SecProbe.io

CORRESP
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ANTHONY
L.G., PLLC

    laura
                                            aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
                                            COUNSEL:

    Jessica
    Haggard, esq. ***

    MICHAEL
    R. GEROE, ESQ, CIPP/US****

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.******

    STUART
    REED, ESQ

    lazarus
    rothstein, esq.

    Harris
    Tulchin, Esq. *******

    DIRECT
                                            E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***licensed
in Missouri

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in NY and NJ

*******licensed
in CA and HI (inactive in HI)

September
26, 2023

VIA
ELECTRONIC EDGAR FILING

Office
of Real Estate and Construction

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Metros
                                            Development Co., Ltd. – CIK No. 0001984076

    Draft
    Registration Statement on Form F-1 (DRS), submitted July 10, 2023

    Registration
    Statement on Form F-1, filed September 26, 2023

Dear
Sir or Madam:

This
letter responds to the correspondence from the Staff of the Securities and Exchange Commission (the “SEC”) dated August 4,
2023 providing comments on the above-referenced Draft Registration Statement on Form F-1 (DRS), submitted July 10, 2023 (the “Prior
Filing”) by Metros Development Co., Ltd. (the “Company”).

The
Company today filed via EDGAR its non-confidential Registration Statement on Form F-1 (the “New Filing”). We will
separately provide you with a courtesy copy of the New Filing that is redlined against the Prior Filing. The remainder of this letter
responds to the Staff’s comments on the Prior Filing, which are set forth below along with our responses on behalf of the Company.
We trust you shall deem the contents of this transmittal letter responsive to your comment letter.

Draft
Registration Statement on Form F-1 Submitted July 10, 2023

Dividend
Policy, page 33

    1.
    Comment:
    Please describe any restrictions in your debt agreements or under Japanese law on your ability to pay dividends.

    Response:
    Currently, there are no restrictions on payment of dividends under existing debt agreements. However, Articles 446 and 461 of
    Companies Act in Japan set forth the regulations for restricting dividend payments and companies are required to calculate distributable
    amount of dividend accordingly. The Companies Act in Japan specifically prohibits dividend payment exceeding the distributable amount.
    We have revised the disclosure in the Dividend Policy section and the Dividend Rights sub-section of the Description
    of Share Capital section of the New Filing.

Results
of Operations, page 39

    2.
    Comment:
    Please describe unusual or infrequent events, significant economic changes, and significant components of revenue and expenses.
    For example, explain why the number of sales contracts increased to 96 for the fiscal year ended November 30, 2022, compared to 65
    for the fiscal year ended November 30, 2021. See Item 5.A of Form 20-F.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to disclose unusual or infrequent events, significant
    economic changes, and significant components of revenue and expenses, if any.

Liquidity
and Sources of Funds, page 41

    3.
    Comment:
    Please describe your material loans and borrowings and the material debt covenants in these agreements. See Item 5.B of Form 20-F.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to disclose our material loans and borrowings. We
    do not have any material debt covenants in those loan or borrowing agreements.

Description
of Business, page 45

    4.
    Comment:
    We note that your largest assets are comprised of property and real estate inventories. Please describe these assets, including
    the location and general character of your materially important real properties. State the nature of your interest in such properties
    and the nature and amount of all material mortgages, or other liens or encumbrances against such properties. Also disclose whether
    these assets are currently available to be sold to developers or whether renovation, improvement or development is required prior
    to sale. See Item 4.D of Form 20-F.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to (i) describe property and real estate inventories,
    including the location and general character of our materially important real properties, (ii) state the nature of our interest in
    such properties and the nature and amount of all material mortgages, or other liens or encumbrances against such properties, and
    (iii) disclose whether these assets are currently available to be sold to developers or whether renovation, improvement or development
    is required prior to sale.

    5.
    Comment:
    We note your disclosure regarding inventory risk and that you may not be able to find a developer to sell a property you purchase
    from a landowner. Please disclose how much real estate you hold in this category and how you dispose of these properties.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to disclose how much real estate we hold in this category
    and how we dispose of these properties.

Recent
Developments, page 52

    6.
    Comment:Please
    update to provide the number agreements entered into for the purchase and sale of real estate properties. Your disclosure should
    balance both the approximate amount of revenues generated and cost of revenues incurred with these various agreements.

    Response:
    In response to the Staff’s comment, we have updated the New Filing to (i) provide the number agreements entered into for
    the purchase and sale of real estate properties and (ii) balance both the approximate amount of revenues generated and cost of revenues
    incurred with these various agreements.

Certain
Relationships and Related Party Transactions, page 68

    7.
    Comment:
    For each of your related party transactions, please disclose in this section the information required by Item 7.B of Form 20-F.
    Also provide this disclosure for the period since the beginning of your preceding three financial years up to the date of this filing.

    Response:
    In response to the Staff’s comment, we have revised the New Filing to (i) disclose the information required by Item 7.B
    of Form 20-F, and (iii) to disclose for the period since the beginning of our preceding three financial years up (addressing fiscal
    year ended 2020 as well as 2021 and 2022) to the date of this filing.

General

    8.
    Comment:
    We note your discussion throughout the filing regarding the potential development of a crowdfunding platform as part of your business.
    Please clarify whether you plan to allow U.S. persons or persons located in the United States to access this crowdfunding platform.
    If the answer is no, please tell us how you intend to restrict such access.

    Response:
    We acknowledge the Staff’s comment. Our services on the real estate crowdfunding platform are only intended for investors
    in Japan in accordance with Act on Specified Joint Real Estate Ventures in Japan. We do not plan to allow U.S. persons or persons
    located in the United States to obtain access to posted offering materials on the crowdfunding platform. We anticipate restricting
    access to the posted offering materials (from the crowdfunding site) to those viewers who first provide their residence information
    and, in doing so, do not provide information such as a U.S. area code or address that indicates that they are a U.S. person. We have revised the disclosure in the New Filing
    to reflect the foregoing.

If
the Staff has any further comments regarding the registration statement on Form F-1, or any subsequent amendments to the Company’s
registration statement on Form F-1, please feel free to contact the undersigned.

    Anthony
    L.G., PLLC

    By:

    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Mark
    Rakip /U.S. Securities and Exchange Commission

    Kristina
    Marrone /U.S. Securities and Exchange Commission

    Catherine
    De Lorenzo /U.S. Securities and Exchange Commission

    Brigitte
    Lippmann /U.S. Securities and Exchange Commission

    Yoshihiro
    Koshiba /Metros Development Co., Ltd

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

625
N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832