Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

(Commission File Number) 000-27024

METRO ONE TELECOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-0995165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

30 North Gould Street, Suite 2990 Sheridan, Wyoming		82801
(Address of principal executive offices)		(Zip Code)

(307) 683-0855

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of November 17, 2023, there were 5,404,331 shares of the registrant’s common stock issued and outstanding.

Metro One Telecommunications Inc.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	15

Item 6.	Exhibits	16

	SIGNATURES	17

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to Unaudited Condensed Consolidated Financial Statements

		Page

Unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022		F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022		F-2
Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2023 and 2022		F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022		F-4
Notes to Unaudited Condensed Consolidated Financial Statements for the nine months ended September 30, 2023		F-5

Table of Contents

Metro One Telecommunications, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2023			December 31, 2022
Assets	(Unaudited)			(Audited)
Current assets:
Cash and cash equivalents	$	367		$	231,763
Accounts receivable		-			27,756
Prepaid expenses		20,355			99,036
Royalty receivable		-			176,690
Other current assets		-			16,818
Total current assets		20,722			552,063

Property and equipment. net		-			18,939
Intangible assets, net		-			5,326,327
Operating lease right-of-use assets		-			17,845
Other assets		-			26,735
Total assets	$	20,722		$	5,941,909

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable and accrued liabilities	$	488,436		$	529,015
Debt, current portion		2,252,327			-
Current portion of operating lease liabilities		-			12,118
Total current liabilities		2,740,763			541,133

Debt		-			1,959,221
Other liability		-			169,909
Operating lease liabilities		-			7,455
Total liabilities		2,740,763			2,677,718

Stockholders’ equity (deficit)
Common stock, $0.0001 par value; 35,000,000 shares authorized. 5,404,331 and 5,376,553 shares issued and outstanding as at September 30, 2023 and December 31, 2022, respectively		540			537
Additional paid in capital		143,323,821			142,812,717
Accumulated deficit		(146,044,402	)		(139,543,981	)
Other comprehensive income (loss)		-			(5,082	)
Stockholders’ equity (deficit)		(2,720,041	)		3,264,191
Total Liabilities and Stockholders’ Equity	$	20,722		$	5,941,909

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Metro One Telecommunications, Inc.

Condensed Consolidated Statements of Operations

and Other Comprehensive Income

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022

Revenues	$	-		$	18,525		$	34,680		$	56,668

Operating expenses
Cost of revenue	$	-		$	2,263		$	21,895		$	22,057
Research and development					-			529,604			-
General and administrative		104,442			234,568			1,355,460			1,040,294
Management Fees		18,000			80,357			199,696			336,905
Sales and marketing		-			38,867			107,864			120,868
Total operating expenses		122,442			356,055			2,214,519			1,520,124

Operating (loss)		(122,442	)		(337,530	)		(2,179,839	)		(1,463,456	)

Other income (expense)
Finance Costs		(48,981	)		(719,867	)		(149,169	)		(901,158	)
Loss on divestment		(4,171,413	)		-			(4,171,413	)		-
Income tax refund		-			-			-			114,861
Total other income (expense)		(4,220,394	)		(719,867	)		(4,320,582	)		(786,297	)

Loss	$	(4,342,836	)	$	(1,057,397	)	$	(6,500,421	)	$	(2,249,753	)

Basic and diluted net loss per common share	$	(0.80	)	$	(0.20	)	$	(0.89	)	$	(0.43	)

Weighted average shares – basic and diluted		5,404,331			5,233,091			5,401,381			5,205,441

Other Comprehensive Loss
Loss	$	(4,342,836	)	$	(1,057,397	)	$	(6,500,421	)	$	(2,249,753	)
Foreign currency translation adjustment		(6,676	)		7,405			5,082			(128,992	)
	$	(4,349,512	)	$	(1,049,992	)	$	(6,495,339	)	$	(2,378,745	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Metro One Telecommunications, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital			Income (loss)			Deficit			(Deficit)
Balance at December 31, 2022		5,376,553		537		142,812,717			(5,082	)		(139,543,981	)		3,264,191
Reg A		27,778		3		249,997			-			-			250,000
Stock based compensation		-		-		360,037			-			-			360,037
Foreign currency translation adjustment		-		-		-			(578	)		-			(578	)
Net loss		-		-		-			-			(1,451,472	)		(1,451,472	)
Balance at March 31, 2023		5,404,331		540		143,422,751			(5,660	)		(140,995,453	)		2,422,178
Stock based compensation		-		-		(98,930	)		-			-			(98,930	)
Foreign currency translation adjustment		-		-		-			12,336			-			12,336
Net loss		-		-		-			-			(706,113	)		(706,113	)
Balance at June 30, 2023		5,404,331		540		143,323,821			6,677			(141,701,566	)		1,629,471
Foreign currency translation adjustment		-		-		-			(6,677	)		-			(6,677	)
Net loss		-		-		-			-			(4,342,836	)		(4,342,836	)
Balance at September 30, 2023		5,404,331	$	540	$	143,323,821		$	-		$	(146,044,402	)	$	(2,720,041	)

	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Income (loss)			Deficit			(Deficit)
Balance at December 31, 2021		519,367	$	519	$	140,884,067	$	(22,078	)	$	(135,617,027	)	$	5,245,481
Stock warrants granted as financing costs		-		-		140,767		-			-			140,767
Stock based compensation		-		-		241,514		-			-			241,514
Capitalized stock-based compensation		-		-		157,602		-			-			157,602
Foreign currency translation adjustment		-		-		-		(27,245	)		-			(27,245	)
Net loss		-		-		-		-			(633,515	)		(633,515	)
Balance at March 31, 2022		5,193,687		519		141,423,950		(49,323	)		(136,250,542	)		5,124,604
Stock warrants granted as financing costs		-		-		24,835		-			-			24,835
Stock based compensation		-		-		147,440		-			-			147,440
Capitalized stock-based compensation		-		-		107,654		-			-			107,654
Foreign currency translation adjustment		-		-		-		(109,152	)		-			(109,152	)
Net loss		-		-		-		-			(558,841	)		(558,841	)
Balance at June 30, 2022		5,193,687		519		141,703,879		(158,475	)		(136,809,383	)		4,736,540
Stock issued as financing costs		131,532		13		638,952		-			-			638,965
Stock based compensation		-		-		52,117		-			-			52,117
Capitalized stock-based compensation		-		-		104,580		-			-			104,580
Foreign currency translation adjustment		-		-		-		7,405			-			7,405
Net loss		-		-		-		-			(1,057,397	)		(1,057,397	)
Balance at September 30, 2022		5,325,219	$	532	$	142,499,528	$	(151,070	)	$	(137,866,780	)	$	4,482,210

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Metro One Telecommunications, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For Nine Months Ended September 30,
	2023			2022

Cash flows used in operating activities:
Net loss	$	(6,500,421	)	$	(2,249,753	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on divestment		4,171,413			-
Depreciation and amortization		580,883			4,787
Non-cash operating lease expense		600			970
Warrants issued as financing costs		-			165,602
Stock issued as financing costs		-			638,965
Stock based compensation		261,109			441,071
Changes in certain assets and liabilities:
Accounts receivable		4,767			(14,282	)
Prepaid costs and other assets		70,114			33,359
Accounts payable and other liabilities		644,575			125,695
Net cash used in operating activities		(766,960	)		(853,586	)

Cash flows from investing activities:
Cash due to divestment		(4,756	)		-
Purchases of property and equipment		-			(17,641	)
Additions to intangible assets		-			(1,052,395	)
Net cash used in investing activities		(4,756	)		(1,070,036	)

Cash flows from financing activities:
Proceeds from private placement		250,000			819,000
Proceeds from short term debt		362,031			570,000
Repayment to short term debt		(64,700	)		-
Net cash provided by financing activities		547,331			1,389,000

Net decrease in cash and cash equivalents		(224,385	)		(534,622	)
Foreign Exchange Gain (loss)		(7,011	)		(162,281	)
Cash and cash equivalents, beginning of year		231,763			1,128,825
Cash and cash equivalents, end of period	$	367		$	431,922

Supplemental disclosure of cash flow information:
Cash received for income taxes, net	$	-		$	114,861
Cash paid for interest	$	-		$	-

Non-cash Investing and Financing Activities
Stock-based compensation issued for capitalized research and development costs	$	-		$	369,836
Short term debt to long term debt	$	-		$	570,000
Accrued interest payable to long term debt	$	-		$	20,221
Net assets forgiven	$	4,180,789		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Oregon on February 8, 1989, as Metro One Direct Information Services Inc. On December 12, 1995, we changed our name to Metro One Telecommunications, Inc.

During the quarter ended June 30, 2021, the Company announced that its newly-formed, wholly owned Israeli subsidiary, Stratford Ltd. (“Stratford”) had received notification of approval from the Lod District Court in Israel for its winning bid to acquire assets of Royal App Ltd. out of insolvency proceedings for approximately $2.4 million USD in cash, the assumption of $200,000 in repayable government grants, as well as 8% equity in the Company on a diluted basis, post conversion of the Company’s preferred common stock, the “Recapitalization”.

Royal App, Ltd., is the developer of Shelfy, a white label, headless mobile enterprise software platform that helps retailers and fast-moving consumer goods companies become growth companies. The Shelfy product incorporates sophisticated artificial intelligence and machine learning in its algorithms to markedly improve online shopping metrics through mobile phones for large consumer retailers such as supermarket chains, food and other clients. Concurrent with the acquisition of the Shelfy software assets, management determined the technological feasibility of proposed enterprise software product modifications, including functions, features, and technical performance requirements to relaunch the software as a SaaS product offering, initially integrated on key reseller platforms, with the intent of repositioning the software with an entirely new and much larger market base. An easy to use, fully customizable mobile commerce app for download by consumers across all industry segments for a base monthly subscription fee, and readily available add on features for additional monthly fees based on individual consumer selections.

On February 9, 2022, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”) to offer up to 80,000,000 Units consisting of one share of common stock and a ¼ warrant at $0.12 per Unit, with the associated warrants having an exercise price of $0.15 per share for a period of one year. The Company received notice of effect from the SEC on December 1, 2022. Further the Company registered a total of 200,031,733 shares of common stock and 21,998,323 shares of common stock underlying warrant exercises for certain selling stockholders. Subsequent to December 31, 2022, the Company received its first subscription under the offering for $250,000.

During the year ended December 31, 2022, the Company’s subsidiary launched its upgraded SaaS Shelfy.io Mobile App Builder. The Shelfy mobile app, which launched on August 1, 2022, is open to all merchants on the Shopify marketplace and can be accessed at https://apps.shopify.com/shelfy. The Shelfy mobile app also launched on WooCommerce on September 1, 2022 and is available to all WooCommerce developers, online stores, brands, and retailers at https://he.wordpress.org/plugins/shelfy-mobile-commerce-platform/.

On June 26, 2023, the Company was advised by Stratford that 12 of its employees filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford. The motion was filed as a result of unpaid salaries and social benefits to those employees outstanding as of April 30, 2023, in the approximate US Dollar amount of $254,725 (NIS 945,604), not including additional amounts owing for pension and an educational savings plan. The motion further indicated the salary and benefits payable at the date of the filing had increased to a total approximate amount of $323,250 (NIS 1.2 million). In addition, the employees filed an ex-parte motion to appoint a temporary trustee in order to prevent concealment of assets. In response to the Temporary Trustee Motion, the Court declined to make a ruling on the ex-parte motion and ordered Stratford to file its response with the Court no later than July 2, 2023. If no objection is filed by Stratford, a temporary trustee will be immediately appointed from a list of three nominees offered by the local Ministry of Justice. Stratford did not file an objection to the Temporary Trustee Motion and on July 20, 2023 a Trustee was appointed by the Court and all remaining employees of Stratford were effectively terminated, including the Company’s CFO Efrat Reinhardt, whose employment contract was originally entered into with Stratford directly with services to be provided to each of Stratford and the Company. On termination of the employees the Company declined to enter into a new contract with Ms. Reinhardt.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 1 - NATURE OF OPERATIONS (Continued)

Concurrent with the appointment of the Trustee on July 20, 2023 (the “Effective Date”), the Company ceased to have effective control over Stratford as a result of the expectation of imminent liquidation proceedings, and therefore on the Effective Date, the Company has deconsolidated its subsidiary, Stratford.

On June 27, 2023, each of Mr. Jonah Meer and Mr. James A. Brodie resigned as directors of Stratford.

The Company is currently in the process of reviewing several suitable acquisition targets with revenue generating operations with the intent to complete an acquisition during the first quarter of fiscal 2024. The Company has no agreements, commitments or understanding either in writing or verbally with respect thereto. There is no assurance that the Company will successfully identify a suitable acquisition target. Even if a suitable acquisition target is identified, there is no assurance that any definitive agreement will be agreed upon and entered into, or that any transaction will be consummated on the terms or timeframe currently contemplated, or at all.

The Company concluded a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-75 (the “Reverse Split”) on September 28, 2023 and has filed a Certificate of Amendment to the Company’s Certificate of Incorporation in order to effect the Reverse Split. In addition to the Reverse Split the filed Certificate of Amendment also reduced the number of authorized shares of common stock under the Company’s Certificate of Incorporation from 600 million shares authorized to 35 million shares authorized (the “Share Reduction”).

The Company’s stockholders approved the reverse stock split and the Share Reduction on February 28, 2023. In connection with approving the reverse stock split, the Company’s stockholders granted authority to the Company’s Board of Directors (the “Board”) to determine, in its sole discretion, the exact ratio of the reverse stock split within the range of 1-for-25 to 1-for-100. The Board approved the reverse stock split on February 23, 2023, and the exact ratio of 1-for-75 on August 4, 2023.

