (v) entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners. SFAS No. 160 amends FASB No. 128

                                                                            F13
<PAGE>

to provide that the calculation of earnings per share amounts in the
consolidated financial statements will continue to be based on the amounts
attributable to the parent. SFAS No. 160 is effective for financial statements
issued for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited.
SFAS No. 160 shall be applied prospectively as of the beginning of the
fiscal year in which it is initially applied, except for the presentation
and disclosure requirements, which shall be applied retrospectively for all
periods presented. The Company has not yet determined the effect on its
consolidated financial statements, if any, upon adoption of SFAS No. 160.





3.  VITAL PRODUCTS, INC.

As discussed in Note 1, the Company sold its childcare division to Vital
Products, Inc. ("Vital") in July 2005. Proceeds received comprised 1,000,000
shares of Vital's common stock.  The investment in Vital on the accompanying
balance sheet of $250,000 comprises 1,000,000 shares of common stock in Vital
and represents less than 10% of Vital's outstanding common shares, reflected
at cost.

The Company also has amounts due from Vital for monies loaned comprising
the following at July 31, 2008 and 2007:

                                                        July 31,      July 31,
                                                          2008         2007
                                                       ----------   ----------
Note receivable plus accrued interest, interest rate
  at 20% per annum, unsecured and due on
  demand (past due maturity of July 5, 2008)           $       1   $1,080,000
Note receivable plus accrued interest, interest rate
  at 20% per annum, unsecured and due on
  demand (past due maturity of June 15, 2008)                  0      367,200
Advances receivable                                            0      274,528
Accrued interest on notes receivable                           0       24,642
                                                       ----------   ----------
                                                        $      1   $1,746,370
                                                       ==========   ==========

For the year ended July 31, 2008, the Company had fully impaired all amounts
due from Vital Products, Inc. due to the uncertainty of its ability to collect
such amounts and had recorded as bad debt expense totaling $2,099,712.
Refer to Note 11.

                                                                            F14
<PAGE>

4.  PROPERTY AND EQUIPMENT

Property and equipment comprises the following as of July 31, 2008 and 2007:

                                                         2008         2007
                                                      ----------   ----------
              Machinery and equipment                 $        0    $  182,466
              Office equipment                                 0         5,369
              Computer hardware and software                   0       566,623
              Leasehold improvements                           0       334,127
                                                      ----------   ----------
                                                               0     1,088,585
              Accumulated depreciation                  (      0)     (580,361)
                                                      ----------   ----------
              Fixed assets, net                       $        0    $  508,224
                                                      ==========   ===========

Depreciation expense for property and equipment for the years ended
July 31, 2008 and 2007 were $154,958 and $197,626, respectively.  For the
year ended July 31, 2008, the Company had fully impaired all of its property
and equipment due to the lack of future economic benefits such assets would
provide and obsolescence.

5.  LOANS PAYABLE TO RELATED PARTY

Loans payable to related party totaling $158,844 and $294,123 at July 31, 2008
and 2007, respectively, are comprised of advances from a business entity which
the Company's Chief Executive Officer and President is an owner.  The advances
are due on demand, unsecured and non-interest bearing.

6.  LONG TERM DEBTS

On November 30, 2005, the Company issued to Dutchess Private Equities Fund, LP
("Dutchess") a promissory note in the amount of $800,000 for a purchase price
of $640,000.  The note was due and payable in full on November 30, 2006.
Other than the $160,000 discount inherent in the purchase price, the note
was non-interest bearing.  The note was repaid using 50% of the proceeds of
each put notice delivered by the Company to Dutchess or $66,667 per month.
The note was fully paid in December 2006.

In connection with the note, the Company paid Dutchess a facility fee of
$40,000 and issued to Dutchess 180,000 shares of common stock as incentive
shares with a fair value of $153,000.  The $40,000 fee, $160,000 inherent
discount and $153,000 incentive shares in the note are being amortized to
debt discount cost over the term of the note.

On January 6, 2006, the Company issued to Dutchess a promissory note in the
amount of $1,250,000 for a purchase price of $1,000,000. The note was due
and payable in full on June 30, 2007.  Other than the $250,000 discount
inherent in the purchase price, the note was non-interest bearing.  The
note was to be repaid using 50% of the proceeds of each put notice delivered
by the Company to Dutchess or $69,445 per month.  As of July 31, 2007, the
note had been paid in full.

In connection with the note, the Company paid Dutchess a facility fee of
$65,000 and issued 280,000 shares of common stock as incentive shares with
a fair value of $224,000.  The $65,000 fee, $250,000 inherent discount and
$224,000 incentive shares in the note are being amortized to debt discount
cost over the term of the note.

On July 14, 2005, the Company executed a convertible debt facility with
Laurus Master Fund, Ltd. ("Laurus") granting access to borrow up to
$5,500,000.  This financing consisted of a $500,000 secured term loan
(the "Term Note") and a $5,000,000 secured revolving note (the "Revolving
Note").  The Revolving Note was effectuated through a $2,500,000 convertible
minimum borrowing note (the "Minimum Borrowing Note")and provided for advances
of up to 90% of eligible accounts receivable.  To the extent the Company
repaid the amount outstanding under the Revolving Note and/or Laurus converted
amounts due under the Revolving Note into Common Stock, the Company could
re-borrow or make additional borrowings, provided that the aggregate amount
outstanding did not exceed the eligible accounts receivable.  As of
July 31, 2008, the unpaid principal balances totaled $828,861.

                                                                            F15
<PAGE>

Both the $500,000 Term Note and the $2,500,000 convertible minimum borrowing
note (together the "Notes") provided for conversion, at the option of Laurus,
of the amounts outstanding into the Company's common stock at a fixed
conversion price of $1.02 per share (the "Fixed Conversion Price").  In the
event that the Company issued common stock or derivatives convertible into
the Company's common stock for a price less than $1.02 per share, then the
price at which Laurus may convert its shares would be reset to that lower
price.  The conversion prices under the Notes are subject to equitable
adjustment for stock splits, stock dividends and similar events.  Laurus was
obligated to convert scheduled principal and interest payments under the
Term Note when (i) a registration statement became effective with respect
to the shares of common stock underlying the indebtedness, (ii) the five
(5) day average market price of the Company's common stock was 115% of the
Fixed Conversion Price, and (iii) certain trading volume criteria had been
met.  Using the Black-Scholes option pricing model, the Company determined
the fair value of the conversion feature related to the Notes was $2,365,000
if the full $5,500,000 available under the Notes was advanced.  The assumptions
used in the fair value calculation for the warrants were as follows: stock
price of $1.03, exercise price of $1.02, weighted average term of three (3)
years, volatility (annual) of 59%, dividends rate of 0% and a risk free
interest rate of 3.0%.  Accordingly, the fair value per share of the warrants
was calculated to be $0.43 per share.  As a result of the beneficial conversion
feature, a discount on debt issued of $2,900,000 was recorded and is being
amortized to interest expense over the three-year life of the debt agreement.

