**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**Form10-K/A**

**AmendmentNo. 1**

**(MarkOne)**
| x          | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------|------------|-----------------------------------------------------------------------------------------------|
| ** ** |       | **For the  fiscal year ended December 31, 2006**                                              |
| ** ** |       | **OR**                                                                                        |
| o          | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For thetransition period from                     to                     **

**METRO ONE TELECOMMUNICATIONS, INC.**

(Exact name of registrant as specified in its charter)
| **Oregon**                                                      | ** ** | **93-0995165**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**11200 Murray Scholls Place,Beaverton, OR  97007**

(Address of principalexecutive offices)

Registrant’s telephone number, including areacode:   **503-643-9500**

Securitiesregistered pursuant to Section 12(b) of the Act:

**CommonStock, No Par Value**

(Title of Class)

Securities registered pursuant to Section 12(g) of theAct:  ** NONE**

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes  o    No  ý

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes  o    No  ý

Indicate by check markwhether the registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes  ý    No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated  filer o | Non-accelerated  filer ý |
|--------------------------------|---------------------------|------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes  o    No  ý

Theaggregate market value of the voting and non-voting common equity held bynon-affiliates, based on the closing price of the common stock as reported bythe Nasdaq National Market on June 30, 2006 was $15,094,695.  Shares of common stock held by each officerand director and by each person who owns 5% or more of the outstanding commonstock have been excluded in that such persons may be deemed to be affiliates.This determination of affiliate status is not necessarily a conclusivedetermination for other purposes.

The number of shares outstanding of the registrant’scommon stock as of March 31, 2007 was 6,233,326.

DOCUMENTSINCORPORATED BY REFERENCE

**None.**

 

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**TABLE OF CONTENTS**
| **PART III**       | ** **                                                                                       |   |   |
|--------------------|--------------------------------------------------------------------------------------------------|--------|--------|
|               |                                                                                             |   |   |
| Item  10           | Directors,  Officers and Corporate Governance                                                    |   |   |
|               |                                                                                             |   |   |
| Item  11           | Executive  Compensation                                                                          |   |   |
|               |                                                                                             |   |   |
| Item  12           | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |   |   |
|               |                                                                                             |   |   |
| Item  13           | Certain  Relationships and Related Transactions, and Director Independence                       |   |   |
|               |                                                                                             |   |   |
| Item  14           | Principal  Accounting Fees and Services                                                          |   |   |
| ** **         |                                                                                             |   |   |
| **PART IV**        |                                                                                             |   |   |
|               |                                                                                             |   |   |
| Item  15           | Exhibits  and Financial Statement Schedules                                                      |   |   |
| ** **         |                                                                                             |   |   |
| **SIGNATURES**     |                                                                                             |   |
|               |                                                                                             |   |
| **EXHIBIT  INDEX** |                                                                                             |   |

 

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This Amendment No. 1 onForm 10-K/A to the Annual Report on Form 10-K of Metro One Telecommunications,Inc. (the “Company” or “Metro One”) for the fiscal year ended December 31, 2006is being filed for the purpose of providing the information required by PartIII of the Annual Report on Form 10-K, which the Company is no longerincorporating by reference to its proxy statement. Part III is hereby amendedand restated in its entirety.

As required by Rule 12b-15under the Securities Exchange Act of 1934, new certifications of our principalexecutive officer and principal financial officer under Section 302 of theSarbanes-Oxley Act of 2002 are being filed as exhibits to this AmendmentNo. 1 on Form 10-K/A. Because no financial statements are contained withthis Form 10-K/A, Metro One is not including the certifications pursuantto Section 906 of the Sarbanes-Oxley Act of 2002. No other informationcontained in the original filing is amended hereby. This amendment does notmodify or update disclosures in the original filing. Furthermore, except forthe matters described above, this amendment does not change any previouslyreported financial results, nor does it reflect events occurring after the dateof the original filing.

**PARTIII**

**Item 10****         ****Directors, Officers and CorporateGovernance**

**Board of Directors**

The authorized number of directors currently ranges from three tonine.  Our Board of Directors has fixedthe number of directors at six.  Underour articles of incorporation, our directors are divided into three classes,Class I, Class II and Class III.  Eachyear, a different class of directors is automatically up for election at theannual meeting for a three-year term. This year our Class III directors are up for election.  The following table sets forth each director’sname, age, class, the periods during which each has served as a director andthe positions currently held by him or her.
| Name                       | ** ** | **Age** | ** ** | **Director  Since** | ** ** | **Class** | ** ** | **Current  Term Expires** | ** ** | **Position With  Metro One**                      |
|----------------------------|------------|---------|------------|---------------------|------------|-----------|------------|--------------------------------|------------|-------------------------------------------------------------|
|                       |       |    |       |                |       |      |       |                           |       |                                                        |
| Elchanan (Nani) Maoz       |       | 40      |       | 2006                |       | I         |       | 2009                           |       | Director                                                    |
|                       |       |    |       |                |       |      |       |                           |       |                                                        |
| Mary H. Oldshue            |       | 55      |       | 2006                |       | I         |       | 2009                           |       | Director                                                    |
|                       |       |    |       |                |       |      |       |                           |       |                                                        |
| Gary E. Henry              |       | 50      |       | 2004                |       | II        |       | 2008                           |       | President, Chief Executive Officer, Secretary and  Director |
| Murray L. Swanson          |       | 66      |       | 2006                |       | II        |       | 2008                           |       | Director                                                    |
|                       |       |    |       |                |       |      |       |                           |       |                                                        |
| William D. Rutherford |       | 68      |       | 1995                |       | III       |       | 2007                           |       | Chairman of the Board                                       |
|                       |       |    |       |                |       |      |       |                           |       |                                                        |
| James M. Usdan             |       | 57      |       | 1997                |       | III       |       | 2007                           |       | Director                                                    |

 

*Class I Directors*

*Elchanan (Nani) Maoz* has served asthe Chairman of Everest Funds LP, an investment partnership that he founded,since 2000.  From 1998 to 2000, Mr. Maozserved as manager of the General Partner to the Galil Fund, an investmentpartnership.  From 1994 to 1998, Mr. Maozheld a number of different positions with Dovrat Shrem & Company InvestmentManagement Ltd, an investment company, including chairman of Dovrat ShremEnterprises and board member of Dovrat Shrem & Co. Provident FundManagement.  Mr. Maoz serves on theIsraeli Board of the America Israel Friendship League and is a director of a privatesoftware and medical management service provider.  A former member of the Israeli Army and theelite Special Forces, Mr. Maoz holds a Bachelor of Science degree inEngineering with honors from King’s College, University of London.

