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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)

November
6, 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.

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    October 19, 2023

    File
    No. 333-274696

Dear
Sir or Madam:

This
letter responds to the correspondence (“Comment Letter”) from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) dated November 1, 2023 to Yoshihiro
Koshiba, Chief Executive Officer of Metros Development Co., Ltd. (the “Company”), providing a comment on the above-referenced
Amendment No. 1 to Registration Statement on Form F-1, filed on October 19, 2023 by the Company. We have included a narrative response
herein keyed to the comment of the Staff of the SEC set forth in the Comment Letter. We trust you shall deem the contents of this letter
responsive to your Comment Letter.

Form
F-1

Description
of Business, page 48

    1.
    Comment:
    We note your revised disclosure that you plan to use approximately 40% of the net amount of offering proceeds for the development
    and marketing of the new real estate crowdfunding platform. Please discuss in greater detail your specific plan for the crowdfunding
    platform, such as timing for the planned phases of development and marketing, the associated costs, how you expect to generate revenues
    from the platform, the period you expect revenues to commence, and any risks associated with completing the platform.

    Response:
                                            As agreed with the Staff over the phone, we will revise the final prospectus (rather
                                            than file another amendment to the registration statement) to address this comment.

    ●
    We
    will revise the disclosure in the subsections entitled “Further development of our core business” and “Diversification
    of funding methods and securing a sound financial base” in the “Prospectus Summary” section and the
    “Description of Business” section on pages 22 and 49, respectively, of the final prospectus to discuss
    in greater detail our specific plan for the crowdfunding platform as set forth below:

   “Further
                                            development of our core business

                                                                                We
                                            will strive for steady growth of our core business by increasing the number of purchase/sales
                                            personnel, mainly in Tokyo, Osaka, and Nagoya, in order to increase the number of approaches
                                            to landowners, which we believe will lead to an increase in the number of purchase contracts
                                            and settlements, thereby further expanding sales. We are considering the use of real estate
                                            crowd funding in order to provide alternate funding to purchase additional properties.

                                                                                 We plan to use a portion of the proceeds of this Offering for the development and marketing
                                            of the crowdfunding platform. For additional information on this, please see “Use
                                            of Proceeds” on page 31. Currently, we are searching for a manager who will be
                                            in charge of the development of the real estate crowdfunding business. Once we hire the manager,
                                            we intend to initiate the development of the real estate crowdfunding platform. We intend
                                            to hire engineers and developers to build out the crowdfunding platform, who will also be
                                            in charge of system updates and maintenance of the platform. We estimate the cost of the
                                            development of real estate crowdfunding platform will be approximately $3.81 million. We
                                            expect it will take approximately one and a half years from initiation of the platform development
                                            to the launch of the real estate crowdfunding business. For potential risks involved with
                                            the development and operation of a crowdfunding business, please see “Risk Factors
                                            – Risks Related to the Prospective Crowdfunding Platform” on page 49. We
                                            intend to internally handle the administration of the platform including planning, designing,
                                            and marketing of the real estate crowdfunding business and handling of customer service.
                                            After the business is launched, we intend to mainly use internet advertisement to attract
                                            potential users to our website in order to acquire users. We estimate the cost to market
                                            the new real estate crowdfunding platform will be approximately $1.27 million. We will strive
                                            for further growth by earning revenue from both our steady sales style and eventually real
                                            estate tech, if possible. As stated above, we intend to primarily use the crowdfunding platform
                                            in order to grow our core business. Secondarily, we anticipate that others will be able to
                                            utilize our crowd funding platform to raise funds to acquire real estate.”

    “Diversification
    of funding methods and securing a sound financial base

    We
    anticipate immediately generating revenues from the real estate crowdfunding platform in the form of commission fees which we will
    charge to users of our platform. However, the main purpose of launching the real estate crowdfunding platform is to diversify our
    financing the purchase of real estate, rather than generating revenues from commissions that we may charge. When purchasing properties
    to date, we had only two options: using our own funds or borrowing funds from financial institutions. As a result, the amount of
    cash on hand and the amount available for borrowing from financial institutions have been limiting factors for the Company’s
    growth. In order to reduce or eliminate the impact of the above limiting factors and to maximize the outcome of effort we put on
    our core business, we are considering the use of real estate crowdfunding. We believe that diversifying our funding sources through
    real estate crowdfunding will contribute to further growth as we can aim to leverage the funds in an effort to maximize sales. We
    intend to immediately sell properties we purchase to the crowdfunding platform, where we will offer investors a certain amount of
    yield on their investments in the properties. After we finalize the negotiation for redevelopment, our Company and the crowdfunding
    business jointly sell the real estate to a developer and we offer the investor profit from the sale of the real estate. Our services
    on the real estate crowdfunding platform are only intended for investors in Japan in accordance with the 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
    will add the following risk factor to “Risks Related to the Prospective Crowdfunding Platform” subsection on page
    22 of the final prospectus:

    “If
    third parties fail to develop and deliver a user-friendly online real estate crowdfunding platform in a timely manner for investors
    to invest on, we may be unable to execute on our real estate crowdfunding business strategy.

    The
    Company currently depends on third party engineers and developers to develop and deliver a user-friendly online real estate crowdfunding
    platform in a timely manner for investors to invest on. To successfully execute our real estate crowdfunding business strategy, we
    must not only have third party engineers and developers produce and deliver the platform timely when needed, but we must also continue
    to further upgrade and evolve the technology of the platform to remain competitive. We cannot be certain that these third parties
    will be successful in their development efforts. If these third parties are unable or unwilling to develop the real estate crowdfunding
    platform on a timely basis that performs according to our expectations, we may be unable to deploy the real estate crowdfunding business
    when we expect, or at all. Any failure by our third-party engineers and developers to meet these needs may impair our ability
    to execute our business strategy. If we are unable to deploy the platform in a timely manner, we may be unable to execute our
    business strategy.”

If
the Staff has any further comments regarding Amendment No. 1 to 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
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