As part of the transaction, the Company also issued Laurus a seven-year
warrant to purchase 1,420,000 shares of its common stock at a price of
$1.11 per share.  The fair market value of the warrants issued was determined
to be $869,000 using the Black-Scholes option pricing model.  The assumptions
used in the fair value calculation of the warrants were as follows: stock
price of $1.03, exercise price of $1.11, weighted average term of seven
(7) years, volatility of 59%, dividend rate of 0% and a risk free interest
rate of 3.0%.  Accordingly, the fair value per share of the warrants was
calculated to be $0.61 per share.  The Company is amortizing this relative
fair value of the stock and warrants to interest expense over the three
(3) year life of the debt agreement, using the effective interest method.
The loan costs, conversion feature and warrants issued in connection with
the Notes, resulted in an effective interest rate on the debt of
approximately 90%.

The Notes bear annual interest at the prime rate (as reported in the Wall
Street Journal) plus 2% subject to a floor of eight percent, and mature in
three years.  The interest rate on the Notes will decrease by 2.0% for
every 25% increase in the market value of the Company's common stock above
the Fixed Conversion Price up to a minimum of 0.0%.  Monthly interest
payments on the Notes began August 1, 2005.  Monthly amortizing payments
of principal on the Term Note, equal to $15,625, are payable on the first
day of each month commencing December 1, 2005.  The final principal
amortization payment on the Term Note is due July 18, 2008.  Under the
Term Note, if monthly payments of interest and principal are made in cash
rather than converted to shares of common stock, the Company will pay
Laurus 100% of the then monthly amount due.  Prepayments under the Term
Note are subject to a premium in the amount of 30% of the principal being
repaid.  The Revolving Note terminates, and borrowings there under become
due July 14, 2008.

The Notes also require the Company to have an effective registration
statement covering the common stock underlying the conversion feature of the
Notes and the Warrants issued in connection with the Notes.

                                                                            F16
<PAGE>

On January 13, 2006, the Company agreed to revise the financing facility with
Laurus.  The revised facility comprises: (i) a $500,000 Secured Convertible
Note, (ii) a Secured Convertible Minimum Borrowing Note, and (iii) a Secured
Revolving Note (collectively, the "Amended and Restated Notes").  The Amended
and Restated Notes are secured by a security interest over substantially all of
the Company's assets.

Pursuant to the Agreement, the Company and Laurus agreed to amend the
conversion price to $0.50.  In addition, the Company and Laurus agreed to
amend the exercise price of the warrants to $0.65.

The modification of the convertible notes and attached warrants, as described
in the revised facility, has been accounted for as a debt extinguishment and
the issuance of a new debt instrument in accordance with EITF 96-19, "Debtor's
Accounting for a Modification of Debt Instruments".  Accordingly, in connection
with extinguishment of the original debt, the Company recognized a $633,479
loss.

The Amended and Restated Notes were assigned fair value at January 13, 2006,
as follows:

   Principal                            $ 3,600,000
   Less:
     Stock warrants issued in
       connection with revised
        facility                           (618,166)
     Value of beneficial
       conversion features              ( 1,036,392)
                                        -----------
   Fair value of modified
     convertible notes                  $ 1,945,442
                                        ===========

The assumptions used in the fair value calculation of the stock warrants and
beneficial conversion features at January 13, 2006 using the Black-Scholes
option pricing model were as follows:

                                                        Beneficial
                                                        Conversion
                                          Warrants        Feature
                                        -----------    ------------
   Stock price                          $      0.47    $       0.47
   Exercise price                       $      0.65    $       0.50
   Term                                   6.5 years       2.5 years
   Volatility (annual basis)                   140%            140%

On July 11, 2007, the Company further agreed to amend the $500,000 Term Note,
which on that date had a remaining balance of approximately $188,000, to reduce
the fixed conversion price of $0.14 to $0.005.  The Term Note was fully
converted on August 27, 2007.

On December 6, 2006, the Company issued to Dutchess a convertible promissory
note in the amount of $1,937,000 for a purchase price of $1,550,000. The note
is due and payable in full on July 11, 2008.  Other than the $387,000 discount
inherent in the purchase price, the note is non-interest bearing.  The note
payment on this note calls for monthly payments of $60,000 from
January 10, 2007 through July 10, 2007 and monthly payments of $126,500
from August 10, 2007 and thereafter until the face amount of the note is
paid in full.  The $387,000 inherent discount is being amortized as debt
discount over the term of the note.  As of July 31, 2008, the unpaid principal
balance totaled $88,273 and the unamortized inherent discount totaled
$0.

                                                                            F17
<PAGE>

In connection with the note, the Company paid Dutchess a facility fee of
$90,000 and issued 400,000 shares of common stock as incentive shares with
a fair value of $264,000.  The $90,000 fee and $264,000 incentive shares in
the note are being amortized as loan fees cost over the term of the note.
As of July 31, 2007, the unamortized loan fees totaled $214,263.  The note
is convertible into shares of common stock at the election of the note
holder.  The conversion rate is at the lesser of (i) 50% of the lowest
closing bid price during the 15 trading days preceding the conversion
notice or (ii) 100% of the lowest bid price for the 20 days immediately
preceding the convertible closing date.  The convertible promissory note
agreement contains a conversion limit which limits the ability of Dutchess
to convert the note to not exceed 4.99% of the Company's outstanding shares
of common stock at any given time.

The Company has determined that the Dutchess convertible promissory note
contains a beneficial conversion feature and qualifies for treatment
under Emerging Issue Task Force No. 00-27.  The beneficial conversion
feature was valued at $1,550,000 under the intrinsic model.  The
beneficial conversion feature has been accounted for as a debt discount
which is being amortized and treated as interest expense over the term of
the convertible promissory note.  For the year ended July 31, 2008, the
Company amortized a total of $723,895 with an unamortized balance of
$0.