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*Mary H. Oldshue* has served asa Principal of Arras Advisory Associates, a financial and business developmentservice provider from 1994 to 2006.  In2005 she served briefly as a Senior Consultant with RV Kuhns & Associates,an investment consulting firm.  She alsoserved as Vice President, Development and Finance from 1991 to 1992 and as CFOfrom 1987 to 1991 of Pacific Development Inc., a real estate entity formed byPacifiCorp a NYSE-listed company.  From1980 to 1987, Ms. Oldshue served in a number of capacities, including asTreasurer, at Nerco, Inc, a NYSE-listed natural resources company.  Prior to 1980, Ms. Oldshue held managementpositions with QUALICO, First Interstate Bank of Oregon and Chemical Bank.  Ms. Oldshue has also served on the boards ofa number of professional and civic organizations, which currently include theBoard of Trustees of Marylhurst University, the Advisory Council of the Centerfor Ethics in Healthcare, Oregon Health & Science University and the boardof the Associated of Alumnae/i of Vassar College (AAVC).  Ms. Oldshue holds a Bachelor of Arts degreefrom Vassar College.

*Class II Directors*

*Gary E.Henry* joined Metro One in 1992 and has served as our President and ChiefExecutive Officer since June 2006.  Mr.Henry served as Executive Vice President –Chief Operating Officer and Corporate Secretary from 1999 to 2006.  From 1992 to 1999, he served Metro One in avariety of operational positions.  From1985 to 1992, he served as Senior Vice President, Executive Corporate ServicesDirector for Imperial Corporation of America, Inc., a financialinstitution.  Mr. Henry holds aBachelor of Arts degree in Public Administration from San Diego StateUniversity.

*Murray L. Swanson* has served asa principal of Executive CFO, a financial and business development consultancythat he founded, since 2001.  From 1998to 2001, Mr. Swanson served as Managing Director and Chief ExecutiveOfficer of Sonera Corporation U.S., a communications services firm and U.S.subsidiary of Sonera Corporation of Helsinki, Finland.  During 2001 and 2002, he also served brieflyas President of o2wireless Corporation, a wireless infrastructure constructionand maintenance company.  From 1981 to1998, Mr. Swanson served as Vice President, Finance, Chief FinancialOfficer and as a member of the board of directors of Telephone and DataSystems, Inc., a telecommunications company. Mr. Swanson is a Certified Public Accountant and a member of theAmerican Institute of Certified Public Accountants. Mr. Swanson holds a Mastersdegree in Management from Northwestern University and a Bachelor of Sciencedegree from Middle Tennessee State University.

*Class III Directors*

*WilliamD. Rutherford* was elected Chairman of the Board in 2000.  He is the Principal of Rutherford InvestmentManagement LLC, an investment advisory service. During 1997, Mr. Rutherford was Chief Executive Officer ofFiberboard Asbestos Compensation Trust. From 1995 to 1996, Mr. Rutherford was a Principal with MacadamPartners, a Portland-based investment firm. He was formerly the Treasurer of the State of Oregon, during whichservice he was elected Chairman of the Oregon Investment Council.  He also served for seven years as a Member ofthe Oregon House of Representatives. From 1994 to 1995, Mr. Rutherford served as Director of SpecialProjects for Metallgesellschaft Corp., a multi-billion dollar internationaltrading company.  From 1990 through 1993,Mr. Rutherford was President and a director of Societe Generale ToucheRemnant Corporation (U.S.), an international asset management company.  From 1987 to 1990, Mr. Rutherford wasPresident and Chief Executive Officer of ABD International ManagementCorporation, an international asset management company.  Mr. Rutherford formerly practiced lawand served as Chief Executive Officer of a regional investment firm.  A U.S. Army veteran, Mr. Rutherfordreceived a Bachelor of Science degree in History from the University of Oregonand an LL.B. from Harvard University Law School.

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*James M. Usdan* served as ourinterim President and Chief Executive Officer from October 2005 to June 2006.During 2005, Mr. Usdan served as a consultant to Vision Care Holdings,LLC, a national retailer of eyeglasses and refractive surgery, after previouslyserving that company as President, Chief Executive Officer and a Director, in aturnaround management capacity during 2003 and 2004. From 2001 to 2004, heserved as the President and CEO for the successful restructuring and sale ofCastle Dental Centers, Inc. a group dental practice management organization,also in a turnaround capacity. From 1998 to 2001, Mr. Usdan was Presidentand Chief Executive Officer of NextCARE Hospitals, Inc., a provider oflong-term acute care hospital services. From 1990 to 1998, he was President,Chief Executive Officer and a Director of RehabCare Group Inc., a NYSE-listedcompany and a provider of physical therapy, rehabilitation staffing and otherstaffing services. Prior to joining RehabCare, Mr. Usdan was a founder andPresident and Chief Executive Officer of American Transitional Care, Inc. from1987 to 1990. During 1986 and 1987, he was Executive Vice President and ChiefOperating Officer of Rehab Hospital Services Corporation, the rehabilitationsubsidiary of National Medical Enterprises. Mr. Usdan serves on the boardsof HCCA, Int’l and Safer Sleep, LLC as well as the advisory boards of MaryvilleCollege and the Harvard School of Public Health. He holds a Bachelor of Artsdegree from Harvard College.

**ExecutiveOfficers**

The following table sets forth certain information with respect to ourexecutive officers as of April 1, 2007:
| **Name**              | ** ** | **Age** | ** ** | **Position With Metro One**                                 |
|-----------------------|------------|---------|------------|-------------------------------------------------------------|
|                  |       |    |       |                                                        |
| Gary E. Henry    |       | 50      |       | President, Chief Executive Officer, Secretary and  Director |
|                  |       |    |       |                                                        |
| Duane C. Fromhart     |       | 52      |       | Senior Vice President – Chief Financial Officer        |
|                  |       |    |       |                                                        |
| Karen L. Johnson |       | 57      |       | Senior Vice President – Corporate Development          |
|                  |       |    |       |                                                        |
| Philip A. Ljubicich   |       | 42      |       | President – M1 Data & Analytics                    |
|                  |       |    |       |                                                        |
| L. Lynne Michaelson   |       | 60      |       | Senior Vice President – Human Resources                |
|                  |       |    |       |                                                        |
| John S. Miller        |       | 41      |       | Senior Vice President – Voice Technology               |

 

The following sets forth biographical information with respect to ourexecutive officers (except for Mr. Henry, whose biographical information is setforth above under “Board of Directors”):

*Duane C. Fromhart* joined Metro One in2000 and since July 2004 has served as Senior Vice President – Chief FinancialOfficer.  From April 2000 through June2004 he served as Vice President – Finance. From 1996 to 2000, he served as Vice President and Controller ofAnalogy, Inc., a software development company. From 1990 to 1996, he held various positions, including Manager, in theAudit and Business Advisory Services division of Arthur Andersen, LLP.  Mr. Fromhart is aCertified Public Accountant with a Bachelor’sdegree from Pacific Lutheran University and attended post-graduate studies inbusiness and accounting at Portland State University.  Mr. Fromhart has resigned from Metro Oneeffective April 30, 2007.

*Karen L. Johnson* joined Metro One in 1993 and since 1998 hasserved as Senior Vice President – Corporate Development.  From 1993 to 1998, she served as VicePresident – Controller.  From 1989 to1993, she was the Financial Operations Manager for Care Medical Equipment, Inc.and Care Ambulance, Inc. Ms. Johnson is a Certified Public Accountant with a Bachelor ofArts degree from St. Olaf College 

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andperformed post-graduate work in accounting and business administration atPortland State University.

