SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. __) 1
METRO
ONE TELECOMMUNICATIONS, INC.
(Name
of Issuer)
(Title
of Class of Securities)
(CUSIP
Number)
Gary
Herman
c/o
Strategic Turnaround Equity Partners, L.P. (Cayman)
720
Fifth Avenue, 10th
Floor
New
York, New York 10019
(212)
247-1339
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date
of Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box. X
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule
13d-7(b) for other parties to whom copies are to be sent.
______________________
1
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
or otherwise subject to the liabilities of that section of the Act but shall
be
subject to all other provisions of the Act (however, see
the
Notes).
(Continued
on following pages)
CUSIP
No.
59163F105
|
13D
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|
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1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Strategic
Turnaround Equity Partners, L.P.
(Cayman)
98-0498777
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS *
WC
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
or 2(e) o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING
POWER
571,423
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER
571,423
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,423
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.17%%
(1)
|
14
|
TYPE
OF REPORTING PERSON
PN
|
(1) |
On
the basis of 6,233,326
shares of Common Stock reported by the Company to be issued and
outstanding as of November 10, 2006 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 14, 2006.
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No.
59163F105
|
13D
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galloway
Capital Management LLC 90-0000838
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS *
N/A
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING
POWER
571,423
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER 571,423
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.17%%
(1)
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) |
On
the basis of 6,233,326
shares of Common Stock reported by the Company to be issued and
outstanding as of November 10, 2006 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 14, 2006.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 59163F105
|
13D
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gary
L. Herman N/A
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS *
PF
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER 11,289(1)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING
POWER 571,423
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER 11,289(1)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER
571,423
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,712
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.35%%
(2)
|
14
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TYPE
OF REPORTING PERSON
IN
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(1) |
Of
the 11,289 total shares of Common Stock, 4,289 shares of common stock
are
held by the Gary Herman, IRA, 2,500 shares are held individually,
and
4,500 shares are held by FBR, Inc. (“FBR”) for which Mr. Herman is the
sole owner and serves as an
officer.
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(2)
|
On
the basis of 6,233,326
shares of Common Stock reported by the Company to be issued and
outstanding as of November 10, 2006 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 14, 2006.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP
No. 59163F105
|
13D
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce
Galloway N/A
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS *
PF
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2 (e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER 148,605(1)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING
POWER
571,423
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER
148,605
(1)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER
571,423
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,028
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.55%%
(2)
|
14
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TYPE
OF REPORTING PERSON
IN
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(1) |
Of
the 148,605 total shares of common stock, 94,100 shares of common
stock
are held by Jacombs Investments, Ltd. (“Jacombs”) for which Mr. Galloway
has the power to vote and dispose the shares, 36,105 shares are held
by
Mr. Galloway, individually, and 18,400 shares are held by RexonGalloway
Capital Growth, LLC for which Mr. Galloway retains full investment
and
voting discretion.
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(2) |
On
the basis of 6,233,326
shares of Common Stock reported by the Company to be issued and
outstanding as of November 10, 2006 in the Company’s latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission
on November 14, 2006.
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
Item
1. Security
and Issuer.
The
class
of equity securities to which this Schedule 13D relates to the Common Stock,
no
par value, (the “Common Stock”) of Metro One Telecommunications, Inc., a
Delaware corporation (the “Company”). The principal executive offices of the
Company are located at 11200 Murray Scholls Place, Beaverton, Oregon
97007.
Item
2. Identity
and Background.
This
statement is being filed jointly by Strategic Turnaround Equity Partners, L.P.
(Cayman), Galloway Capital Management LLC, Bruce Galloway and Gary L. Herman
(collectively, the “Reporting Persons”).
Strategic
Turnaround Equity Partners, L.P. (Cayman), is a Delaware limited liability
partnership and is a fund focused on investing primarily in undervalued public
equities. Galloway Capital Management LLC is a Delaware limited liability
company principally engaged in serving as the general partner of Strategic
Turnaround Equity Partners, L.P. (Cayman), Gary L. Herman and Bruce Galloway
are
citizens of the United States and managing members of Galloway Capital
Management LLC, Mr. Galloway is a holder of the majority of the membership
interests in Galloway Capital Management LLC and is a holder of the majority
of
the partnership interests in Strategic Turnaround Equity Partners, L.P.