7.  STOCKHOLDERS' EQUITY

On August 10, 2006, the Company's common stock was adjusted to take into
account a 50-to-1 reverse stock split.  The Company's common stock has been
adjusted on retroactive basis; accordingly, all previous balances have been
adjusted for this reverse stock split.

On June 19, 2008, the Company approved an amendment to its certificate of
incorporation increasing the authorized shares of common stock to
5,000,000,000 shares.

Series B 1.5% Convertible Preferred Stock - On July 18, 2007, the Company
issued 1,000 shares of Series B 1.5% Convertible Preferred Stock in
satisfaction of a $1,000,000 note payable to a corporation controlled by the
Company's Chief Executive Officer and President.  The preferred stock
entitles the holder to receive cumulative dividends of 1.5% per month beginning
August 1, 2007.  The Series B Preferred Stock is convertible into common stock
at a conversion price of $0.005.  The fair value of common stock conversion was
estimated at $0.005 which was equal to the conversion price.

Upon conversion, the preferred stock will be reclassified to common stock
outstanding.  Each holder of the issued preferred stock shall have voting
rights, as to the number of votes equal to the aggregate number of shares of
common stock into which such holder's shares of the Series B 1.5% Convertible
Preferred Stock are convertible, multiplied by two.

Preferred stock - Each share of Series A preferred stock is convertible into
                  100 shares of common stock

                - Each share of Series B preferred stock is convertible into
                  200,000 shares of common stock

On November 15, 2007, the Company's common stock was adjusted to take into
account a 50-to-1 reverse stock split.  The Company's common stock has been
adjusted on retroactive basis, accordingly, all previous balances have been
adjusted for this reverse stock split.

On March 25, 2008, the Company's common stock was adjusted to take into
account a 1,000-to-1 reverse stock split.  The Company's common stock has
been adjusted on retroactive basis, accordingly, all previous balances have
been adjusted for this reverse stock split.

                                                                            F18
<PAGE>

On August 15, 2008, the Company's common stock was adjusted to take into
account a 1,000-to-1 reverse stock split.  The Company's common stock has
been adjusted on a retroactive basis, accordingly, all previous balances have
been adjusted for this reverse stock split.

Stock options - The Company has adopted a stock option plan accounted for
pursuant to SFAS 123 (prior to January 31, 2006) and SFAS 123R (post
January 31, 2006).  During the years ended July 31, 2008 and 2007, the Company
granted -0- and -0- options, respectively.  As of July 31, 2008 and 2007, the
Company had options outstanding of -0- and 334, respectively.

Warrants - During the year ended July 31, 2008 and 2007, the Company issued
warrants for -0- and -0- shares of common stock.

8. RELATED PARTY TRANSACTIONS

a) During the years ended July 31, 2008 and 2007, the Company paid rent of
approximately $97,000 and $74,000, respectively, to a company related to a
director of the Company. This related party transaction is not necessarily
indicative of the amounts that would have been incurred had a comparable
transaction been entered into with an independent party.  Management
believes the terms of this transaction were more favorable to the Company
than would have been attained had the transactions been negotiated at
arm's length.

b) During the years ended July 31, 2008 and 2007, the Company paid $111,289
and $102,000, respectively, to a company controlled by a director of the
Company for equipment rental. This related party transaction is not necessarily
indicative of the amounts that would have been incurred had a comparable
transaction been entered into with an independent party.  Management believes
the terms of this transaction were more favorable to the Company than would
have been attained had the transactions been negotiated at arm's length.

c) During the fiscal year ended July 31, 2008 the company received no new loans
from its President and Chief Executive Officer. The Company received loans of
approximately $1,294,123 from its President and Chief Executive Officer in the
fiscal year ended July 31. 2007. Of this total, approximately $1,158,844
remains outstanding. These related party transactions are not necessarily
indicative of the terms that would have been negotiated had comparable
transactions been entered into with an independent party. Management believes
the terms of these transactions were more favorable than would have been
attained had the transactions been negotiated at arm's length.

Included in current liabilities at July 31, 2008 was $158,844 due to The
Cellular Connection Ltd., a company owned and controlled by our Chairman and
Chief Executive Officer, Mr. Turk. This amount arose from the current portion
of the loans from Mr. Stuart Turk.

On July 18, 2007, we issued 1,000 shares of our Series B 1.5% Convertible
Preferred Stock to The Cellular Connection, Ltd., a company controlled by
Mr. Turk as described above, in exchange for $1,000,000.


9. COMMITMENTS AND CONTINGENCIES

On June 23, 2006, Frank Abate, Elaine Abate, John Abate and Gerhard Schmid
filed a Statement of Claim in Ontario Superior Court against On The Go
Healthcare, Inc. for alleged damages for breach of contract in the amount
of $281,522 and damages for wrongful dismissal of Frank Abate and John Abate.
We have paid severance pay for Frank Abate and John Abate's termination and
we believe the plaintiff's entire claim is frivolous.  It is too early to
determine the outcome of such allegations; however, we intend to vigorously
defend against the plaintiff's claim. We have accrued $100,000.

On May 16, 2007, Randal Kalpin filed a Statement of Claim in Ontario Superior
Court against On The Go Healthcare, Inc. for alleged damages for breach of
contract in the amount of $500,000 and damages for breach of employment
contract in the amount of $325,000. We have paid severance pay for Randal
Kalpin's termination and we believe the plaintiff's entire claim is frivolous.
It is too early to determine the outcome of such allegations; however, we
intend to vigorously defend against the plaintiff's claim. We have accrued
$nil as of July 31, 2008.

In the normal course of business, the Company is involved in various legal
proceedings.  Based upon the Company's evaluation of the information presently
available, management believes that the ultimate resolution of any such
proceedings will not have a material adverse effect on the Company's financial
condition, liquidity or results of operations.

10.     DISCONTINUED OPERATIONS

On March 18, 2008, we entered into a binding agreement with FTS
Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and
wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS
agreed to purchase certain assets of our value-added reseller business unit,
dba On The Go Technologies Group, including its goodwill and intellectual
property. On June 6, 2008, we agreed to amend certain terms of the binding
agreement. On July 14, 2008, FTS notified us that it intended to terminate the
this transaction.  We believe FTS has breached its agreements with us and that
the promissory note issued pursuant to the binding agreement, as amended, is
in default.  We intend to pursue all remedies that are available to us.  As of
March 18, 2008 we discontinued all operations as a valued-added reseller.