*PhilipA. Ljubicich*****joined Metro One in 2001 and since June 2006 has served as President ofM1 Data & Analytics, Metro One’s data division.  From February 2001through June 2006, he served as Vice President – Content Development. From 1999 to 2001, he served as Chief Technology Officer of EnthusiasmTechnologies, Inc., a software development company acquired by Metro One in2001.  Mr. Ljubicich holds a Bachelor of Arts in Mathematics from Reed College and a Master of Artsin Psychology from Antioch University Seattle.

*L. LynneMichaelson* joined Metro One in 1990 and since June 2006 hasserved as Senior Vice President, Human Resources.  She was named Vice President, Human Resourcesin February 2000.  Prior to joining MetroOne she was the Human Resources/Operations Manager for Meier and Frank, a majordepartment store located in Medford, Oregon.

*JohnS. Miller***joined Metro One in 1998 andsince June 2006 has served as Senior Vice President, Voice Technology,responsible for technical operations and product engineering.  Prior toJune 2006, Mr. Miller served Metro One as Vice President, Product Engineeringsince 2000.  From 1998 to 2000, he servedMetro One as a software engineer, project manager, and departmentmanager.  Prior to joining Metro One, Mr. Miller was employed by CapGemini America as a Senior Consultant and project manager.  He holds aBachelor of Science in Computer Science from Portland State University

**AuditCommittee of the Board of Directors**

The purpose of the Audit Committee is to oversee the accounting andfinancial reporting processes of Metro One and audits of its financialstatements.  This committee operatesunder a written charter, which can be viewed in the investor relations sectionof our website at *www.metro1.com. *The Audit Committee consists ofMessrs. Maoz and Swanson and Ms. Oldshue. Ms. Oldshue serves as Chair of the Audit Committee. All the foregoingCommittee members are independent within the meaning of the Nasdaq MarketplaceRules and the rules adopted by the Securities and Exchange Commission (“SEC”).  Our Board of Directors determined thatMs. Oldshue satisfies the requirements for an “audit committee financialexpert” pursuant to the rules adopted by the SEC.  Our Board of Directors has also determinedthat each of Messrs. Maoz and Swanson is financially literate and sophisticatedas those terms are defined in the rules of the Nasdaq Stock Market.

**Stockholder Nominations forDirector Nominees**

No changes have been made tothe procedures by which our shareholders may recommend nominees to our Board ofDirectors since we described the procedures in our definitive proxy statementon Schedule 14C filed with the SEC on May 1, 2006.

**Section 16(a) BeneficialOwnership Reporting Compliance**

Section 16(a) of theSecurities Exchange Act requires our directors and executive officers, andpersons who own more than 10% of our common stock, to file with the SEC reportsof ownership and changes in ownership of our common stock and to furnish uswith copies of all Section 16(a) forms they file.  To our knowledge, based solely on review ofthe copies of such reports furnished to us, we believe that during fiscal year2006 our officers, directors and owners of more than 10% of our common stockcomplied with all applicable Section 16(a) filing requirements.

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**Code of Ethics**

Wehave adopted a “Code of Business Conduct and Ethics” applicable to ourdirectors, officers and employees and a “Code of Ethics” applicable to ourChief Executive Officer and our senior financial officers.  Both our Codeof Business Conduct and Ethics and our Code of Ethics are available in the investorrelations section of our website (www.metro1.com/corporate-governance.html) orby requesting a free copy by writing us at Metro One Telecommunications, Inc.,11200 Murray Scholls Place, Beaverton, OR 97007, attention InvestorRelations.  We intend to satisfy the disclosure requirements regarding anyamendment to, or waiver from, a provision of our Code of Business Conduct andEthics or Code of Ethics by disclosing such matters in the investor relationssection of our website.

**Item 11****         ****Executive Compensation**

**Compensation Discussion andAnalysis**

*Overview of Compensation Program*

The Compensation Committee of the Board of Directors has responsibilityfor establishing, implementing and continually monitoring adherence with theCompany’s executive compensation philosophy. The Compensation Committee ensuresthat the total compensation paid to the executive officers of the Company isfair, reasonable and, to the extent possible given the Company’s financialsituation, competitive. The role of the Compensation Committee is to oversee,on behalf of the Board and for the benefit of the Company and its shareholders,the Company’s compensation and benefit plans and policies, administer its stockplans and review and approve annually all compensation decisions relating tothe Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and theother executive officers of the Company. The Compensation Committee meets atleast annually to review executive compensation programs, approve compensationlevels and performance targets, review management performance, and approvefinal executive bonus distributions, if any.

*Compensation Philosophy andObjectives*

The Company and the Compensation Committee believe that compensationpaid to executive officers should be closely aligned with the performance ofthe Company on both a short-term and long-term basis, and that suchcompensation should assist the Company in attracting and retaining keyexecutives critical to the Company’s long-term success. The CompensationCommittee believes that the most effective executive compensation program isone that is designed to reward the achievement of specific annual, long-termand strategic goals by the Company, and which aligns executives’ interests withthose of the stockholders by rewarding performance above established goals,with the ultimate objective of improving stockholder value. The CompensationCommittee evaluates compensation to ensure that the Company maintains itsability to retain superior employees in key positions and that compensationprovided to key employees remains relatively competitive. To that end, theCompensation Committee believes executive compensation packages provided by theCompany to its executives should include both cash and stock-based compensationthat reward performance as measured against established goals, and cashretention payments.

*Role of Executive Officers inCompensation Decisions*

The Compensation Committee makes or approves all compensation decisionsfor the CEO, CFO and all other executive officers of the Company. Typically,the CEO annually reviews the performance of each executive officer. Theconclusions reached and recommendations based on these reviews, including withrespect to salary adjustments and option awards, are then presented to theCompensation Committee. The Compensation Committee considers the CEO’srecommendation when making its final compensation decision for all executivesother than the CEO. The Compensation Committee can exercise 

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itsdiscretion in modifying any recommended adjustments or awards toexecutives.  As a result of the Company’sperformance in 2006, our CEO did not propose salary adjustments or optionawards in 2006 and to date, none have been proposed for 2007.

*Components of ExecutiveCompensation*

The compensation program for our executive officers consists of thefollowing components:

·      Basesalary;

·      Performanceincentive program;

·      Annualcash incentives, including bonuses;

·      Long-termequity incentives;

·      Healthand welfare benefits; and

·      Retentionarrangements.

*Base Salary.*  Executive salaries areestablished upon hire based on a number of factors, including the individual’scurrent pay levels, relevant experience, expected contribution and thecompetitive marketplace.  Typically, basesalaries are reviewed annually and adjustments made to recognize and rewardindividual contributions and performance, and recognize the impact of theposition within our organizational structure. Upon being appointed as President and CEO from Chief Operating Officer,Mr. Henry’s base salary was adjusted to $200,000 per year.  Other than the foregoing, as a result of theCompany’s performance in 2006, our Named Executive Officers did not receivesalary increases.  The CompensationCommittee believes that, given the Company’s current turnaround situation, our NamedExecutive Officers base salaries are appropriately set according to ourphilosophy.  Thus far, no changes toexecutive salaries have been made in 2007.