Upon effect of the Reverse Split every 75 pre-split share of common stock outstanding automatically combined into one new share of common stock without any action on the part of the holders and with no change in the par value of $0.0001 per share. No fractional shares were issued as a result of the Reverse Split. Fractional shares that would have resulted from the Reverse Split have been rounded up to the next whole number. In addition, stockholders who would own less than 100 shares as a result of the Reverse Split have had their total ownership amount rounded up to exactly 100 shares. The impact of the Reverse Split has been retroactively applied to all share and per share information contained in this report.

NOTE 2 – GOING CONCERN

The accompanying condensed, consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s plans for the continuation of the Company as a going concern include acquiring an operating business with year over year operating revenues and financing the Company’s operations through issuance of its common stock or debt financing as may be required. The Company is currently seeking further equity financing of up to $10 million US Dollars to meet ongoing capital requirements and has filed a registration statement on Form S-1 for this purpose on February 9, 2022. The registration statement went effective on December 1, 2022. Further the Company entered into certain 15 month Term Promissory Notes and raised a total of $1,939,000 during the year ended December 31, 2022.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 2 – GOING CONCERN (Continued)

During the three months ended March 31, 2023, the Company received its first subscription under its offering for $250,000. During the nine months ended September 30, 2023, the Company received an additional $293,106 in unsecured, non-interest bearing advances from companies controlled by our CEO and certain third parties.

During the three months ended September 30, 2023 the Company has deconsolidated its operating subsidiary as a result of liquidation proceedings commenced in June 2023, and has fully impaired its investment in the subsidiary. The Company is currently negotiating the acquisition of an additional operation which is expected to be concluded during the first quarter of fiscal 2024. There are no assurances the Company will succeed in implementing its plans. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations and acquisitions. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

Fiscal Year end

The Company has selected December 31 as its fiscal year end.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2022 Form 10-K as filed with the SEC on April 18, 2023 and Form 10-K/A as filed on May 2, 2023.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its 100% controlled Israeli subsidiary, Stratford Ltd (“Stratford”) as of June 30, 2023 and December 31, 2022. All significant intercompany accounting transactions have been eliminated as a result of consolidation. Effective July 1, 2023, operations of Stratford Ltd. have been deconsolidated as a result of liquidation proceedings commenced in Israel whereunder the Company ceased to have effective control over Stratford effective July 20, 2023 as a result of the appointment of a Trustee and the commencement liquidation proceedings.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (Continued)

Foreign Currency Translation

The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Israeli Shekel.

Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses are included in “General and Administrative” expenses on the Company’s consolidated statements of operations.

Translation of amounts from Israeli Shekel (ILS) into U.S. Dollar has been made at the following exchange rates for the six months ended June 30, 2023 and the nine months ended September 30, 2022

June 30,

2023

September 30,

2022

Period-end ILS: U.S. dollar exchange rate

0.2696

0.28045

Period average ILS: U.S. dollar exchange rate

0.2785

0.3020

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Israel and is excluded from the accompanying consolidated statements of operations.

Property and Equipment

Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Computer and telephone equipment

3 years

Intangible Assets

The Company recognizes assets for customer relationships, developed technology, post-technological feasibility software development costs, patents and finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets, generally from 3 to 8 years. Amortization for developed technology is recognized in cost of revenue. Amortization for customer relationships and trade names is recognized in sales and marketing expenses.

In the year ended December 31, 2021, the Company recorded assets acquired in the cumulative amount of approximately $3.4 million (cash proceeds, share based consideration and the assumption of certain repayable grants issued by the government of Israel which financed certain development activities related to the intellectual property) purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. Intangible assets acquired included intellectual property and trademarks, including rights

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (Continued)

Intangible Assets (Cont’d)

in patents in so far as they exist and rights of claim (if and in so far as they exist and are transferrable) for infringement of the aforementioned intellectual property and the future estimated value of certain customer relationships. We initially record acquired intangible assets at their estimated fair values and we review these assets periodically for impairment. The Company is amortizing these assets over a five-year straight-line basis, or their estimated useful life. Effective July 1, 2023, the Company ceased to have any capitalized intangible assets as a result of the deconsolidation of subsidiary Stratford Ltd.

Software Research and Development Expenditures

Software development expenditures consist primarily of costs associated with the on-going modifications to certain software acquired from Royal App including employee compensation and certain stock-based compensation associated with certain employee contracts, as well as other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post-technological feasibility expenditures are capitalized as incurred. In the period ended December 31, 2021, the company recorded assets acquired in the cumulative amount of approximately $3.4 million purchased through a liquidation proceeding from the trustee for Royal App Ltd., an Israeli corporation, which we recorded as intangible assets. During the year ended December 31, 2021, we capitalized approximately $990,000 in ongoing development expenditures incurred post-technological feasibility, and $28,483 in patent related expenditures.

During the year ended December 31, 2022, we capitalized an additional $1 million in ongoing development expenditures as we continued to complete the programming required for the transfer of iOS and Android operating systems to Flutter and integrate our SaaS product with the major online retailing platforms Shopify and WooCommerce. The Company is amortizing these assets over a five-year straight-line basis. Effective July 1, 2023, the Company ceased to incur any additional research and development expenditures as a result of the deconsolidation of subsidiary Stratford Ltd.

Impairment

We account for intangible assets using the accounting guidance in ASC 350. The Company tests for impairment annually, or more frequently if events or circumstances indicate the asset might be impaired, by comparing the fair value of the assets to their carrying amount. Alternatively, the Company’s management may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative assessment. The Company presently has one reporting unit; and all intangible assets are included in this single reporting unit, therefore, all of its intangible assets are associated with the entire company. As a result, the Company presently has the option to bypass the qualitative assessment and perform the quantitative assessment.

The Company reviews the valuation of long-lived assets, including property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. Impairment testing is performed at the asset group level. There was no impairment of assets at December 31, 2022 or 2021. Effective July 1, 2023, the Company fully impaired its intangible assets as a result of the deconsolidation of subsidiary Stratford Ltd. and liquidation proceedings which raised significant doubt about the recoverability of such assets.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:

●

Level 1: Observable inputs such as quoted prices in active markets;

●

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments include cash, accounts payable, related party loans and short term promissory notes. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these items.

Revenue Recognition

The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).

Through July 1, 2023, our revenues were primarily derived from subscription fees for access to our software offerings, collected monthly, as well as from limited sales of customized professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.

We determine revenue recognition through the following steps:

	●	Identification of the contract, or contracts, with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Subscription revenues primarily consist of monthly fees for providing customers access to our software offerings including feature-based pricing models, where distinct packages are aligned to a specific type of customer persona based on its size, market segment and physical/online store presence. Each package is very different than the next with prices increasing as the functionality increases.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (Continued)

Revenue Recognition (Cont’d)

Subscription Revenues (Cont’d)

Monthly subscriptions to our software packages include routine customer support and unspecified software updates and upgrades released when and if available during the term. Revenues are generally recognized monthly over the contract term beginning on the date that our service is made available to the customer, which we believe best reflects the manner in which our customers utilize our subscription offerings. Customers pay monthly for the services in advance, and if payments are not collected, the access to the service terminates. Arrangements with customers do not provide the customer with the right to take possession of the software supporting application service at any time and, as a result, are accounted for as a service contract.

Customized Service Revenues

Customized service contract revenues primarily consist of fees for deployment, configuration, and optimization services, and potentially, training. The majority of our professional services contracts are billed on a fixed price basis, and revenues are recognized over time based on a proportional performance methodology which utilizes input methods. A portion of our customized service contracts may be billed on a time and materials basis and revenues are recognized over time as the services are performed.

Stock-Based Compensation

We account for stock options granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model.

Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur.

For the three and nine months ended September 30, 2023 and 2022, stock-based compensation and other equity instrument related expenses and expenditures recognized in the consolidated statements of operations is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023			2022
Capitalized as software research and development expenditure	$	-	$	104,580	$	-		$	369,836
Research and development expense		-		-		4,009			-
Cost of revenue		-		-		(870	)		-
Sales and marketing				1,165		11,909			5,132
General and administrative expenses		-		50,952		246,059			435,939
Total stock-based compensation expense	$	-	$	156,697	$	261,107		$	810,907

Leases

The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than 12 months are included in Operating lease right-of-use assets and Operating lease liabilities in the Consolidated Balance Sheets.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES (Continued)

Leases (Cont’d)

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease arrangements that include both lease and non-lease components. The Company accounts for non-lease components separately from the lease component.

Income Taxes

Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

Basic and Diluted Net Income (Loss) Per Share

In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants and classes of shares with conversion features. The computation of basic loss per share for the nine months ended September 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. The Company had a total of 413,595 and 460,740 potentially dilutive securities outstanding at September 30, 2023 and 2022, respectively, in relation to vested and exercisable stock options and exercisable share purchase warrants.

Recent Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements. The pronouncements that have already been adopted, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof. Since the fiscal year end December 31, 2022, there have been no recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to the Company.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 4 – DECONSOLIDATION OF SUBSIDIARY: STRATFORD LTD.

On June 26, 2023, the Company was advised by Stratford that 12 of its employees filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford. The motion was filed as a result of unpaid salaries and social benefits to those employees outstanding as of April 30, 2023, in the approximate US Dollar amount of $254,725 (NIS 945,604), not including additional amounts owing for pension and an educational savings plan. The motion further indicated the salary and benefits payable at the date of the filing had increased to a total approximate amount of $323,250 (NIS 1.2 million). In addition, the employees filed an ex-parte motion to appoint a temporary trustee in order to prevent concealment of assets. In response to the Temporary Trustee Motion, the Court declined to make a ruling on the ex-parte motion and ordered Stratford to file its response with the Court no later than July 2, 2023. If no objection is filed by Stratford, a temporary trustee will be immediately appointed from a list of three nominees offered by the local Ministry of Justice. Stratford did not file an objection to the Temporary Trustee Motion and on July 20, 2023, a Trustee was appointed by the Court and all remaining employees of Stratford were effectively terminated, including the Company’s CFO Efrat Reinhardt, whose employment contract was originally entered into with Stratford directly with services to be provided to each of Stratford and the Company. On termination of the employees the Company declined to enter into a new contract with Ms. Reinhardt directly.

With respect to the anticipated deconsolidation of Stratford and loss in investment in Stratford as below:

	Deconsolidation Date
Assets
Cash and cash equivalents	$	4,756
Accounts receivable		21,739
Prepaid expenses		7,162
Royalty receivable		168,490
Property and equipment. net		15,055
Intangible assets, net		4,749,328
Operating lease right-of-use assets		10,721
Other assets		41,646
Total assets	$	5,018,897

Liabilities
Accounts payable and accrued liabilities	$	663,644
Operating lease liabilities		174,464
Total liabilities		838,108

Net assets	$	4,180,789

Loss on divestment	-
Net assets forgiven	$	4,180,789
Foreign exchange		(9,376	)

Loss	$	4,171,413

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 4 – DECONSOLIDATION OF SUBSIDIARY: STRATFORD LTD. (Continued)

The Results of the Stratford Operations are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023		2022			2023			2022

Net revenues	$	-	$	18,525		$	34,680		$	56,668
Operating expenses
Cost of revenue	$	-	$	2,263		$	21,895		$	22,057
Research and development		-		-			529,604			-
General and administrative		-		158,148			766,036			796,250
Management Fees		-		62,357			145,696			282,905
Sales and marketing		-		38,867			107,864			120,868
Total operating expenses		-		261,635			1,571,095			1,222,080
Income (Loss) from operations		-		(243,110	)		(1,536,415	)		(1,165,412	)
Interest expense		-		-			(2,227	)		-
Loss from Stratford operations	$	-	$	(243,110	)	$	(1,538,642	)	$	(1,165,412	)

NOTE 5 – INTANGIBLE ASSETS

The following table provides additional information regarding the Company’s intangible assets:

	September 30, 2023			December 31, 2022
Purchased assets – Royal App	$	3,403,228		$	3,403,228
Capitalized patent application costs		28,483			28,483
Capitalized software development expenditures		2,338,274			2,338,274
Total intangible assets		5,769,985			5,769,985
Less: accumulated amortization		(1,020,657	)		(443,658	)
Deconsolidation on July 1, 2023		(4,749,328	)		-
	$	-		$	5,326,327

During the quarter ended September 30, 2022 the Company completed the upgraded SaaS software application which has been launched commercially for download on each of Shopify and WooCommerce. The majority of the Company’s intangible assets relate to one asset group, our Shelfy.io Mobile App Builder SaaS software app and related trademarks and patents. Assets are amortized over a five-year straight-line basis from commercial launch.

Details of amortization of our intangible assets by group for the period August 1, 2022 (commercial launch) through June 30, 2023( Immediately prior to deconsolidation effective July 1, 2023), are below:

August 1, 2022
Shelfy.io Mobile app builder SaaS software app	$	5,534,985
Less: accumulated amortization		(425,589	)
Balance, December 31, 2022		5,109,396
Less: accumulated amortization		(553,498	)
Balance, June 30, 2023	$	4,555,898

August 1, 2022
Customer relationships	$	235,000
Less: accumulated amortization		(18,069	)
Balance December 31, 2022		216,931
Less: accumulated amortization		(23,500	)
Balance, June 30, 2023	$	193,431

Amortization for developed technology is recognized in general and administrative expense.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 6 – DEBT

The following table provides additional information regarding outstanding debt:

	September 30, 2023		December 31, 2022
Notes payable	$	1,959,221	$	1,959,221
Advances, unsecured, 0% interest		293,106		-
	$	2,252,327	$	1,959,221

Notes payable

During the three months ended March 31, 2022, the Company received a total of $400,000 in proceeds from short term promissory notes with each short-term promissory note having a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash commencing on May 1, 2022. Further each noteholder received a ½ warrant for each $1 in short term promissory note proceeds, exercisable at $0.12 per share for a term of one year from issue date.