(Cayman).
The
name
and positions of the executive officers and directors of each of the Reporting
Persons are set forth below. Other than as listed in Item 5 of this Schedule
13D, each executive officer and director listed below disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the Reporting
Persons.
Strategic
Turnaround Equity Partners, L.P. (Cayman)
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Cayman Islands
limited partnership
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General
Partner - Galloway Capital Management LLC
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Galloway
Capital Management LLC
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Delaware
limited liability company
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Managing
Member - Gary L. Herman
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Managing
Member - Bruce Galloway
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Bruce
Galloway
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Citizenship
- United States
|
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Managing
Member - Galloway Capital Management LLC
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Managing
Member - Strategic Turnaround Equity Partners, L.P.
(Cayman)
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Gary
L. Herman
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Citizenship
- United States
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Managing
Member - Galloway Capital Management LLC
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Managing
Member - Strategic Turnaround Equity Partners, L.P.
(Cayman)
|
The
address of the principal business office of Strategic Turnaround Equity
Partners, L.P. (Cayman), Galloway Capital Management LLC, Bruce Galloway and
Gary Herman is c/o Strategic Turnaround Equity Partners, L.P. (Cayman), 720
Fifth Avenue, 10th
Floor,
New York, New York 10019.
During
the last five years, neither the Reporting Persons nor any executive officer
or
director of the Reporting Persons have (i) been convicted in any criminal
proceeding or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the Reporting
Persons or any officer or director thereof, was subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration.
The
shares of Common Stock owned directly and indirectly by the Reporting Persons
were purchased with working capital of Strategic Turnaround Equity Partners,
L.P
(Cayman) and the investment capital of Messrs. Galloway and Herman.
Item
4. Purpose
of Transaction.
All
of
the shares of Common Stock reported herein were acquired for investment
purposes. On each of the following dates and at the following prices per share,
Strategic Turnaround Equity Partners, L.P. made purchases of Common Stock on
the
open market with its working capital:
Date
|
Number
of Shares Acquired
|
Price
Per Share
|
1/03/07
|
6,509
|
2.4691
|
1/04/07
|
30,000
|
2.546
|
|
|
|
1/18/07
|
10,246
|
2.27330
|
1/23/07
|
22,400
|
2.1589
|
1/31/07
|
9,479
|
2.24
|
|
|
|
2/05/07
|
10,000
|
2.15
|
2/14/07
|
30,000
|
2.01
|
2/15/07
|
36,000
|
2.0011
|
2/16/07
|
3,000
|
2.1655
|
2/22/07
|
31,976
|
2.1822
|
3/01/07
|
11,479
|
2.0535
|
On
each
of the following dates, transfers were made by new subscribers to Strategic
Turnaround Equity Partners, LP (Cayman):
Date
|
Number
of Shares Transferred
|
Price
Per Share
|
1/05/07
|
19,500
|
Transfer
-
|
2/01/07
|
4,000
|
Transfer
--
|
|
|
|
On
each
of the following dates and at the following prices per share, Bruce Galloway
or
his affiliates made purchases of Common Stock on the open market with his
personal funds:
Date
|
Number
of Shares Acquired
|
Price
Per Share
|
2/20/07
|
5,900
|
2.1811
|
|
|
|
On
each
of the following dates and at the following prices per share, Gary L. Herman
or
his affiliates made purchases of Common Stock on the open market with his
personal funds:
Date
|
Number
of Shares Acquired
|
Price
Per Share
|
1/04/07
|
2,500
|
2.54
|
|
|
|
(b)
On
March 14, 2007, the Reporting Persons sent a letter to the Board of Directors
of
the Issuer indicating their concern over the current management and direction
of
the Company. The letter also asked for a nominee to the Board of Directors
and
for the Board to pursue strategic alternatives.
Other
than as set forth below, the Reporting Persons currently have no plan or
proposal which relates to or would result in any of the actions or transactions
described in paragraphs (a) through (j) of Item 4 of the instructions to this
Schedule 13D.
Item
5. Interest
in Securities of the Issuer.