*Performance Incentive Program.* The Company has a performance incentiveplan covering most corporate administrative employees, including executiveofficers other than the CEO. The performance incentive program providescompensation opportunities in the form of quarterly cash incentives based onobjective results that promote both short-term and long-term shareholdervalue.  Under the program, each corporateadministrative employee, including each executive officer other than the CEO,is compensated based on achievement of pre-determined goals set in conjunctionwith each individual’s manager or supervisor prior to the beginning of eachquarter.  These cash incentives reflectthe Compensation Committee’s belief that a valuable portion of the compensationof each employee should be in the form of variable compensation linked toperformance.  Please see the “SummaryCompensation Table” below for information regarding amounts paid to Named ExecutiveOfficers under this program.

*Annual Cash Incentives.* The Company also has an informal cashbonus program that rewards group, team and/or individual performance based onthe successful achievement of established financial and operating performancemeasures, succession planning and development and recruitment and employeeretention.  Operating improvement,revenue growth and profitability are typically the primary determinant ofwhether any, and how much, bonuses are paid to executive officers.  In 2006, we did not achieve our key goals.  Accordingly, none of our executive officerswere considered for bonus payouts for 2006 results.

*Long-Term Equity Incentives.* From time to time, the CompensationCommittee provides our executive officers with long-term incentive compensationthrough grants of options to purchase our Common Stock. The stock option awardsusually vest quarterly over a four year period. The goal of our long-termequity incentive program is to align the interests of executive officers withthose of the 

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Company’sstockholders and to provide each executive officer with a significant incentiveto manage the Company from the perspective of an owner with an equity stake inthe business. We believe that equity awards directly motivate an executive tomaximize long-term stockholder value.  Asa result of the Company’s performance in 2006, our executive officers did notreceive option grants or stock awards. Thus far, no option grants to executive officers have been made in 2007.

*Health and Welfare Benefits.* We provide the following benefits toour executive officers generally on the same basis as they are provided to allof our employees:

·      Healthand dental insurance;

·      Lifeinsurance;

·      Short andlong-term disability insurance; and

·      401(k)plan.

Webelieve these benefits are consistent with those offered by other similarly-sizedtelecommunication services companies.

*Retention Arrangements.* Executives and certain other keyemployees received cash payments to provide an incentive to remain in theemployment of Metro One in 2006.  Pleaserefer to “Retention Plan; Employment and Related Agreements” below for adetailed description of retention arrangements and the “Summary CompensationTable” below for the amount of retention payments made to Named Executive Officersin 2006.

*Perquisites and Other PersonalBenefits *The Company does not provide the executiveofficers with perquisites or other personal benefits such as Company vehicles,club memberships, financial planning assistance, tax preparation, or otherbenefits not described above.

**Compensation Committee Report**

The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis of this Annual Report on Form 10-K/A withmanagement.  Based on these reviews anddiscussions, the Compensation Committee recommended to the Board of Directorsthat the Compensation Discussion and Analysis be included in this Annual Reporton Form 10-K/A.

**The Compensation Committee**:

Elchanan(Nani) Maoz (Chairman)

MaryH. Oldshue

Murray L. Swanson

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**Summary Compensation Table**

The following table setforth information concerning compensation earned for services rendered to theCompany by the CEO, the CFO and the Company’s next three most highlycompensated executive officers for fiscal year 2006 whose salary and bonus forthe fiscal year 2006 exceeded $100,000. Collectively, these are the “NamedExecutive Officers.”  Our Named ExecutiveOfficers did not receive bonuses, options or stock awards in 2006.
| **Name and Principal Position**                            | ** ** | **Year** | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Non-Equity  Incentive Plan  Compensation** | ** ** | **All Other  Compensation** | ** ** | **Total** | ** ** |
|---------------------------------------------------------------------------|------------|----------|------------|------------|------------|-----------|------------|---------------------------------------------------|------------|----------------------------------|------------|-----------|------------|
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| Gary E. Henry,  President, Chief Executive Officer and Director           |       | 2006     |       | $          | 183,787    |      | $          | 0                                                 |       | $                                | 83,284     | (1)       | $          | 0 |   | $ | 267,071 |   |
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| Duane Fromhart,  Senior Vice President – Chief Financial Officer     |       | 2006     |       | 140,472    |       | 0         |       | 59,771                                            | (2)        | 0                                |       | 200,243   |       |
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| Karen L.  Johnson, Senior Vice President – Corporate Development     |       | 2006     |       | 145,016    |       | 0         |       | 61,287                                            | (3)        | 0                                |       | 206,303   |       |
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| Philip A.  Ljubicich, President – M1 Data and Analytics              |       | 2006     |       | 121,697    |       | 0         |       | 39,466                                            | (4)        | 0                                |       | 161,163   |       |
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| L. Lynne Michaelson,  Senior Vice President – Human Resources        |       | 2006     |       | 125,000    |       | 0         |       | 65,892                                            | (5)        | 0                                |       | 190,892   |       |
| * *                                                                  | * *   | * * | * *   | * *   | * *   | * *  | * *   | * *                                          | * *   | * *                         | * *   | * *  | * *   |
| *Former  Executive Officers*                                              | * *   | * * | * *   | * *   | * *   | * *  | * *   | * *                                          | * *   | * *                         | * *   | * *  | * *   |
|                                                                      |       |     |       |       |       |      |       |                                              |       |                             |       |      |       |
| James M. Usdan, Former  Interim President and Chief Executive Officer (6) |       | 2006     |       | 127,500    |       | 0         |       | 0                                                 |       | 55,850                           |       | 183,350   |       |
|                                                                           |            |          |            |            |            |           |            |                                                   |            |                                  |            |           |            |  |  |  |  |  |

 

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(1)  Consists entirely of Retention Plan Payments.(2)  Consists of $52,677 of Retention PlanPayments and $7,094 of Performance Incentive Program payments.(3)  Consists of $53,659 of Retention PlanPayments and $7,628 of Performance Incentive Program payments.(4)  Consists of $30,424 of Retention PlanPayments and $9,042 of Performance Incentive Program payments.(5)  Consists of $57,692 of Retention PlanPayments and $8,200 of Performance Incentive Program payments.(6)  The amount shown in the table assalary for Mr. Usdan does not include the cash compensation and options we paidto him in 2006 for his services as a member of our Board of Directors.  Please see the “Directors Compensation” tablefor Mr. Usdan’s director compensation.  “AllOther Compensation” for Mr. Usdan consists of reimbursable expenses pursuant toMr. Usdan’s consulting agreement with Metro One, such as temporaryaccommodations, travel and medical insurance reimbursements.  Please see “Retention Plan; Employment andRelated Agreements” below for a description of Mr. Usdan’s consultingagreement.

**Grants of Plan-Based Awards**

There were no grants of stock or option awards made to Named ExecutiveOfficers during fiscal 2006, except for the annual stock option granted to Mr.James Usdan for his services as a director.