In June 2022 the Company accepted a further $70,000 in proceeds in the form of a short term promissory notes from a company controlled by our President, having a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash. The noteholder received a ½ warrant for each $1 in short term promissory note proceeds, exercisable at $0.12 per share for a term of one year from issue date.

The Company issued a total of 1,958,333 share purchase warrants in respect to the aforementioned short term promissory notes. The Company valued these warrants using the Black Scholes model utilizing volatility ranging from 303.60% to 419.67%, and a risk-free rate of from 1.35% to 2.88%. The fair value of the warrants was $165,602, which amount was recorded as financing costs.

In June 2022, the Company received an additional $100,000 in the form of a short-term promissory note from a company controlled by our President, with a term of four (4) months from issue date, bearing interest at a rate of 12% per annum, with accrued interest payable monthly in arrears in cash.

Between June and December 31, 2022, the Company received a further $1,369,000 in cash proceeds from certain Note and Securities Purchase Agreements (the “SPA Notes”) and rolled over $570,000 of previously incurred debt under certain short term promissory notes entered into prior to June 30, 2022, including accrued interest (the “New Notes”), with each of the SPA Notes and New Notes having a term of 15 months from issue date, bearing interest at a rate of 10% per annum, with accrued interest payable monthly in arrears in cash commencing on October 1, 2022. Further the Company issued a total of 13,714,547 shares of common stock as loan bonuses to the noteholders in conjunction with the SPA Notes and New Notes. The fair value of the loan bonus shares was $990,542, which amount was recorded as financing costs.

Concurrent with the issuance of the New Notes a total of 291,667 warrants previously issued to a company controlled by our CEO in June 2022 were cancelled. In addition, in conjunction with the New Notes and SPA Notes, a company controlled by our CEO received cash commissions of approximately $48,800 and invoiced an additional $27,349 in commission fees, which remains unpaid.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 6 – DEBT (Continued)

Bank loan payable

On March 15, 2023, Stratford Ltd. received a short-term (3 month) loan of approximately $69,156 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations. The loan is secured by a personal guarantee from our CEO and President. On June 14, 2023 the Company retired a short term loan initially obtained on March 15, 2023 of approximately $69,156 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations of subsidiary Stratford, Ltd., with proceeds from a new short-term loan of the same face value. The new loan has a duration of 103 days expiring September 25, 2023 and accrues interest at a rate of 10.63% per annum. The loan continues to be secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President. On September 21, 2023, the Company retired a short-term loan initially obtained on March 15, 2023 of approximately $69,425 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations of subsidiary Stratford, Ltd. The loan was secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President, and was retired with proceeds obtained in an unsecured advance from a company controlled by Mr. Maoz.

Advances

During the nine months ended September 30, 2023, the Company received funds from shareholders and companies controlled by our CEO in the amount of $293,106 as unsecured, non-interest bearing advances for operational expenses.

The following table provides additional information regarding the financing costs associated with the aforementioned notes and advances:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Interest expense on Notes	$	48,981	$	17,600	$	149,169	$	331,899
Commission paid		-		63,302		-		63,302
Stock issued		-		638,965		-		638,965
Warrants issued, fair value		-		-		-		165,602
Total	$	48,981	$	719,867	$	149,169	$	901,158

The following table provides additional information regarding accrued interest payable with respect to the aforementioned notes and loan, included in accounts payable:

	September 30, 2023		December 31, 2022
Interest payable under notes	$	147,731	$	39,160
Commission payable to company controlled by related party		27,349		27,349
Total	$	175,080	$	66,509

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL

The Company has authorized 35,000,000 shares of common stock, with a par value of $0.0001 per share.

Effective September 28, 2023, the Company completed a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-75 (the “Reverse Split”). Immediately prior to the Reverse Split, the Company filed a Certificate of Amendment to its Certificate of Incorporation in order to effect the Reverse Split. The Certificate of Amendment also reduced the number of authorized shares of common stock under the Company’s Certificate of Incorporation from 600 million shares authorized to 35 million shares authorized (the “Share Reduction”) (Ref: Note 1).

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (Continued)

The Reverse Split has been retroactively impacted to all share and per share data contained herein.

During the three months ended March 31, 2023, the Company received proceeds of $250,000 from an investor in the form of a subscription under our current offering at $9.00 per unit for a total of 27,778 common shares and 6,945 common stock purchase warrants for exercise at $11.25 per share with an exercise term of one (1) year from issue date.

During the year ended December 31, 2022, the Company issued a total of 182,866 shares of common stock as loan bonus’ to Noteholders in conjunction with the terms of certain loan agreements. (Ref: Note 5 – Debt).

On September 30, 2023, and December 31, 2022, the Company had 5,404,331 and 5,376,553 shares of common stock issued and outstanding, respectively.

Stock Purchase Warrants

During the year ended December 31, 2022, the Company issued a total of 2,611,333 stock purchase warrants with respect to certain short term promissory notes payable for a period of one (1) year from grant date with an exercise price of $9.00 per share. The fair value of the warrants was $165,602, which amount was recorded as financing costs. Concurrent with the issuance of the New Notes, a total of 6,945 warrants issued to a company controlled by our CEO in June 2022 were cancelled.

Warrant transactions are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price ($)
Balance, December 31, 2021		271,093			5.25
Warrants issued		26,113			9.00
Warrants cancelled		(3,889	)		9.00
Warrants expired		-			-
Balance, December 31, 2022		293,317		$	5.53
Warrants issued		6,945			11.25
Warrants cancelled		-			-
Warrants expired		(46,669	)		9.00
Balance, September 30, 2023		253,593		$	5.21

The following warrants were outstanding as at September 30, 2023:

Number of Warrants		Exercise Price ($)		Expiry Date
	103,889		1.92525	October 1, 2023
	4,445		7.3125	October 18, 2023
	75,556		7.3125	October 19, 2023
	13,334		7.3125	October 21, 2023
	3,200		7.3125	October 24, 2023
	8,889		7.3125	October 26, 2023
	8,889		7.3125	October 28, 2023
	8,000		7.3125	October 29, 2023
	10,667		7.3125	November 01, 2023
	7,112		7.3125	November 02, 2023
	2,667		7.3125	November 19, 2023
	6,945		11.2500	January 24, 2024
	253,593

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (Continued)

Stock Options

The Company granted the following stock options under its 2021 Employee Stock Incentive Plan:

-	On October 1, 2021, 120,002 fully vested incentive stock options were granted to directors, officers and consultants of the Company for exercise at $1.92525 for a term of 4 years from grant

-	On October 26, 2021, 94,368 qualified employee stock options were granted to certain officers, directors and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $9.225 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Vesting Commencement Date (the “Cliff Date”), with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of October 26, 2021.
-	On November 11, 2021, 152,876 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $1.92525 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Cliff Date with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of May 2, 2021.

-	On June 13, 2022, 20,007 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $7.725 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement dates between November 2021 and June 2022.

-	On August 1, 2022, 24,446 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd for exercise at $5.8575 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date in August 2022.

-	During the year ended December 31, 2022, a total of 231,219 employee stock options were canceled and a further 16,987 forfeit upon termination of service agreements.

-	On January 6, 2023, 91,778 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $5.98275 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The Options shall become fully vested by the fourth anniversary of the vesting commencement dates between September 2022 and December 2022.

-	On January 6, 2023, 40,000 fully vested incentive stock options were granted to directors and officers of the Company for exercise at $5.98275 for a term of 5 years from grant

-	During the three months ended March 31, 2023, 26,667 unvested options were forfeit upon termination of an employment agreement (March 31, 2022 – Nil).

-	During the three months ended June 30, 2023, the Company granted 26,667 qualified stock options to an employee and 197,749 unvested options were forfeit upon termination of certain employment agreements and the release of certain Stratford employees due to an insolvency proceeding commenced in June 2023.

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Table of Contents

Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (Continued)

Stock Options (Cont’d)

Additional information with respect to the stock option activity is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2022		225,973		$	0.03508		2.77	$	-
Granted		158,445			6.11		5		-
Exercised		-			-		-		-
Cancelled		-			-
Forfeiture		(224,416	)		4.66		-		-
Outstanding at September 30, 2023		160,002		$	2.9396		2.57	$	-

Options exercisable at September 30, 2023		160,002		$	2.9396		2.57	$	-

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2021		367,246		$	3.801		3.60	$	-
Granted		44,453			6.698		-		-
Exercised		-			-		-		-
Cancelled		(91,065	)		8.8846		-		-
Forfeiture		-			-		-		-
Outstanding at September 30, 2022		320,634		$	4.3057		3.07	$	-

Options exercisable at September 30, 2022		167,423		$	1.9253		2.81	$	-

The following table summarizes information about stock options outstanding and exercisable at September 30, 2023:

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		2.01	$	1.92525		120,002	$	1.92525
$	5.98275		40,000		4.27	$	5.98275		40,000	$	5.98275
			160,002		2.57	$	2.9396		160,002	$	2.9396

F-19

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL (Continued)

Stock Options

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		3.00	$	1.92525		120,002	$	1.92525
$	1.92525		148,629		2.59	$	1.92525		47,421	$	1.92525
$	9.2250		7,550		3.07	$	9.2250		-	$	-
$	77,250		20,007		4.70	$	77,250		-	$	-
$	5.8575		24,446		4.84	$	5.8575		-	$	-
			320,634		3.07	$	2.7588		167,423	$	1.92525

Unamortized compensation expense associated with unvested options is $0 and $183,380 as of September 30, 2023 and December 31, 2022, respectively. The weighted average period over which these costs are expected to be recognized is 0 years.

NOTE 8 – COMMITMENTS

Leases

In March 2022, subsidiary Stratford Ltd. leased a car in Israel with a lease term of 36 months expiring in July 2024.

We used a discount rate of 6.75% in determining our operating lease liabilities, which represented our incremental borrowing rate. Short-term leases with initial terms of twelve months or less are not capitalized.

We determine if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain lease agreements contain extension options; however, we have not included such options as part of right-of-use assets and lease liabilities because we originally did not expect to extend the leases. We measure and record a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, we measure the right-of-use assets and lease liabilities using a discount rate equal to our estimated incremental borrowing rate for loans with similar collateral and duration.

As a result of the deconsolidation of subsidiary Stratford Ltd. with an effective date of July 1, 2023, the Company ceased to have any remaining lease commitments.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 8 – COMMITMENTS (Continued)

Leases (Cont’d)

Operating lease expense is comprised of the following:

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Operating lease cost

3,389

5,933

10,439

NOTE 9 – RELATED PARTY TRANSACTIONS

Key management compensation

Key management personnel are persons responsible for planning, directing, and controlling the activities of the entity, and include all directors and officers.

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Management fees

18,000

80,357

199,696

336,905

At September 30, 2023, accounts payable and accrued liabilities included $54,000 ($0 – December 31, 2022) of management fees with respect to key management of Metro One, and director compensation.

Effective April 1, 2022, Ms. Bianca Meger, the Company’s CEO, transitioned to focus a larger portion of her efforts on the day-to-day operations of Metro One and as a result, resigned from her position as Co-CEO of Stratford Ltd. On July 19, 2022, the Company accepted the resignation of Ms. Bianca Meger as the Company’s Chief Executive Officer and Mr. Elchanan Maoz was appointed to serve as Interim Chief Executive Officer.

On March 22, 2023, Eyal Pinto, resigned from his position as Chief Financial Officer and Mr. James Brodie, Treasurer and Director, was appointed to serve as interim Chief Financial Officer.

On May 11, 2023, the Company’s subsidiary, Stratford, entered into an employment agreement with Efrat Reinhardt to serve as the Chief Financial Officer of both the Company and Stratford. Concurrently Mr. James Brodie resigned from his position as interim Chief Financial Officer. Pursuant to the Employment agreement Ms. Reinhardt will receive an annual base salary of 480,000 New Israeli Shekels (“NIS”), which as of the date of this filing equates to approximately US$131,380. In accordance with terms of the employment agreement, Ms. Reinhardt was granted 2,000,000 stock options for exercise for a term of 5 years at $0.08472 per share, vesting as to 25% on the first anniversary of the Cliff Date, or May 11, 2024, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. Ms. Reinhardt is entitled to a monthly car allowance. As a result of an insolvency proceeding commenced by certain unpaid employees of Stratford in June 2023, Ms. Reinhardt’s employment was discontinued effective July 20, 2023, when a Trustee for Stratford was appointed by the Court (Refer to Note 1). Concurrently, Ms. Reinhardt ceased to serve as the Company’s Chief Financial Officer. Employment of Mr. Ami Bukris, CEO of Stratford, was also discontinued concurrent with the appointment of a Trustee for Stratford. Mr. James Brodie was concurrently appointed to serve as interim Chief Financial Officer.

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Metro One Telecommunications, Inc.

Notes to Condensed Consolidated Financial Statements

For The Nine Months Ended September 30, 2023

NOTE 9 – RELATED PARTY TRANSACTIONS (Continued)

Transactions with the Company’s CEO and President, and Companies controlled by him

During the year ended December 31, 2022, companies controlled by our interim CEO provided loans in the amount of $170,000 for ongoing operations in conjunction with certain note payable agreements bearing interest at 10% per annum for a term of 15 months. The Company accrued interest of $4,340 and $13,019 in the three and nine months ended June 30, 2023 and, the Company accrued interest of $2,170 and $2,170 in the three and nine months ended September 30, 2022. At September 30, 2023 a total of $13,019 in accrued interest remained due and payable.