                                                                            F19
<PAGE>

The sale of the Company's value-added reseller business operations to FTS
resulted in loss on sale by the Company totaling $1,773,079.

The sale of the Company's value-added reseller business operations has been
accounted for as discontinued operations in the consolidated financial
statements for the periods presented herein, in accordance with Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment
and Disposal of Long-lived Assets".

The following is a summary of the results of discontinued operations in the
consolidated statements of operations:

        Year ended July 31
                                              2008               2007
                                     -------------      -------------
        Net sales                    $  13,571,885      $  24,510,797
        Cost of sales                   10,854,339         20,038,977
                                     -------------      -------------
                                         2,717,546          4,471,820
        Operating expenses               7,097,444          6,943,015
                                     -------------      -------------
        Income (loss) from
          discontinued operations    $  (4,379,898)     $  (2,471,195)
                                     =============      =============

11. SUBSEQUENT EVENTS

As discussed in Note 7, the Company approved a 1,000-to-1 reverse stock split
on August 15, 2008.

On September 25, 2008, Laurus Master Fund, Ltd. filed a Complaint in the
Supreme Court of the State of New York naming Metro One Development, Inc.
and another party as defendants alleging breach of contract and promissory
estoppel and sought damages in the amount of $874,471.  The claim relates
to a $5,500,000 financing agreement we entered into with Laurus on
July 14, 2005, as later amended.  In its complaint, Laurus alleges that
we are in breach of the security agreement by selling substantially all of
the assets subject to their security interest and failing to direct all
present and future payments constituting collateral into an account under
Laurus' control.  While it is too early to determine the outcome of such
allegations, we intend to continue to aggressively defend ourselves against
any claims and assert all available defenses.

As compensation for employees and consultants, 70,500,000 common shares were
issued under the provisions of the S8 filed September 10, 2008

Between October 14, 2008 and October 24, 2008, Vital Products, Inc. had us
convert $1,710,000 principal and interest amount of a promissory note held
into an aggregate of 15,200,000 shares of common stock, at a conversion rate
of $0.1125 per share.  Payments under the note are convertible into shares of
Vital Products, Inc. common stock at seventy five percent of the lowest closing
best bid prices of their common stock for the fifteen trading days prior to
the conversion date.

On October 6, 2008, Arrow Electronics, Inc. sent us and another company a
formal demand for payment of $461,097 relating to product we purchased in
the first nine months of the year ended July 31, 2008. The Company has accrued
$461,097 as at July 31, 2008.

On July 15, 2008, EqualLogic Inc. filed a motion against us under previous
trade name in the State of New Hampshire for $658,464 relating to product
we purchased on January 18, 2008. The letter is addressed to a third party
and under a previous trade name that we had been using before selling it to
the third party. The company has accrued $658,464 as at July 31, 2008.

                                                                            F20
<PAGE>

On July 31, 2008, Ingram Micro, Inc. sent us a formal demand for payment of
$85,567 relating to product we purchased in the beginning of March 2008
and product purchased by another company. The Company has accrued $85,567
as at July 31, 2008.


On August 7, 2008, Supercom Canada, Ltd. sent us a formal demand for payment
of $37,771 relating to product we purchased in 2006.

On August 7, 2008, Tech Data Canada Corporation sent us a formal demand for
payment of $329,998 relating to product we purchased in the first nine
months of the year ended July 31, 2008. The Company has accrued $329,998 as
at July 31, 2008.

On August 26, 2008, Isilon Systems Inc. filed a motion of default judgment
in the State of Washington against us and another company for $192,834
relating to product we purchased on October 24, 2007 and December 20, 2007.
The company has accrued $192,834 as at July 31, 2008.

On August 28, 2008, Synnex Canada Limited sent a formal demand for payment
of $124,333 relating to product we purchased in March 2008. The Company
has accrued $124,333 as at July 31, 2008.


On September 3, 2008, Autodesk Inc. sent us a formal demand for payment of
$54,776 relating to product we purchased in January 2008. The letter is
addressed under a previous trade name that had been used before selling it
to a third party. The company has accrued $54,776 as at July 31, 2008.

On October 20, 2008, Silicon Graphics Limited filed a claim against us with
the Ontario Superior Court of Justice for $189,134 relating to product we
purchased November 20, 2006. The company has accrued $189,134 as at
July 31, 2008.

                                                                            F21
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 8A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer
and our Chief Financial Officer, the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this Annual Report on
Form 10-KSB. Based on this evaluation, our Chief Executive Officer and our
Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that information we are required to
disclose in reports that we file or submit under the Securities Exchange
Act of 1934 (i) is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms,
and (ii) is accumulated and communicated to our management, including our
Chief Executive Officer and our Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. Our disclosure controls
and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management. Our disclosure
controls and procedures include components of our internal control over
financial reporting. Management's assessment of the effectiveness of our
internal control over financial reporting is expressed at the level of
reasonable assurance that the control system, no matter how well designed and
operated, can provide only reasonable, but not absolute, assurance that the
control system's objectives will be met.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail,
   accurately and fairly reflect our transactions and dispositions of our
   assets;

2. provide reasonable assurance that our transactions are recorded as necessary
   to permit preparation of our financial statements in accordance with
   generally accepted accounting principles, and that our receipts and
   expenditures of our Company are being made only in accordance with
   authorizations of our management and our directors; and

3. provide reasonable assurance regarding prevention or timely detection of
   unauthorized acquisition, use, or disposition of our assets that could have
   a material effect on our financial statements.

                                       21
<PAGE>

Internal control over financial reporting includes the controls themselves,
monitoring and internal auditing practices and actions taken to correct
deficiencies identified.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial
reporting as of July 31, 2008. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework. Based
on this evaluation, our management concluded that our internal control over
financial reporting was effective as of July 31, 2008.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in our internal control over financial reporting, which
are included within disclosure controls and procedures, during our most
recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal controls.

ITEM 8B. OTHER INFORMATION.

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
        CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
        ACT.

The following table sets forth the name, age, positions, and offices or
employments for the past five years as of July 31, 2008, of our executive
officers and directors. Members of the Board are elected and serve for one
year terms or until their successors are elected and qualify.