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**Outstanding Equity Awards atFiscal Year-End**

The following table sets forth information regarding outstanding equityawards held by our Named Executive Officers as of the end of fiscal 2006:
| ** **           | ** ** | **Option  Awards**                                                                         | ** ** |
|----------------------|------------|--------------------------------------------------------------------------------------------|------------|
| **Name**             | ** ** | **Number of  Securities Underlying  Unexercised Options  (#)  Exercisable** | ** ** | **Number of Securities   Underlying  Unexercised Options  (#)  Unexercisable (1)** | ** ** | **Equity Incentive  Plan Awards:  Number of  Securities  Underlying   Unexercised  Unearned Options  (#)** | ** ** | **Option Exercise  Price  ($)** | ** ** | **Option Expiration   Date** | ** ** |
|                 |       |                                                                                       |       |   |   |   |   |   |   |   |   |
| Gary Henry           |       | 10,713  11,249  2,812  15,000  12,500  12,500  12,499  7,656                               |       | 0  0  0  0  0  0  0  9,843 |   | 0  0  0  0  0  0  0  0 |   | 22.68  30.52  33.68  92.00  102.00  20.40  11.64  5.72 |   | 10/27/2007  12/09/2008  06/29/2009  01/31/2011  01/29/2012  02/10/2013  03/22/2014  03/11/2015 |   |
| Duane Fromhart       |       | 3,750  7,500  875  625  999  2,889                                                         |       | 0  0  0  0  0  3,726 |   | 0  0  0  0  0  0 |   | 28.16  92.00  102.00  20.40  11.64  5.72 |   | 06/07/2010  01/31/2011  01/29/2012  02/10/2013  03/22/2014  03/11/2015 |   |
| Karen Johnson        |       | 17,141  7,499  3,749  1,250  1,249  1,249

548                                             |       | 0  0  0  0  0  0  702 |   | 0  0  0  0  0  0  0 |   | 22.68  30.52  92.00  102.00  20.40  11.64  5.72 |   | 10/27/2007  12/09/2008  01/31/2011  01/29/2012  02/10/2013  03/22/2014  03/11/2015 |   |
| Philip Ljubicich     |       | 11,250  624  1,250  1,875                                                                  |       | 0  0  0  1,053 |   | 0  0  0  0 |   | 92.00  20.40  11.64  5.72 |   | 01/31/2011  02/10/2013  03/22/2014  03/11/2015 |   |
| Lynne Michaelson     |       | 1,607  375  750  625  1,250  625  1,000                                                    |       | 0  0  0  0  0  0  562 |   | 0  0  0  0  0  0  0 |   | 30.52  32.00  92.00  102.00  20.40  11.64  5.72 |   | 12/09/2008  01/20/2010  01/31/2011  01/29/2012  02/10/2013  03/22/2014  03/11/2015 |   |
| James Usdan (2) |       | 3,750  3,750  3,750  3,750  3,750  3,750  3,750  3,750  3,750  37,500  3,750               |       | 0  0  0  0  0  0  0  0  0  0  0 |   | 0  0  0  0  0  0  0  0  0  0  0 |   | 22.68  24.52  22.68  48.00  33.68  90.20  32.64  14.28  6.24  1.72  2.51 |   | 04/04/2007  10/01/2007  10/01/2008  10/01/2009  09/29/2010  10/01/2011  10/01/2012  10/01/2013  10/01/2014  10/26/2015  10/02/2026 |   |

 

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(1)  All such options vest quarterly at 6.25% perquarter for 4 years from the date of grant.

(2)  All option grants for 3,750 shares were forservices as a member of the Board of Directors.

9

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**Option Exercises and Stock Vested**

No option awards were exercised or shares of common stock acquired uponvesting by our Named Executive Officers during fiscal 2006.

**Nonqualifed Deferred Compensation**

Noneof our Named Executive Officers had nonqualified deferred compensation duringfiscal 2006.

**Retention Plan; Employment andRelated Agreements**

*Retention Plan**. *On December 28, 2005, the Board of Directors approved the Metro OneTelecommunications, Inc. Retention Plan (the “Retention Plan”) to providecertain of our employees who possess specialized knowledge critical to ourbusiness, including executive officers, with an incentive to remain in theemployment of Metro One.  Under theRetention Plan, participants, which included each of our Named ExecutiveOfficers, were entitled to retention payments in an amount up to three weeksbase pay per year of service at the employee’s current rate, with a minimumpayment of 26 weeks base pay at the employee’s current rate.  Exceptions to the amount could be made by theBoard of Directors at the recommendation of the Chief Executive Officer.  The eligible employee and the Chief ExecutiveOfficer executed a written retention agreement containing the eligibility criteriaand terms of payment (the “Retention Agreement”).

The participants under the Retention Plan were selected by theBoard of Directors or its designee based on any or all of the followingfactors: position held, skills, and/or relative importance of skills torequired tasks.  A participant generallywas entitled, subject to the satisfaction of certain conditions such assatisfactory job performance, to 25% of the total retention payment the firstregular pay day after the Retention Agreement was signed; an additional 25%half-way through the retention period, as determined by the Board of Directorsor its designee based on certain circumstances or conditions; and the remaining50% at the end of the retention period. If employment ended during the retention period due to the participant’sresignation or termination for Cause (as defined in the Retention Agreement),no retention payment was paid.  If MetroOne terminated the participant’s employment without Cause, or the employeeterminated his or her employment for Good Reason (as defined in the RetentionAgreement) prior to the end of the retention period, the remaining amount ofthe retention payment would have been paid. Please refer to the “Summary Compensation Table” above for the amount ofretention payments made to our Named Executive Officers in 2006.

*ConsultingAgreements.** *OnNovember 29, 2005, we entered into a consulting agreement (the “ConsultingAgreement”) with James M. Usdan in connection with his appointment as ourinterim President and Chief Executive Officer of Metro One on October 7,2005.  Under the Consulting Agreement,Mr. Usdan served as our President and Chief Executive Officer and was paid$14,166.67 per month for such services. Mr. Usdan was also reimbursed for the cost of health insurance coverageup to $1,350.00 per month during the term of his engagement.** **Mr. Usdanwas also granted a nonqualified stock option to purchase 150,000 shares of ourcommon stock under the 2004 plan, which vested in equal quarterly installmentsand fully on July 4, 2006.  On June1, 2006, the Consulting Agreement was amended to terminate Mr. Usdan’s servicesas President and Chief Executive Officer but to retain his services forpurposes of consultation, advice and assistance to the Company through November1, 2006 at the rate of $14,166,67 per month for the months of June, July, andAugust 2006 and $7,083.34 per month through the termination of the ConsultingAgreement.

*IndemnificationAgreements**. *We haveentered into indemnification agreements with our directors and executiveofficers.  Such agreements require us,among other things, to indemnify our officers and directors, other than forliabilities arising from willful misconduct of a culpable nature, and 

10

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to advance their expenses incurred as a result of anyproceedings against them as to which they could be indemnified.