A company controlled by the Company’s CEO invoiced commission fees of $76,149 during the year ended December 31, 2022, of which $27,349 remains unpaid at September 30, 2023 and is included in accounts payable and accrued liabilities. (ref: Note 5)

During the nine months ended September 30, 2023, the Company’s CEO, Elchanan Maoz and corporations controlled by him advanced approximately $193,106 for operational expenses as they came due (ref: Note 6). Mr. Maoz and corporations controlled by him received repayments totaling $50,336 during the nine months ended September 30, 2023 with respect to reimbursable expenses and reductions to advances payable.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to September 30, 2023 companies controlled by our CEO, Elchanan Maoz advanced $54,700 in form of on demand, unsecured, non-interest bearing advances in order to meet operational shortfalls and was reimbursed $7,302.

The Company has evaluated events for the period from September 30, 2023, through the date of the issuance of these financial statements, September 22, 2023, and determined that there are no additional events requiring disclosure.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2023 and our Form 10-K/A as filed on May 2, 2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended December 31, 2022 included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2023 and our Form 10-K/A as filed on May 2, 2023.

General Overview

Through July 1, 2023, Metro One Telecommunications, Inc. (together with its subsidiary “Metro One,” the “Company,” “we,” “our” or “us”) enabled retailers to grow their business, using mobile commerce to better engage their customers, both in-store and online with no coding required.

The Company’s operations were focused on changing the way retailers integrate mobile commerce solutions within their business. Our multi-model, plug and play mobile commerce platform enables retailers to launch their own branded mobile application serving as an additional sales channel in a matter of a few hours with no coding required.

Through July 1, 2023, operating subsidiary, Stratford, Ltd, operated the Shelfy.io Mobile App Builder (“Shelfy.io” or “Shelfy”) which merges the functionality of mobile technology, artificial intelligence (“AI”), and machine learning enabling retailers to quickly and easily bring their online business to significantly:

	·	Increase customer retention;
	·	Increase Revenues
	·	Increase average basket size;
	·	Increase upsell and cross-sell; and
	·	Increase customers lifetime value (“CLV”).

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During the year ended December 31, 2022 we completed the transformation of our acquired suite of software products to fully modular software as a service (“SaaS”) based platform. This will enable us to scale the company significantly, onboarding multiple retailers simultaneously without any additional integration costs.

Shelfy provides a mobile commerce platform that enables retailers to build their own branded mobile application in a matter of hours with intuitive drag and drop tools with no coding required. Adding mobile as an additional sales channel enables retailers to grow its customer loyalty and its revenues.

	·	Mobile Commerce Merchant Platform: Enabling small and medium-sized business (“SMB”) retailers and enterprises to launch a fully branded and functional mobile app with unique and patented features. Great for retailers with at least 200+ return customers. Our patented UX/UI features are available on both IOS and Android and include unique features such as voice search, shoppable videos, and barkers for upselling.

	·	Mobile Commerce Enterprise Platform: Enabling enterprise retailers who own and operates both brick and mortar store as well as e-commerce platforms to better engage with their customer both online and in-store via the customer’s mobile application.

	·	Instore Engagement Suite: Providing a purely customer-centric approach to shopping. Once completed, we expect that our Scan, Pay & Go will reduce customer’s shopping time by approximately 40%. Imagine no more waiting in lengthy lines, no more time and effort spent on packing, unpacking and packing again, and for retailers, an effective way to reduce cost on hardware acquisition and maintenance. Additional in-store features will include in-store navigation, in-store personalized shopping experience, and in-store customer loyalty program activation. During this phase, we might consider merging with or into, or acquiring, small startups with unique technological features enriching our suite of products without having to develop from scratch.

A modular stack of technology also enables us to target retailers who has an existing mobile commerce solution as they can merely plug into one our specific features enriching their offering, mobile commerce suite, where the retailer can and as their business needs develop.

In the second half of fiscal 2022 we launched mobile commerce apps representing over 14 months of post feasibility development including reprogramming and industry required modifications to transform our suite of Shelfy enterprise commerce software applications from IOS and Android to flutter applications, among other modifications for initial integration with WooCommerce and Shopify reseller platforms. We believe that the re-developed Shelfy software suite, now a single format mobile commerce offering available to all industry users, and fully customizable by the user, will generate increasing revenues period over period through recurring monthly subscriptions.

Upon acquisition of the Shelfy intellectual property in 2021, we acquired two legacy customer accounts, using the existing Shelfy enterprise commerce software, one of which customer contracts terminated prior to close of fiscal 2022. As of December 31, 2022 the Company had one remaining client for its legacy enterprise software and during the six months ended June 30, 2023 the Company engaged with industry partners to market and sell our mobile commerce app. Through July 1, 2023 we had only onboarded seven new customers for our redeveloped “one-stop-shop” mobile commerce application.

On June 27, 2023, each of Mr. Jonah Meer and Mr. James A. Brodie resigned as directors of Stratford.

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Recent Developments

The Company is currently in the process of reviewing several suitable acquisition targets with revenue generating operations with the intent to complete an acquisition no later than Q1 of fiscal 2024. The Company has no agreements, commitments or understanding either in writing or verbally with respect thereto. There is no assurance that the Company will successfully identify a suitable acquisition target. Even if a suitable acquisition target is identified, there is no assurance that any definitive agreement will be agreed upon and entered into, or that any transaction will be consummated on the terms or timeframe currently contemplated, or at all.

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Results of Operations

Three months ended September 30, 2023, compared to the three months ended September 30, 2022

Revenue

We have generated $0 in revenue during the three months ended September 30, 2023 compared to $18,525 during the three months ended September 30, 2022. Effective July 1, 2023 the Company deconsolidated the operations of subsidiary Stratford Ltd as a result of a liquidation proceeding commenced against Stratford whereunder a Trustee was appointed effective July 20, 2023 and the Company ceased to have effective control over the operations of Stratford.

Cost of Revenue

Cost of revenue in the current three months ended September 30, 2023 of $0 (2022 - $2,263) primarily consists of software hosting costs related to our recently launched SaaS mobile commerce software.

Operating Expenses

For the three months ended September 30, 2023 and 2022 we had the following operating expenses:

	Three months ended June 30,
	2023		2022

Operating expenses
Cost of revenue	$	-	$	2,263
Research and development expenses				-
General and administrative		104,442		234,568
Management Fees		18,000		80,357
Sales and Marketing		-		38,867
Total operating expenses	$	122,442	$	356,055

Total operating expenses for the three months ended September 30, 2023 were $122,442 compared to total operating expenses of $356,055 for the three months ended September 30, 2022. The decrease in operating expenses during the three months ended September 30, 2023 is a direct result of the deconsolidation of the operations of subsidiary Stratford in the current three months. The Company expended $0 in the current three months ended September 30, 2023 as compared to $38,867 in the three months ended September 30, 2022 on sales and marketing costs as we worked to increase exposure for our software suite during 2022. We expended $18,000 and $80,357 on management fees, respectively in the three months ended September 30, 2023 and 2022, as certain members of the management team were terminated in the current three months as a result of the liquidation proceedings commenced against subsidiary Stratford. General and administrative costs were $104,442 and $234,568, respectively.

Other Income (Expenses)

Other expenses for the three months ended September 30, 2023 and 2022 totaled $4,220,394 and $719,867, respectively. Other expense in the three months ended September 30, 2023 consists of interest expense on certain loans payable of $48,981 and a loss of $4,171,413 upon deconsolidation of subsidiary, Stratford as the Company fully impaired its investment. Other expense for the three months ended September 30, 2022 of $719,867 consists of finance costs including interest expense applicable to certain loans payable.

Net Loss

We had a net loss of $4,342,836 during the three months ended September 30, 2023, compared to a net loss of $1,057,397 during the three months ended September 30, 2022.

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Nine months ended September 30, 2023, compared to the nine months ended September 30, 2022

Revenue

We have generated $34,680 in revenue during the nine months ended September 30, 2023, compared to $56,668 during the nine months ended September 30, 2022. Effective July 1, 2023, the Company deconsolidated the operations of subsidiary Stratford as a result of a liquidation proceeding commenced against Stratford whereunder a Trustee was appointed effective July 20, 2023 and the Company ceased to have effective control over the operations of Stratford.

Cost of Revenue

Cost of revenue in the current nine months ended September 30, 2023 of $21,895 (2022 - $22,057) primarily consists of salaries paid to employees, certain share-based compensation expenses and software hosting costs related to our SaaS mobile commerce software.

Operating Expenses

For the nine months ended September 30, 2023 and 2022 we had the following operating expenses:

	Nine months ended September 30,
	2023		2022

Operating expenses
Cost of revenue	$	21,895	$	22,057
Research and development expenses		529,604		-
General and administrative		1,355,460		1,040,294
Management Fees		199,696		336,905
Sales and Marketing		107,864		120,868
Total operating expenses	$	2,214,519	$	1,520,124

Total operating expenses for the nine months ended September 30, 2023 were $2,214,519 compared to total operating expenses of $1,520,124 for the nine months ended September 30, 2022. The increase in operating expenses during the nine months ended September 30, 2023 is predominantly the result of an increase of $529,604 in research and development expenses predominantly related to our SaaS software with an estimated useful life of 5 years, which was launched commercially in August 2022, with $0 recorded in the comparative nine months ended September 30, 2022, prior to commercial launch. Prior to commercial launch of the SaaS mobile software offerings applicable research and development expenditures were capitalized. The Company expended $107,864 in the current nine months ended September 30, 2023 as compared to $120,868 in the nine months ended September 30, 2022 on sales and marketing costs as we moved to increase exposure for our software suite prior to deconsolidation of subsidiary, Stratford effective July 2023. We expended $199,696 and $336,905 on management fees, respectively in the nine months ended September 30, 2023 and 2022, as we reduced the size of our management team in the current nine month period, to allocate more resources to sales and marketing efforts, and subsequently terminated employees of Stratford in July upon appointment of a Trustee for Stratford in Israel. General and administrative costs were $1,355,460 and $1,040,294, respectively, including amortization and depreciation costs of $580,833 in the current nine month period with only $4,787 in the nine months ended September 30, 2022 as we amortized our SaaS software over its useful life.

Other Income (Expenses)

Other expenses for the nine months ended September 30, 2023 and 2022 totaled $4,320,582 and $786,297, respectively. Other expense in the nine months ended September 30, 2023 consists of interest expense on certain loans payable of $149,169 and a loss of $4,171,413 upon deconsolidation of subsidiary, Stratford in July 2023, as the Company fully impaired its investment. Other expense for the nine months ended September 30, 2022 totaled $786,297 and consists of finance costs including interest expense applicable to certain loans payable of $901,158 offset by an income tax refund of $114,861.

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Net Loss

We had a net loss of $6,500,421 during the nine months ended September 30, 2023, compared to a net loss of $2,249,753 during the nine months ended September 30, 2022.

Statement of Cash Flows

Nine months ended September 30, 2023 and 2022

The following table summarizes our cash flows for the comparative three-month periods presented:

	September 30, 2023			September 30, 2022
Net cash used in operating activities	$	(766,960	)	$	(853,586	)
Net cash used in investing activities		(4,756	)		(1,070,036	)
Net cash provided by financing activities		547,331			1,389,000
Foreign exchange (loss)		(7,011	)		(162,281	)
Decrease in cash		(224,385	)		(534,622	)
Cash end of period	$	367		$	431,922

Cash used in operating activities:

Net cash used in operating activities was $766,960 for the nine months ended September 30, 2023 compared to net cash used in operating activities of $853,586 for the nine months ended September 30, 2022. Net cash used in operating activities for the nine months ended September 30, 2023 was primarily the result of the net loss of $6,500,421, offset by non-cash expenses including a loss on the deconsolidation of subsidiary Stratford of $4,171,413, stock based compensation of $261,109, depreciation and amortization of $580,833 and non-cash lease expenses of $600, as well as changes to operating assets and liabilities, including a decrease to accounts receivable of $4,767, a decrease to prepaid expenses and other assets of $70,114, and an increase to accounts payable of $644,575. Net cash provided by operating activities for the nine months ended September 30, 2022 was primarily the result of the net loss of $2,249,753, offset by non-cash financing fees of $165,602 as a result of the issuance of warrants in relation to certain loan agreements, stock based compensation of $441,071, stock issued as financing costs of $638,965, depreciation and amortization of $4,787 and non-cash lease expenses of $970, and changes to operating assets and liabilities, including an increase to accounts payable of $125,695, an increase to accounts receivable of $14,282, and a decrease to prepaid costs and other assets of $33,359.

Cash used in investing activities:

The Company purchased assets for a cash value of $17,641 and capitalized certain intangible assets of $1,052,395 during the nine months ended September 30, 2022, with no comparable results in the nine months ended September 30, 2023. During the nine months ended September 30, 2023 the Company recorded $4,756 as cash used as a result of the deconsolidation of subsidiary Stratford in July 2023 as a result of certain liquidation proceedings. Cash used in investing activities in the nine months ended September 30, 2023 was $4,756 as compared to $1,070,036 in the nine months ended September 30, 2022.

Cash provided by financing activities:

Net cash provided by financing activities during the nine months ended September 30, 2023 totaled $547,331 comprised of $250,000 in proceeds from a subscription under our offering on Form S-1, proceeds from a short term bank loan of $68,925, offset by repayment of loan proceeds of $64,700, and certain unsecured interest free advances of $293,376 from a minority shareholder and companies controlled by our CEO. Net cash provided by financing activities in the nine months ended September 30, 2022 totaled $1,389,000 and includes $570,000 in proceeds from short term loans and $819,000 in proceeds from certain private placements.