     NAME               AGE     POSITION                        Director Since
--------------------    ---     -------------------------       --------------
Stuart Turk             39      President, Chairman,            2000
                                Chief Executive Officer,
                                Secretary, Treasurer and
                                Director

Evan Schwartzberg,      41      Chief Financial Officer
BA, CCM

Ralph Magid, B.A.Sc.,   62      Director                        2000
MBA, P.Eng, P.E.O

                                        22
<PAGE>

STUART TURK.  Mr. Turk has been our Chairman, President and Chief Executive
Officer since July 2000.  Mr. Turk founded The Cellular Connection Ltd., a
manufacturer of mounting accessories and packaging for cellular phones in
May 1988. He currently serves as the Chief Executive Officer of The Cellular
Connection.

EVAN SCHWARTZBERG.  Mr. Schwartzberg has been our Chief Financial Officer
since July 2000.  Prior to January 31, 2006, Mr. Schwartzberg has worked
for the TD Bank Financial Group as a Senior Cash Manager, previously the
Manager of Corporate Cash Management of Canada Trust, within the Treasury
and Balance Sheet Management group of the Finance Division. Prior to such
time, and since 1989, Mr. Schwartzberg was a Senior Cash Manager of Canada
Trust. Mr. Schwartzberg holds an Economics degree from the University of
Toronto, passed the Canadian Securities Course from the Canadian Securities
Institute, and earned the Certified Cash Manager designation from the
Association for Financial Professionals, a U.S. based organization.

RALPH MAGID.  Mr. Magid has been our director since July 2000. Currently,
Mr. Magid is the president of InnoTech Capital Corporation, a company
specializing in providing advisory services for Canadian technology companies
on how to fund and manage their Research and Development. Mr. Magid has more
than 25 years of experience in manufacturing and operations both in Canada and
internationally.  He has worked with small Canadian owned companies as well
as large multinationals including Motorola and Geac Computers.  Research and
Development has been an integral part of Mr. Magid's responsibilities in his
position of Vice President, Operations held with several manufacturing
organizations.  Mr. Magid holds an Industrial Engineering degree from the
University of Toronto, B.A.Sc., an MBA from York University and is a member
of the Professional Engineers of Ontario.

FAMILY RELATIONSHIPS

There are no family relationships among our directors and executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not aware of any material legal proceedings that have occurred during
the past five years concerning any director, director nominee, executive
officer, promoter or control person which involved a bankruptcy petition,
criminal conviction, a pending criminal proceeding, a pending or concluded
administrative or civil proceeding limiting such person's involvement in any
type of business, securities or banking industries, or a finding of federal
or state securities or commodities law violations.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

We do not have any securities registered under Section 12 of the Exchange
Act. Accordingly, our directors, executive officers, and stockholders
beneficially owning more than 10% of our common stock are not required to
comply with the reporting requirements of Section 16(a) of the Exchange Act.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  A copy of our code
of ethics is available on our website at www.metro-one.com.  The
information on our website does not constitute part of this report.

                                       23
<PAGE>

PROCEDURE FOR NOMINATING DIRECTORS

There have been no material changes to the procedures by which security
holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates for director positions that
are recommended by any of our stockholders. Any such recommendation for the
2009 Annual Meeting of Stockholders should be provided to our corporate
secretary by December 31, 2008. The recommended candidate should be submitted
to us in writing addressed to 85 Corstate Avenue, Unit #1, Concord, Ontario,
Canada L4K 4Y2. The recommendation shall include the following information:
name of candidate; address, phone, and fax number of candidate; a statement
signed by the candidate certifying that the candidate wishes to be considered
for nomination to our Board of Directors and stating why the candidate
believes that he or she meets the director qualification criteria and would
otherwise be a valuable addition to our Board of Directors; a summary of the
candidate's work experience for the prior five years and the number of shares
of our stock beneficially owned by the candidate.

The Board shall evaluate the recommended candidate and shall determine whether
or not to proceed with the candidate in accordance with our procedures. We
reserve the right to change our procedures at any time to comply with the
requirements of applicable laws.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has the responsibility for establishing broad corporate
policies and reviewing our overall performance rather than day-to-day
operations. The Board's primary responsibility is to oversee management of
our Company and, in so doing, serve the best interests of our Company and our
stockholders. Our full Board of Directors performs all of the functions
normally designated to an Audit Committee, Compensation Committee and
Nominating Committee.

Audit Committee and Audit Committee Financial Expert

Although our Board does not have a separately-designated standing Audit
Committee, our full Board of Directors performs the functions usually
designated to an Audit Committee. As of July 31, 2007, Ralph Magid has been
designated as the Board's "audit committee financial expert" as defined in
Item 407(d)(5) of Regulation S-B. Mr. Magid's experience and background has
provided him with an understanding of accounting principles generally accepted
in the United States of America and financial statements prepared thereon.
Mr. Magid has experience preparing, auditing, analyzing and evaluating
financial statements that present a breadth and level of complexity of
accounting issues comparable to the issues that can reasonably be expected
to be raised by our financial statements. Mr. Magid has an understanding of
audit committee functions. We are traded on the Over-the-Counter Bulletin
Board which does not have a requirement of director independence, however
according to NASDAQ Marketplace Rule 4200(a)(15), Mr. Magid is independent.

                                       24
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION

The following table shows the compensation paid or accrued during the fiscal
years ended July 31, 2008 and 2007 to our Principal Executive Officer and our
Chief Financial Officer, referred to herein as our "Named Executive Officers."
No other executive officer or employee earned over $100,000 in the last
completed fiscal year.

Summary Compensation Table

-------------------------------------------------------------------------------
Name and  Year   Base   Bonus Stock  Option Non-        All        Dollar Value
Principal Ended  Salary       Awards Awards qualified   Other        of Total
Position  July                              Deferred    Compensa-  Compensation
          31,                               compensa-   tion         for the
                                            tion                     Covered
                                            Earnings                 Fiscal
                                                                      Year
                   $      $     $      $       $          $            $

  (a)      (b)    (c)    (d)   (e)    (f)     (h)        (i)          (j)
-------------------------------------------------------------------------------

Stuart
Turk,
Chief
Executive
Officer    2008 $272,756                               $12,000(1)    $284,756
           2007 $360,000                               $12,000(1)    $372,000


Evan
Schwartzberg,
Chief
Financial
Officer    2008 $160,000                               $ 6,000(2)    $166,000
           2007 $130,825                               $ 6,000(2)    $136,825
-------------------------------------------------------------------------------


(1) "All Other Compensation" amount for Mr. Turk includes personal use of
     Company vehicle :

     The value shown for personal use of Company aircraft is the incremental
     cost to our Company of such use, which is calculated based on the variable
     operating costs to our Company per hour of operation, which include fuel
     costs, maintenance and associated travel costs for the crew. Fixed costs
     that do not change based on usage, such as pilot salaries, depreciation,
     insurance, and rent, were not included.