**DirectorCompensation**

Generally, directors who are not employees receive $20,000 as an annualfee, $3,000 plus expenses for each meeting attended in person and $1,000 plusexpenses for each Board meeting attended by telephone.  Committee chairpersons and committee membersreceive $1,000 and $750, respectively, for each meeting attended.  Mr. Rutherford also receives $3,000 permonth, plus an additional $1,000 per meeting, for his service as Chairman ofthe Board.

Generally, directors who are not employees are alsogranted non-qualified options to purchase 3,750 shares of common stock uponjoining the Board of Directors and 3,750 shares of common stock in October ofeach year.  In July of each year,Mr. Rutherford, the non-employee Chairman of the Board, is also granted anon-qualified option to purchase 5,312 shares of common stock.  All of these grants are vested andexercisable at the time of the grant and have exercise prices equal to the fairmarket value of our common stock on the date of grant.

The following table summarizes director compensationreceived in 2006.
| **Name**              | ** ** | **Fees  Earned  or  Paid in  Cash  ($)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards  ($)(1)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($)** | ** ** | **Change in  Pension Value  and  Nonqualified  Deferred  Compensation  Earnings  ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|-----------------------|------------|-----------------------------------------------|------------|------------------------|------------|----------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|----------------|------------|
| Elchanan (Nani) Maoz  |       | $                                             | 38,500     |                   | 0          |                       | $          | 11,595                                                 |       | 0                                                                                                |       | 0                                     |       | 0              |       | $ | 50,095 |   |
| Mary H. Oldshue       |       | 39,750                                        |       | 0                      |       | 11,595                     |       | 0                                                      |       | 0                                                                                                |       | 0                                     |       | 51,345         |       |
| William D. Rutherford |       | 94,000                                        |       | 0                      |       | 15,391                     |       | 0                                                      |       | 0                                                                                                |       | 0                                     |       | 112,391        |       |
| Murray L. Swanson     |       | 38,500                                        |       | 0                      |       | 11,595                     |       | 0                                                      |       | 0                                                                                                |       | 0                                     |       | 50,095         |       |
| James M. Usdan (2)    |       | 32,000                                        |       | 0                      |       | 5,538                      |       | 0                                                      |       | 0                                                                                                |       | 0                                     |       | 37,538         |       |
|                       |            |                                               |            |                        |            |                            |            |                                                        |            |                                                                                                  |            |                                       |            |                |            |  |  |  |

 

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(1)     The value of the stockoptions awards in this column equals the accounting charge for the stockoptions recognized by the Company in the reported year.  For a discussion of relevant assumptions usedin the calculation of the fair value of the stock options on grant date andcurrent year expense pursuant to Statement of Financial Accounting StandardsNo. 123(R), see Note 6 to the Company’s Financial Statements included in theCompany’s Annual Report on Form 10-K for the period ended December 31, 2006.

(2)     Fees and option amounts fordirector services only.  Please see “Summary Compensation Table,”“Retention Plan; Employment and Related Agreements” and “Outstanding EquityAwards at Fiscal Year-end” for a summary of compensation paid to Mr. Usdanfor his services as interim President and Chief Executive Officer.

**CompensationCommittee Interlocks and Insider Participation**

No interlocking relationshipexits, or in the past fiscal year has existed, between any member of ourCompensation Committee and any member of any other company’s board of directorsor compensation committee.

11

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**Item 12****         ****Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters**

**Security Ownership of Certain Beneficial Owners and Management**

The following table shows certain information regarding the beneficialownership of our common stock as of April 1, 2007 by (i) each person we know tobeneficially own more than 5% of the outstanding shares of our common stock,(ii) each of our directors, (iii) each Named Executive Officer listed in thesummary compensation table included in this report; and (iv) all directors andexecutive officers as a group.  Unlessotherwise indicated, the business address of each director and executiveofficer below is c/o Metro One Telecommunications, Inc., 11200 Murray SchollsPlace, Beaverton, Oregon 97007. 
| **Beneficial Owner**                                                                                                               | ** ** | **Shares  Beneficially  Owned** (1) | ** ** | **Percent   of Class (1)** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|-------------------------------------------|------------|
| **5% Shareholders**                                                                                                                     | ** ** | ** **                               | ** ** | ** **                                | ** ** |
| Kenneth  D. Peterson (2)

Columbia Ventures  Corporation  203 SE Park Plaza Drive, Suite 270  Vancouver, WA 98684                       |       | 772,500                                  |       | 12.4                                      | %          |
|                                                                                                                                    |       |                                     |       |                                      |       |
| Everest Special  Situations Fund L.P. and affiliates (3)  P.O. Box 36254  Tel Aviv, Israel L3 65115                                     |       | 509,890                                  |       | 8.2                                       | %          |
|                                                                                                                                    |       |                                     |       |                                      |       |
| Strategic Turnaround  Equity Partners, L.P. (Cayman) and affiliates (4)  720 5th Avenue, 10th Floor  New York, New York 10019 |       | 731,317                                  |       | 11.7                                      | %          |
| ** **                                                                                                                              | ** ** | ** **                               | ** ** | ** **                                | ** ** |
| **Named Executive Officers and Directors**                                                                                              | ** ** | ** **                               | ** ** | ** **                                | ** ** |
| Gary E. Henry (5)                                                                                                                       |       | 89,181                                   |       | 1.4                                       | %          |
| Karen L. Johnson (6)                                                                                                                    |       | 32,838                                   |       | *                                         |       |
| Duane C. Fromhart (7)                                                                                                                   |       | 17,399                                   |       | *                                         |       |
| Philip A. Ljubicich (8)                                                                                                                 |       | 14,894                                   |       | *                                         |       |
| L. Lynne Michaelson (9)                                                                                                                 |       | 5,926                                    |       | *                                         |       |
| Elchanan (Nani) Maoz  (3)                                                                                                               |       | 509,890                                  |       | 8.2                                       | %          |
| Mary H. Oldshue (10)                                                                                                                    |       | 7,500                                    |       | *                                         |       |
| William D. Rutherford  (11)                                                                                                             |       | 89,176                                   |       | 1.4                                       | %          |
| Murray L. Swanson (12)                                                                                                                  |       | 7,500                                    |       | *                                         |       |
| James M. Usdan (13)                                                                                                                     |       | 85,012                                   |       | 1.3                                       | %          |
| All directors and executive officers as a group (10 persons) (14)                                                                       |       | 844,228                                  |       | 12.9                                      | %          |

 

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| *   |   | Less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) |   | For purposes of this table, beneficial ownership is  determined in accordance with the rules of the SEC and includes voting power  and investment power with respect to shares. We believe that, except as  indicated in the other footnotes to this table, the persons listed above have  sole investment and voting power with respect to their shares of common  stock. Applicable percentage ownership in the table is based on 6,233,326  shares of common stock outstanding as of April 1, 2007. Shares issuable upon  the exercise of outstanding stock options that are currently exercisable or  become exercisable within 60 days of April 1, 2007 are considered outstanding  for purposes of calculating the percentage owned by a person, but not for  purposes of calculating the percentage owned by any other person. |

 