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Liquidity and Capital Resources

As of September 30, 2023, we had cash of $367. We are in the early stage of development having acquired certain intellectual property assets through a bankruptcy proceeding during fiscal year 2021 which were deconsolidated in July 2023 upon commencement of liquidation proceedings by certain unpaid employees. We have experienced net losses to date and have generated modest revenue from operations during the year ended December 31, 2022 and nine months to September 30, 2023, which raises substantial doubt about our ability to continue as a going concern. While we have raised additional proceeds totaling $547,331 during the current nine months ended September 30, 2023, including $250,000 from investors in the form of subscriptions under our current offering on Form S-1, and a further $68,925 (NIS 250,000) as a result of a short term loan from a local Israeli bank for operations of our subsidiary prior to deconsolidation, as well as $293,106 in advances from shareholders and companies controlled by our CEO, these funds are not sufficient to meet ongoing shortfalls in our operating expenses. As discussed above, during the three months ended September 30, 2023 certain employees have filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford. We deconsolidated the operations of our subsidiary in this current quarter as we look to obtain the financing to acquire additional operations. There can be no assurance that financing, whether debt or equity, will be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt instruments we may be subject to certain limitations in our operations, and issuance of such instruments may have rights senior to those of the then existing stockholders.

We continue exploring sources of additional capital. There can be no assurance the necessary financing will be available to meet our timeline. We currently believe that the Company’s cash requirement during the following twelve months may exceed $5,000,000. Without additional financing, we do not believe our resources will be sufficient to meet our operating and capital needs for fiscal year 2023 and beyond.

Going Concern

The accompanying condensed, consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s plans for the continuation of the Company as a going concern include acquiring an operating business with year over year operating revenues and financing the Company’s operations through issuance of its common stock or debt financing as may be required. The Company is currently seeking further equity financing of up to $10 million US Dollars to meet ongoing capital requirements and has filed a registration statement on Form S-1 for this purpose on February 9, 2022. The registration statement went effective on December 1, 2022. Further the Company entered into certain 15-month Term Promissory Notes and raised a total of $1,939,000 during the year ended December 31, 2022.

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Off-Balance Sheet Arrangements

None.

Critical Accounting Estimates

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in Note 3 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Certain accounting policies involve significant judgments and assumptions by our management that can have a material impact on the carrying value of certain assets and liabilities. We consider such accounting policies to be our critical accounting policies. The judgments and assumptions used by our management in these critical accounting policies are based on historical experience and other factors that our management believes to be reasonable under the circumstances. Because of the nature of these judgments and assumptions, actual results could differ significantly from these judgments and estimates, which could have a material impact on the carrying values of our assets and liabilities and our results of operations. Our critical accounting policies are described below.

Revenue Recognition

The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).

We derive our revenues primarily from subscription fees for access to our software offerings, collected monthly, as well as from limited sales of customized professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.

We determine revenue recognition through the following steps:

	·	Identification of the contract, or contracts, with a customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenues when, or as, the Company satisfies a performance obligation

Stock-Based Compensation

Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur.

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Intangible Assets

Software Research and Development Expenditures

Software development expenditures consist primarily of costs associated with the on-going modifications to certain software acquired from Royal App including employee compensation and certain stock-based compensation associated with certain employee contracts, as well as other expenses for research and development, personnel, supplies and development materials, costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post-technological feasibility expenditures are capitalized as incurred. Ongoing research and development expenses, post commercial release of our software suite, are expensed as incurred and included as a part of general and administrative expenses.

Foreign Currency Translation

Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “General and Administrative” expenses on the Company’s consolidated statements of operations.

Impairment

We account for indefinite-lived intangible assets using the accounting guidance in ASC 350-30-35. The Company tests for impairment annually, or more frequently if events or circumstances indicate the asset might be impaired, by comparing the fair value of the assets to their carrying amount. Alternatively, the Company’s management may first perform a qualitative assessment to determine whether it is necessary to perform the quantitative assessment. The Company presently has one reporting unit; and all intangible assets are included in this single reporting unit, therefore, all of its intangible assets are associated with the entire company. As a result the Company presently has the option to bypass the qualitative assessment and perform the quantitative assessment.

Recent Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof. Since the fiscal year end December 31, 2022, there have been no recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to us.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of September 30, 2023, we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective, as of September 30, 2023.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of September 30, 2023, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was not effective as of September 30, 2023 due to material weaknesses in our internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has concluded that material weaknesses existed as of September 30, 2023, as described below:

	·	Implementation of enhanced cost allocation processes with respect to costs of goods sold;
	·	Implementation of enhanced cut off processes and procedures for our controlled subsidiary;
	·	Continuing to enhance our impairment testing procedures with the assistance of our third-party experts.
	·	Collection of information in order to be able to report on a timely basis.

The material weaknesses did not result in any restatements of consolidated financial statements previously reported by us, there were no changes in previously released financial results and management concluded that the consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented, in conformity with accounting principles generally accepted in the United States.

Management has, and will continue to, allocate resources as available to its remediation plan, which include (i) the establishment of additional internal procedures with respect to the documentation of budget and forecasting process with respect to material assumptions or determinations, (ii) the implementation of additional processes to bolster accuracy of underlying assumptions and (iii) the implementation of more detailed month end and quarter close procedures for installation at our operating subsidiary location to enhance procedures currently in place. Management is committed to maintaining a strong internal control environment and allocating the necessary resources to remediate the identified material weaknesses.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest, other than as set out below:

ITEM 1A. RISK FACTORS

Please refer to the disclosure contained in “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on April 18, 2023, as amended May 2, 2023. The risks described in the 2022 Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial condition, or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and/or were not previously reported in a Current Report on Form 8-K filed by the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

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ITEM 5. OTHER INFORMATION

On September 21, 2023 the Company retired a short-term loan initially obtained on March 15, 2023 of approximately $69,425 (NIS250,000) from Bank Hapoalim in Israel for ongoing operations of subsidiary Stratford, Ltd. The loan was secured by a personal guarantee from Elchanan Maoz, our Interim CEO and President, and was retired with proceeds obtained in an unsecured advance from a company controlled by Mr. Maoz.

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ITEM 6. EXHIBITS

Exhibit Number		Exhibit
3.1		Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on February 11, 2022)
3.2		Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.3 our Registration Statement on Form S-1 filed on February 11, 2022)
31.1*		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2*		Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Other Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.INS*		INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)
101.SCH*		INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104*		COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

*Filed herewith

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SIGNATURES

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

	METRO ONE TELECOMMUNICATIONS, INC.

Date: November 20, 2023	By:	/s/ Elchanan (Nani) Maoz
		Elchanan Nani Maoz
		Chief Executive Officer (Principal Executive Officer)

Date: November 20, 2023	By:	/s/ James Brodie
		James Brodie
		Principal Financial and Accounting Officer

nullnullnullnull

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 17, 2023
Cover [Abstract]
Entity Registrant Name	METRO ONE TELECOMMUNICATIONS, INC.
Entity Central Index Key	0000920990
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		5,404,331
Entity File Number	000-27024
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	93-0995165
Entity Address Address Line 1	30 North Gould Street
Entity Address Address Line 2	Suite 2990
Entity Address City Or Town	Sheridan
Entity Address State Or Province	WY
Entity Address Postal Zip Code	82801
City Area Code	307
Local Phone Number	683-0855
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 367	$ 231,763
Accounts receivable	0	27,756
Prepaid expenses	20,355	99,036
Royalty receivable	0	176,690
Other current assets	0	16,818
Total current assets	20,722	552,063
Property and equipment. net	0	18,939
Intangible assets, net	0	5,326,327
Operating lease right-of-use assets	0	17,845
Other assets	0	26,735
Total assets	20,722	5,941,909
Current liabilities:
Accounts payable and accrued liabilities	488,436	529,015
Debt, current portion	2,252,327	0
Current portion of operating lease liabilities	0	12,118
Total current liabilities	2,740,763	541,133
Debt	0	1,959,221
Other liability	0	169,909
Operating lease liabilities	0	7,455
Total liabilities	2,740,763	2,677,718
Common stock, $0.0001 par value; 35,000,000 shares authorized. 5,404,331and 5,376,553 shares issued and outstanding as at September 30, 2023 and December 31, 2022, respectively	540	537
Additional paid in capital	143,323,821	142,812,717
Accumulated deficit	(146,044,402)	(139,543,981)
Other comprehensive income (loss)	0	(5,082)
Stockholders' equity (deficit)	(2,720,041)	3,264,191
Total Liabilities and Stockholders' Equity	$ 20,722	$ 5,941,909

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares issued	5,404,331	5,376,553
Common stock, shares outstanding	5,404,331	5,376,533

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Unaudited)
Revenues	$ 0	$ 18,525	$ 34,680	$ 56,668
Operating expenses
Cost of revenue	0	2,263	21,895	22,057
Research and development		0	529,604	0
General and administrative	104,442	234,568	1,355,460	1,040,294
Management Fees	18,000	80,357	199,696	336,905
Sales and marketing	0	38,867	107,864	120,868
Total operating expenses	122,442	356,055	2,214,519	1,520,124
Operating (loss)	(122,442)	(337,530)	(2,179,839)	(1,463,456)
Other income (expense)
Finance Costs	(48,981)	(719,867)	(149,169)	(901,158)
Loss on divestment	(4,171,413)	0	(4,171,413)	0
Income tax refund	0	0	0	114,861
Total other income (expense)	(4,220,394)	(719,867)	(4,320,582)	(786,297)
Loss	$ (4,342,836)	$ (1,057,397)	$ (6,500,421)	$ (2,249,753)
Basic and diluted net loss per common share	$ (0.80)	$ (0.20)	$ (0.89)	$ (0.43)
Weighted average shares - basic and diluted	5,404,331	5,233,091	5,401,381	5,205,441
Other Comprehensive Loss
Loss	$ (4,342,836)	$ (1,057,397)	$ (6,500,421)	$ (2,249,753)
Foreign currency translation adjustment	(6,676)	7,405	5,082	(128,992)
Total comprehensive income	$ (4,349,512)	$ (1,049,992)	$ (6,495,339)	$ (2,378,745)

Condensed Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		519,367
Balance, amount at Dec. 31, 2021	$ 5,245,481	$ 519	$ 140,884,067	$ (22,078)	$ (135,617,027)
Stock warrants granted as financing costs	140,767	0	140,767	0	0
Stock based compensation	241,514	0	241,514	0	0
Capitalized stock-based compensation	157,602	0	157,602	0	0
Foreign currency translation adjustment	(27,245)	0	0	(27,245)	0
Net loss	(633,515)	$ 0	0	0	(633,515)
Balance, shares at Mar. 31, 2022		5,193,687
Balance, amount at Mar. 31, 2022	5,124,604	$ 519	141,423,950	(49,323)	(136,250,542)
Balance, shares at Dec. 31, 2021		519,367
Balance, amount at Dec. 31, 2021	5,245,481	$ 519	140,884,067	(22,078)	(135,617,027)
Stock based compensation	441,071
Net loss	(2,249,753)
Balance, shares at Sep. 30, 2022		5,325,219
Balance, amount at Sep. 30, 2022	4,482,210	$ 532	142,499,528	(151,070)	(137,866,780)
Balance, shares at Mar. 31, 2022		5,193,687
Balance, amount at Mar. 31, 2022	5,124,604	$ 519	141,423,950	(49,323)	(136,250,542)
Stock warrants granted as financing costs	24,835	0	24,835	0	0
Stock based compensation	147,440	0	147,440	0	0
Capitalized stock-based compensation	107,654	0	107,654	0	0
Foreign currency translation adjustment	(109,152)	0	0	(109,152)	0
Net loss	(558,841)	$ 0	0	0	(558,841)
Balance, shares at Jun. 30, 2022		5,193,687
Balance, amount at Jun. 30, 2022	4,736,540	$ 519	141,703,879	(158,475)	(136,809,383)
Stock based compensation	52,117	0	52,117	0	0
Capitalized stock-based compensation	104,580	0	104,580	0	0
Foreign currency translation adjustment	7,405	0	0	7,405	0
Net loss	(1,057,397)	$ 0	0	0	(1,057,397)
Stock issued as financing costs, shares		131,532
Stock issued as financing costs, amount	638,965	$ 13	638,952	0	0
Balance, shares at Sep. 30, 2022		5,325,219
Balance, amount at Sep. 30, 2022	4,482,210	$ 532	142,499,528	(151,070)	(137,866,780)
Balance, shares at Dec. 31, 2022		5,376,553
Balance, amount at Dec. 31, 2022	3,264,191	$ 537	142,812,717	(5,082)	(139,543,981)
Stock based compensation	360,037	0	360,037	0	0
Foreign currency translation adjustment	(578)	0	0	(578)	0
Net loss	(1,451,472)	$ 0	0	0	(1,451,472)
Reg A, shares		27,778
Reg A, amount	250,000	$ 3	249,997	0	0
Balance, shares at Mar. 31, 2023		5,404,331
Balance, amount at Mar. 31, 2023	2,422,178	$ 540	143,422,751	(5,660)	(140,995,453)
Balance, shares at Dec. 31, 2022		5,376,553
Balance, amount at Dec. 31, 2022	3,264,191	$ 537	142,812,717	(5,082)	(139,543,981)
Stock based compensation	261,109
Net loss	(6,500,421)
Balance, shares at Sep. 30, 2023		5,404,331
Balance, amount at Sep. 30, 2023	(2,720,041)	$ 540	143,323,821	0	(146,044,402)
Balance, shares at Mar. 31, 2023		5,404,331
Balance, amount at Mar. 31, 2023	2,422,178	$ 540	143,422,751	(5,660)	(140,995,453)
Stock based compensation	(98,930)	0	(98,930)	0	0
Foreign currency translation adjustment	12,336	0	0	12,336	0
Net loss	(706,113)	$ 0	0	0	(706,113)
Balance, shares at Jun. 30, 2023		5,404,331
Balance, amount at Jun. 30, 2023	1,629,471	$ 540	143,323,821	6,677	(141,701,566)
Foreign currency translation adjustment	(6,677)	0	0	(6,677)	0
Net loss	(4,342,836)	$ 0	0	0	(4,342,836)
Balance, shares at Sep. 30, 2023		5,404,331
Balance, amount at Sep. 30, 2023	$ (2,720,041)	$ 540	$ 143,323,821	$ 0	$ (146,044,402)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows used in operating activities:
Net loss	$ (6,500,421)	$ (2,249,753)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on divestment	4,171,413	0
Depreciation and amortization	580,883	4,787
Non-cash operating lease expense	600	970
Warrants issued as financing costs	0	165,602
Stock issued as financing costs	0	638,965
Stock based compensation	261,109	441,071
Changes in certain assets and liabilities:
Accounts receivable	4,767	(14,282)
Prepaid costs and other assets	70,114	33,359
Accounts payable and other liabilities	644,575	125,695
Net cash used in operating activities	(766,960)	(853,586)
Cash flows from investing activities:
Cash due to divestment	(4,756)	0
Purchases of property and equipment	0	(17,641)
Additions to intangible assets	0	(1,052,395)
Net cash used in investing activities	(4,756)	(1,070,036)
Cash flows from financing activities:
Proceeds from private placement	250,000	819,000
Proceeds from short term debt	362,031	570,000
Repayment to short term debt	(64,700)	0
Net cash provided by financing activities	547,331	1,389,000
Net decrease in cash and cash equivalents	(224,385)	(534,622)
Foreign Exchange Gain (loss)	(7,011)	(162,281)
Cash and cash equivalents, beginning of year	231,763	1,128,825
Cash and cash equivalents, end of period	367	431,922
Supplemental disclosure of cash flow information:
Cash received for income taxes, net	0	114,861
Cash paid for interest	0	0
Non-cash Investing and Financing Activities
Stock-based compensation issued for capitalized research and development costs	0	369,836
Short term debt to long term debt	0	570,000
Accrued interest payable to long term debt	0	20,221
Net assets forgiven	$ 4,180,789	$ 0

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2023

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1 - NATURE OF OPERATIONS

The Company was incorporated in the State of Oregon on February 8, 1989, as Metro One Direct Information Services Inc. On December 12, 1995, we changed our name to Metro One Telecommunications, Inc.