(2) "All Other Compensation" amount for Mr. Schwartzberg includes personal
     use of Company vehicle:


                                       25
<PAGE>

NARRATIVE TO SUMMARY COMPENSATION TABLE

EMPLOYMENT AGREEMENTS

Mr. Schwartzberg's remuneration is $160,000 annually.  Other than an oral
understanding between our Company and Mr. Schwartzberg, we do not currently
have any employment agreements, oral or written, with any of our Named
Executive Officers.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As of July 31, 2008, our named executive officers did not have any equity
awards outstanding.

Retirement Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any non-qualified defined contribution plans or other deferred
compensation plans.

Potential Payments Upon Termination or Change of Control

We do not have any potential payments upon termination or change of control.

DIRECTOR COMPENSATION

We do not currently have any formal arrangements to compensate our directors.
We compensate our directors in shares of our common stock to preserve capital
to grow our company.  We did not compensate our directors for their services
for the fiscal years ended July 31, 2007 and July 31, 2008.

                                       26
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of November 3, 2008, by each
person known by us to be (i) the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each current director and nominee,
(iii) each of the Named Executive Officers named in the Summary Compensation
Table who were serving as executive officers at the end of the July 31, 2008
fiscal year and (iv) all of our directors and current executive officers as
a group. Unless otherwise indicated below, to our knowledge, all persons
listed below have sole voting and investment power with respect to their
shares of common stock except to the extent that authority is shared by
spouses under applicable law.

The calculation of percentage ownership for each listed beneficial owner is
based upon the number of shares of common stock issued and outstanding on
November 3, 2008, plus shares of common stock subject to options, warrants
and conversion rights held by such person on November 3, 2008, and exercisable
or convertible within 60 days thereafter.

Title of class    Name and address of         Amount and           Percent of
                  beneficial owner (1)        nature of            class (2)
                                              beneficial
                                              owner


Common            Stuart Turk (3)           228,613,400               77.42 %

Common            The Cellular Connection,  211,533,400               74.43 %
                  Ltd.(4)

Common            Evan Schwartzberg               1                       *

Common            Ralph Magid                     1                       *

All officers and directors
as a group (3 persons)                      228,613,402               77.42 %

* less than 1%

(1) Unless otherwise indicated, the address for each of these stockholders is
    c/o Metro One Development, Inc., 85 Corstate Avenue, Unit #1, Concord,
    Ontario, Canada L4K 4Y2.

(2) Beneficial ownership is determined in accordance with the rules of the
    SEC based on 72,657,910 shares of common stock issued and outstanding on
    November 3, 2008.

(3) Mr. Turk's beneficial ownership is comprised of 6,000,000 shares of common
    stock owned directly. In addition, Mr. Turk owns 110,800 shares of Series A
    Convertible Preferred Stock which can convert into 11,080,000 shares of
    common stock. Mr. Turk is the sole control person for The Cellular
    Connection, Ltd., and, as such, has full voting and dispositive control
    over shares held by The Cellular Connection, Ltd.  The Cellular
    Connection, Ltd. owns 118,334 shares of Series A Convertible Preferred
    Stock which can convert into 11,833,400 shares of common stock as well
    as 1,000 shares of Series B 1.5% Convertible Preferred Stock that can
    convert into 200,000,000 shares of common stock, all of which are
    beneficially owned by Mr. Turk.

                                       27
<PAGE>

(4) The Cellular Connection, Ltd. owns 113,334 shares of Series A Convertible
    Preferred Stock which can convert into 11,333,400 shares of common stock
    as well as 1,000 shares of Series B 1.5% Convertible Preferred Stock that
    can convert into 200,000,000 shares of common stock.  Mr. Turk is the sole
    control person for The Cellular Connection, Ltd., and, as such, has full
    voting and dispositive control over shares held by The Cellular
    Connection, Ltd.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the years ended July 31, 2008 and 2007, we paid rent of approximately
$96,652 and $74,116, respectively, to a company related to a director.

During the fiscal year ended July 31, 2007, the Company received loans from
our Chairman and Chief Executive Officer, Mr. Stuart Turk, of approximately
$1,294,123. Of this total, approximately $1,158,844 remains outstanding for the
fiscal year ended July 31, 2008.

Included in current liabilities at July 31, 2008 was $158,844 due to The
Cellular Connection Ltd., a company owned and controlled by our Chairman and
Chief Executive Officer, Mr. Turk. This amount arose from the current portion
of the loans from Mr. Stuart Turk.

During the fiscal year ended July 31, 2008, we paid $111,289 to The Cellular
Connection Ltd., a company owned and controlled by Mr. Turk as described
above, for equipment rental.

On July 18, 2007, we issued 1,000 shares of our Series B 1.5% Convertible
Preferred Stock to The Cellular Connection, Ltd., a company controlled by
Mr. Turk as described above, in exchange for $1,000,000.

The above related party transactions are not necessarily indicative of
the amounts that would have been incurred had a comparable transaction been
entered into with an independent party. The terms of these transactions were
more favorable than would have been attained if the transactions were
negotiated at arm's length.

DIRECTOR INDEPENDENCE

As of July 31, 2008, Stuart Turk and Ralph Magid served as our directors.
Only Mr. Ralph Magid has been deemed by our board of directors to be an
"independent" director, as defined under the standards of independence set
forth in the Marketplace Rules of the NASDAQ Stock Market, Rule 4200(a)(15).
We are currently traded on the Over-the-Counter Bulletin Board or OTCBB. The
OTCBB does not require that a majority of the board be independent.

                                        28
<PAGE>

ITEM 13. EXHIBITS.