12

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| (2)  |   | Based solely on information provided in a Schedule  13D/A, filed with the SEC on June 6, 2005. According to the 13D/A, Columbia  Ventures Corporation is the direct beneficial owner of the 772,500 shares of  our common stock, over which it has shared voting and shared dispositive  power. Kenneth D. Peterson, as the sole shareholder, director and chief  executive officer of Columbia Ventures Corporation, may be deemed to be the  indirect beneficial owner of these shares, over which he has shared voting  and shared dispositive power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)  |   | Based in part on information provided in a Schedule  13D, filed with the SEC on March 8, 2007. According to the Schedule 13D, Maoz  Everest Fund Management Ltd. (“MEFM”), by virtue of its status as the general  partner of Everest, may be deemed to beneficially own the shares held by  Everest Special Situations Fund, L.P. (“Everest”). One of our directors,  Elchanan Maoz, by virtue of his status as a controlling stockholder of MEFM,  the general partner of Everest, may be deemed to beneficially own the shares  held by Everest. The share amount includes 7,500 shares subject to options  exercisable within 60 days of April 1, 2007 held by Mr. Maoz. MEFM and  Elchanan Maoz disclaim beneficial ownership of such shares except to the  extent of their pecuniary interest therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (4)  |   | Includes shares held by Strategic Turnaround Equity  Partners, L.P. (“STEP”), Galloway Capital Management LLC (“Galloway  Capital”), Mr. Bruce Galloway and Mr. Gary L. Herman, and entities controlled  by such individuals. Based solely on information provided in a Schedule 13D,  filed with the SEC on March 14, 2007. According to the Schedule 13D, STEP is  the direct beneficial owner of 571,432 shares of Common Stock, Galloway  Capital by virtue of its status as the general Partner of STEP, may be deemed  to beneficially own the shares held by STEP. Bruce Galloway and Gary L.  Herman, as Managing Members of Galloway Capital may be deemed to beneficially  own the shares held by STEP. Galloway Capital, Mr. Galloway and Mr. Herman  disclaim beneficial ownership of such shares except to the extent of their  pecuniary interest therein. Of the 148,605 shares of Common Stock held by Mr.  Galloway, 36,105 shares are held by Mr. Galloway individually, 94,100 shares  of common stock are owned by Jacombs Investments, Ltd., for which Mr.  Galloway has the power to vote and dispose the shares, and 18,400 shares of  common stock are held by RexonGalloway Capital Growth, an investment company  in which Mr. Galloway is a member and for which Mr. Galloway retains full  investment and voting discretion. Mr. Herman beneficially owns 11,289 shares  of common stock, 2,500 shares are held by Mr. Herman individually, 4,289  shares of common stock are held by Gary Herman, IRA and 4,500 shares are held  by FBR, Inc. for which Mr. Herman is the sole owner and serves as an officer. |
| (5)  |   | Includes 86,023 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (6)  |   | Includes 32,763 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (7)  |   | Includes 17,062 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (8)  |   | Includes 14,063 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (9)  |   | Includes 5,732 shares subject to options exercisable  within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (10) |   | Includes 7,500 shares subject to options exercisable  within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (11) |   | Includes 72,320 shares subject to options  exercisable within 60 days of April 1, 2007 and 5,712 shares held by spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (12) |   | Includes 7,500 shares subject to options exercisable  within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (13) |   | Includes 71,250 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (14) |   | Includes 321,713 shares subject to options  exercisable within 60 days of April 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

**Equity Compensation PlanInformation**

The following table contains information as ofDecember 31, 2006, with respect to compensation plans under which ourequity securities are authorized for issuance. 
| **Plan Category**                                      | ** ** | **Number of securities to be  issued upon exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted average  exercise price of   outstanding options,   warrants and rights** | ** ** | **Number of securities   remaining available for   future issuance under   equity compensation plans  (excluding securities   reflected in column (a))** | ** ** |
|-------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                                                                         | ** ** | **(b)**                                                                                                                      | ** ** | **(c)**                                                                                                                                                                                                                                  | ** ** |
| Equity compensation  plans approved by security holders     |       | 544,337                                                                                                                                         |       | $                                                                                                                            | 32.21      |                                                                                                                                                                                                                                     | 400,947    |   |
| Equity compensation  plans not approved by security holders |       | —                                                                                                                                          |       | —                                                                                                                       |       | —                                                                                                                                                                                                                                   |       |
| Total                                                       |       | 544,337                                                                                                                                         |       |                                                                                                                         |       | 400,947                                                                                                                                                                                                                                  |       |
|                                                             |            |                                                                                                                                                 |            |                                                                                                                              |            |                                                                                                                                                                                                                                          |            |  |

 

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**Item 13****         ****Certain Relationships and Related Transactions, and DirectorIndependence**

**Certain Relationships and RelatedTransactions**

We have a number of policies, procedures and practices that relate tothe identification, review and approval of related party transactions.  As part of our review of certainrelationships, we distribute and collect questionnaires annually that solicitinformation about any direct or indirect transactions with the Company fromeach of our directors and officers.

Our Code of Business Conduct and Ethics requires all directors,officers and employees to avoid any situation that involves an actual orapparent conflict of interest in personal and professional relationships orwith their duty to, or with any interest of, the Company.  Any situation that involves, or mayreasonably be inferred to involve, a conflict between a director, officer oremployee’s personal interests and the interests of the Company must bedisclosed to the compliance officer who will, as applicable, bring the matterto the attention of the Chair of the Audit Committee.  All related party transactions involving theCompany’s directors or executive officers must be reviewed and approved by theBoard in advance of entering into the transaction and any director which has apotential conflict of interest in the transaction must excuse himself orherself from voting.  No related partytransaction shall be approved or ratified if such transaction is contrary tothe best interests of the Company.

From January 1, 2006 to the date of this report,there have not been any transactions, and there are currently no proposedtransactions, in which the amount involved exceeded $120,000 to which theCompany was or is to be a participant and in which any executive officer,director, nominee of director, 5% beneficial owner of our common stock ormember of their immediately family had or will have a direct or indirectinterest, except for the employment of Mr. James Usdan, currently a member ofour Board of Directors, as interim President and Chief Executive Officer of theCompany as described above under Item 11 “Retention Plan; Employment andRelated Agreements.”

**Director Independence**

The Board of Directors has determined that amajority of the directors are “independent” under current Nasdaq MarketplaceRules.  In addition, our Board ofDirectors has determined that each member of the audit, compensation andnominating and corporate governance committees is independent under such standards. Our independent directors are Messrs.Maoz, Rutherford, Swanson, and Usdan, and Ms. Oldshue.