On June 27, 2023, each of Mr. Jonah Meer and Mr. James A. Brodie resigned as directors of Stratford.

GOING CONCERN

9 Months Ended

Sep. 30, 2023

GOING CONCERN

GOING CONCERN

NOTE 2 – GOING CONCERN

SUMMARY OF ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF ACCOUNTING POLICIES

Fiscal Year end

The Company has selected December 31 as its fiscal year end.

Basis of Presentation

Basis of Consolidation

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

Translation of amounts from Israeli Shekel (ILS) into U.S. Dollar has been made at the following exchange rates for the six months ended June 30, 2023 and the nine months ended September 30, 2022

June 30,

2023

September 30,

2022

Period-end ILS: U.S. dollar exchange rate

0.2696

0.28045

Period average ILS: U.S. dollar exchange rate

0.2785

0.3020

Accumulated Other Comprehensive Income (Loss)

Property and Equipment

Computer and telephone equipment

3 years

Intangible Assets

Intangible Assets (Cont’d)

Software Research and Development Expenditures

Impairment

Fair Value of Financial Instruments

●

Level 1: Observable inputs such as quoted prices in active markets;

●

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Revenue Recognition

The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).

We determine revenue recognition through the following steps:

	●	Identification of the contract, or contracts, with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Revenue Recognition (Cont’d)

Subscription Revenues (Cont’d)

Customized Service Revenues

Stock-Based Compensation

Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur.

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023			2022
Capitalized as software research and development expenditure	$	-	$	104,580	$	-		$	369,836
Research and development expense		-		-		4,009			-
Cost of revenue		-		-		(870	)		-
Sales and marketing				1,165		11,909			5,132
General and administrative expenses		-		50,952		246,059			435,939
Total stock-based compensation expense	$	-	$	156,697	$	261,107		$	810,907

Leases

Leases (Cont’d)

Income Taxes

Basic and Diluted Net Income (Loss) Per Share

Recent Accounting Pronouncements

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.

9 Months Ended

Sep. 30, 2023

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.

NOTE 4 – DECONSOLIDATION OF SUBSIDIARY: STRATFORD LTD.

On June 26, 2023, the Company was advised by Stratford that 12 of its employees filed a motion with the District Court of Tel Aviv (the “Court”), case no. 59931-06-23 (the “Temporary Trustee Motion”), to commence insolvency proceedings against Stratford. The motion was filed as a result of unpaid salaries and social benefits to those employees outstanding as of April 30, 2023, in the approximate US Dollar amount of $254,725 (NIS 945,604), not including additional amounts owing for pension and an educational savings plan. The motion further indicated the salary and benefits payable at the date of the filing had increased to a total approximate amount of $323,250 (NIS 1.2 million). In addition, the employees filed an ex-parte motion to appoint a temporary trustee in order to prevent concealment of assets. In response to the Temporary Trustee Motion, the Court declined to make a ruling on the ex-parte motion and ordered Stratford to file its response with the Court no later than July 2, 2023. If no objection is filed by Stratford, a temporary trustee will be immediately appointed from a list of three nominees offered by the local Ministry of Justice. Stratford did not file an objection to the Temporary Trustee Motion and on July 20, 2023, a Trustee was appointed by the Court and all remaining employees of Stratford were effectively terminated, including the Company’s CFO Efrat Reinhardt, whose employment contract was originally entered into with Stratford directly with services to be provided to each of Stratford and the Company. On termination of the employees the Company declined to enter into a new contract with Ms. Reinhardt directly.

With respect to the anticipated deconsolidation of Stratford and loss in investment in Stratford as below:

	Deconsolidation Date
Assets
Cash and cash equivalents	$	4,756
Accounts receivable		21,739
Prepaid expenses		7,162
Royalty receivable		168,490
Property and equipment. net		15,055
Intangible assets, net		4,749,328
Operating lease right-of-use assets		10,721
Other assets		41,646
Total assets	$	5,018,897

Liabilities
Accounts payable and accrued liabilities	$	663,644
Operating lease liabilities		174,464
Total liabilities		838,108

Net assets	$	4,180,789

Loss on divestment	-
Net assets forgiven	$	4,180,789
Foreign exchange		(9,376	)

Loss	$	4,171,413

The Results of the Stratford Operations are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023		2022			2023			2022

Net revenues	$	-	$	18,525		$	34,680		$	56,668
Operating expenses
Cost of revenue	$	-	$	2,263		$	21,895		$	22,057
Research and development		-		-			529,604			-
General and administrative		-		158,148			766,036			796,250
Management Fees		-		62,357			145,696			282,905
Sales and marketing		-		38,867			107,864			120,868
Total operating expenses		-		261,635			1,571,095			1,222,080
Income (Loss) from operations		-		(243,110	)		(1,536,415	)		(1,165,412	)
Interest expense		-		-			(2,227	)		-
Loss from Stratford operations	$	-	$	(243,110	)	$	(1,538,642	)	$	(1,165,412	)

INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

The following table provides additional information regarding the Company’s intangible assets:

	September 30, 2023			December 31, 2022
Purchased assets – Royal App	$	3,403,228		$	3,403,228
Capitalized patent application costs		28,483			28,483
Capitalized software development expenditures		2,338,274			2,338,274
Total intangible assets		5,769,985			5,769,985
Less: accumulated amortization		(1,020,657	)		(443,658	)
Deconsolidation on July 1, 2023		(4,749,328	)		-
	$	-		$	5,326,327

August 1, 2022
Shelfy.io Mobile app builder SaaS software app	$	5,534,985
Less: accumulated amortization		(425,589	)
Balance, December 31, 2022		5,109,396
Less: accumulated amortization		(553,498	)
Balance, June 30, 2023	$	4,555,898

August 1, 2022
Customer relationships	$	235,000
Less: accumulated amortization		(18,069	)
Balance December 31, 2022		216,931
Less: accumulated amortization		(23,500	)
Balance, June 30, 2023	$	193,431

Amortization for developed technology is recognized in general and administrative expense.

DEBT

9 Months Ended

Sep. 30, 2023

DEBT

DEBT

NOTE 6 – DEBT

The following table provides additional information regarding outstanding debt:

	September 30, 2023		December 31, 2022
Notes payable	$	1,959,221	$	1,959,221
Advances, unsecured, 0% interest		293,106		-
	$	2,252,327	$	1,959,221

Notes payable

Bank loan payable

Advances

The following table provides additional information regarding the financing costs associated with the aforementioned notes and advances:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Interest expense on Notes	$	48,981	$	17,600	$	149,169	$	331,899
Commission paid		-		63,302		-		63,302
Stock issued		-		638,965		-		638,965
Warrants issued, fair value		-		-		-		165,602
Total	$	48,981	$	719,867	$	149,169	$	901,158

The following table provides additional information regarding accrued interest payable with respect to the aforementioned notes and loan, included in accounts payable:

	September 30, 2023		December 31, 2022
Interest payable under notes	$	147,731	$	39,160
Commission payable to company controlled by related party		27,349		27,349
Total	$	175,080	$	66,509

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL

9 Months Ended

Sep. 30, 2023

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL

CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL

NOTE 7 – CAPITAL STOCK AND ADDITIONAL PAID-IN CAPITAL

The Company has authorized 35,000,000 shares of common stock, with a par value of $0.0001 per share.

The Reverse Split has been retroactively impacted to all share and per share data contained herein.

On September 30, 2023, and December 31, 2022, the Company had 5,404,331 and 5,376,553 shares of common stock issued and outstanding, respectively.

Stock Purchase Warrants

Warrant transactions are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price ($)
Balance, December 31, 2021		271,093			5.25
Warrants issued		26,113			9.00
Warrants cancelled		(3,889	)		9.00
Warrants expired		-			-
Balance, December 31, 2022		293,317		$	5.53
Warrants issued		6,945			11.25
Warrants cancelled		-			-
Warrants expired		(46,669	)		9.00
Balance, September 30, 2023		253,593		$	5.21

The following warrants were outstanding as at September 30, 2023:

Number of Warrants		Exercise Price ($)		Expiry Date
	103,889		1.92525	October 1, 2023
	4,445		7.3125	October 18, 2023
	75,556		7.3125	October 19, 2023
	13,334		7.3125	October 21, 2023
	3,200		7.3125	October 24, 2023
	8,889		7.3125	October 26, 2023
	8,889		7.3125	October 28, 2023
	8,000		7.3125	October 29, 2023
	10,667		7.3125	November 01, 2023
	7,112		7.3125	November 02, 2023
	2,667		7.3125	November 19, 2023
	6,945		11.2500	January 24, 2024
	253,593

Stock Options

The Company granted the following stock options under its 2021 Employee Stock Incentive Plan:

-	On October 1, 2021, 120,002 fully vested incentive stock options were granted to directors, officers and consultants of the Company for exercise at $1.92525 for a term of 4 years from grant

-	On October 26, 2021, 94,368 qualified employee stock options were granted to certain officers, directors and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $9.225 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Vesting Commencement Date (the “Cliff Date”), with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of October 26, 2021.
-	On November 11, 2021, 152,876 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $1.92525 per share for a period of four years from grant and vesting as to 25% on the first anniversary of the Cliff Date with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date of May 2, 2021.

-	On June 13, 2022, 20,007 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $7.725 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement dates between November 2021 and June 2022.

-	On August 1, 2022, 24,446 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd for exercise at $5.8575 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The options shall become fully vested by the fourth anniversary of the vesting commencement date in August 2022.

-	During the year ended December 31, 2022, a total of 231,219 employee stock options were canceled and a further 16,987 forfeit upon termination of service agreements.

-	On January 6, 2023, 91,778 qualified employee stock options were granted to certain officers and employees of the Company’s wholly owned subsidiary, Stratford Ltd, for exercise at $5.98275 per share for a period of five years from grant and vesting as to 25% on the first anniversary of the Cliff Date, with an additional 6.25% of the option vesting at the end of each three (3) month period following the Cliff Date. The Options shall become fully vested by the fourth anniversary of the vesting commencement dates between September 2022 and December 2022.

-	On January 6, 2023, 40,000 fully vested incentive stock options were granted to directors and officers of the Company for exercise at $5.98275 for a term of 5 years from grant

-	During the three months ended March 31, 2023, 26,667 unvested options were forfeit upon termination of an employment agreement (March 31, 2022 – Nil).

-	During the three months ended June 30, 2023, the Company granted 26,667 qualified stock options to an employee and 197,749 unvested options were forfeit upon termination of certain employment agreements and the release of certain Stratford employees due to an insolvency proceeding commenced in June 2023.

Stock Options (Cont’d)

Additional information with respect to the stock option activity is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2022		225,973		$	0.03508		2.77	$	-
Granted		158,445			6.11		5		-
Exercised		-			-		-		-
Cancelled		-			-
Forfeiture		(224,416	)		4.66		-		-
Outstanding at September 30, 2023		160,002		$	2.9396		2.57	$	-

Options exercisable at September 30, 2023		160,002		$	2.9396		2.57	$	-

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2021		367,246		$	3.801		3.60	$	-
Granted		44,453			6.698		-		-
Exercised		-			-		-		-
Cancelled		(91,065	)		8.8846		-		-
Forfeiture		-			-		-		-
Outstanding at September 30, 2022		320,634		$	4.3057		3.07	$	-

Options exercisable at September 30, 2022		167,423		$	1.9253		2.81	$	-

The following table summarizes information about stock options outstanding and exercisable at September 30, 2023:

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		2.01	$	1.92525		120,002	$	1.92525
$	5.98275		40,000		4.27	$	5.98275		40,000	$	5.98275
			160,002		2.57	$	2.9396		160,002	$	2.9396

Stock Options

The following table summarizes information about stock options outstanding and exercisable at September 30, 2022:

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		3.00	$	1.92525		120,002	$	1.92525
$	1.92525		148,629		2.59	$	1.92525		47,421	$	1.92525
$	9.2250		7,550		3.07	$	9.2250		-	$	-
$	77,250		20,007		4.70	$	77,250		-	$	-
$	5.8575		24,446		4.84	$	5.8575		-	$	-
			320,634		3.07	$	2.7588		167,423	$	1.92525

COMMITMENTS

9 Months Ended

Sep. 30, 2023

COMMITMENTS

COMMITMENTS

NOTE 8 – COMMITMENTS

Leases

In March 2022, subsidiary Stratford Ltd. leased a car in Israel with a lease term of 36 months expiring in July 2024.