(a)
and
(b)
As
of the
date hereof, Strategic Turnaround Equity Partners, L.P. (Cayman), Galloway
Capital Management LLC (as the general partner of Strategic Turnaround Equity
Partners, L.P.), Bruce Galloway and Gary L. Herman (as Managing Members of
Galloway Capital Management LLC) are deemed to beneficially own an aggregate
of
731,317
shares
of Common Stock, representing approximately 11.73%
of the
number of shares of Common Stock stated to be outstanding by the Company in
its
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on November 14, 2006. Strategic Turnaround Equity Partners, L.P.
(Cayman) is deemed to be the direct beneficial owner of 571,423
shares
of Common Stock. Galloway Capital Management LLC is deemed to be the indirect
beneficial owner of 571,423
shares
of Common Stock. Bruce Galloway and Gary L. Herman are deemed to be the indirect
beneficial owners of 571,423 shares of Common Stock. Each of Galloway Capital
Management LLC, Bruce Galloway and Gary L. Herman disclaim beneficial ownership
of the shares of Common Stock directly beneficially owned by Strategic
Turnaround Equity Partners, L.P. (Cayman) (except for (i) the indirect interest
of Galloway Capital Management LLC by virtue of being the general partner of
Strategic Turnaround Equity Partners, L.P. (Cayman), (ii) the indirect interests
of Bruce Galloway and Gary L. Herman by virtue of being members of Galloway
Capital Management LLC, and (iii) the indirect interests of Bruce Galloway
and
Gary L. Herman by virtue of being limited partners of Strategic Turnaround
Equity Partners, L.P. (Cayman). Galloway Capital Management LLC, Gary L. Herman
and Bruce Galloway have shared power to direct the vote and shared power to
direct the disposition of these shares of Common Stock.
Of
the
148,605
shares
of common stock held by Mr. Galloway, 36,105 are held by Mr. Galloway
individually, 94,100 shares of common stock are owned by by Jacombs Investments,
Ltd., (“Jacombs”) for which Mr. Galloway has the power to vote and dispose the
shares, and 18,400 shares of common stock are held by RexonGalloway Capital
Growth, an investment company in which Mr. Galloway is a member
("RexonGalloway") and for which Mr. Galloway retains full investment and voting
discretion. [As a note, in a 13G filed with the Securities and Exchange
Commission by the Bruce Galloway on February 13, 2007 on the Issuer, the number
of shares for which Mr. Galloway has sole voting power was properly reflected
in
the body of the document under Item 4, but inaccurately reflected in line 5
of
his schedule].
Gary
L.
Herman beneficially owns 11,289 shares of common stock, 2,500 shares are held
by
Mr. Herman individually, 4,289 shares of common stock are held by the Gary
Herman, IRA and 4,500 shares are held by FBR, Inc. (“FBR”) for which Mr. Herman
is the sole owner and serves as an officer.
(c)
Other
than as set forth in this Schedule 13D, the Reporting Persons and the executive
officers and directors listed in Item 2 have not effected any transactions
in
the shares of the Company’s equity securities within the past 60
days.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships With the
Issuer.
Except
as
described herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons named in Item
2
hereof and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any other securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
Item
7. Material
to be Filed as Exhibits.
Exhibit
1. Letter to Metro One Telecommunications, Inc. Board of Directors dated March
14, 2007.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Strategic
Turnaround Equity Partners, L.P. (Cayman)
|
|
|
March
14, 2007
|
By:
/s/
Gary Herman
|
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Name:
Gary Herman
|
|
Title:
Managing Member of Galloway Capital Management LLC, the General Partner
of
Strategic Turnaround Equity Partners, L.P. (Cayman)
|
|
|
|
|
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Galloway
Capital Management, LLC
|
|
|
March
14, 2007
|
By:
/s/
Bruce Galloway
|
|
Name:
Bruce Galloway
|
|
Title:
Managing Member
|
|
|
|
|
|
Gary
L. Herman
|
|
|
March
14, 2007
|
/s/
Gary L. Herman
|
|
|
|
|
|
Bruce
Galloway
|
|
|
March
14, 2007
|
/s/
Bruce Galloway
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement,
provided,
however,
that a
power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.
Attention.
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(See
18
U.S.C.
1001).