**Item 14****         ****Principal Accounting Fees and Services**

On October 23, 2006 the Audit Committee of the Board of Directorsapproved the decision to discharge Deloitte & Touche LLP as its independentauditors.  The reports of Deloitte &Touche LLP on the consolidated financial statements of the Company for theyears ended December 31, 2005 and 2004, did not contain any adverse opinion ordisclaimer of opinion, nor were they qualified or modified as to uncertainty,audit scope or accounting principles except that the report for that year endedDecember 31, 2005 expressed substantial doubt regarding the Company’s abilityto continue as a going concern.  Duringthe two most recent fiscal years ended December 31, 2005 and 2004 and thesubsequent interim period from January 1, 2006 through October 23, 2006, therehave been no disagreements with Deloitte & Touche LLP on any matter ofaccounting principles or practices, financial statement disclosure, or 

14

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auditingscope or procedure, which disagreements, if not resolved to the satisfaction ofDeloitte & Touche LLP, would have caused it to make reference to thesubject matter of the disagreements in connection with its report on the consolidatedfinancial statements of the Company.  No “reportableevents,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K,occurred within the two most recent fiscal years ended December 31, 2005 and2004 and the subsequent interim period from January 1, 2006 through October 23,2006, with Deloitte & Touche LLP.

On October 23, 2006 the Audit Committee of the Board of Directorsengaged BDO Seidman, LLP as its registered public accounting firm for the yearended December 31, 2006.  During the twomost recent fiscal years ended December 31, 2005 and 2004 and the subsequentinterim period preceding the new appointment, neither the Company (nor anyoneon its behalf) has consulted BDO Seidman, LLP regarding either (i) theapplication of accounting principles to a specified transaction, eithercompleted or proposed; or the type of audit opinion that might be rendered onthe Company’s financial statements, and neither a written report nor oraladvice was provided to the Company that BDO Seidman, LLP concluded was animportant factor considered by the Company in reaching a decision as to theaccounting, auditing or financial reporting issue; or (ii) any matter that waseither the subject of a disagreement or a “reportable event.”

The following table shows the fees paid or accrued by the Company forthe audit and other services provided by BDO Seidman, LLP and Deloitte &Touche LLP for fiscal year 2006 and Deloitte & Touche LLP for fiscalyear 2005.
| Type of Fees | ** ** | **2006** | ** ** | **2005** | ** ** |
|------------------------|------------|----------|------------|----------|------------|
| Audit Fees (1)         |       | $        | 202,910    |     | $          | 414,307 |   |
| Audit Related Fees (2) |       | 7,979    |       | 0        |       |
| Tax Fees               |       | 0        |       | 0        |       |
| All Other Fees         |       | 0        |       | 0        |       |
| **Total:**             |       | $        | 202,729    |     | $          | 414,307 |   |

 

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(1)   Represents the aggregate feesbilled by our principal accounting firm, BDO Seidman LLP, and our former principalaccounting firm, Deloitte & Touche LLP, the member firms of Deloitte ToucheTohmatsu and their respective affiliates (collectively, “Deloitte & Touche”)for professional services rendered for the audits of our annual financialstatements and for the reviews of the financial statements included in ourquarterly reports for the years ended December 31, 2006 and 2005.  For theyear ended December 31, 2005, this total includes approximately $138,300 ofprofessional fees and expenses incurred by Deloitte & Touche in assessingthe Company’s internal control over financial reporting prior to the change inthe definition of an “accelerated filer” by the SEC in December 2005.  Asa result of the change in the definition of an accelerated filer, we were not requiredto report on our internal control over financial reporting for the year endedDecember 31, 2005, and, as a result, Deloitte & Touche was not required toissue a related attestation report.

(2)   Represents the aggregate feesbilled by Deloitte & Touche for audit and advisory services primarilyrelating to our filings with the SEC and other regulatory requirements.

Our Audit Committee has adopted a policy and procedure requiringapproval before our independent registered public accounting firm can be engagedto perform audit or non-audit services. The services can be pre-approved by our Audit Committee or by any memberof our Audit Committee to whom authority for pre-approval has been delegated,provided that no member has authority to approve any non-audit services thatare expected to result in fees for the engagement or during any calendar yearof over $50,000, or that are expected to be completed after 12 months from thedate of the engagement.  Any approvals bya member are reported to our Audit Committee, for informational purposes, atits next 

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regularmeeting. All audit-related services, tax services and other services renderedby our independent registered public accounting firms were pre-approved by ourAudit Committee to the extent required, which Committee concluded that theprovision of those services was compatible with the maintenance of that firm’sindependence in the conduct of its auditing functions.

**PART IV**

**Item 15****         ****Exhibits and Financial StatementSchedules**

(b)Exhibits.

The exhibits filed as part of this Form 10-K/A are listed below.
| Exhibit No. | ** ** | **Description**                                                                                             |
|-------------|------------|-------------------------------------------------------------------------------------------------------------|
| 31.1        |       | Certification of Principal Executive Officer  pursuant to Securities and Exchange Commission Rule 13a-14(a) |
| 31.2        |       | Certification of Principal Financial Officer  pursuant to Securities and Exchange Commission Rule 13a-14(a) |

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.
| ** ** | **Metro One Telecommunications, Inc.** |
|------------|----------------------------------------|
| ** ** |                                   |
|       | By:                                    | /s/ Gary E. Henry |   |
|       |                                   | Gary E. Henry |
|       |                                   | President and Chief Executive Officer |

 

Date:  April 30, 2007

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the following personson behalf of the registrant and in the capacities and on the dates indicated.
| Signature                        | ** ** | **Title**                              | ** ** | **Date**       |
|----------------------------------|------------|----------------------------------------|------------|----------------|
|                             |       |                                   |       |           |
| /s/ Gary E.  Henry               |       | President, Chief Executive Officer and |       | April 30, 2007 |
| Gary E. Henry                    |       | Director                               |       |           |
|                             |       | (Principal Executive Officer)          |       |           |
|                             |       |                                   |       |           |
| /s/ Duane C.  Fromhart           |       | Senior Vice President, Chief Financial |       | April 30, 2007 |
| Duane C. Fromhart                |       | Officer                                |       |           |
|                             |       | (Principal Financial and Accounting    |       |           |
|                             |       | Officer)                               |       |           |
|                             |       |                                   |       |           |
| *                                |       | Director                               |       | April 30, 2007 |
| William D. Rutherford            |       |                                   |       |           |
|                             |       |                                   |       |           |
| *                                |       | Director                               |       | April 30, 2007 |
| Elchanan (Nani) Maoz             |       |                                   |       |           |
|                             |       |                                   |       |           |
| *                                |       | Director                               |       | April 30, 2007 |
| Mary H. Oldshue                  |       |                                   |       |           |
|                             |       |                                   |       |           |
| *                                |       | Director                               |       | April 30, 2007 |
| Murray L. Swanson                |       |                                   |       |           |
|                             |       |                                   |       |           |
| *                                |       | Director                               |       | April 30, 2007 |
| James M. Usdan                   |       |                                   |       |           |
|                             |       |                                   |       |           |
|                             |       |                                   |       |           |
| */s/ Gary E.  Henry              |       |                                   |       |           |
| Gary E. Henry,  Attorney-in-Fact |       |                                   |       |           |

 

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**EXHIBIT INDEX**
| Exhibit No. | ** ** | **Description**                                                                                             |
|-------------|------------|-------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                        |
| 31.1        |       | Certification of Principal Executive Officer  pursuant to Securities and Exchange Commission Rule 13a-14(a) |
| 31.2        |       | Certification of Principal Financial Officer  pursuant to Securities and Exchange Commission Rule 13a-14(a) |

 

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