As a result of the deconsolidation of subsidiary Stratford Ltd. with an effective date of July 1, 2023, the Company ceased to have any remaining lease commitments.

Leases (Cont’d)

Operating lease expense is comprised of the following:

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Operating lease cost

3,389

5,933

10,439

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Key management compensation

Key management personnel are persons responsible for planning, directing, and controlling the activities of the entity, and include all directors and officers.

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Management fees

18,000

80,357

199,696

336,905

At September 30, 2023, accounts payable and accrued liabilities included $54,000 ($0 – December 31, 2022) of management fees with respect to key management of Metro One, and director compensation.

On March 22, 2023, Eyal Pinto, resigned from his position as Chief Financial Officer and Mr. James Brodie, Treasurer and Director, was appointed to serve as interim Chief Financial Officer.

Transactions with the Company’s CEO and President, and Companies controlled by him

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

SUMMARY OF ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

SUMMARY OF ACCOUNTING POLICIES

Fiscal Year end

The Company has selected December 31 as its fiscal year end.

Basis of Presentation

Basis of Consolidation

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

Translation of amounts from Israeli Shekel (ILS) into U.S. Dollar has been made at the following exchange rates for the six months ended June 30, 2023 and the nine months ended September 30, 2022

June 30,

2023

September 30,

2022

Period-end ILS: U.S. dollar exchange rate

0.2696

0.28045

Period average ILS: U.S. dollar exchange rate

0.2785

0.3020

Accumulated Other Comprehensive Income (Loss)

Property and Equipment

Computer and telephone equipment

3 years

Intangible Assets

Software Research and Development Expenditures

Impairment

Fair Value of Financial Instruments

●

Level 1: Observable inputs such as quoted prices in active markets;

●

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

●

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Revenue Recognition

The Company has adopted the requirement of Accounting Standards Update, or ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).

We determine revenue recognition through the following steps:

	●	Identification of the contract, or contracts, with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Customized Service Revenues

Stock-Based Compensation

Compensation expense is recognized on a graded-vesting method over the requisite service period. Forfeitures are accounted for as they occur.

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023			2022
Capitalized as software research and development expenditure	$	-	$	104,580	$	-		$	369,836
Research and development expense		-		-		4,009			-
Cost of revenue		-		-		(870	)		-
Sales and marketing				1,165		11,909			5,132
General and administrative expenses		-		50,952		246,059			435,939
Total stock-based compensation expense	$	-	$	156,697	$	261,107		$	810,907

Leases

Income Taxes

Basic and Diluted Net Income (Loss) Per Share

Recent Accounting Pronouncements

SUMMARY OF ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF ACCOUNTING POLICIES

Schedule of foreign currency translation

June 30,

2023

September 30,

2022

Period-end ILS: U.S. dollar exchange rate

0.2696

0.28045

Period average ILS: U.S. dollar exchange rate

0.2785

0.3020

Schedule of stock-based compensation expense

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023			2022
Capitalized as software research and development expenditure	$	-	$	104,580	$	-		$	369,836
Research and development expense		-		-		4,009			-
Cost of revenue		-		-		(870	)		-
Sales and marketing				1,165		11,909			5,132
General and administrative expenses		-		50,952		246,059			435,939
Total stock-based compensation expense	$	-	$	156,697	$	261,107		$	810,907

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD. (Tables)

9 Months Ended

Sep. 30, 2023

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.

Schedule of anticipated deconsolidation of Stratford and loss in investment

	Deconsolidation Date
Assets
Cash and cash equivalents	$	4,756
Accounts receivable		21,739
Prepaid expenses		7,162
Royalty receivable		168,490
Property and equipment. net		15,055
Intangible assets, net		4,749,328
Operating lease right-of-use assets		10,721
Other assets		41,646
Total assets	$	5,018,897

Liabilities
Accounts payable and accrued liabilities	$	663,644
Operating lease liabilities		174,464
Total liabilities		838,108

Net assets	$	4,180,789

Loss on divestment	-
Net assets forgiven	$	4,180,789
Foreign exchange		(9,376	)

Loss	$	4,171,413

Schedule of result of operation

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023		2022			2023			2022

Net revenues	$	-	$	18,525		$	34,680		$	56,668
Operating expenses
Cost of revenue	$	-	$	2,263		$	21,895		$	22,057
Research and development		-		-			529,604			-
General and administrative		-		158,148			766,036			796,250
Management Fees		-		62,357			145,696			282,905
Sales and marketing		-		38,867			107,864			120,868
Total operating expenses		-		261,635			1,571,095			1,222,080
Income (Loss) from operations		-		(243,110	)		(1,536,415	)		(1,165,412	)
Interest expense		-		-			(2,227	)		-
Loss from Stratford operations	$	-	$	(243,110	)	$	(1,538,642	)	$	(1,165,412	)

INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2023

INTANGIBLE ASSETS

Schedule of intangible assets

	September 30, 2023			December 31, 2022
Purchased assets – Royal App	$	3,403,228		$	3,403,228
Capitalized patent application costs		28,483			28,483
Capitalized software development expenditures		2,338,274			2,338,274
Total intangible assets		5,769,985			5,769,985
Less: accumulated amortization		(1,020,657	)		(443,658	)
Deconsolidation on July 1, 2023		(4,749,328	)		-
	$	-		$	5,326,327

Schedule of amortization of intangible assets

August 1, 2022
Shelfy.io Mobile app builder SaaS software app	$	5,534,985
Less: accumulated amortization		(425,589	)
Balance, December 31, 2022		5,109,396
Less: accumulated amortization		(553,498	)
Balance, June 30, 2023	$	4,555,898

August 1, 2022
Customer relationships	$	235,000
Less: accumulated amortization		(18,069	)
Balance December 31, 2022		216,931
Less: accumulated amortization		(23,500	)
Balance, June 30, 2023	$	193,431

DEBT (Tables)

9 Months Ended

Sep. 30, 2023

DEBT

Summary of Additional information of debt

	September 30, 2023		December 31, 2022
Notes payable	$	1,959,221	$	1,959,221
Advances, unsecured, 0% interest		293,106		-
	$	2,252,327	$	1,959,221

Schedule of financing cost

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Interest expense on Notes	$	48,981	$	17,600	$	149,169	$	331,899
Commission paid		-		63,302		-		63,302
Stock issued		-		638,965		-		638,965
Warrants issued, fair value		-		-		-		165,602
Total	$	48,981	$	719,867	$	149,169	$	901,158

Schedule of accrued interest payable

	September 30, 2023		December 31, 2022
Interest payable under notes	$	147,731	$	39,160
Commission payable to company controlled by related party		27,349		27,349
Total	$	175,080	$	66,509

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Tables)

9 Months Ended

Sep. 30, 2023

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL

Schedule of stock purchase warrants

	Number of Warrants			Weighted Average Exercise Price ($)
Balance, December 31, 2021		271,093			5.25
Warrants issued		26,113			9.00
Warrants cancelled		(3,889	)		9.00
Warrants expired		-			-
Balance, December 31, 2022		293,317		$	5.53
Warrants issued		6,945			11.25
Warrants cancelled		-			-
Warrants expired		(46,669	)		9.00
Balance, September 30, 2023		253,593		$	5.21

Schedule of outstanding warrants

Number of Warrants		Exercise Price ($)		Expiry Date
	103,889		1.92525	October 1, 2023
	4,445		7.3125	October 18, 2023
	75,556		7.3125	October 19, 2023
	13,334		7.3125	October 21, 2023
	3,200		7.3125	October 24, 2023
	8,889		7.3125	October 26, 2023
	8,889		7.3125	October 28, 2023
	8,000		7.3125	October 29, 2023
	10,667		7.3125	November 01, 2023
	7,112		7.3125	November 02, 2023
	2,667		7.3125	November 19, 2023
	6,945		11.2500	January 24, 2024
	253,593

Schedule of stock option activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2022		225,973		$	0.03508		2.77	$	-
Granted		158,445			6.11		5		-
Exercised		-			-		-		-
Cancelled		-			-
Forfeiture		(224,416	)		4.66		-		-
Outstanding at September 30, 2023		160,002		$	2.9396		2.57	$	-

Options exercisable at September 30, 2023		160,002		$	2.9396		2.57	$	-

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at December 31, 2021		367,246		$	3.801		3.60	$	-
Granted		44,453			6.698		-		-
Exercised		-			-		-		-
Cancelled		(91,065	)		8.8846		-		-
Forfeiture		-			-		-		-
Outstanding at September 30, 2022		320,634		$	4.3057		3.07	$	-

Options exercisable at September 30, 2022		167,423		$	1.9253		2.81	$	-

Schedule of stock options outstanding and exercisable

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		2.01	$	1.92525		120,002	$	1.92525
$	5.98275		40,000		4.27	$	5.98275		40,000	$	5.98275
			160,002		2.57	$	2.9396		160,002	$	2.9396

Range of Exercise Prices		Number of Shares Outstanding		Weighted Average Remaining in Contractual Life in Years		Outstanding Options Weighted Average Exercise Price		Number of Options Exercisable		Exercisable Options Weighted Average Exercise Price
$	1.92525		120,002		3.00	$	1.92525		120,002	$	1.92525
$	1.92525		148,629		2.59	$	1.92525		47,421	$	1.92525
$	9.2250		7,550		3.07	$	9.2250		-	$	-
$	77,250		20,007		4.70	$	77,250		-	$	-
$	5.8575		24,446		4.84	$	5.8575		-	$	-
			320,634		3.07	$	2.7588		167,423	$	1.92525

COMMITMENTS (Tables)

9 Months Ended

Sep. 30, 2023

COMMITMENTS

Schedule of operating lease expense

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Operating lease cost

3,389

5,933

10,439

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

Schedule of related party transactions

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

Management fees

18,000

80,357

199,696

336,905

NATURE OF OPERATIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
NATURE OF OPERATIONS (Details Narrative) - USD ($)	Feb. 28, 2023	Jun. 30, 2021	Sep. 30, 2023	Dec. 31, 2022
Number of authorized shares of common stock			35,000,000	35,000,000
Certificate of Incorporation [Member]
Number of authorized shares of common stock	600,000,000
Share Reduction [Member]
Number of authorized shares of common stock	35,000,000
Stratford Ltd. [Member]
Reverse stock split description	stockholders who would own less than 100 shares as a result of the Reverse Split have had their total ownership amount rounded up to exactly 100 shares
Assets acquired		$ 2,400,000
Grants repayable		$ 200,000
Equity on diluted basis		8.00%

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
GOING CONCERN
Total amount raised		$ 1,939,000
Subscription received	$ 250,000
Ongoing capital requirements			$ 10,000,000
Secured loan			$ 293,106

SUMMARY OF ACCOUNTING POLICIES (Details)	6 Months Ended	9 Months Ended
SUMMARY OF ACCOUNTING POLICIES (Details)	Jun. 30, 2023	Sep. 30, 2022
SUMMARY OF ACCOUNTING POLICIES
Period-end ILS: U.S. dollar exchange rate	0.2696	0.28045
Period average ILS: U.S. dollar exchange rate	0.2785	0.3020

SUMMARY OF ACCOUNTING POLICIES (Details 1)	9 Months Ended
SUMMARY OF ACCOUNTING POLICIES (Details 1)	Sep. 30, 2023
Computer and Telephone Equipment [Member]
Estimated useful lives	3 years

SUMMARY OF ACCOUNTING POLICIES (Details 2) - USD ($)	3 Months Ended		9 Months Ended
SUMMARY OF ACCOUNTING POLICIES (Details 2) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cost of revenue	$ 0	$ (2,263)	$ (21,895)	$ (22,057)
Sales and marketing	0	38,867	107,864	120,868
General and administrative expenses	104,442	234,568	1,355,460	1,040,294
Stock Based Compensastion And Other Instrumnet Related Expenses [Member]
Capitalized as software research and development expenditure	0	104,580	0	369,836
Research and development expense	0	0	4,009	0
Cost of revenue	0	0	(870)	0
Sales and marketing		1,165	11,909	5,132
General and administrative expenses	0	50,952	246,059	435,939
Total stock-based compensation expense	$ 0	$ 156,697	$ 261,107	$ 810,907

SUMMARY OF ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Development expenses			$ 1,000,000	$ 990,000
Patent related expenses				28,483
Dilutive securities outstanding	413,595	460,740
Assets acquired in cumulative				$ 3,400,000
Minimum [Member]
Intangible assets, estimated useful lives	3 years
Maximum [Member]
Intangible assets, estimated useful lives	8 years

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD. (Details ) - USD ($)	Sep. 30, 2023	Jul. 20, 2023	Dec. 31, 2022
DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.
Cash and cash equivalents	$ 367	$ 4,756	$ 231,763
Accounts receivable	0	21,739	27,756
Prepaid expenses		7,162
Royalty receivable		168,490
Property and equipment. net	0	15,055	18,939
Intangible assets, net	0	4,749,328	5,326,327
Operating lease right-of-use assets	0	10,721	17,845
Other assets	0	41,646	26,735
Total assets		5,018,897
Accounts payable and accrued liabilities		663,644
Operating lease liabilities		174,464
Total liabilities	2,740,763	838,108	2,677,718
Net assets	$ 20,722	4,180,789	$ 5,941,909
Loss on divestment		0
Net assets forgiven		4,180,789
Foreign exchange		(9,376)
Loss		$ 4,171,413