EXHIBIT NO.             IDENTIFICATION OF EXHIBIT

2.1   Memorandum of Agreement between the Company and Elaine Abate, John Abate,
      Gerhard Schmid, Frank Abate, 1066865 Ontario Inc, and Infinity
      Technologies Inc., dated July 19, 2005 (included as Exhibit 2.1 to the
      Form 8-K filed July 22, 2005, and incorporated herein by reference).

3.1   Restated Certificate of Incorporation (included as Exhibit 3.4 to the
      Form 10-KSB filed October 27, 2004, and incorporated herein by
      reference).

3.2   By-laws (included as Exhibit 3.4 to the Form SB-2 filed May 24, 2001,
      and incorporated herein by reference).

3.3   Certificate of Amendment of the Certificate of Incorporation (included
      as Exhibit 3.5 to the Form 10-KSB filed October 27, 2004, and
      incorporated herein by reference).

3.4   Certificate of Amendment of the Certificate of Incorporation, dated
      June 6, 2007 (included as Exhibit 3.4 to the Form 10-QSB filed
      June 12, 2007, and incorporated herein by reference).

3.5   Certificate of Amendment to the Amended and Restated Certificate of
      Incorporation, as amended, dated August 13, 2007 (included as
      Exhibit 3.1 to the Form 8-K filed August 17, 2007, and incorporated
      herein by reference).

4.1   Certificate of Designation of Series A Convertible Preferred Stock
      (included as Exhibit 4.1 to the Form 10-KSB filed October 27, 2004,
      and incorporated herein by reference).

4.2   Secured Convertible Term Note between the Company and Laurus Master
      Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.1 to the
      Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.3   Secured Revolving Note between the Company and Laurus Master Fund,
      Ltd., dated July 14, 2005 (included as Exhibit 4.2 to the Form 8-K
      filed July 20, 2005, and incorporated herein by reference).

4.4   Secured Convertible Minimum Borrowing Note between the Company and
      Laurus Master Fund, Ltd., dated July 14, 2005 (included as Exhibit
      4.3 to the Form 8-K filed July 20, 2005, and incorporated herein by
      reference).

4.5   Security and Purchase Agreement between the Company and Laurus
      Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.4 to
      the Form 8-K filed July 20, 2005, and incorporated herein by
      reference).

4.6   Master Security Agreement between the Company and Laurus Master
      Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.5 to the
      Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.7   Share Pledge Agreement between the Company and Laurus Master Fund,
      Ltd., dated July 14, 2005 (included as Exhibit 4.6 to the Form 8-K
      filed July 20, 2005, and incorporated herein by reference).

                                       29
<PAGE>

4.8   Form of Common Stock Purchase Warrant between the Company and Laurus
      Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.7 to the
      Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.9   Subsidiary Guaranty between the Company and Laurus Master Fund, Ltd.,
      dated July 14, 2005 (included as Exhibit 4.8 to the Form 8-K filed
      July 20, 2005, and incorporated herein by reference).

4.10  Funds Escrow Agreement between the Company and Laurus Master Fund,
      Ltd., dated July 14, 2005 (included as Exhibit 4.9 to the Form 8-K
      filed July 20, 2005, and incorporated herein by reference).

4.11  Forbearance Agreement between the Company and Laurus Master Fund,
      Ltd., dated July 14, 2005 (included as Exhibit 4.10 to the Form 8-K
      filed July 20, 2005, and incorporated herein by reference).

4.12  Joinder Agreement between the Company and Laurus Master Fund, Ltd.,
      dated July 20, 2005 (included as Exhibit 4.11 to the Form 8-K filed
      July 20, 2005, and incorporated herein by reference).

4.13  Registration Rights Agreement between the Company and Laurus Master
      Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.12 to the
      Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.14  Amended and Restated Secured Convertible Term Note between the Company
      and Laurus Master Fund, Ltd., dated January 13, 2006 (included as
      Exhibit 4.1 to the Form 8-K filed January 30 2006, and incorporated
      herein by reference).

4.15  Amended and Restated Secured Revolving Note between the Company and
      Laurus Master Fund, Ltd., dated January 13, 2006 (included as Exhibit
      4.2 to the Form 8-K filed January 30, 2006, and incorporated herein
      by reference).

4.16  Amended and Restated Secured Convertible Minimum Borrowing Note
      between the Company and Laurus Master Fund, Ltd., dated
      January 13, 2006 (included as Exhibit 4.3 to the Form 8-K filed
      January 30, 2006, and incorporated herein by reference).

4.17  Amended and Restated Security Purchase Agreement between the Company
      and Laurus Master Fund, Ltd., dated January 13, 2006 (included as
      Exhibit 4.4 to the Form 8-K filed January 30, 2006 and incorporated
      herein by reference).

4.18  Amended and Restated Form of Common Stock Purchase Warrant between
      the Company and Laurus Master Fund, Ltd., dated January 13, 2006
      (included as Exhibit 4.5 to the Form 8-K filed January 30, 2006 and
      incorporated herein by reference).

4.19  Amended and Restated Registration Rights Agreement between the Company
      and Laurus Master Fund, Ltd., dated January 13, 2006 (included as
      Exhibit 4.6 to the Form 8-K filed January 30, 2006, and incorporated
      herein by reference).

4.20  Form of Series "D" Common Stock Purchase Warrant (included as Exhibit
      4.22 to the Form SB-2 filed February 21, 2006 and Incorporated herein
      by reference).

4.21  Omnibus Agreement, dated July 11, 2007 (included as Exhibit 4.7 to the
      Form 8-K filed July 17, 2007, and incorporated herein by reference).

4.22  Second Omnibus Agreement, dated September 24, 2007 (included as
      Exhibit 4.8 to the Form 8-K filed September 28, 2007, and incorporated
      herein by reference).

                                       30
<PAGE>

4.23  Third Omnibus Agreement, dated October 15, 2007 (included as Exhibit
      4.9 to the Form 8-K filed October 19, 2007, and incorporated herein
      by reference).

10.1  Secured Promissory Note between the Company and Vital Products, Inc.,
      dated February 23, 2006 (included as Exhibit 10.1 to the Form 8-K filed
      February 27, 2006, and incorporated herein by reference).

10.2  Secured Promissory Note between the Company and Vital Products, Inc.,
      dated February 23, 2006 (included as Exhibit 10.2 to the Form 8-K filed
      February 27, 2006, and incorporated herein by reference).