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD. (Details1 ) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.
Net revenues	$ 0	$ 18,525	$ 34,680	$ 56,668
Cost of revenue	0	2,263	21,895	22,057
Research and development expense	0	0	529,604	0
General and administrative expenses	0	158,148	766,036	796,250
Management Fees	0	62,357	145,696	282,905
Sales and marketing	0	38,867	107,864	120,868
Total operating expenses	0	261,635	1,571,095	1,222,080
Income (Loss) from operations	0	(243,110)	(1,536,415)	(1,165,412)
Interest expense	0	0	(2,227)	0
Loss from Stratford operations	$ 0	$ (243,110)	$ (1,538,642)	$ (1,165,412)

DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD. (Details Narrative ) - USD ($)	Jun. 26, 2023	Apr. 30, 2023
DECONSOLIDATION OF SUBSIDIARY STRATFORD LTD.
Salary and benefits payable	$ 323,250
Unpaid salaries and social benefitsoutstanding		$ 254,725

INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2023	Jul. 20, 2023	Dec. 31, 2022
Intangible assets	$ 5,769,985		$ 5,769,985
Less: accumulated amortization	(1,020,657)		(443,658)
Deconsolidation on July 1, 2023	(4,749,328)		0
Intangible assets, net	0	$ 4,749,328	5,326,327
Capitalized patent application costs [Member]
Intangible assets	28,483		28,483
Capitalized software development expenditures [Member]
Intangible assets	2,338,274		2,338,274
Purchased assets - Royal App [Member]
Intangible assets	$ 3,403,228		$ 3,403,228

INTANGIBLE ASSETS (Details 1) - USD ($)	Sep. 30, 2023	Jul. 20, 2023	Dec. 31, 2022
Intangible assets	$ 5,769,985		$ 5,769,985
Less: accumulated amortization	(1,020,657)		(443,658)
Intangible assets, net	0	$ 4,749,328	5,326,327
Shelfy.io Mobile App Builder SaaS Software App [Member]
Intangible assets	5,109,396		5,534,985
Less: accumulated amortization	(553,498)		(425,589)
Intangible assets, net	4,555,898		5,109,396
Customer relationships [Member]
Intangible assets	216,931		235,000
Less: accumulated amortization	(23,500)		(18,069)
Intangible assets, net	$ 193,431		$ 216,931

DEBT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
DEBT
Notes payable	$ 1,959,221	$ 1,959,221
Advances, unsecured, 0% interest	293,106	0
Debt Current	$ 2,252,327	$ 1,959,221

DEBT (Details1) - Debt [Member] - USD ($)	3 Months Ended		9 Months Ended
DEBT (Details1) - Debt [Member] - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest expense on notes	$ 48,981	$ 17,600	$ 149,169	$ 331,899
Commission paid	0	63,302	0	63,302
Stock issued	0	638,965	0	638,965
Warrants issued, fair value	0	0	0	165,602
Total	$ 48,981	$ 719,867	$ 149,169	$ 901,158

DEBT (Details2) - Debt [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
DEBT (Details2) - Debt [Member] - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Interest payable under notes	$ 48,981	$ 17,600	$ 149,169	$ 331,899
Commission payable to company controlled by related party	0	63,302	0	63,302
Total	$ 48,981	$ 719,867	149,169	$ 901,158
Accrued Interest Payable Member
Interest payable under notes			147,731		$ 39,160
Commission payable to company controlled by related party			27,349		27,349
Total			$ 175,080		$ 66,509

DEBT (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
DEBT (Details Narrative) - USD ($)	Mar. 15, 2023	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Term year			4 years	15 years
Proceed from promissory note	$ 69,156		$ 400,000		$ 362,031	$ 570,000
Accrued interest rate	10.63%
Proceed advance from shareholders					$ 293,106
Interest rate			12.00%	10.00%
Common stock shares				13,714,547
Warrant issued		291,667
Commissions		$ 27,349		$ 48,800
Incurred debt				570,000
Short term loan	$ 69,156
Debt [Member]
Total				1,369,000
Purchase of warrant		1,958,333
Financing cost				$ 990,542
Term year		4 years
Proceed from promissory note		$ 70,000	$ 1
Short Term Promissory Notes		$ 1
Interest rate		12.00%
Exercisable		$ 0.12	$ 0.12
fair value of the warrants		$ 165,602
Description		warrants using the Black Scholes model utilizing volatility ranging from 303.60% to 419.67%, and a risk-free rate of from 1.35% to 2.88%
Black Scholes model [Member]
Term year		4 years
Proceed from promissory note		$ 100,000
Interest rate		12.00%

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
Number of warrants, beginning balance	293,317	271,093
Warrants issued	6,945	26,113
Warrants cancelled	0	(3,889)
Warrants expired	(46,669)	0
Number of warrants, ending balance	253,593	293,317
Weighted average exercise price, beginning balance	$ 5.53	$ 5.25
Weighted average exercise price, warrants issue	11.25	9.00
Weighted average exercise price, warrants cancelled	0	9.00
Weighted average exercise price, warrants expired	9.00	0
Weighted average exercise price, ending balance	$ 5.21	$ 5.53

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 1)	9 Months Ended
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 1)	Sep. 30, 2023 $ / shares shares
Number of warrants	253,593
Warrants [Member] \| One [Member]
Number of warrants	103,889
Exercise price \| $ / shares	$ 1.92525
Expiry date	October 1, 2023
Warrants [Member] \| Two [Member]
Number of warrants	4,445
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 18, 2023
Warrants [Member] \| Three [Member]
Number of warrants	75,556
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 19, 2023
Warrants [Member] \| Four [Member]
Number of warrants	13,334
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 21, 2023
Warrants [Member] \| Five [Member]
Number of warrants	3,200
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 24, 2023
Warrants [Member] \| Six [Member]
Number of warrants	8,889
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 26, 2023
Warrants [Member] \| Seven [Member]
Number of warrants	8,889
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 28, 2023
Warrants [Member] \| Eight [Member]
Number of warrants	8,000
Exercise price \| $ / shares	$ 7.3125
Expiry date	October 29, 2023
Warrants [Member] \| Nine [Member]
Number of warrants	10,667
Exercise price \| $ / shares	$ 7.3125
Expiry date	November 01, 2023
Warrants [Member] \| Ten [Member]
Number of warrants	7,112
Exercise price \| $ / shares	$ 7.3125
Expiry date	November 02, 2023
Warrants [Member] \| Eleven [Member]
Number of warrants	2,667
Exercise price \| $ / shares	$ 7.3125
Expiry date	November 19, 2023
Warrants [Member] \| Twelve [Member]
Number of warrants	6,945
Exercise price \| $ / shares	$ 11.2500
Expiry date	January 24, 2024

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 2) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL
Number of shares outstanding	225,973	367,246
Number of shares granted	158,445	44,453
Number of shares, cancelled	0	(91,065)
Number of shares forfeiture	(224,416)	0
Number of shares outstanding	160,002	320,634
Number of shares options exercisable	160,002	167,423
Weighted average exercise price outstanding, Beginning	$ 0.03508	$ 3.801
Weighted average exercise price outstanding granted	6.11	6.698
Weighted average exercise price outstanding exercised	0	0
Weighted average exercise price outstanding cancelled	0	8.8846
Weighted average exercise price outstanding forfeiture	4.66	0
Weighted average exercise price outstanding, Ending	2.9396	4.3057
Weighted average exercise price options exercisable	$ 2.9396	$ 1.9253
Weighted average remaining term in year options exercisable, Beginning	2 years 9 months 7 days	3 years 7 months 6 days
Weighted average remaining term in year granted	$ 5	$ 0
Weighted average remaining term in year outstanding, Ending	2 years 6 months 25 days	3 years 25 days
Weighted average remaining term in year outstanding	2 years 6 months 25 days	2 years 9 months 21 days

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details 3) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Number of shares outstanding	160,002	320,634
Weighted average remaining in contractual life un years	2 years 6 months 25 days	3 years 25 days
Outstanding options weighted average exercise price	$ 2.9396	$ 2.7588
Number of options exercisable	160,002	167,423
Exercisable options weighted average exercise price	$ 2.9396	$ 1.92525
Range One [Member]
Exercise range	$ 1.92525	$ 1.92525
Number of shares outstanding	120,002	120,002
Weighted average remaining in contractual life un years	2 years 3 days	3 years
Outstanding options weighted average exercise price	$ 1.92525	$ 1.92525
Number of options exercisable	120,002	120,002
Exercisable options weighted average exercise price	$ 1.92525	$ 1.92525
Range Two [Member]
Exercise range	$ 5.98275	$ 1.92525
Number of shares outstanding	40,000	148,629
Weighted average remaining in contractual life un years	4 years 3 months 7 days	2 years 7 months 2 days
Outstanding options weighted average exercise price	$ 5.98275	$ 1.92525
Number of options exercisable	40,000	47,421
Exercisable options weighted average exercise price	$ 5.98275	$ 1.92525
Range Three [Member]
Exercise range		$ 9.2250
Number of shares outstanding		7,550
Weighted average remaining in contractual life un years		3 years 25 days
Outstanding options weighted average exercise price		$ 9.2250
Number of options exercisable		0
Exercisable options weighted average exercise price		$ 0
Range Four [Member]
Exercise range		$ 77,250
Number of shares outstanding		20,007
Weighted average remaining in contractual life un years		4 years 8 months 12 days
Outstanding options weighted average exercise price		$ 77,250
Number of options exercisable		0
Exercisable options weighted average exercise price		$ 0
Range Five [Member]
Exercise range		$ 5.8575
Number of shares outstanding		24,446
Weighted average remaining in contractual life un years		4 years 10 months 2 days
Outstanding options weighted average exercise price		$ 5.8575
Number of options exercisable		0
Exercisable options weighted average exercise price		$ 0

CAPITAL STOCK AND ADDITIONAL PAIDIN CAPITAL (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended			6 Months Ended		9 Months Ended		12 Months Ended
	Jan. 06, 2023	Aug. 02, 2022	Jun. 13, 2022	Nov. 11, 2021	Oct. 02, 2021	Oct. 26, 2021	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Feb. 28, 2023
Common stock, shares authorized											35,000,000	35,000,000		35,000,000
Common stock, shares par value											$ 0.0001	$ 0.0001		$ 0.0001
Subscription received								$ 250,000
Sock option canceled														231,219
Option termination														16,987
Unvested options forfeit								26,667	0
Common stock share issued											5,376,553	5,404,331		5,376,553
Exercise term									4 years		15 years
Common stock share outstanding											5,376,533	5,404,331		5,376,533
Exercise per share												$ 6.11	$ 6.698
Stock Option [Member]
unamortized compensation expense											$ 183,380	$ 0		$ 183,380
Weighted average period unamortized compensation expense										0 years
Stock Purchase Warrants [Member]
Common stock share issued											5,376,553	5,404,331		5,376,553
Stock purchase warrant issued								6,945						2,611,333
Exercise term								1 year
Common stock share outstanding											5,376,553	5,404,331		5,376,553
Exercise price								$ 11.25						$ 9.00
Current offering price								$ 9.00
Common share warrant								27,778
Short term promissory notes payable for a period														1 year
Fair value of warrants														$ 165,602
Stock Purchase Warrants [Member] \| CEO [Member]
Stock purchase warrant issued														6,945
Stock Incentive Plan 2021 [Member] \| Director Officers Employees [Member] \| Stock Option [Member] \| October 1 2021 [Member]
Fully vested incentive stock	40,000				120,002
Unvested options forfeit							197,749
Exercise per share	$ 5.98275	$ 5.8575	$ 7.725	$ 1.92525	$ 1.92525	$ 9.225
Sock option granted	91,778	24,446	20,007	152,876		94,368	26,667
Share Reduction [Member]
Common stock, shares authorized															35,000,000
Share Reduction [Member] \| Minimum [Member]
Common stock, shares authorized															35,000,000
Share Reduction [Member] \| Maximum [Member]
Common stock, shares authorized															600,000,000

COMMITMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
COMMITMENTS (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
COMMITMENTS
Operating lease cost	$ 0	$ 3,389	$ 5,933	$ 10,439

COMMITMENTS (Details Narrative)	1 Months Ended
COMMITMENTS (Details Narrative)	Mar. 31, 2022
COMMITMENTS
Lease term of car	36 months
Discount rate of operating lease liabilities	6.75%

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
Management fees	$ 18,000	$ 80,357	$ 199,696	$ 336,905

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	May 11, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 15, 2023
Operation experience		$ 122,442	$ 356,055	$ 2,214,519	$ 1,520,124
Accounts payable and accrued liabilities		488,436		488,436		$ 529,015
Key Management Compensation [Member]
Accounts payable and accrued liabilities		54,000		54,000		0
Stratford Ltd. [Member]
Loan receive							$ 69,156
CEO and President [Member]
Loan recieved from director						$ 170,000
Interest rate						10.00%
Accrued Interest		4,340	$ 2,170	13,019	$ 2,170
Commission fees						$ 76,149
Unpaid commission fees		$ 27,349		27,349
CEO, Elchanan Maoz [Member]
Operation experience				193,106
Operational reimbursed amount				$ 50,336
Ms. Reinhardt [Member]
Salary	$ 131,380
Stock Options	2,000,000
Exercise Term	5 years
Stock price, Per Shares	$ 0.08472
Option vesting		6.25%

SUBSEQUENT EVENTS (Details narrative) - USD ($)		3 Months Ended	9 Months Ended
SUBSEQUENT EVENTS (Details narrative) - USD ($)	Mar. 15, 2023	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Receive of short term loan	$ 69,156	$ 400,000	$ 362,031	$ 570,000
Chief Executive Officer [Member]
Receive of short term loan			54,700
Pocket expenses			$ 7,302