10.3  2007 Stock Option Plan, dated January 16, 2007 (included as Exhibit 10.1
      to the Form S-8 filed January 16, 2007, and incorporated herein by
      reference).

10.4  Investment Agreement between the Company and Dutchess Private Equities
      Fund, Ltd., dated January 16, 2007 (included as Exhibit 10.14 to the
      Form SB-2 filed January 16, 2007, and incorporated herein by reference).

10.5  Side Letter Agreement between the Company and Dutchess Private Equities
      Fund, Ltd., dated March 19, 2007 (included as Exhibit 10.15 to the Form
      SB-2 filed March 20, 2007, and incorporated herein by reference).

10.6  2007 Stock Option Plan, dated April 24, 2007 (included as Exhibit 10.1
      to the Form S-8 filed April 25, 2007, and incorporated herein by
      reference).

10.7  On The Go Healthcare, Inc. 2007 Stock Option Plan, dated June 6, 2007
      (included as Exhibit 10.1 to the Form S-8 filed June 7, 2007, and
      incorporated herein by reference).

10.8  On The Go Healthcare, Inc. August 2007 Stock Option Plan, dated
      August 14, 2007 (included as Exhibit 10.1 to the Form S-8 filed
      August 14, 2007, and incorporated herein by reference).

10.9  2007 Stock Option Plan, dated October 5, 2007 (included as Exhibit 10.1
      to the Form S-8 filed October 5, 2007, and incorporated herein by
      reference).

10.10 2007 Stock Option Plan, dated October 19, 2007 (included as Exhibit
      10.1 to the Form S-8 filed October 19, 2007, and incorporated herein
      by reference).

10.11 2007 Stock Option Plan, dated November 19, 2007 (included as Exhibit
      10.1 to the Form S-8 filed November 19, 2007, and incorporated herein
      by reference).

10.12 On The Go Healthcare, Inc. February 2008 Stock Option Plan, dated
      February 26, 2008 (included as Exhibit 10.1 to the Form S-8 filed
      February 26, 2008, and incorporated herein by reference).

10.13 Binding Agreement between the Company on one side and FTS Group, Inc.
      and OTG Technologies Group, Inc. on the other side, dated March 18, 2008
      (included as Exhibit 10.1 to the Form 8-K filed March 27, 2008, and
      incorporated herein by reference).

10.14 Metro One Development, Inc. April 2008 Stock Option Plan, dated
      April 14, 2008 (included as Exhibit 10.1 to the Form S-8 filed
      April 14, 2008, and incorporated herein by reference).

                                       31
<PAGE>

10.15 Amendment No. 1 to Transaction Documents, dated June 6, 2008
      (included as Exhibit 10.1 to the Form 8-K filed June 16, 2008, and
      incorporated herein by reference).

10.16 Metro One Development, Inc. June 2008 Stock Option Plan, dated
      June 18, 2008 (included as Exhibit 10.1 to the Form S-8 filed
      June 26, 2008, and incorporated herein by reference).

10.17 Metro One Development, Inc. September 2008 Stock Option Plan, dated
      September 10, 2008 (included as Exhibit 10.1 to the Form S-8 filed
      September 10, 2008, and incorporated herein by reference).

21.1  List of Subsidiaries of the Registrant (included as Exhibit 21.1 to
      the Form 10-KSB filed October 30, 2006, and incorporated herein by
      reference).

23.1  Consent Of Independent Registered Public Accounting Firm, Danziger
      Hochman Partners LLP (filed herewith).

23.2  Consent Of Independent Registered Public Accounting Firm, MSCM LLP
      (filed herewith).

31.1  Certification of Chief Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.

31.2  Certification of Chief Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.

32.1  Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Danziger Hochman Partners LLP were engaged as our independent auditors to
report on our balance sheet as of July 31, 2008 and the related statements
of income, stockholders' equity and cash flows for the year then ended.

We engaged MSCM LLP as our independent auditors to report on our balance sheet
as of July 31, 2008 and the related statements of income, stockholders' equity
and cash flows for the year then ended

Audit Fees

The aggregate fees billed for each of the last two fiscal years ended July 31
for professional services rendered by the principal accountant for the audit
of our financial statements and review of financial statements included in
our quarterly reports for those years:

2008: $ 53,050
2007: $ 77,775

Audit-Related Fees

There were no fees billed in the last two fiscal years ended July 31 for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
which were not included in Audit Fees:

                                       32
<PAGE>

Tax Fees

There were no fees billed for each of the last two fiscal years ended July 31
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning.

All Other Fees

There were no fees billed in each of the last two fiscal years ended July 31
for products and services provided by the principal accountant, other than
the services reported above.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICY AND PROCEDURES

We do not have a separate audit committee. Our full Board of Directors performs
the functions of an audit committee. Before an independent auditor is engaged
by us to render audit or non-audit services, our board of directors shall
pre-approve the engagement.  We may not engage our independent auditors to
render any audit or non-audit service unless either the service is approved
in advance by our Board of Directors or the engagement to render the service
is entered into pursuant to the Board of Director's pre-approval policies and
procedures. On an annual basis, the Board of Directors may pre-approve services
that are expected to be provided to us by the independent auditors during the
following 12 months. At the time such pre-approval is granted, the Board of
Directors must (1) identify the particular pre-approved services in a
sufficient level of detail so that management will not be called upon to
make judgment as to whether a proposed service fits within the pre-approved
services and (2) establish a monetary limit with respect to each particular
pre-approved service, which limit may not be exceeded without obtaining further
pre-approval under the policy.

The Board has considered whether the provision of the services described above
under the caption "All Other Fees" is compatible with maintaining the auditor's
independence.

                                       33
<PAGE>


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                        METRO ONE DEVELOPMENT, INC.




                                        By: /s/ Stuart Turk
                                        ------------------------------
                                                Stuart Turk
                                                Chief Executive Officer

                                        Date:   December 16, 2008


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


SIGNATURE               TITLE                                  DATE


/s/ Stuart Turk         President, Chief Executive Officer,   December 16, 2008
---------------------   Chairman and Director                 -----------------
Stuart Turk


/s/ Evan Schwartzberg   Chief Financial Officer, Principal    December 16, 2008
---------------------   Accounting Officer                    -----------------
Evan Schwartzberg

/s/ Ralph Magid         Director                              December 16, 2008
---------------------                                         -----------------
Ralph Magid


                                       34
<PAGE>